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<SEC-DOCUMENT>0001047469-02-005158.txt : 20021127
<SEC-HEADER>0001047469-02-005158.hdr.sgml : 20021127
<ACCEPTANCE-DATETIME>20021127172316
ACCESSION NUMBER:		0001047469-02-005158
CONFORMED SUBMISSION TYPE:	20FR12G
PUBLIC DOCUMENT COUNT:		18
FILED AS OF DATE:		20021127

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GOLAR LNG LTD
		CENTRAL INDEX KEY:			0001207179
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		20FR12G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-50113
		FILM NUMBER:		02844257

	BUSINESS ADDRESS:	
		STREET 1:		PAR LA VILLE PLACE
		STREET 2:		14 PAR LA VILLE ROAD 4TH FLOOR
		CITY:			HAMILTON HM 08 BERMUDA
		STATE:			D0
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>20FR12G
<SEQUENCE>1
<FILENAME>a2094458z20fr12g.txt
<DESCRIPTION>20FR12G
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 20-F

(Mark One)

[X] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                                       OR

[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended ____________________________________________________

                                       OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________________________________

Commission file number________________________________________________________

                                GOLAR LNG LIMITED
- ----------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

                                GOLAR LNG LIMITED
- ----------------------------------------------------------------------------
                (Translation of Registrant's name into English)

                                     Bermuda
- ----------------------------------------------------------------------------
                (Jurisdiction of incorporation or organization)

 Par-la-Ville Place, 14 Par-la-Ville Road, 4th Floor, Hamilton, HM 08, Bermuda
- ----------------------------------------------------------------------------
                   (Address of principal executive offices)

Securities registered or to be registered pursuant to section 12(b) of the Act.

            Title of each class                   Name of each exchange
                                                   on which registered
                                      NONE
- ----------------------------------------------------------------------------
Securities registered or to be registered pursuant to section 12(g) of the Act.

Common Shares, par value one dollar per share.

- ----------------------------------------------------------------------------
                                (Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.

                                      NONE
- ----------------------------------------------------------------------------
                                (Title of class)

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital  or common  shares as of the close of the  period  covered by the annual
report.

56,012,000 common shares, par value one dollar per share.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                      Yes                No      X
                            --------          ---------


Indicate by check mark which financial statement item the registrant has elected
to follow.

                    Item 17              Item 18    X
                             -------             --------

<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS....................1

   ITEM 1.  Identity Of Directors, Senior Management and Advisers............2

   ITEM 2.  Offer Statistics and Expected Timetable..........................3

   ITEM 3.  Key Information..................................................3

   ITEM 4.  Information On The Company......................................14

   ITEM 5.  Operating and Financial Review and Prospects....................36

   ITEM 6.  Directors, Senior Management and Employees......................54

   ITEM 7.  Major Shareholders and Related Party Transactions...............56

   ITEM 8.  Financial Information...........................................61

   ITEM 9.  The Offer and Listing...........................................62

   ITEM 10. Additional Information..........................................63

   ITEM 11. Quantitative and Qualitative Disclosures About Market Risk......73

   ITEM 12. Description of Securities Other Than Equity Securities..........74

   ITEM 13. Dividend Arrearages and Delinquencies...........................74

   ITEM 14. Material Modifications to the Rights of Security Holders
            and Use of Proceeds.............................................74

   ITEM 15. Reserved........................................................74

   ITEM 16. Reserved........................................................74

   ITEM 17. Financial Statements............................................74

   ITEM 18. Financial Statements............................................74

INDEX TO COMBINED FINANCIAL STATEMENTS......................................F-1

                                        i
<PAGE>

           CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

     This   registration    statement   contains   assumptions,    expectations,
projections,  intentions  and beliefs about future events,  in particular  under
Item 4,  "Information  on the  Company  - Our  Business  Strategy"  and  Item 5,
"Operating and Financial Review and Prospects". These statements are intended as
"forward-looking statements." We may also from time to time make forward-looking
statements in our periodic reports to the United States  Securities and Exchange
Commission,  other  information  sent to our  stockholders,  and  other  written
materials. We caution that assumptions,  expectations,  projections,  intentions
and beliefs  about future  events may and often do vary from actual  results and
the differences can be material.

     All statements in this document that are not statements of historical  fact
are forward-looking statements.  Forward-looking statements include, but are not
limited to, such matters as:

     o    future operating or financial results;

     o    statements  about  future,  pending or recent  acquisitions,  business
          strategy,  areas of possible expansion,  and expected capital spending
          or operating expenses;

     o    statements   about  LNG  market  trends,   including   charter  rates,
          development of a spot market, factors affecting supply and demand, and
          opportunities for the profitable trading of LNG;

     o    expectations  about the availability of vessels to purchase,  the time
          which it may take to construct new vessels,  or vessels' useful lives;
          and

     o    our ability to obtain additional financing.

     When  used  in  this   document,   words  such  as   "believe,"   "intend,"
"anticipate,"  "estimate,"  "project,"  "forecast," "plan," "potential," "will,"
"may,"  "should," and "expect" and similar  expressions are intended to identify
forward-looking  statements but are not the exclusive means of identifying  such
statements.

     We undertake no obligation to publicly update or revise any forward-looking
statements contained in this registration statement,  whether as a result of new
information,  future events or otherwise, except as required by law. In light of
these risks, uncertainties and assumptions, the forward-looking events discussed
in this  registration  statement  might not occur,  and our actual results could
differ materially from those anticipated in these forward-looking statements.

                                        1
<PAGE>

                                     PART I

ITEM 1.  Identity Of Directors, Senior Management and Advisers

Directors and Executive Officers

Name                 Business Address           Position
- ----                 ----------------           --------

John Fredriksen      Sandy Beach Apartments     Chairman of the Board,
                     Block 3, Flat Y3431        President and Director
                     61 Amathountos Avenue
                     4532 Ayios Tychonas Area
                     CY-3105 Limassol
                     Cyprus

Tor Olav Troim       Anna Court                 Deputy Chairman of the Board,
                     Block I, Flat B2           Chief Executive Officer, Vice
                     Georgiou 1                 President and Director
                     Yermasoyia
                     CY 4040 Limassol
                     Cyprus

A. Shaun Morris      Cedar House                Director
                     41 Cedar Avenue
                     P.O. Box HM 1179
                     HM EX Hamilton Bermuda

Timothy Counsell     Cedar House                Director
                     41 Cedar Avenue
                     P.O. Box HM 1179
                     HM EX Hamilton Bermuda

Sveinung Stohle      30 Marsh Wall              Executive Vice President
                     London, United Kingdom
                     E14 9TP

Graeme McDonald      30 Marsh Wall              Chairman of Golar Management
                     London, United Kingdom     Limited and Technical Director
                     E14 9TP

Graham Griffiths     30 Marsh Wall              General Manager of the Fleet
                     London, United Kingdom
                     E14 9TP

Kate Blankenship     Par-la-Ville Place,        Chief Accounting Officer and
                     14 Par-la-Ville Road,      Company Secretary
                     4th Floor
                     Hamilton, HM 08, Bermuda

Graham Robjohns      30 Marsh Wall              Group Financial Controller
                     London, United Kingdom
                     E14 9TP
Auditors

Name                    Address
- ----                    -------

PricewaterhouseCoopers  Harman House
                        1 George Street
                        Uxbridge, London UB8 1QQ
                        United Kingdom


                                        2
<PAGE>

ITEM 2.  Offer Statistics and Expected Timetable

      Not Applicable

ITEM 3.  Key Information

Selected Financial Data

     The following  selected  consolidated and combined financial and other data
summarize our historical  consolidated and combined financial  information.  The
selected  combined  financial  data as of and for the six months  ended June 30,
2002 and 2001 have been derived from our unaudited financial  statements and, in
the opinion of our  management,  include all  adjustments,  consisting of normal
recurring  accruals,  necessary for a fair presentation of that information.  We
derived the  information as of and for the years ended  December 31, 2001,  2000
and  1999  from our  audited  combined  and  consolidated  financial  statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United States,  or U.S.  GAAP, and the  information as of and for the year ended
December 31,  1998,  from our  unaudited  combined  and  consolidated  financial
statements  prepared in accordance  with U.S. GAAP. This  information  should be
read in conjunction  with "Operating and Financial Review and Prospects" and our
historical financial statements and the notes thereto included elsewhere in this
registration statement.

     We are a holding  company formed on May 10, 2001. We acquired our liquefied
natural  gas,  or LNG,  operations  from  Osprey  Maritime  Limited,  a  company
indirectly  controlled by our Chairman,  President and controlling  shareholder,
John Fredriksen.  The LNG operations were a fully integrated  business of Osprey
Maritime Limited prior to our acquisition.  Accordingly, the following financial
information  for the year ended  December 31, 2000 and 1999 and for periods that
include  the five  months to May 31, 2001 has been  derived  from the  financial
statements  and  accounting  records of Osprey  Maritime  Limited  and  reflects
significant  assumptions  and  allocations.   The  following  annual  historical
financial  information does not reflect any significant  changes that will occur
in the  operations  and  funding  of  the  LNG  operations  as a  result  of our
acquisition. See "Unaudited Pro-Forma Financial Information." Consequently,  our
financial position, results of operations and cash flows could differ from those
that would have resulted if we operated autonomously or as an entity independent
of Osprey Maritime Limited in the period for which annual  historical  financial
data are presented for the year ended December 31, 2000 and 1999 and for periods
that include the five months to May 31, 2001 below,  and,  similarly  may not be
indicative  of our  future  operating  results  or  financial  performance.  The
financial  information  for the six months  ended  June 30,  2002  reflects  the
results of operations  and cash flows of our business on a stand alone  business
under the new ownership structure.

     We do not  include  selected  financial  information  for  the  year  ended
December  31,  1997.   Osprey   acquired  its  LNG   operations   by  purchasing
Gotaas-Larsen  Shipping  Corporation  from an unrelated  third party on July 31,
1997.  Gotaas-Larsen  had  substantial  other  operations in addition to its LNG
operations. Osprey acquired financial information relating to Gotaas-Larsen as a
whole,   but  did  not   acquire   separate   financial   records   relating  to
Gotaas-Larsen's LNG operations.  Therefore, we are not able to prepare financial
statements  for the  results of  Gotaas-Larsen's  LNG  operations  or to include
summary financial data for the year ended December 31, 1997.

                                        3
<PAGE>


<TABLE>
<CAPTION>
                                                At or for the                                       At or for the
                                                   Six Months                                         Fiscal Year
                                                        Ended                                               Ended
                                                      June 30                                         December 31
                                            2002         2001         2001         2000         1999         1998
                                         -------      -------      -------       ------      -------      -------
(in thousands of $, except             (unaudited)(unaudited)                                         (unaudited)
per common share data
and fleet data)
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>
Income Statement Data:
Total operating revenues                  64,520       53,779      114,223      113,009       81,792       78,254
Vessel operating costs (1)                13,594       11,410       24,537       20,973       18,249       19,969
Administrative expenses                    2,708        2,656        8,232        7,715        7,935       10,007
Restructuring costs                           --        1,894        1,894           --           --           --
Depreciation and amortization             15,682       16,238       31,614       36,488       29,464       29,715
Net operating income                      32,536       21,581       47,946       47,833       26,144       18,563
Net financial expenses                   (17,375)     (22,422)     (41,617)     (44,820)     (27,764)     (31,591)
Net income (loss) before                  15,161         (841)       6,329        3,013       (1,620)     (13,028)
income taxes and minority
interests
Income taxes and minority                    (42)       1,702        1,963        3,517          237         (236)
interests
Net income (loss)                         15,119       (2,543)       4,366         (504)      (1,857)     (12,792)
Earnings (loss) per common
share - basic and diluted (2)               0.27        (0.05)        0.08        (0.01)       (0.03)       (0.23)
Cash dividends per
common share                                  --           --           --           --           --           --
Weighted average number                   56,012       56,012       56,012       56,012       56,012       56,012
of shares - basic (2)
Weighted average number                   56,019       56,012       56,019       56,012       56,012       56,012
of shares - diluted (2)

Balance Sheet Data (at
end of period):
Cash and cash equivalents                 51,613       37,874       57,569        5,741        2,567        1,806
Restricted cash and
short-term investments                    13,235       13,690       14,163       13,091           --           --
Short-term investments                        --       18,417           --       14,231           --           --
Amounts due from related
parties                                      231           27          261           --           --           --
Newbuildings                             234,216       32,612      132,856           --      158,110           --
Vessels and equipment, net               630,313      648,737      641,371      765,559      541,922      568,959
Total assets                             941,344      763,067      855,991      817,990      724,101      594,264
Current portion of
long-term debt                            42,341       25,603       41,053       10,171           --           --
Current indebtedness due                  16,259           --       85,278       12,000       12,000           --
to related parties
Long-term debt                           593,478      508,918      483,276      204,329      126,308           --
Long-term debt due to
related parties                           32,703           --           --      287,400      329,400      352,400
Minority interest                         18,188       25,765       25,820       26,011       14,250           --
Stockholders' equity                     189,515      163,552      174,397      257,034      225,056      220,641
Common shares outstanding(2)              56,012       56,012       56,012       56,012       56,012       56,012

Fleet Data (unaudited)
Number of vessels at end of                    6            6            6            6            5            5
period (3)
Average number of vessels                      6            6            6            6            5            5
during period (3)
Average age of vessels                      20.9         19.9         20.4         19.4         22.1         21.1
Total calendar days
for fleet                                  1,086        1,086        2,190        2,182        1,825        1,825
Total operating days for
fleet (4)                                  1,064          991        2,060        2,103        1,673        1,566
Average daily time charter
earnings (5)                             $58,900      $51,000      $53,600      $50,900      $43,300      $42,100
Average daily vessel
operating costs (6)                      $12,500      $10,500      $11,200       $9,600      $10,000      $10,900
</TABLE>

Footnotes

(1)  Vessel  operating  expenses are the direct costs  associated with running a
     vessel including crew wages, vessel supplies, routine repairs,  maintenance
     and  insurance.  In  addition,  they  include an  allocation  of  overheads
     allocable to vessel operating expenses.
(2)  Since our  financial  results were "carved out" of those of Osprey,  we did
     not record any  specific  share  capital for the period  before we acquired
     Osprey's LNG assets and  operations.  To provide a measurement  of earnings
     per share,  we use for basic earnings per share the 12,000 shares issued in
     connection  with the formation of Golar on May 10, 2001 and the  subsequent
     issuance of 56 million  shares in our  Norwegian  placement as described in
     Note 1 to our Combined  Financial  Statements.  Basic earnings per share is
     computed based on the income (loss)  available to common  shareholders  and
     the weighted  average  number of shares  outstanding.  The  computation  of
     diluted  earnings per share assumes the conversion of potentially  dilutive
     instruments.
(3)  We own 60 percent of one of our vessels and 100 percent of our  remaining
     five vessels.
(4)  The  operating  days for our fleet is the  total  number of days in a given
     period that the vessels  were in our  possession  less the total  number of
     days offhire. We define days offhire as days spent on repairs, drydockings,
     special surveys and vessel upgrades or awaiting  employment during which we
     do not earn charter hire.
(5)  We  calculate  average  daily time  charter  earnings by dividing  our time
     charter  revenues by the number of calendar  days minus days for  scheduled
     offhire.  We do this  calculation  on a  vessel  by  vessel  basis.
(6)  We  calculate  average  daily  vessel  operating  costs by dividing  vessel
     operating costs by the number of calendar days. We do this calculation on a
     vessel by vessel basis.

                         Capitalization and indebtedness

The following table sets forth our unaudited  capitalization as of September 30,
2002 calculated on an actual basis at June 30, 2002 adjusted to reflect drawdown
from and repayment of our various facilities and the reclassification of amounts
deemed current.

                                       4
<PAGE>


This table should be read with "Operating and Financial Review and Prospects"
and the audited financial statements, unaudited interim financial statements,
unaudited pro-forma combined financial information and other financial
information included in this Registration Statement.

                                                                       As
                                                     Actual        Adjusted
    (in thousands of $)                                            (Unaudited)
    Current portion of long-term debt                 42,341   (a)    43,135
    Short-term debt due to related parties            16,259   (b)         -
    Long-term debt                                   593,478   (a)   587,557
    Long-term debt due to related parties             32,703   (b)    48,962
                                                    ---------      ----------
         Total Debt                                  684,781   (c)   679,654
                                                    ---------      ----------

    Stockholders' equity
    Share Capital                                     56,012          56,012
    Additional Paid in Capital                       112,281         112,281
    Accumulated Other Comprehensive Income (Loss)    (1,472)         (1,472)
    Retained Earnings                                 22,694          22,694
                                                    ---------      ----------
         Total Stockholders' equity                  189,515         189,515
                                                    ---------      ----------

                                                    ---------      ----------
    Total capitalization                             874,296         869,169
                                                   ==========      ==========

     (a) This adjustment reflects repayments of debt which occurred between July
     1, 2002 and September 30, 2002, drawdown under an existing facility and the
     reclassification of amounts deemed current as of September 30, 2002.

     Between  July 1, 2002 and  September  30,  2002,  $7.5  million of debt was
     repaid in relation to the Golar LNG facility  and $2.4 million  relating to
     capitalized interest was drawndown under the Newbuilding facility.

     (b) This adjustment reflects the reclassification of amounts deemed current
     as of September 30, 2002. At June 30, 2002 outstanding loans from Greenwich
     totaled $49.0 million, of which $16.3 million was due in October 2002.

     In September, 2002, Greenwich confirmed the availability of an extension to
     these loans such that the total  amount  drawn down under this  facility of
     $49.0 million can remain outstanding, if required, until December 2003.

     (c) At September 30, 2002 our indebtedness consisted of the following:

    (in thousands of $)
                                                   Unaudited
    Related party loans from Greenwich                48,962
    Mazo facility                                    198,917
    Golar LNG facility                               297,500
    Newbuilding facility                             134,275
                                                  ----------
                                                     679,654
                                                  ----------

     All loans are  secured  principally  by existing  vessels or vessels  under
     construction.

     The related party loans from Greenwich  were financed by Greenwich  through
     third party bank  borrowings,  which we have  guaranteed.  Our guarantee of
     Greenwich's  third party loans are secured by an  assignment of the related
     shipbuilding  contacts,  refund  guarantees  and,  where  applicable,   the
     shipowning subsidiaries' bank accounts.

     The Mazo  facility is secured by a mortgage on the vessel  Golar Mazo,  the
     capital stock of the partly-owned  subsidiary that owns the vessel,  and an
     assignment  to the  lender  of the  vessel's  earnings,  insurance  and the
     vessel's  charter.  In addition,  in connection  with the Mazo facility,  a
     collateral  agreement  has been entered into with a bank  consortium  and a
     bank Trust  Company.  This  agreement  requires that certain cash balances,
     representing interest and principal payments for defined future periods, be
     held by the Trust Company during the period of the Mazo loan.

     The  Golar  LNG  facility  is  secured  by a  mortgage  on each of our five
     wholly-owned  vessels,  the capital  stock of our  wholly-owned  shipowning
     subsidiaries which owns each vessel, and an assignment to the lender of our
     wholly-owned vessels' earnings, insurance and the vessels' charters.

     The Newbuilding  facility is secured by the shipbuilding  contract for hull
     number 2215, and a pledge of the shipowning  subsidiary's bank accounts and
     capital stock.


                                       5
<PAGE>

                         Pro-Forma Financial Information

     We are a holding  company  formed on May 10, 2001,  that currently owns and
operates  a fleet  of six LNG  carriers.  We own  five  of our  vessels  through
wholly-owned  subsidiaries  and we  have a 60 percent  interest  in the  sixth
vessel. This last vessel, the Golar Mazo, was delivered to us in January 2000 as
a newbuilding.  Additionally,  we have contracts to build four LNG carriers. Our
six LNG carriers are all currently employed under long-term charter contracts.

     Our  business  was  originally  founded in 1946 as  Gotaas-Larsen  Shipping
Corporation.  Gotaas-Larsen  entered the LNG shipping  business in 1970, and was
acquired by Osprey Maritime  Limited,  a Singapore  publicly traded company,  in
1997.

     In August 2000, World Shipholding Ltd., a company indirectly  controlled by
John Fredriksen, our chairman, president and controlling shareholder,  commenced
an acquisition of Osprey.  World  Shipholding  gained a controlling  interest of
more than 50 percent of Osprey in November 2000 and  increased  this interest to
over 90 percent in January 2001. World Shipholding  completed its acquisition in
May  2001.  This  acquisition  was  accounted  for  as a  step-by-step  purchase
transaction  and the purchase  price was  therefore  allocated to the assets and
liabilities  acquired based on their fair value as of each acquisition date with
vessels being valued on the basis of discounted  expected  future cash flows. In
each step of the acquisition, the fair value of the net assets acquired exceeded
the purchase price with resulting  negative  goodwill  allocated to the recorded
values of the vessels.  These  purchase price  allocations  were pushed down and
reflected in our financial statements from February 1, 2001.

     On May 31, 2001,  we acquired the LNG shipping  interests of Osprey,  which
included  one  newbuilding  contract  and an option  for a  further  newbuilding
contract.  We also entered into a purchase agreement with Seatankers  Management
Company Ltd., to purchase its one newbuilding contract for a LNG carrier and its
option to build three new LNG carriers.

     In addition to controlling  Seatankers,  Mr. Fredriksen indirectly controls
50.01 percent of our shares  through World  Shipholding.  As required under U.S.
GAAP,  our  purchase of the LNG  operations  of Osprey and  Seatankers  has been
reflected in our financial  statements as  transactions  between  entities under
common  control.  We have recorded the LNG assets and liabilities we acquired at
the  amounts  previously  reflected  in  the  books  of  World  Shipholding  and
Seatankers  on what is known as a  "predecessor  basis".  Under the  predecessor
basis of accounting,  tangible and intangible  assets  acquired and  liabilities
assumed  are  recorded  in our books at the amount at which they would have been
recorded  in the  books of World  Shipholding  and  Seatankers.  The  difference
between  our  purchase  price  and this  predecessor  basis was  reflected  as a
reduction in equity in a capital reorganization.

     The following  unaudited  pro-forma condensed statement of operations gives
effect to our  acquisition of the LNG interests of Osprey and  Seatankers  under
the predecessor basis of accounting the push down of World  Shipholding's  basis
of accounting, and our capital reorganization as if these events had occurred on
and from January 1, 2001.  The  pro-forma  condensed  statement of operations is
presented for  illustrative  purposes only. The pro-forma  adjustments are based
upon  available   information  and  assumptions  that  management  believes  are
reasonable.  The pro-forma condensed statement of operations does not purport to
represent  what the  results  of  operations  would  actually  have  been if the
acquisition  had in fact  occurred on such date,  nor do they purport to project
our results of operations for any future period or as of any date, respectively.

     The unaudited  pro-forma  condensed  statement of operations  does not give
effect to any  restructuring  costs or to any  potential  costs savings or other
operating  efficiencies  that  could  result  from  our  acquisition  of the LNG
interests of Osprey and Seatankers.  The unaudited pro-forma condensed statement
of operations  should be read in conjunction  with our financial  statements and
the related notes,  and the other financial  information  included  elsewhere in
this Registration Statement.

     Our  condensed  historical  statement  of  operations  for the  year  ended
December  31,  2001  is  derived  from  the  audited  historical  statements  of
operations included in Item 18 of this Registration Statement.


                                       6
<PAGE>


            Unaudited Pro-Forma Combined Statement of Operations
                      for the Year Ended December 31, 2001

                                             Golar       Pro-Forma      Golar
                                   Notes   Historical   Adjustments   Pro-Forma
                                   -----   ----------   -----------   ---------
(in thousands of $, except
per share data)

Total operating revenues                      114,223            --     114,223

Vessel operating costs                         24,537            --      24,537
Administrative expenses                         8,232            --       8,232
Restructuring expenses                          1,894            --       1,894

Depreciation and amortization          1       31,614          (621)     30,993

                                             ----------------------------------
Net operating income                           47,946           621      48,567
                                             ----------------------------------

Interest income                                 3,254            --       3,254
Interest expense                       2      (32,508)          866          --
Other financial items                  3      (12,363)        4,935      (7,428)

                                             ----------------------------------
Income before taxes and
minority interest                               6,329         6,422      12,751
                                             ----------------------------------

Minority interest                               1,607            --       1,607
Taxes                                             356            --         356

                                             ----------------------------------
Net income                                      4,366         6,422      10,788
                                             ----------------------------------

Earnings per share -
basic and diluted                      4        $0.08         $0.11       $0.19

Notes to Pro-Forma Unaudited Combined Statements of Operations

1.   This  adjustment  reflects the  estimated  adjustment to  depreciation  and
     amortization  expense had the push down basis of accounting been applied as
     of January 1, 2001.

2.   In May 2001 we entered into a secured  loan  facility for an amount of $325
     million that was specifically obtained for financing the acquisition of the
     LNG interests of Osprey. This adjustment  represents the estimated decrease
     in interest  expense that would have  occurred if the  financing  had taken
     place as of January 1, 2001.  The pro-forma  adjustment  for the year ended
     December 31, 2001 for interest expense is calculated as follows:


                                       7
<PAGE>

                                                              Interest from
(in thousands of $, except               Interest   Annual    January 1, 2001
interest rate)                    Amount     Rate   Interest  to May 31, 2001(c)
- --------------                    ------      ----   --------  -----------------

 Golar LNG facility (a)         $325,000  5.49%(b)    $17,843             $7,434

Interest expense associated
with the refinanced facility                                               8,300
reflected in the financial
statements from January 1,
2001 to May 31, 2001
                                                               -----------------
Total pro-forma interest                                                     866
adjustment
                                                               -----------------

     (a)  Assumes the entire  principal  balance of $325 million was outstanding
          from January 1, 2001 to May 31, 2001.
     (b)  Interest on the Golar LNG  facility is based on LIBOR + 1.50 percent.
          As of May 31,  2001 the three  month  LIBOR rate was 3.99 percent.

     A change in the  underlying  interest rate of 1/8 percent for the Golar LNG
     facility  would  result in an  increase/decrease  in  interest  expense  of
     $406,000 for the year ended  December 31, 2001.  (c)  Calculated  by taking
     5/12th of the annual interest calculation.

3.   This  adjustment  represents the estimated  adjustment of  amortization  of
     deferred charges and financing fees resulting from our recapitalization. In
     particular, it assumes the refinancing of five of our vessels in accordance
     with the financing terms we obtained in May 2001 as mentioned above.

     The adjustment  also reflects the  elimination  of the financial  impact of
     interest  rate  swaps  maintained  by  Osprey  and  allocated  to us in the
     preparation of the combined historical  financial  statements until our May
     2001 separation. These swap agreements were not assumed by us.

     The adjustment comprises the following amounts:

     (in thousands of $)

      Amortization of deferred charges and financing fees                  3,056
      Impact of elimination of interest rate swaps                         1,879
                                                                   -------------
                                                                           4,935
                                                                   -------------

     The pro-forma adjustment for amortization of deferred charges and financing
     fees is calculated as follows:

                                                                    Charge from
                                                                     January 1,
                                                                        2001 to
                                                                        May 31,
                                                                           2001
                                                                     ----------
     Amortization of deferred charges and financing fees from
     January 1, 2001 to May 31, 2001 associated with Golar LNG              195
     facility

     Amortization  of  deferred  charges and  financing  fees
     reflected in the financial  statements from January 1, 2001
     to May 31, 2001 associated with refinanced Facility                   (939)

     Deferred finance charges associated with refinanced
     facility written off as a result of refinancing reflected
     in the financial statements from January 1, 2001 to
     May 31, 2001                                                        (2,312)
                                                                     ----------

     Total pro forma adjustment                                           3,056)
                                                                     ----------

4.   To provide a measurement of pro forma earnings per share,  we use for basic
     earnings  per  share  the  12,000  shares  issued  in  connection  with the
     formation  of  Golar  on May 10,  2001 and the  subsequent  issuance  of 56
     million  shares in our  Norwegian  placement  as described in Note 1 to our
     Audited  Financial  Statements.  Pro forma  earnings  per share is computed
     based  on the  income  (loss)  available  to  common  shareholders  and the
     weighted  average number of shares  outstanding.  As noted in Note 9 to the
     Audited Financial Statements,  the increase in weighted average outstanding
     shares for potentially dilutive securities was approximately 7,000 shares.


                                       8
<PAGE>

Risk Factors

     Some of the following  risks relate  principally  to our business or to the
industry in which we operate.  Other risks relate  principally to the securities
market and ownership of our shares.  Any of these risks, or any additional risks
not  presently  known  to  us  or  that  we  currently  deem  immaterial,  could
significantly and adversely affect our business,  our financial  condition,  our
operating results and the trading price of our shares.

Risks Related to our Business

Currently,  we generate  substantially  all of our revenue  under six  long-term
agreements  with  two  customers,  and the  unanticipated  loss of any of  these
agreements or either customer would likely interrupt our related cash flow.

     We currently generate substantially all of our revenue under a total of six
long-term charters with two large and established  customers.  In the year ended
December 31, 2001, British Gas accounted for 40 percent and Pertamina  accounted
for 55  percent  of  our  total  operating  revenues,  respectively.  All of our
charters  have  fixed  terms,  but  might  nevertheless  be lost in the event of
unanticipated  developments  such as a  customer's  breach.  Our  customers  may
terminate their charters with us if, among other events,  the relevant vessel is
lost or damaged beyond repair.  The unanticipated  loss of any of these charters
or either  customer  would  likely  interrupt  our related  cash flow because we
cannot  be sure  that we  would  be able to enter  into  attractive  replacement
charters on short notice.  A persistent and continued  interruption  of our cash
flow could, in turn, substantially and adversely affect our financial condition.

If  construction  of any of the four LNG  carriers  we have  ordered  were to be
substantially  delayed or left incomplete,  our earnings and financial condition
could suffer.

     We have binding contracts for the construction of four new LNG carriers, or
newbuildings,  by two  established  Korean  shipyards.  While each  shipbuilding
contract contains a liquidated damages clause requiring the shipyard to refund a
portion of the  purchase  price if delivery of a vessel is delayed  more than 30
days,  any such delay could  adversely  affect our  earnings  and our  financial
condition.  In addition,  if these shipyards were unable to deliver a particular
vessel on time, we might be unable to perform under a related  long-term charter
and our earnings and financial condition could suffer.

Completion of our newbuilding program is dependent on additional debt financing.

     To pay the anticipated  installments on the  construction  cost of our four
newbuildings,  we will need to obtain  further  loans or other  financing in the
amount of  approximately  $316 million as at October 2002. It is standard in the
shipping  industry to finance between 60 and 80 percent of the purchase price of
vessels,  or construction cost in the case of newbuildings,  through traditional
bank  financing.  In the case of vessels  that have charter  coverage,  the debt
finance percentage may increase significantly.  One of our newbuildings has been
employed on a long-term charter with British Gas and we have obtained  financing
for 100 percent of the cost of the vessel.  If we were to obtain 60 percent debt
financing  to cover  the  installments  due on our  three  remaining  unfinanced
newbuildings,  this would equate to  additional  finance of  approximately  $235
million of the $316 million  required.  For further  information  concerning our
future  financing  plans,  including  our  current  reliance  on  related  party
financing, see Item 5; "Operating and Financial Review and Prospects,  Liquidity
and Capital Resources - Newbuilding Contracts and Capital  Commitments".  To the
extent we do not  timely  obtain  necessary  financing  for a  newbuilding,  the
completion  of that  newbuilding  could be delayed or we could suffer  financial
loss,  including  the loss of all or a portion of the  progress  payments we had
made to the shipyard.

We are considering various alternatives for the employment of our newbuildings,
failure to find profitable employment for them could adversely affect our
operations.


                                       9
<PAGE>

     We will  incur  substantial  costs for the four  newbuildings  that we have
ordered. The first newbuilding that will be delivered to us has been employed on
a long-term charter that will commence on delivery.  We are considering  various
employment  opportunities for the remaining three  newbuildings that may include
medium-term or long-term charter  contracts,  trading in the developing spot LNG
carrier charter market,  that is, carrying LNG under short-term  contracts of up
to one year or on a per voyage  basis,  and entering  LNG trading.  If we cannot
obtain profitable  employment for these vessels, our earnings will suffer. If we
are unable to secure term charter  coverage for a newbuilding,  we may be unable
to obtain the  financing  necessary to complete that  newbuilding.  In addition,
whether or not we employ our newbuildings  profitably,  we must service the debt
that we incur to finance them.

If we do not accomplish our strategic  objective of entering into other areas of
the LNG industry,  we may incur losses and our strategy to continue  growing and
increasing operating margins may not be realized.

     A part of our strategy  reflects our  assessment  that we should be able to
expand profitably into areas of the LNG industry other than the carriage of LNG.
We have not  previously  been involved in other LNG industry  businesses and our
expansion  into these  areas may not be  profitable.  Our  strategy  to possibly
expand into LNG trading as a principal is subject to material  risks  concerning
availability  of LNG production and terminal  capacity,  and expansion of a spot
trading  market for LNG and inherent  trading risk.  Our plan does not currently
envision  trading  energy  derivatives.  Our plan to consider  opportunities  to
integrate  vertically  into  upstream  and  downstream  LNG  activities  depends
materially  on our ability to identify  attractive  partners  and  projects  and
obtain project financing at a reasonable cost.

Our loan agreements  impose  restrictions that may adversely affect our earnings
or that may prevent our shipowning  subsidiaries,  and our intermediate  holding
company that owns them,  from taking actions that could be in our  shareholders'
best interest.

      Covenants in our loan agreements limit the ability of all our shipowning
subsidiaries to:

     o    merge into or  consolidate  with any other entity or sell or otherwise
          dispose of all or substantially all of their assets;

     o    make or pay equity distributions;

     o    incur additional indebtedness;

     o    incur or make any capital expenditure; or

     o    materially  amend, or terminate,  any of our current charter contracts
          or management agreements.

In addition,  if the ownership interest in us of John Fredriksen,  our chairman,
and his  affiliated  entities  falls  below 25 percent of our share  capital,  a
default of a $325 million loan agreement to which we are a party would occur.

     In addition,  covenants in our loan agreements may  effectively  prevent us
from  paying  dividends  should  our  board of  directors  wish to do so and may
require  us to obtain  permission  from our  lenders  to  engage  in some  other
corporate  actions.  Our lenders'  interests may be different  from those of our
shareholders  and we cannot  guarantee  investors that we will be able to obtain
our lenders'  permission when needed. This may adversely affect our earnings and
prevent  us  from  taking  actions  that  could  be in  our  shareholders'  best
interests.

If we do not maintain the financial ratios contained in our loan agreements, we
could face acceleration of the due date of our bank loans and the loss of our
vessels.


                                       10
<PAGE>

     Our loan agreements  require us to maintain  specific  financial levels and
ratios,  including  minimum  available cash, ratios of current assets to current
liabilities  (excluding  current  long-term  debt)  and  ratios  of net  debt to
earnings  before  interest,  tax,  depreciation  and  amortization.  Although we
currently comply with these requirements,  if we were to fall below these levels
we would  be in  default  of our  loans  and the due  date of our debt  could be
accelerated, which could result in the loss of our vessels.

Servicing our debt substantially limits our funds available for other purposes.

     A large part of our cash flow from operations  must go to paying  principal
and interest on our debt. As of September 30, 2002, our total  indebtedness  was
$680 million and our ratio of indebtedness  to total capital was 79 percent.  We
may incur  additional  debt of as much as $316 million to fund completion of our
four newbuildings, and we may incur additional indebtedness to fund our possible
expansion into other areas of the LNG industry.  Debt payments  reduce our funds
available for expansion into other parts of the LNG industry,  working  capital,
capital  expenditures and other purposes.  In addition,  our business is capital
intensive  and requires  significant  capital  outlays that result in high fixed
costs.  We cannot assure  investors that our existing and future  contracts will
provide revenues adequate to cover all of our fixed and variable costs.

Maritime claimants could arrest our vessels, which could interrupt our cash
flow.

     If we are in  default on some  kinds of  obligations,  such as those to our
crew  members,  suppliers  of goods and  services  to our vessels or shippers of
cargo,  these  parties may be entitled to a maritime lien against one or more of
our vessels. In many jurisdictions,  a maritime lien holder may enforce its lien
by arresting a vessel through foreclosure  proceedings.  In a few jurisdictions,
claimants could try to assert "sister ship" liability  against one vessel in our
fleet for claims relating to another of our vessels. The arrest or attachment of
one or more of our vessels  could  interrupt our cash flow and require us to pay
to have the arrest lifted. Under some of our present charters,  if the vessel is
arrested or detained for as little as 14 days as a result of a claim against us,
we may be in default of our charter and the charterer may terminate the charter.

It may be  difficult  to serve  process on or enforce a United  States  judgment
against us, our officers, our directors or some of our experts or to initiate an
action based on United States  federal or state  securities  laws outside of the
United States.

     We are a Bermuda  corporation and our executive offices are located outside
of the United  States.  Our officers and directors and some of the experts named
in this registration statement reside outside of the United States. In addition,
substantially  all of our assets and the assets of our  officers,  directors and
some of our experts are located outside of the United States.  As a result,  you
may have  difficulty  serving legal process  within the United States upon us or
any of these  persons or  enforcing a judgment  obtained in a U.S.  court to the
extent  assets  located in the United  States are  insufficient  to satisfy  the
judgment. In addition,  there is uncertainty as to whether the courts outside of
the United  States would  enforce  judgments of United  States  courts  obtained
against  us  or  our  officers  and  directors  or  entertain  original  actions
predicated on the civil  liability  provisions  of the United States  federal or
state  securities  laws.  As a result,  it may be  difficult  for you to enforce
judgments  obtained in United States courts against our directors,  officers and
non-U.S.  experts  or to bring an action  against  our  directors,  officers  or
non-U.S.  experts  outside of the United  States that is based on United  States
federal or state securities law.

We may  not be  exempt  from  U.S.  taxation  on our  U.S.  source  shipping
income,  which  would  reduce  our net income and cash flow by the amount of
the applicable tax.

     If we are not eligible for exemption from tax under Section 883 of the U.S.
Internal  Revenue  Code,  we will be subject to a four  percent  tax on our U.S.
source shipping income,  which is comprised of 50 percent of our shipping income
attributable  to the  transport of cargoes to or from United  States  ports.  We
believe  that if we were not  eligible  for  exemption,  under  Section 883, our
potential tax liability for the three calendar  years 1999,  2000 and 2001 would
have been $174,987,  $29,458 and $487,000,  respectively.  Although we currently
believe  we are  exempt  from tax  under  Section  883 and  intend  to take this
position on our U.S. tax return,  reproposed  regulations  under Section 883, if
they become final as proposed,  may not permit us to continue to claim exemption
from tax under Section 883.


                                       11
<PAGE>

Many  of  our  seafaring  employees  are  covered  by  industry-wide  collective
bargaining  agreements  and the  failure  of  industry  groups  to  renew  those
agreements may disrupt our operations and adversely affect our earnings.

     We employ  approximately 600 seafarers,  of which a significant portion are
subject  to  industry-wide  collective  bargaining  agreements  that  set  basic
standards.  We cannot  assure  you that  these  agreements  will  prevent  labor
interruptions. Any labor interruptions could disrupt our operations and harm our
financial performance.

If we are treated as a passive foreign  investment  company,  a U.S. investor in
our common shares would be subject to disadvantageous rules under U.S. tax laws.

     If we are treated as a passive foreign investment company in any year, U.S.
holders of our shares would be subject to  unfavorable  U.S.  federal income tax
treatment.  We do not believe that we were a passive foreign  investment company
in 2001 or will be in any  future  year.  However,  passive  foreign  investment
company  classification is a factual determination made annually and thus may be
subject  to change if the  portion  of our income  derived  from  other  passive
sources, including the spot trading of LNG for our own account, were to increase
substantially.  Moreover,  the Internal  Revenue  Services may disagree with our
position that time  charters do not give rise to passive  income for purposes of
the  passive  foreign  investment  company  rules.   Accordingly,   there  is  a
possibility that we could be treated as a passive foreign investment company for
2001 or for any  future  year.  Please  see  Item 10,  "Additional  Information;
Taxation - U.S.  Taxation  of U.S.  Holders"  for a  description  of the passive
foreign investment company rules.

Terrorist  attacks,  such as the attacks on the United  States on September  11,
2001, and other acts of violence or war may affect the financial markets and our
business, results of operations and financial condition.

     As a result of the  September  11, 2001  terrorist  attacks and  subsequent
events, there has been considerable  uncertainty in the world financial markets.
The full effect of these  events,  as well as concerns  about  future  terrorist
attacks,  on the financial  markets is not yet known,  but could include,  among
other  things,   increased   volatility  in  the  price  of  securities.   These
uncertainties  could  also  adversely  affect our  ability to obtain  additional
financing on terms acceptable to us or at all.

     Future  terrorist  attacks may also  negatively  affect our  operations and
financial  condition and directly  impact our vessels or our  customers.  Future
terrorist attacks could result in increased  volatility of the financial markets
in the United  States and globally and could result in an economic  recession in
the United States or the world. Any of these  occurrences  could have a material
adverse impact on our operating results, revenue, and costs.

Risks Related to the LNG Shipping Industry

Over time, charter rates for LNG carriers may fluctuate substantially.  If rates
happen to be lower at a time when we are  seeking  a charter  for a vessel,  our
earnings will suffer.

     Charter rates for LNG carriers  fluctuate  over time as a result of changes
in the  supply-demand  balance  relating  to  current  and  future  LNG  carrier
capacity. This supply-demand relationship largely depends on a number of factors
outside our control.  The LNG market is closely  connected to world  natural gas
prices and energy markets,  which we cannot  predict.  A substantial or extended
decline in natural gas prices  could  adversely  affect our charter  business as
well as our business opportunities.  Our ability from time to time to charter or
re-charter  any vessel at  attractive  rates will depend on, among other things,
then prevailing economic conditions in the LNG industry.

The LNG  transportation  industry is  competitive  and if we do not  continue to
compete successfully, our earnings could be adversely affected.

     Although we  currently  generate  substantially  all of our  revenue  under
long-term contracts, the LNG transportation industry is competitive,  especially
with  respect  to  the  negotiation  of  long-term  charters.  Furthermore,  new
competitors with greater  resources could enter this industry and operate larger
fleets through consolidations, acquisitions, or the purchase of new vessels, and
may be able to offer lower  charter rates and more modern  fleets.  If we do not
continue to compete  successfully,  our earnings  could be  adversely  affected.
Competition may also prevent us from achieving our goal of profitably  expanding
into other areas of the LNG industry.

Shipping companies generally must conduct operations in many parts of the world,
and accordingly their vessels are exposed to international risks which could
reduce revenue or increase expenses.


                                       12
<PAGE>

     Shipping companies,  including those that own LNG carriers,  conduct global
operations.  Changing  economic,  regulatory  and  political  conditions in some
countries,  including political and military  conflicts,  have from time to time
resulted in attacks on vessels, mining of waterways, piracy, terrorism and other
efforts to disrupt shipping. The terrorist attacks against targets in the United
States on September 11, 2001 and the military  response by the United States may
increase the  likelihood  of acts of  terrorism  worldwide.  Acts of  terrorism,
regional  hostilities  or other  political  instability  could  affect LNG trade
patterns and reduce our revenue or increase our expenses.  Further,  we could be
forced to incur  additional and unexpected costs in order to comply with changes
in the laws or  regulations of the nations in which our vessels  operate.  These
additional costs could have a material adverse impact on our operating  results,
revenue, and costs.

Our insurance coverage may not suffice in the case of an accident or incident.

     The  operation  of any  ocean-going  vessel  carries  an  inherent  risk of
catastrophic  marine  disaster  and  property  loss  caused by  adverse  weather
conditions,   mechanical   failures,   human   error,   hostilities   and  other
circumstances or events. The transportation of LNG is subject to the risk of LNG
leakage and business  interruptions  due to political  circumstances  in foreign
countries,  hostilities  and labor  strikes.  Events such as these may result in
lost revenues and increased costs for us.

     We carry insurance to protect against the  accident-related  risks involved
in the conduct of our business and environmental damage and pollution insurance.
However,  we cannot assure investors that we have adequately  insured  ourselves
against all risks,  that any particular claim will be paid out of such insurance
or that we will be able to procure adequate  insurance  coverage at commercially
reasonable  rates  or  at  all  in  the  future.  More  stringent  environmental
regulations at times in the past have resulted in increased  costs for insurance
against the risks of environmental  damage or pollution.  Our insurance policies
contain  deductibles  for  which  we  will be  responsible.  They  also  contain
limitations and exclusions that,  although we believe them to be standard in the
shipping industry, may increase our costs or lower our profits. Moreover, if the
mutual  insurance  protection and indemnity  association  that provides our tort
insurance  coverage  were to suffer large  unanticipated  claims  related to the
vessel owners,  including us, that it covers, we could face additional insurance
costs.

If any of our LNG carriers discharged fuel oil into the environment, we might
incur significant liability that would increase our expenses.

     As with  all  vessels  using  fuel  oil for  their  engines,  international
environmental  conventions,  laws  and  regulations,  including  United  States'
federal laws,  apply to our LNG  carriers.  If any of the vessels that we own or
operate were to discharge  fuel oil into the  environment,  we could face claims
under these  conventions,  laws and regulations.  We must also carry evidence of
financial responsibility for our vessels under these regulations.  United States
law also permits  individual  states to impose their own liability  regimes with
regard to oil  pollution  incidents  occurring  within their  boundaries,  and a
number of states have enacted legislation  providing for unlimited liability for
oil spills.

Any future changes to the laws and regulations governing LNG carrier vessels
could increase our expenses to remain in compliance.

     The laws of the nations where our vessels operate as well as  international
treaties and conventions regulate the production, storage, and transportation of
LNG.  While we  believe  that we  comply  with  current  International  Maritime
Organization,  or IMO, regulations, any future noncompliance could subject us to
increased  liability,  lead to  decreases in  available  insurance  coverage for
affected  vessels and result in the denial of access to, or  detention  in, some
ports.  Furthermore,  in order to continue  complying  in the future with United
States  federal and state laws and  regulations  as then in force,  or with then
current  regulations  adopted by the IMO, and with any other future regulations,
we may be forced to incur  additional  costs  relating  to such  matters  as LNG
carrier construction,  maintenance and inspection  requirements,  development of
contingency plans for potential leakages and insurance coverage.

Risks Related to our Common Shares

Our  Chairman  effectively  controls us and may have the ability to  effectively
control the outcome of significant corporate actions.

     John Fredriksen, our chairman, and his affiliated entities beneficially own
50.01 percent of our outstanding  common shares. As a result, Mr. Fredriksen and
his affiliated  entities have the ability to effectively  control the outcome of
matters on which our shareholders  are entitled to vote,  including the election
of all directors and other significant corporate actions.


                                       13
<PAGE>

Our annual historical financial information may not accurately reflect what our
results of operations, financial position and cash flows would have been had we
been a separate, stand-alone entity during the periods presented.

     All of the annual historical financial information that we have included in
this registration  statement has been carved out from the consolidated financial
statements and information of Osprey. We were not a separate, stand-alone entity
for the annual periods  presented and therefore this financial  information  may
not accurately  reflect what our results of operations,  financial  position and
cash flows would have been had we been a separate, stand-alone entity during the
periods  presented.  In  addition,  the  annual  historical  information  is not
necessarily indicative of what our results of operations,  financial position or
cash flows will be in the future.

Because we are a Bermuda corporation, you may have less recourse against us or
our directors than shareholders of a U.S. company have against the directors of
that U.S Company.

     Because we are a Bermuda company the rights of holders of our common shares
will be governed by Bermuda law and our memorandum of association  and bye-laws.
The rights of  shareholders  under  Bermuda  law may  differ  from the rights of
shareholders in other  jurisdictions.  Among these  differences is a Bermuda law
provision  that permits a company to exempt a director  from  liability  for any
negligence,  default,  or  breach  of a  fiduciary  duty  except  for  liability
resulting  directly  from that  director's  fraud or  dishonesty.  Our  bye-laws
provide  that no director or officer  shall be liable to us or our  shareholders
unless the director's or officer's liability results from that person's fraud or
dishonesty.  Our  bye-laws  also  require us to  indemnify a director or officer
against any losses  incurred by that  director or officer  resulting  from their
negligence or breach of duty except where such losses are the result of fraud or
dishonesty.  In addition,  under Bermuda law the directors of a Bermuda  company
owe their duties to that company, not to the shareholders.  Bermuda law does not
generally  permit  shareholders  of a Bermuda  company  to bring an action for a
wrongdoing  against the company,  but rather the company itself is generally the
proper  plaintiff  in an  action  against  the  directors  for a breach of their
fiduciary duties.  These provisions of Bermuda law and our bye-laws,  as well as
other  provisions not discussed  here, may differ from the law of  jurisdictions
with  which  investors  may be more  familiar  and may  substantially  limit  or
prohibit shareholders ability to bring suit against our directors.


ITEM 4.  Information On The Company

History and Development of the Company

     We are a holding  company  formed on May 10, 2001 and we currently  own and
operate a fleet of six liquefied natural gas, or LNG,  carriers.  We are engaged
in the acquisition,  ownership, operation and chartering of LNG carriers through
our subsidiaries.  We own five of our vessels through wholly-owned  subsidiaries
and we have a 60 percent  interest  in the owning  company of the sixth  vessel.
This sixth  vessel,  the Golar Mazo,  was  delivered  to us in January 2000 as a
newbuilding. Additionally, we have contracts to build four LNG carriers. Our six
LNG carriers are all currently  employed under long-term charter  contracts.  We
have also entered into a long-term charter for one of our newbuildings.

     We are  incorporated  under the laws of the Islands of Bermuda and maintain
our principal  executive  headquarters  at  Par-la-Ville  Place, 14 Par-la-Ville
Road, Hamilton, Bermuda. Our principal ship-management offices are located at 30
Marsh Wall, London, United Kingdom.

     Our  business  was  originally  founded in 1946 as  Gotaas-Larsen  Shipping
Corporation.  Gotaas-Larsen  entered the LNG  shipping  business in 1970 and was
acquired by Osprey  Maritime  Limited,  then a Singapore  listed publicly traded
company,  in 1997. In August 2000, World Shipholding Ltd., a company  indirectly
controlled  by  John  Fredriksen,   our  chairman,   president  and  controlling
shareholder,  commenced an acquisition  of Osprey.  World  Shipholding  gained a
controlling  interest  of more than 50  percent of Osprey in  November  2000 and
increased  this interest to over 90 percent in January 2001.  World  Shipholding
completed its  acquisition  in May 2001.  Osprey was delisted from the Singapore
Stock Exchange in May of 2001.

     On May 21, 2001,  we acquired the LNG shipping  interests of Osprey,  which
included  one  newbuilding  contract  and an option  for a  further  newbuilding
contract.  We also entered into a purchase agreement with Seatankers  Management
Company Ltd., a company indirectly controlled by our chairman,  John Fredriksen,
to purchase its one  newbuilding  contract for an LNG carrier and its options to
build three new LNG  carriers.  Two of the  newbuilding  options have since been
exercised and two have expired.


                                       14
<PAGE>

Business Overview

The Natural Gas Industry

     Natural gas has been over the last two decades,  and is expected to be, one
of the world's  fastest  growing energy sources over the next 20 years.  Already
responsible  for 25 percent of the  world's  energy  supply,  the  International
Energy Agency, or IEA, projects that demand for natural gas will rise by 2.7 per
cent per annum over the next two decades. According to the IEA, new power plants
are expected to provide the majority of this incremental demand.

     The rate of growth of natural gas consumption has been almost twice that of
oil consumption during the last decade. The primary factors  contributing to the
growth of natural gas demand include:

     o    Costs:  Technological advances and economies of scale have resulted in
          reduced  prospecting,  processing and transportation costs for natural
          gas, thereby lowering capital expenditures.

     o    Environmental:  Natural gas is a clean-burning  fuel. It produces less
          carbon  dioxide and other  pollutants and particles per unit of energy
          production  than  coal,  fuel oil and other  common  hydrocarbon  fuel
          sources.

     o    Demand from Power Generation: According to the IEA, natural gas is the
          fastest  growing  fuel source for  electricity  generation  worldwide.
          While  coal  is  currently  the  predominant  fuel  source  for  power
          generation,  accounting for nearly 33 percent of total consumption for
          that  purpose,  natural gas use is expected to grow from 19 percent of
          power fuel consumption in 1999 to 26 percent by 2020.

     o    Market  Deregulation:  Deregulation  of the  gas  and  electric  power
          industry in the United  States,  Europe and Japan,  along with a trend
          towards  further  privatization  and  liberalization  of  natural  gas
          markets,  has resulted in new  entrants  and an  increased  market for
          natural gas.

     o    Significant  Natural Gas Reserves:  Approximately  half of the world's
          remaining hydrocarbon reserves are natural gas.

     Europe,  the  former  Soviet  Union and the  United  States  accounted  for
approximately  74 percent of total world  consumption of natural gas in 2000. In
these areas,  there is a highly developed pipeline grid and natural gas usage is
diversified among the different sectors described below. In 2000, Asia accounted
for 12 percent of the world natural gas consumption with Japan being the largest
consumer.

      The primary applications for natural gas include the following:

     o    Power  Generation:  Natural  gas  is  increasingly  used  to  generate
          electricity.  In the United States, the consumption of natural gas for
          this purpose  increased 11 percent per year on a compound annual basis
          from 1996 to 2000. In 2000, the power generation sector constituted 25
          percent of total natural gas  consumption in Western Europe and 14 per
          cent of the total natural gas  consumption  in the United  States.  In
          South  Korea and Japan,  where most of the  natural gas is imported by
          sea,  power   generation   accounted  for  33  percent  of  total  gas
          consumption in 2000.

     o    Industrial:  Industrial  consumers include  manufacturers,  businesses
          involved in  extraction or refining of minerals,  agriculture  and the
          construction  industry. In the industrial sector,  natural gas is used
          for  plant  operations,  cogeneration  of  electric  power,  and as an
          industrial   feedstock  for  producing   products  such  as  methanol,
          hydrogen,  dimethyl ether,  and other organic  chemical  products.  In
          2000,  the industrial  sector  constituted 46 percent of total natural
          gas consumption in the United States,  28 percent of total natural gas
          consumption in Western Europe, 19 percent in South Korea, but only two
          percent of total natural gas consumption in Japan.

     o    Residential:  Natural gas consumed in the  residential  sector is used
          mainly  for  heating,  air  conditioning  and  cooking.  In 2000,  the
          residential  sector  constituted  24  percent  of  total  natural  gas
          consumption  in the United  States and 29 percent of total natural gas
          consumption in Western Europe.


                                       15
<PAGE>

     o    Commercial:  In the commercial sector,  natural gas is used mainly for
          heating   and   air   conditioning.   Commercial   consumers   include
          non-manufacturing  establishments  such as office buildings,  shopping
          centers,  hotels,  paper and pulp  processing  plants,  fisheries  and
          governmental agencies. In 2000, the commercial sector accounted for 16
          percent of total natural gas  consumption  in the United  States,  but
          only eight percent of total natural gas consumption in Western Europe.

     Minor volumes of natural gas in its  compressed  form,  known as compressed
natural  gas,  or CNG,  are also used for  transportation,  mainly for buses and
larger vehicles such as trucks.

The LNG Industry

Overview

     Of the natural gas consumed  worldwide in 2000, 5.7 percent was supplied as
LNG.  LNG  is  liquefied  natural  gas,  produced  by  cooling  natural  gas  to
- -163(degree)C  (-256(Degree) Fahrenheit),  which is just below the boiling point
of LNG's main  constituent,  methane.  LNG is  produced in  liquefaction  plants
situated  around  the globe  near gas  deposits.  In its  liquefied  state,  LNG
occupies  approximately  1/600th the volume of its gaseous  state.  Liquefaction
makes it possible to  transport  natural  gas  efficiently  and safely by sea in
specialized  vessels  known as LNG  carriers.  LNG is stored at  slightly  above
atmospheric pressure in cryogenic tanks. LNG is converted back to natural gas in
regasification plants by raising its temperature.

LNG Transmission Process

               Step 1               Step 2                    Step 3

            Liquefaction           Shipping                Regasification
            ------------           --------                --------------

                               [GRAPHIC OMITTED]

Source: BP

     The first LNG project was  developed in the  mid-1960s and in the mid-1970s
LNG  began  to play a larger  role as  energy  companies  developed  remote  gas
reserves that could not be served by pipelines in a cost-efficient  manner.  The
LNG industry has historically been characterized by the following:

     o    Expectation  of Security  and  Diversification  of Supply:  East Asian
          countries,  led by Japan, searching for a non-OPEC,  non-oil source of
          energy,  have been the dominant consumers of LNG. The LNG import trade
          has grown strongly in markets with few domestic hydrocarbon resources.

     o    High Project Cost:  Most projects have been highly capital  intensive,
          with the success of projects tied to exploiting remote gas fields that
          could sustain production over periods as long as 30 years.

     o    Long-Term Contracts: The high capital expenditures associated with LNG
          projects have necessitated long-term contracts. Typically, pricing has
          been  tied to the  price of oil and  contracts  have  been  for  large
          volumes on a take or pay basis. Pre-selling all planned production and
          plant  capacity  has been  used to  finance  projects.  The  long-term
          charter of LNG carriers to carry the LNG has been an integral  part of
          any project.

     o    Concentrated Production:  The Middle East and Southeast Asia, together
          with  Algeria,  have  historically   accounted  for  the  overwhelming
          majority of LNG production.


                                       16
<PAGE>

Historical and Prospective Growth in Demand for LNG

     Over the last two decades,  LNG consumption  has shown sustained  growth of
8.1  percent per year - far higher  than the 1.1  percent  annual  growth in the
consumption of oil.  Fearnleys  Consultants A.S, or Fearnleys,  projects overall
LNG trade to grow at a rate of  approximately  six  percent  per annum  from now
until 2010. By 2010, LNG trade is expected to equal 179 million tonnes,  up from
approximately 100 million tonnes in 2000. The Information  Administration of the
United States  Department of Energy  forecasts annual growth of eight percent in
LNG imports into the United States through 2020. There is no guarantee that this
will happen.

     In recent years,  the global LNG industry has been in transition,  changing
from the old model of long-term  contracts with dedicated  ships attached to the
specific trade routes and gas pricing tied to the price of different hydrocarbon
fuels such as oil and coal,  to a more  flexible  market  model for gas contract
volumes, contract periods, gas prices and ship allocation.  While this new model
is still in its infancy, some of the key factors influencing its growth are:

     o    Deregulation  of Power and Gas  Industries in Asia,  North America and
          Europe: With trends toward  deregulation and further  privatization in
          Asia and  Europe,  many  utilities  are  reluctant  to rely  solely on
          long-term   take  or  pay  contracts  with  fixed  volumes  and  price
          structures.

     o    Improved  Competitiveness:  During the last decade,  LNG's  commercial
          competitiveness  has  improved  dramatically.  Costs  associated  with
          natural  gas  field   development   have  fallen  and  LNG  production
          facilities have become cheaper, larger and more efficient. The cost of
          shipping has also declined due to  significantly  reduced costs of LNG
          carrier construction and the prolonged lives of LNG carriers.

     o    Projects with Paid Down  Infrastructure:  After being in operation for
          two to three  decades,  several  LNG  projects  have  satisfied  their
          project  finance.  The owners of these  projects are now able to offer
          more flexibility in considering contract terms.

     o    Access  to  Remote  Gas  Reserves:  New  areas of  exploration  due to
          advances  in  exploration  production  technology  have  yielded  more
          potential natural gas production projects.

As a result of these  factors and other  industry  developments,  the  following
trends are driving the global LNG market:

     o    Strong Growth in Demand: Due to improved  competitiveness,  demand for
          natural gas as a preferred source of energy,  has been growing in both
          Asia and in the counties  bordering the Atlantic Basin, which includes
          the Atlantic Ocean and adjacent  bodies of water bordered by North and
          South  America  to the west and the west coast of Europe and Africa to
          the east.

     o    Surplus LNG from Projects: In many cases, LNG liquefaction plants have
          the  ability to produce  more LNG than the  volumes  required  under a
          project's long-term contract.  During build-up periods for contractual
          volumes, there are also often potential excess volumes for export. The
          growth of liquefaction capacity makes more LNG available for potential
          short-term contracts or spot trading.

     o    Gas Flaring and LNG Production:  Capture of flared gas from oil fields
          associated  with oil  production  constitutes  a new source of natural
          gas. In many  producing  regions,  the gas  associated  with oil field
          operations  has been either  reinjected  into the reservoir or flared.
          Environmental regulations have increasingly prohibited the practice of
          flaring.

     o    Emergence  of New  Contract  Structure:  Increasingly,  LNG  trade  is
          expected to be contracted for the short-term,  in smaller volumes with
          built-in flexibility to move deliveries to third parties.

     o    Improved Gas Power Plant  Efficiency:  The power generation sector has
          recently  increased its  consumption of natural gas as a result of the
          development  of combined  cycle gas  turbines.  These  turbines  are a
          competitive  means of generating  electricity and are considered to be
          more  environmentally  sound than those methods used in the production
          of electricity using coal and fuel oil.


                                       17
<PAGE>

     o    Growth in Atlantic Basin LNG Trade: While the region is also served by
          pipelines,  the Atlantic Basin,  in particular,  may see increased LNG
          trade due to recent  growth in exports of LNG from newly  commissioned
          production facilities in Trinidad & Tobago and Nigeria. Atlantic Basin
          countries present a wide range of potential markets, including several
          European countries and the United States.

     o    Interest in New Infrastructure: The overall market growth has resulted
          in increased  interest in both onshore and offshore LNG production and
          receiving capacities.

Production and Consumption of LNG

   Production

     There are three major  regional  areas that  supply  LNG.  These are first,
Southeast Asia, including Australia,  Malaysia, Brunei and Indonesia, second the
Middle East,  including  Qatar,  Oman and United Arab Emirates  with  facilities
planned in Iran and Yemen, and third,  the Atlantic Basin  countries,  including
Algeria,  Libya,  Nigeria and Trinidad with facilities planned in Egypt, Angola,
Venezuela and Norway.  There is also an LNG export facility in the United States
(Alaska) that primarily supplies Japan. New production facilities are planned in
Iran, Egypt, Angola,  Nigeria,  Venezuela and Norway.  Qatar, Oman, Trinidad and
Nigeria have all began large scale LNG production in recent years.

     Total  exports  and  imports of LNG were just above 100  million  tonnes in
2000.  This amount is projected by  Fearnleys to increase to  approximately  179
million tonnes by 2010. The twelve exporting  countries  represented  above have
sixteen liquefaction  facilities that, combined,  can produce  approximately 125
million tonnes of LNG per year.

      The largest exporters are listed below based on data for 2000 contained in
the BP Statistical Review of World Energy, June 2001.

     o  Indonesia              26.1 million tonnes of LNG or 26.1% of exports
     o  Algeria                19.2 million tonnes of LNG or 19.2% of exports
     o  Malaysia               15.3 million tonnes of LNG or 15.3% of exports
     o  Qatar                  10.2 million tonnes of LNG or 10.2% of exports
     o  Australia               7.4 million tonnes of LNG or  7.4% of exports

     Other LNG  producing  countries and areas include  Brunei,  Oman,  Nigeria,
United Arab Emirates,  Trinidad & Tobago,  Libya and Alaska.  Based on published
reports, a number of existing LNG exporting plants are either being expanded, or
are  planning   expansion.   These   include   plants  in   Australia,   Brunei,
Indonesia-Bontang,  Malaysia,  Nigeria,  Oman,  Trinidad  &  Tobago  and two LNG
projects in Qatar.

   Consumption

     The two major areas that  dominate  worldwide  consumption  of LNG are East
Asia, including Japan, South Korea and Taiwan, and Europe,  specifically France,
Spain, Italy, Belgium and Turkey. East Asia currently accounts for approximately
71 percent of the global LNG market while Europe accounts for  approximately  23
percent.  The United States presently accounts for approximately five percent of
the global LNG  market,  but has  experienced  a growth in LNG imports in recent
years.

     There are currently 11 LNG importing countries with 38 importing terminals.
Two of these countries - Greece and Puerto Rico - commenced accepting deliveries
in 2000. The largest LNG importers in 2000 were as follows:

     o  Japan             52.9 million tonnes of LNG or 52.9% of total imports
     o  South Korea       14.4 million tonnes of LNG or 14.4% of total imports
     o  France             8.2 million tonnes of LNG or  8.2% of total imports
     o  Spain              6.2 million tonnes of LNG or  6.2% of total imports
     o  United States      4.6 million tonnes of LNG or  4.6% of total imports

     Japan and South  Korea are  currently  the two  largest  importers  of LNG,
accounting for approximately 67 percent of the  world total LNG imports in 2000.
Almost all  natural  gas  consumption  in Japan and South  Korea is based on LNG
imports.  According to published reports,  work is in progress to build up to 15
additional LNG import facilities in China,  India, the Bahamas,  Brazil,  Italy,
Japan, Mexico, Spain, Portugal, Taiwan and Turkey, among others.

     In January 2000, the Chinese government  formally approved a plan to import
LNG into Guangdong,  near Hong Kong,  with a targeted  start-up date of 2005. In
India,  an LNG  terminal at Dabhol is  currently  being  completed,  and in 2000
contracts  were entered  into for the  construction  of LNG import  terminals in
Dahej and Cochin.


                                       18
<PAGE>

     The cost of  constructing  LNG import  facilities has  decreased.  This has
enabled small or low volume markets such as Puerto Rico, the Dominican  Republic
and Greece to receive imports on a cost-effective basis.

     Imports of LNG into the United States in 2000  increased by 70 percent from
1999 to around 4.6 million  tonnes.  During 2000, two LNG import  terminals were
operated  in the  United  States,  one in Lake  Charles,  Louisiana,  and one in
Boston,  Massachusetts.  Two terminals,  one at Elba Island,  Georgia and one at
Cove Point,  Maryland are being  reactivated,  primarily  due to  increased  LNG
import demand in the United States.  The Elba Island  terminal was opened by the
end of 2001.  Cove Point has a  scheduled  reopening  during the second  half of
2002.  This will  approximately  double United States LNG import capacity by the
end of 2002.  Expansion  plans exist for the Lake Charles,  Elba Island and Cove
Point facilities.

     The  largest LNG trade route in recent  years has been  Indonesia  to Japan
while the  second  largest  has been  Malaysia  to Japan.  The  world's  largest
seaborne LNG trades are shown in the graph below.

LNG Trades

                    Worlds Largest LNG Trade Routes 1998-2000

                               [BAR CHART OMITTED]

Golar Mazo:  Charter through 2017; options through 2027.
Golar Spirit: Charter through 2006; options through 2008.
Khannur:  Charter through 2009; options through 2019.
Gimi:  Charter through 2011; options through 2021.
Hilli:  Charter through 2012; options through 2022.
Golar Freeze:  Charter through 2008.
Newbuild 2215:  Charter from 2003 through 2023; options through 2033.

                                                                  Million Tonnes
                                                                        per Year
                                                                  --------------
Total Trade 1998                                                            83.3
Total Trade 1999                                                            91.5
Total Trade 2000                                                           100.0

      Source: BP Statistical Review of World Energy, June 2001

     Emerging Spot Market and  Short-Term  Trades.  In 2000,  there were 112 LNG
trade routes, an increase of 62 percent from 1995.  According to Fearnleys,  the
main reason for this rapid  increase has been the advent of spot and  short-term
trading  activity in LNG. The spot market  utilizes  surplus export capacity and
shipping on routes other than, or not necessarily the same as, those for which a
facility  was  originally  dedicated.  Spot  activity  refers to single cargo or
non-project  related  series of  cargoes  over a pre-set  period  generally  not
exceeding  one  year.  Short-term  trading  activity  for the  purposes  of this
discussion refers to contracts of up to four years. During the 1990s, the volume
of spot and  short-term  trading  activity rose from  virtually  zero in 1990 to
approximately  eight  percent of total world trade in LNG in 1999,  according to
Fearnleys.

     A combination  of the following key factors may favor the  development of a
spot market, particularly in the Atlantic Basin:

     o    excess LNG production above long-term  contracted volumes;

     o    increased  receiving  capacity by reopening  and  expansions of United
          States import  facilities;

     o    new and increased receiving capacity in Europe;

     o    spare LNG shipping capacity;

     o    deregulation and liberalization of natural gas markets and prices; and

     o    liquidity in the derivatives market for natural gas.

     In order  to  utilize  market  opportunities,  unsold  LNG  volumes,  spare
shipping  and terminal  capacity,  industry  participants  may enter the spot or
short-term LNG market to:

     o    take  advantage  of  arbitrage  opportunities  between LNG markets and
          regions; and

     o    manage variations in demand due to seasonal fluctuations and increased
          regasification during peak demand periods.


                                       19
<PAGE>

Pipelines versus LNG

     Natural gas pipelines are the main  alternative to seaborne  transportation
of LNG. According to Fearnleys,  transporting  natural gas as LNG is generally a
more economical form of natural gas  transportation as compared to pipelines for
distances  over 2,000 miles.  Pipelines are often the most  economical  means of
transporting  natural gas over short  distances,  assuming  an easy  pipe-laying
route.  However,  a number of  economic  and  non-economic  factors  affect  the
decision whether to import gas through a pipeline. These include:

     o    the nature of the terrain along the supply route;

     o    the political  stability of the countries or regions through which the
          pipeline passes;

     o    access to land for the pipeline; and

     o    regulatory obstacles.

     LNG, by  contrast,  may be shipped  directly to the port that is nearest to
the point of consumption.  Since LNG is easily storable,  LNG may also serve for
"peakshaving",  or  increasing  regasification  during peak  demand  periods for
natural  gas or as extra  supplies  if there is an  interruption  in the  normal
supply  to the  local  energy  market.  Further,  shipping  LNG by sea  provides
considerably   greater   flexibility  than  transporting   natural  gas  through
pipelines, which are fixed-route structures.

LNG Transportation

     LNG  delivery  depends  on  availability  of  LNG  carriers.   While  these
specialized and high cost vessels are generally  chartered  long-term to satisfy
the transportation  needs of a specific LNG trade route, the emerging short-term
and spot trading market for LNG should require separate carrier capacity for its
needs.

Demand for LNG Shipping

     Demand for LNG  carriers is commonly  measured by the volume of LNG carried
multiplied  by the  distance  traveled  between  LNG  producers  and  importers,
expressed in cubic meter-nautical miles or cbm-miles.  In 2000, shipments of LNG
measured in cbm-miles increased  approximately 20 percent from 1999, and shipped
LNG volumes increased by nine percent.  As a result,  demand for LNG carriers in
2000 increased at a rate that exceeded the increase in shipped volumes.

     The graph below compares the development of seaborne trade of LNG by volume
with cbm-miles of LNG carried since 1990.

                         Seaborne LNG Trade Development

                               [BAR CHART OMITTED]

            Source: BP, Fearnleys,  Petroleum Economist

     As the graph shows,  cbm-miles as an indicator of demand for shipping  have
grown more than LNG volumes  over the past few years,  indicating  that  average
shipping distance in nautical miles is increasing.

The LNG Fleet

     Supply of LNG Carriers.  As of November 1, 2001, the world fleet  consisted
of 127 LNG carriers  with a total  capacity of 14.3 million cbm. The average age
of the fleet was 14.9 years.  There were known orders for 47 new LNG carriers to
be constructed for delivery from the balance of 2001 through the end of 2005. In
addition,  seven  newbuilding  orders  were  placed  that were  subject to final
approval.  Of these seven orders,  three were for the Snohvit  project in Norway
and four were for the Nigerian LNG expansion project. As of April 2002 the world
fleet consisted of 128 LNG carriers with a total capacity of approximately  14.5
million cbm.  Historical  and  projected LNG fleet  development  is shown in the
graph below.

                             LNG Fleet Development
                                 Start of Year

                               [BAR CHART OMITTED]

*    Data for the years 2002  through  2005 are based on  scheduled  newbuilding
     deliveries and assume no scrapping/losses.

Source: Fearnleys

     Most LNG carrier  newbuildings  follow  standard  ship designs with a cargo
capacity generally between  120,000-140,000 cubic meters. There are also several
smaller LNG ships, often built for dedicated trades.  According to Fearnleys, 96
out of the existing 128 LNG carriers,  including all 47 LNG carriers known to be
on  order,  are in the  120,000-140,000  cbm size  bracket.  Four  main  factors
determine this design:

     o    port restrictions;

     o    cargo containment system design;

     o    economies of scale achieved by building larger ships; and

     o    vessel speed.


                                       20
<PAGE>

     LNG carriers have a longer service life than  conventional  tankers or bulk
carriers,  with a possible economic life of approximately 40 years.  Therefore a
significant  number of LNG  carriers  that  were  built in the  mid-1970s  still
actively trade. In recent contract renewals,  LNG vessels have been placed under
time charters with terms  surpassing  those  vessels' 40th  anniversaries.  As a
result, limited scrapping of LNG carriers has occurred.

     Ownership  Structure.  There are relatively few independent  ship owners in
the LNG business as compared with other merchant shipping sectors. The major LNG
project  exporters or importers  control most of the LNG fleet.  Independent LNG
shipowners,  in addition to Golar,  include  Bergesen D.Y. and Leif Hoegh & Co.,
Mitsui O.S.K. Lines in association with, amongst others, Nippon Yusen Kaisha,
K-Line and Exmar N.V.

     LNG Shipyard  Capacity.  The estimated  building time for an LNG carrier is
30-34  months.  Berths  suitable  for  building LNG carriers can also be used to
build large crude or dry bulk carriers,  cruise ships,  large container  vessels
and large offshore units.  Demand for such ships tends to influence a shipyard's
LNG  newbuilding  capacity and LNG newbuilding  prices.  The following yards are
licensed to build LNG carriers:

     o    Korea: Daewoo Heavy Industries, Hyundai Heavy Industries, Hanjin Heavy
          Industries & Construction Co., Ltd, Samsung Heavy Industries Co. Ltd.

     o    Japan:  NKK  Corp.,  Mitsui  Engineering  &  Shipbuilding  Co.,  Ltd.,
          Mitsubishi  Heavy  Industries,  Kawasaki Heavy  Industries  Co., Ltd.,
          Ishikawajima-Harima Heavy Industries Co., Ltd.

     o    Europe:  Kvaerner Masa Yard,  Chantiers de  L'Atlantique,  HDW,  IZAR,
          Fincantieri

     o    United States: Newport News, Avondale

     Only IZAR,  the four Korean yards and three  Japanese yards have had recent
experience with LNG shipbuilding.  The United States yards have not competed for
international newbuilding orders in recent years.

     LNG Vessel Cargo Containment  Systems.  LNG carriers  principally use three
LNG vessel containment system designs:

     o    two membrane designs (Technigaz and Gaztransport)

     o    a spherical design (Moss-Rosenberg)

     Of the current world fleet, approximately 60 percent use the Moss-Rosenberg
spherical design while 40 percent use one of the two membrane designs.  Of South
Korea's four LNG  shipbuilding  yards,  three build  vessels  using the membrane
designs.  Both the membrane and  spherical  designs have proven to be capable of
transporting LNG over a long period of time with limited wear and tear.

     Current Orderbook.  Based on current yard  availability,  the delivery date
for  a  new  LNG  vessel  ordered  today  is  likely  to be  in  2005.  Any  new
project/trade with LNG vessel demand before 2005 may have to rely on third party
tonnage until potential new orders can be delivered.

     LNG  Newbuilding  Trends.  LNG carriers  continue to be built for long-term
contracts  of 20-25  years  duration  tied to new export and import  facilities.
Major oil and gas  companies  such as Royal Dutch  Shell,  BG and BP, which have
interests in several export and import terminals, have ordered new LNG carriers.
Based on publicly available reports, these ordered LNG carriers are not yet tied
to any specific projects or long-term LNG sale and purchase agreements,  but are
expected to  supplement  these  companies'  existing LNG  activities  around the
world.  The cost to build LNG tankers has  fluctuated  from $280  million in the
early 1990s to approximately $160-175 million at the end of 2001.

     Barriers to Entry in LNG Shipping.  The principal  barriers to entry to the
LNG  shipping  business  include the high cost of LNG vessels,  charterers'  and
financiers'  requirements  such as  experience  in the operation of gas vessels,
history  of  quality  operations,  financial  strength  and the need for  highly
qualified personnel. The LNG shipping business is a small and highly specialized
shipping  segment  compared to other bulk shipping  segments and is dominated by
oil  majors  and LNG  project  owners  and  operators.  Since  LNG  shipping  is
relatively  capital  intensive,   sufficient  funding  and  credit  ratings  are
important commercial  elements.  It is also costly and demanding for yards to be
accepted and receive a license to build the different designs.


                                       21
<PAGE>

Our Business Strategy

     Our  strategic  objective  is to use our  position  among  independent  LNG
operators to become a leader in vertically  integrated LNG services.  In pursuit
of this objective,  we plan to expand and diversify our LNG shipping operations,
capitalize  on our  shipping  assets and  specialized  industry  knowledge,  and
exploit available  arbitrage  opportunities  afforded by price differentials for
natural gas worldwide. Depending on market conditions, we will consider entering
LNG trading  activities and vertically  integrating into further  attractive LNG
activities such as liquefaction and regasification. We set forth below our three
principal   strategies  and  what  we  believe  to  be  the  attractive   market
opportunities related to them.

     Maximize earnings from our LNG shipping business. We benefit from long-term
contracts  that provide stable cash flows and the  opportunities  for attractive
margins. To further enhance the earnings from our LNG shipping business, we plan
to:

     o    Capitalize  on  attractive  charter  contracts.  We have  entered into
          construction   agreements  for  four  new  LNG  carriers.   The  first
          newbuilding  that  will be  delivered  to us has  been  employed  on a
          long-term charter to a British Gas subsidiary,  which will commence on
          delivery. We are considering various employment  opportunities for the
          remaining three newbuildings that may include medium-term or long-term
          charter contracts,  trading in the developing spot LNG carrier charter
          market, that is, carrying LNG under short-term  contracts of up to one
          year or on a per voyage basis, and entering LNG trading.

     o    Expand our fleet to increase revenues and earnings.  We may expand our
          fleet  through new orders or by acquiring  existing LNG carriers  from
          third parties. Such acquisitions can give us additional flexibility to
          avail  ourselves of  opportunities  either in the  long-term  contract
          market or the emerging spot market.

     o    Continue building scale to increase operating efficiencies and enhance
          margins. We are working to identify areas in which we can reduce costs
          and  increase  productivity.  Three of our current  vessels are sister
          ships and the newbuildings that we have ordered will consist of a pair
          of sister ships.  This allows us to reduce  operating costs per vessel
          by sharing spare parts,  inventories,  equipment,  and avoiding excess
          administrative  costs. As we expand our fleet, we also believe we will
          be able to reduce incremental costs per vessel and increase margins.

     Embark on LNG trading  activities.  If market conditions are favorable,  we
will  consider  expanding  our LNG  shipping  operations  by using our  industry
knowledge to begin  trading LNG as a principal.  We believe that trading LNG can
enhance our returns.  We may seek long-term supply contracts for the delivery of
LNG at a fixed price because we believe that these  contracts  would  strengthen
our  ability to take  advantage  of LNG  trading  opportunities  resulting  from
pricing  disparities in an LNG spot market.  We may also pursue trading  through
alliances  with large,  well-established  LNG  industry  participants  that have
access to LNG  resources  and LNG  markets.  We would  expect  such a  strategic
partner to contribute its unused LNG production and liquefaction capacity or its
excess regasification  capacity and related access to LNG consumers.  In return,
we would use an  uncommitted  vessel to carry the related LNG. We are  currently
discussing  such  alliances  with a  number  of  well-established  LNG  industry
participants. We may also embark on such trading activities independently. We do
not currently intend to trade LNG or natural gas derivatives.

     Vertically  integrate into upstream and downstream LNG  activities.  We are
considering pursuing  opportunities to leverage our expanded shipping assets and
our LNG industry  knowledge to integrate  vertically into the  liquefaction  and
regasification  of LNG. We believe this can enhance our overall margins while at
the same time  diversifying  our  sources of income from LNG. In pursuit of this
strategy,  we will consider  investing in both  established  LNG  operations and
technologies  as  well  as  newly  developing  technologies,  such  as  offshore
liquefaction and regasification operations.

     All of these strategies require the consideration and approval of our board
of directors and we cannot guarantee  investors that we will pursue any of them.
If  approved,  capital  projects of this nature  typically  require  substantial
investment over several years.


                                       22
<PAGE>

Competitive Strengths

     We  believe  that our  features  listed  below  distinguish  us from  other
participants in the LNG transportation industry.

     o    Our market  position and LNG shipping  experience.  We believe that we
          are the only company  focusing  exclusively on the LNG  transportation
          industry,  and that we have  established  our  position  as a  leading
          independent  owner and operator of LNG  carriers.  We plan to build on
          this position with our four  commissioned  newbuildings.  The loading,
          carriage  and  delivery  of LNG  require  special  expertise.  We have
          accumulated this expertise through more than 25 years of operating LNG
          carriers. Our vessels and crews have loaded cargoes from virtually all
          of the  world's LNG export  terminals  and have  delivered  cargoes to
          every  major LNG import  facility in the world.  We believe  that this
          experience  and the  quality  of our  vessels  make  us an  attractive
          service provider to both current and potential customers.

     o    Our  fleet  and   newbuildings.   We   operate  a   high-quality   and
          well-maintained  fleet and have been successful at keeping unscheduled
          offhire  to a  minimum  while  our  vessels  are on  charter.  We have
          embarked on a six-year,  $29.5 million refurbishment and modernization
          program  for our  four  vessels  built  during  the  1970s.  Upon  the
          completion of this program,  we believe that our existing vessels will
          be able to  serve  through  their  40th  anniversaries.  We have  also
          contracted for the  construction  of four new LNG carriers,  giving us
          more  available  vessels  over the next  three  years  than any  other
          independent  LNG  carrier.  Two of these  vessels  are  scheduled  for
          delivery in 2003 and two are  scheduled  for delivery in 2004.  Due in
          part to the  limited  number  of  shipyards  qualified  to  build  LNG
          carriers,  we believe that these  contracts and options may provide us
          with a competitive advantage by allowing us to deploy new LNG carriers
          sooner than our competitors.

     o    Customer and industry relationships. We have strong long-term customer
          relationships with many of the industry's largest customers, including
          British Gas, Pertamina,  the state-owned gas company of Indonesia, and
          the  National  Gas  Shipping   Company  of  Abu  Dhabi.  Our  in-house
          management  has  experience  with  major  oil  and gas  producers.  In
          addition, we believe that our relationship, through our chairman, with
          one of the world's  largest groups of shipping  interests,  gives us a
          competitive  advantage in our  relationships  with shipyards and other
          suppliers.

     o    Our  management's   success  in  rapidly  identifying  and  exploiting
          business  opportunities.   Our  senior  management  has  a  record  of
          assembling teams who can rapidly exploit market  opportunities as they
          arise.  We believe  that our  exclusive  focus on the LNG industry has
          positioned us well to take advantage of the new  competitive  dynamics
          of a sector in transition.

Customers

     We currently have customer  relationships  with three large participants in
the LNG industry,  although most of our revenues are derived from two customers.
Our  customers  are Methane  Services  Limited,  a  subsidiary  of British  Gas,
Pertamina,  the state-owned  oil and gas company of Indonesia,  and the National
Gas Shipping  Company,  which provides LNG shipping  services to the state-owned
Abu Dhabi National Oil Company.

     Pertamina,  which charters two LNG carriers from us, began exporting LNG in
1977  and  operates  two  export  terminals:  one in Arun,  Indonesia,  which it
operates in  partnership  with Mobil Oil  Indonesia,  Inc.,  a division of Exxon
Mobil Corp., and another in Bontang, Indonesia, which it operates in partnership
with Total S.A., Unocal Corporation and Virginia  International Company. We have
had charters with  Pertamina  since 1989. Our revenues from Pertamina were $26.1
million in 1999,  $59.5 million in 2000 and $62.8 million in 2001. This reflects
the  commencement  of the Golar Mazo charter in 2000 and constitutes 32 percent,
53  percent  and 55  percent  of our  revenues  for those  years,  respectively.
Pertamina's  customers  include Korea Gas Company,  the  state-owned  LNG import
company  of the  Republic  of Korea,  and the  Chinese  Petroleum  Company,  the
Taiwanese state oil and gas company.

     Methane  Services  Limited,  a wholly owned  subsidiary of British Gas, has
chartered LNG carriers from us and our predecessors since 2000. Our revenue from
British Gas was $7.2 million in 2000 and $45.8 million in 2001, constituting six
percent  and 40 percent of our  revenues  for those years  respectively.  As the
result of  renegotiation  of the  British  Gas  charters  and  assuming  minimal
unscheduled  offhire,  our revenue  from  British Gas is expected to increase to
approximately  $70  million in 2002.  British  Gas is  involved  in natural  gas
exploration and production and international downstream businesses.  Through its
interest in the export  project in  Trinidad & Tobago,  British Gas is a leading
producer of LNG among countries on the Atlantic Basin.  British Gas owns two LNG
carriers  that it  currently  charters to a third  party while it charters  four
vessels from us.


                                       23
<PAGE>

     The  National  Gas  Shipping  Company  has  contracted  with us to  provide
management services for four LNG carriers that it owns. Since 1994, the National
Gas Shipping  Company,  a subsidiary of the Abu Dhabi National Oil Company,  has
provided  shipping  services  to the state  owned  Abu  Dhabi  Gas  Liquefaction
Company.  The vessels that we manage for the  National Gas Shipping  Company are
currently employed delivering LNG pursuant to long-term supply contracts between
the Abu Dhabi Gas  Liquefaction  Company and the Tokyo Electric Power Company of
Japan.

Competition

     While virtually all of the existing world LNG carrier fleet is committed to
long-term  charters,  there is  competition  for  employment  of  vessels  whose
charters are expiring and vessels that are under  construction.  Competition for
long-term LNG charters is based primarily on price, vessel  availability,  size,
age and  condition of the vessel,  relationships  with LNG carrier users and the
quality,  LNG experience and  reputation of the operator.  In addition,  vessels
coming off charter and newly constructed vessels may operate in the emerging LNG
carrier spot market that covers short-term  charters of one year or less as well
as voyage charters.

     While we believe  that we are the only  independent  LNG carrier  owner and
operator that focuses solely on LNG, other independent  shipping  companies also
own and operate LNG  carriers  and have new vessels  under  construction.  These
companies  include  Bergesen  DY ASA  (Norway)  and Exmar  S.A.  (Belgium).  Two
Japanese shipowning groups, Mitsui O.S.K. Lines and Nippon Yusen Kaisha, provide
LNG shipping services exclusively to Japanese LNG companies.

     In addition to  independent  LNG  operators,  some of the major oil and gas
producers,  including  Royal  Dutch/Shell,  BP Amoco,  and  British  Gas own LNG
carriers and are reported to have  contracted  for the  construction  of new LNG
carriers.

     As discussed  above we are  considering  strategic  opportunities  in other
areas of the LNG industry. To the extent we do expand into new businesses, there
can be no assurance that we will be able to compete successfully in those areas.
Our new  businesses may involve  competitive  factors which differ from those in
the carriage of LNG and may include  participants  that have  greater  financial
strength and capital resources than us.

LNG Shipping Operations

     We currently  own five LNG carriers and have a 60 percent  share in another
through a joint venture with the Chinese  Petroleum  Corporation,  the Taiwanese
state oil and gas company.  Each of our vessels is registered in the Republic of
Liberia.  Two of these  vessels  serve routes  between  Indonesia and Taiwan and
South  Korea,  while  four  are  involved  in the  transportation  of  LNG  from
facilities  in the Middle  East and  Algeria  to ports in the United  States and
Europe.


                                       24
<PAGE>

Our Current Fleet

     The  following  table lists the LNG carriers  that we currently own or have
under construction and that are committed under charters:

                   Year of   Capacity,                      Current Charter
Vessel Name       Delivery    cbm.           Charterer        Expiration
- -----------       --------   --------        ---------      ---------------

Golar Mazo(1)        2000     135,000        Pertamina                 2017
Golar Spirit         1981     128,000        Pertamina                 2006
Khannur              1977     125,000      British Gas                 2009
Golar Freeze         1977     125,000      British Gas                 2008
Gimi                 1976     125,000      British Gas                 2011
Hilli                1975     125,000      British Gas                 2012
Hull No.2215         2003     138,000      British Gas                 2023

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

(1)  We own a 60 percent interest in the Golar Mazo through a joint venture with
     the  remaining  40 percent  owned by  Chinese  Petroleum  Corporation.  The
     charter rate listed for the Golar Mazo is on a wholly-owned basis.

     The  charters  for two of our  vessels,  the Golar  Mazo and  Golar  Spirit
provide for annual amounts of charter hire, payable in monthly installments. The
charters  for our other  vessels all  provide  for daily rates of hire,  payable
monthly in advance.

     Our fleet  represents  approximately  4.5 percent of the worldwide fleet by
number, and at 758,000 cbm represents approximately 5.7 percent of worldwide LNG
vessel capacity by volume.

Our Charters

     All of our current  LNG  carriers  are on  long-term  time  charters to LNG
producers and importers.  These charters  provide us with stable income and cash
flows.  In addition to their  potential for earning  revenues over the course of
their useful lives,  we believe that our LNG carriers may also have  significant
residual value when they are released from service.

     Pertamina  Charters.  Two of our  vessels,  the  Golar  Mazo and the  Golar
Spirit,  are  chartered by  Pertamina,  the  state-owned  oil and gas company of
Indonesia.  The Golar  Mazo,  which we jointly  own with the  Chinese  Petroleum
Corporation,  transports  LNG from  Indonesia  to  Taiwan  under a 17 year  time
charter  that  expires in 2017.  The Golar  Spirit is employed on a 17-year time
charter  that  expires in 2006.  Pertamina  has options to extend the Golar Mazo
charter for two  additional  periods of five years each, and to extend the Golar
Spirit charter for up to two years.

     Under the Pertamina  charters,  the operating costs of the vessel are borne
by Pertamina on a cost  pass-through  basis.  Pertamina  may suspend its payment
obligations  under the charter  agreement  for periods  when the vessels are not
able to  transport  cargo for various  reasons.  These  periods,  which are also
called  offhire  periods,  may  result  from,  among  other  causes,  mechanical
breakdown or other  accident,  the  inability of the crew to operate the vessel,
the arrest or other detention of the vessel as the result of a claim against us,
or the  cancellation  of the  vessel's  class  certification.  Payments  are not
suspended during scheduled maintenance.  The charters automatically terminate in
the event of the loss of a vessel.

     British Gas Charters.  Methane  Services  Limited,  a subsidiary of British
Gas, charters four of our vessels on long-term time charters. These vessels, the
Golar  Freeze,  Khannur,  Gimi,  and  Hilli,  each  transport  LNG  from  export
facilities  in the Middle East and Atlantic  Basin  nations to ports on the east
coast of the United  States and in Europe.  The trading  routes of these vessels
are determined by Methane Services Limited. BG Asia Pacific PTE Limited, another
subsidiary  of British Gas,  has executed a charter for one of our  newbuildings
that is currently under construction. This charter will commence when the vessel
is delivered,  which is expected to occur in March of 2003. The current  charter
for the Golar Freeze  expires in March 2003.  However in July 2002 agreement was
reached whereby British Gas will charter the Golar Freeze for a five year period
until March 2008.  The charter for the Khannur  expires in 2009, the charter for
the Gimi expires in 2011 and the charter for the Hilli expires in 2012.


                                       25
<PAGE>

Charter Renewal Options

     Pertamina  Charters.  Pertamina has the option to extend the charter of the
Golar Mazo and the Golar Spirit.  Pertamina may extend the charter of Golar Mazo
that expires in 2017,  for up to 10 years by exercising  the right to extend for
one or two additional five year periods. Pertamina must give two years notice of
any decision to extend.  The revenue during the period of charter extension will
be subject to adjustments  based on our actual operating costs during the period
of the extension.  For the Golar Spirit, Pertamina may extend the charter beyond
its current  expiration in 2006 for up to two years. As with the Golar Mazo, the
hire rate  during  any  extension  is subject to  adjustment  to reflect  actual
operating expenses during the term.

     British Gas Charters.  With the exception of the Golar Freeze charter, each
of the British Gas  charters,  including  the  charter for the  newbuilding,  is
subject to options on the part of British Gas to extend  those  charters for two
five-year  periods.  If British  Gas does not  exercise  its option to renew the
Hilli charter,  it may designate a redelivery  date between  January 1, 2011 and
December 31, 2012.  The terms of the Hilli charter  contained in the chart below
and the preceding table assumes that British Gas will chose a redelivery date of
December  31, 2012.  British Gas must notify us of whether it will  exercise its
option by June 30,  2003,  and, if the option is not  exercised,  to specify the
redelivery  date by June 30, 2004.  The hire rates for  Khannur,  Gimi and Hilli
will be  increased  from  January  1, 2010  onwards  and  thereafter  subject to
adjustments  based on  escalation  of three percent per annum of the  operating
costs of the vessel.

     The following chart summarizes the current charters and renewal options for
each of our vessels and newbuildings that have charter coverage arranged:

                               [BAR CHART OMITTED]

Newbuildings

     We have  executed  newbuilding  contracts  for  the  delivery  of four  LNG
carriers.

     The following table summarizes our newbuilding projects,  all of which have
capacities of approximately 138,000 cbm:

   Hull No.      Shipbuilder   Contract Price    Date Delivery Expected
   --------      -----------   --------------    ----------------------

   2215              Daewoo             $162M                March 2003
   1444              Hyundai          $165.6M             December 2003
   2220              Daewoo             $165M                March 2004
   1460              Hyundai          $166.3M             November 2004


                                       26
<PAGE>

     The selection of and investment in newbuildings is a key strategic decision
for us. We believe  that  years of  experience  in the  shipping  industry  have
equipped our senior  management with the experience to determine when to acquire
options for  newbuildings and when to order the construction of newbuildings and
the  scope  of  those  constructions.  Our  senior  management  has  established
relationships  with  several  shipyards,  and this has  enabled us to access the
currently limited shipyard slots to build LNG carriers.

Senior Management of Golar LNG Limited

     Our senior management makes strategic and commercial  decisions that relate
to our business,  and analyzes and recommends to our board of directors areas of
possible  expansion  into  other  areas  of the LNG  supply  chain.  Our  senior
management is responsible for:

     o    Vessel   charters.   Decisions   relating  to  our  current   business
          opportunities,  including the negotiation of charters for our existing
          fleet and for our newbuildings.

     o    Financing  decisions.   Decisions  regarding  our  capital  structure,
          overall debt and equity financing, use of financing alternatives,  the
          selection and negotiation of financing to fund the construction of our
          newbuildings  and the  consideration  of  financing  alternatives  for
          projects in other areas of the LNG supply chain that we may consider.

     o    Newbuilding   contracts.   Decisions   relating  to   investments   in
          newbuildings,  including  determining when these investments should be
          made  and the  negotiation  of  newbuilding  contracts  with  selected
          shipyards.

     o    Future business strategies. Decisions regarding our possible expansion
          into other areas of the LNG supply chain.

Golar Management Limited

     We provide  all of our own vessel  management  services  through our wholly
owned  subsidiary  Golar  Management,  which  has its  offices  in  London.  The
technical functions  exercised by Golar Management include operational  support,
vessel maintenance and technical support, crewing and accounting services. We do
not contract out to third parties any of our vessel management services. We have
a fleet manager and vessel  superintendents who regularly inspect the vessels in
our fleet.  Golar Management  provides the following  services to the vessels in
our fleet of LNG carriers:

     o    supervision of routine  maintenance  and repair of the vessel required
          to keep each vessel in good and  efficient  condition;  including  the
          preparation  of  comprehensive   drydocking   specifications  and  the
          supervision of each drydocking;

     o    oversight  of  compliance  with  applicable   regulations,   including
          licensing and certification requirements, and the required inspections
          of each  vessel to ensure  that it meets  the  standards  set forth by
          classification societies and applicable legal jurisdictions as well as
          our internal corporate  requirements and the standards required by our
          customers;


                                       27
<PAGE>

     o    engagement and provision of qualified crews (masters, officers, cadets
          and ratings) and attendance to all matters regarding discipline, wages
          and labor relations;

     o    arrangements  to supply the  necessary  stores and  equipment for each
          vessel; and

     o    continual  monitoring  of  fleet  performance  and the  initiation  of
          necessary  remedial  actions to ensure that  financial  and  operating
          targets are met.

Ship Management

     We are focused on maximizing revenue from each vessel. Through a process of
continual evaluation and maintenance, our management team has been able to limit
unscheduled  offhire due to  equipment  failure or repair while our vessels have
been  employed.  Our ability to minimize  unscheduled  offhire while our vessels
have been employed is in part a result of our policy of having our crews perform
most of the necessary  maintenance  on our vessels while  underway,  rather than
placing the vessels in drydocking  for longer  periods of time.  Since we do not
earn hire from a vessel while it is in drydock for unscheduled  repairs,  or for
scheduled  maintenance  that exceeds a specified number of days, we believe that
the expense of the  additional  crew  members is  outweighed  by the  additional
revenue that we receive.

     To further minimize  drydocking costs and ensure compliance with the latest
industry  standards,  we have embarked on a six-year,  $29.5 million  program to
refurbish  and  modernize  our  four  vessels  built in the  1970s.  As with the
regularly scheduled maintenance on our vessels, this program will be carried out
while our  vessels  are under way or when they are  already  scheduled  to be in
drydock. This program is not expected to require any additional offhire days for
our vessels. We expect that this modernization  program will allow us to operate
each of these vessels to their 40th anniversary.  In addition, this program will
allow our ships to access  additional  LNG loading and  receiving  terminals  by
upgrading  or  replacing  cargo  handling  and other  systems to meet the latest
requirements   established  by  some  LNG  facilities.   Although  we  have  not
experienced  any  material  operational  problems  with any of our  vessels,  we
believe  that the  capital  expenditure  of this  program  will  result in lower
maintenance  costs in the future.  We also  believe  this  program  will help us
maintain  our  proven  safety  record  and  ability  to meet  customer  delivery
deadlines.

Third Party Ship Management

     In addition to managing our own fleet,  we provide  management  services to
LNG carriers owned by selected third parties.  We currently  manage four vessels
for the National Gas Shipping  Company,  a subsidiary of the Abu Dhabi  National
Oil Company.  These vessels are  currently  engaged on the route between the Das
Island LNG  terminal in Abu Dhabi and  various  ports in Japan.  Our  management
agreements  with  National  Gas  Shipping  Company  terminate in 2006 but may be
canceled at any time by either party on 12 months prior notice.

     The table below summarizes the LNG carriers that we manage for the National
Gas Shipping Company:

                      Year                     Capacity in
   Vessel Name        Built             Type          cbm.          Flag
   -----------        -----             ----          ----          ----
   Mubaraz             1996   Moss-Rosenberg       137,500       Liberia
   Mraweh              1996   Moss-Rosenberg       137,500       Liberia
   Al Hamra            1997   Moss-Rosenberg       137,500       Liberia
   Umm Al Ashtan       1997   Moss-Rosenberg       137,500       Liberia

Employees

     We hire all of our officers and crew through our manning offices in Bilbao,
in Spain and Manila,  in the Philippines.  Each of our crew members  undergoes a
structured  training  process that we have developed to ensure that our crew and
officers will have the required specialized  knowledge and experience to operate
our vessels.  In addition to the  specialized  knowledge  required to handle LNG
cargoes,  LNG carrier  officers and crew must also have knowledge and experience
in operating vessels with steam turbine engines.  Because we use our own manning
agencies,  our officers and crews are employed  exclusively  on our vessels.  On
average,  we have employed our vessel  captains for 16 years,  while the average
tenure of our chief officers and chief engineers is more than 15 years.


                                       28
<PAGE>

     As of December 31, 2001, we employed  approximately 646 people,  consisting
of 46 shore-based personnel and 600 seagoing employees.  As of December 31, 1999
and 2000,  we employed  approximately  50  shore-based  and 597 and 605 seagoing
employees,  respectively.  Our  masters  and  officers  are mostly  Spanish  and
Scandinavian,  and our crews are  mostly  Filipino.  Our  shore-based  personnel
currently  include 29 employees in our Golar Management  office in London,  five
people  in our  manning  office in Bilbao  and 11 people in our  Manila  manning
office. Our Filipino employees are subject to collective bargaining  agreements,
which are  requirements  of the  Philippine  government.  These  agreements  set
industry-wide minimum standards, terms and conditions. We have not had any labor
disputes with our  employees  under the  collective  bargaining  agreements  and
consider our workplace relations to be good.

Properties

     We do not own any  interest in real  property.  We  sublease  approximately
8,000 square feet of office space in London for our ship management  operations.
In addition,  we have leasehold interests in two London offices that we formerly
occupied which we have assigned or sublet to unrelated  third parties.  We lease
approximately  835  square  feet of office  space in Manila  for our  Philippine
crewing operations, and approximately 540 square feet of office space in Bilbao,
Spain for our crewing operations.

Legal Proceedings

     There are not any legal  proceedings  or claims that we believe  will have,
individually or in the aggregate,  a material adverse effect on our company, our
financial condition, profitability, liquidity or our results of operations. From
time to time in the  future we or our  subsidiaries  may be  subject  to various
legal proceedings and claims in the ordinary course of business.

     In connection with the renewal of the British Gas charters, we have settled
claims arising from the negotiation of the initial charters.

Insurance

   General

     The operation of any vessel,  including LNG carriers,  has inherent  risks.
These risks include mechanical  failure,  personal injury,  collision,  property
loss, vessel or cargo loss or damage and business  interruption due to political
circumstances in foreign countries,  hostilities and labor strikes. In addition,
there is always an inherent possibility of marine disaster, including explosion,
spills and other environmental  mishaps, and the liabilities arising from owning
and operating vessels in international  trade. While we believe that our present
insurance coverage is adequate,  not all risks can be insured,  and there can be
no  guarantee  that any specific  claim will be paid,  or that we will always be
able to obtain adequate  insurance coverage at reasonable rates. These and other
risks  discussed under Item 3, "Key  Information;  Risk Factors" could result in
liability  to us and could  cause loss of  revenue,  increased  costs or loss of
reputation.


                                       29
<PAGE>

   Hull and Machinery Insurance

     We have obtained hull and  machinery  insurance on all our vessels  against
marine and war risks, which include the risks of damage to our vessels,  salvage
or towing costs,  and also insure against actual or  constructive  total loss of
any of our vessels.  Our vessels are each covered with  deductibles  of $150,000
per  vessel per  incident,  except in the event of a total  loss,  in which case
there is no deductible. We have also arranged additional total loss coverage for
each vessel.  This coverage,  which is called hull interest and freight interest
coverage, provides us additional coverage for amounts not economically insurable
under our hull and  machinery  insurance  and responds in the event of the total
loss of a vessel.  The  following  chart lists the amount each of our vessels is
insured for in the event of a total loss:

   Vessel                                      Current Insured Value(US$)
   ------                                      --------------------------

   Golar Mazo (based on 100% ownership)                       300 million
   Golar Spirit                                               180 million
   Golar Freeze                                               114 million
   Hilli                                                      102 million
   Gimi                                                       102 million
   Khannur                                                    114 million
   Total:                                                     912 million

   Loss of Hire Income

     We have also obtained specific loss of hire insurance to protect us against
loss of income in the event one of our vessels  cannot be employed due to damage
that is covered under the terms of our hull and machinery  insurance.  Under our
loss of hire income  policies,  our insurer will pay us the daily rate agreed in
respect  of each  vessel  for each day,  in excess of 14 days,  that the  vessel
cannot  be  employed  as a result of  damage,  for a  maximum  of 240 days.  The
following  chart lists the  approximate  daily rate and the total amount that we
have insured for each vessel:

   Vessel                   Daily rate coverage,        Total coverage,
   ------                   effective January 1,   effective January 1,
                                      2002 (US$)             2002 (US$)
                                      ----------             ----------

   Golar Mazo (based on                  100,000           24.0 million
   100% ownership)
   Golar Spirit                           80,000           19.2 million
   Golar Freeze                           65,000           15.6 million
   Hilli                                  43,000           10.3 million
   Gimi                                   43,000           10.3 million
   Khannur                                43,000           10.3 million

   Protection and Indemnity Insurance

     Protection  and indemnity  insurance,  which covers our  third-party  legal
liabilities in connection with our shipping activities,  is provided by a mutual
protection and indemnity association, (or "P&I club"). This includes third-party
liability  and other  expenses  related to the injury or death of crew  members,
passengers  and other  third-party  persons,  loss or  damage  to cargo,  claims
arising  from  collisions  with other  vessels or from  contact  with jetties or
wharves and other  damage to other  third-party  property,  including  pollution
arising from oil or other substances,  and other related costs,  including wreck
removal.  Subject to the  capping  discussed  below,  our  coverage,  except for
pollution, is unlimited.


                                       30
<PAGE>

     Our current protection and indemnity insurance coverage for pollution is $1
billion  per vessel per  incident.  The  fourteen  P&I clubs that  comprise  the
International  Group of Protection and Indemnity Clubs insure  approximately  90
percent  of the  world's  commercial  tonnage  and have  entered  into a pooling
agreement to reinsure each association's  liabilities.  Each P&I club has capped
its exposure in this pooling  agreement so that the maximum claim covered by the
pool and its reinsurance  would be  approximately  $4.25 billion per accident or
occurrence.  We are a member of the "UK Club"  which is the  largest P&I club in
the  International  Group. As a member of the P&I club, we are subject to a call
for additional premiums based on the club's claims record, as well as the claims
record of all other members of the P&I clubs comprising the International Group.
However,  our P&I club has  reinsured  the risk of  additional  premium calls to
limit our additional  exposure to 134 percent of our current annual costs.  This
reinsurance  is subject to a cap,  and there is the risk that the full amount of
the additional call would not be covered by this reinsurance.

     The owners of the four vessels that we manage for the National Gas Shipping
Company  maintain all marine  insurances on those  vessels.  We are protected by
contractual  defenses and by the National  Gas  Shipping  Company's  contractual
obligation  to name us as a  co-insured  in the  policies it  maintains  for the
vessels  we  manage  for it.  In  addition,  we  carry  shipmanager's  liability
insurance  for each of the  vessels  we manage  for the  National  Gas  Shipping
Company.  Shipmanager's liability insurance protects us against losses caused by
our own negligence in connection  with the management of these vessels which the
owner of the vessel could recover from us under the  management  contract.  This
insurance has a limit of $20 million with a deductible of $50,000.

Environmental and other Regulations

     Governmental and international  agencies  extensively regulate the handling
and carriage of LNG. These  regulations  include  international  conventions and
national,  state and  local  laws and  regulations  in the  countries  where our
vessels  operate or where our  vessels  are  registered.  We cannot  predict the
ultimate  cost of  complying  with these  regulations,  or the impact that these
regulations  will  have on the  resale  value or  useful  lives of our  vessels.
Various  governmental  and  quasi-governmental  agencies  require  us to  obtain
permits, licenses and certificates for the operation of our vessels. Although we
believe that we are  substantially  in compliance with applicable  environmental
laws and regulations and have all permits,  licenses and  certificates  required
for our  operations,  future non-  compliance  or failure to maintain  necessary
permits or approvals could require us to incur  substantial costs or temporarily
suspend operation of one or more of our vessels.

     A variety of governmental  and private entities inspect our vessels on both
a scheduled and unscheduled basis. These entities, each of which may have unique
requirements  and each of which conducts  frequent vessel  inspections,  include
local  port  authorities,  such  as the  U.S.  Coast  Guard,  harbor  master  or
equivalent,  classification  societies, flag state, or the administration of the
country of registry, charterers, terminal operators and LNG producers.


                                       31
<PAGE>

   Regulation by the International Maritime Organization

     The International  Maritime  Organization,  or IMO, is a specialized agency
organized  by  the  United  Nations  that  provides  international   regulations
affecting the practices of those in shipping and  international  maritime trade.
The  requirements  contained in the  International  Management Code for the Safe
Operation of Ships and for Pollution Prevention, or ISM Code, promulgated by the
IMO,  affect our  operations.  The ISM Code requires the party with  operational
control  of a vessel to develop  an  extensive  safety  management  system  that
includes,  among  other  things,  the  adoption  of a safety  and  environmental
protection  policy setting forth  instructions  and procedures for operating its
vessels safely and also  describing  procedures  for responding to  emergencies.
Golar Management is certified as an approved ship manager under the ISM Code.

     The ISM Code  requires  that vessel  operators  obtain a safety  management
certificate,  issued by each flag  state,  for each vessel  they  operate.  This
certificate  evidences onboard compliance with code requirements.  No vessel can
obtain a certificate  unless its  shore-based  manager has also been awarded and
maintains  a Document  of  Compliance,  issued  under the ISM Code.  Each of the
vessels in our fleet has received a safety management certificate.

     Vessels that  transport  gas,  including LNG carriers,  are also subject to
regulation under the  International  Gas Carrier Code, or IGC,  published by the
IMO. The IGC provides a standard for the safe  carriage of LNG and certain other
liquid gases by  proscribing  the design and  construction  standards of vessels
involved  in such  carriage.  Compliance  with  the IGC must be  evidenced  by a
Certificate of Fitness for the Carriage of Liquefied  Gases of Bulk. Each of our
vessels  is in  compliance  with the IGC and each of our  newbuilding  contracts
requires that the vessel  receive  certification  that it is in compliance  with
applicable  regulations  before it is delivered.  Noncompliance  with the IGC or
other  applicable  IMO  regulations,  may  subject  a  shipowner  or a  bareboat
charterer to increased  liability,  may lead to decreases in available insurance
coverage  for  affected  vessels  and may  result in the denial of access to, or
detention  in,  some  ports.  Both the  U.S.  Coast  Guard  and  European  Union
authorities have indicated that vessels not in compliance with the ISM Code will
be prohibited from trading in their respective ports.

     The IMO also promulgates ongoing amendments to the international convention
for the Safety of Life at Sea 1974 and its protocol of 1988,  otherwise known as
SOLAS.  This provides rules for the  construction  of ships and  regulations for
their  operation  with respect to safety  issues.  It requires the  provision of
lifeboats  and other  life-saving  appliances,  requires  the use of the General
Maritime  Global  Distress  and Safety  System which is an  international  radio
equipment and watchkeeping  standard,  afloat and at shore stations, and relates
to the Treaty on the  Standards of Training and  Certification  of  Watchkeeping
Officers,  or STCW, also promulgated by IMO. Flag states which have ratified the
convention and the treaty generally employ the classification  societies,  which
have  incorporated  SOLAS and STCW  requirements  into  their  class  rules,  to
undertake surveys to confirm compliance.


                                       32
<PAGE>

   Environmental Regulation--OPA/CERCLA

     The U.S.  Oil  Pollution  Act of 1990,  or OPA,  established  an  extensive
regulatory and liability regime for environmental  protection and cleanup of oil
spills. OPA affects all owners and operators whose vessels trade with the United
States or its territories or possessions, or whose vessels operate in the waters
of the United  States,  which  include the U.S.  territorial  waters and the two
hundred  nautical  mile  exclusive  economic  zone  of the  United  States.  The
Comprehensive Environmental Response, Compensation and Liability Act of 1980, or
CERCLA,  applies to the discharge of hazardous  substances whether on land or at
sea.  While OPA and CERCLA  would not apply to the  discharge  of LNG,  they may
affect us because we carry oil as fuel and lubricants  for our engines,  and the
discharge  of these  could  cause an  environmental  hazard.  Under OPA,  vessel
operators,   including   vessel  owners,   managers  and  bareboat  or  "demise"
charterers,  are "responsible  parties" who are all liable  regardless of fault,
individually  and as a group,  for all  containment and clean-up costs and other
damages arising from oil spills from their vessels.  These "responsible parties"
would not be liable if the spill  results  solely  from the act or omission of a
third  party,  an act of God or an act of war.  The  other  damages  aside  from
clean-up and containment costs are defined broadly to include:

     o    natural resource damages and related assessment costs;

     o    real and personal property damages;

     o    net loss of taxes, royalties, rents, profits or earnings capacity;

     o    net cost of public services necessitated by a spill response,  such as
          protection from fire, safety or health hazards; and

     o    loss of subistence use of natural resources.

     OPA limits the  liability  of  responsible  parties for vessels  other than
crude oil tankers to the  greater of $600 per gross ton or $500,000  per vessel.
These limits of liability do not apply, however, where the incident is caused by
violation  of  applicable  U.S.   federal  safety,   construction  or  operating
regulations,   or  by  the  responsible  party's  gross  negligence  or  willful
misconduct. These limits likewise do not apply if the responsible party fails or
refuses to report the incident or to cooperate and assist in connection with the
substance removal  activities.  This limit is subject to possible adjustment for
inflation.  OPA  specifically  permits  individual  states to  impose  their own
liability regimes with regard to oil pollution  incidents occurring within their
boundaries,  and some states have enacted  legislation  providing  for unlimited
liability for discharge of pollutants within their waters. In some cases, states
which  have  enacted  their own  legislation  have not yet  issued  implementing
regulations defining shipowners' responsibilities under these laws.

     CERCLA,  which also applies to owners and operators of vessels,  contains a
similar liability regime and provides for cleanup,  removal and natural resource
damages.  Liability under CERCLA is limited to the greater of $300 per gross ton
or $5 million.  As with OPA,  these  limits of  liability do not apply where the
incident is caused by violation of applicable U.S. federal safety,  construction
or operating  regulations,  or by the  responsible  party's gross  negligence or
willful  misconduct or if the  responsible  party fails or refuses to report the
incident or to cooperate  and assist in connection  with the  substance  removal
activities.  OPA and CERCLA each  preserve  the right to recover  damages  under
existing law,  including  maritime  tort law. We  anticipate  that we will be in
compliance  with OPA, CERCLA and all applicable  state  regulations in the ports
where our vessels will call.


                                       33
<PAGE>

     OPA requires owners and operators of vessels to establish and maintain with
the U.S. Coast Guard evidence of financial responsibility sufficient to meet the
limit of their  potential  strict  liability under OPA. The U.S. Coast Guard has
enacted regulations requiring evidence of financial responsibility in the amount
of $900 per gross ton for  vessels  other  than oil  tankers,  coupling  the OPA
limitation on liability of $600 per gross ton with the CERCLA liability limit of
$300 per gross ton. Under the regulations,  evidence of financial responsibility
may be demonstrated by insurance, surety bond, self-insurance or guaranty. Under
OPA  regulations,  an owner or  operator  of more than one vessel is required to
demonstrate  evidence of  financial  responsibility  for the entire  fleet in an
amount  equal only to the  financial  responsibility  requirement  of the vessel
having the greatest maximum liability under  OPA/CERCLA.  Each of our shipowning
subsidiaries  that has  vessels  trading in U.S.  waters has  applied  for,  and
obtained from the U.S. Coast Guard National  Pollution Funds Center,  three-year
certificates  of  financial  responsibility,  supported by  guarantees  which we
purchased from an insurance-based  provider.  We believe that we will be able to
continue  to obtain the  requisite  guarantees  and that we will  continue to be
granted  certificates of financial  responsibility from the U.S. Coast Guard for
each of our vessels that is required to have one.

   Environmental Regulation--Other

     Most  U.S.   states  that  border  a  navigable   waterway   have   enacted
environmental  pollution  laws that  impose  strict  liability  on a person  for
removal  costs and damages  resulting  from a discharge of oil or a release of a
hazardous substance. These laws may be more stringent than U.S. federal law. The
European Union has proposed  regulations,  which,  if adopted,  may regulate the
transmission,  distribution,  supply and  storage of natural gas and LNG at land
based facilities. It is not clear what form these regulations, if adopted, would
take.

   Inspection by Classification Societies

     Every seagoing vessel must be "classed" by a  classification  society.  The
classification  society certifies that the vessel is "in class," signifying that
the vessel has been built and  maintained  in  accordance  with the rules of the
classification  society and complies with  applicable  rules and  regulations of
that particular class of vessel as laid down by that society.

     For maintenance of the class certificate, regular and extraordinary surveys
of hull,  machinery,  including the electrical  plant and any special  equipment
classed,  are required to be performed by the classification  society, to ensure
continuing compliance.  Most vessels are drydocked every three to five years for
inspection of the underwater  parts and for repairs related to  inspections.  If
any defects are found, the classification surveyor will issue a "recommendation"
which must be rectified by the  shipowner  within  prescribed  time limits.  The
classification  society  also  undertakes  on request  of the flag  state  other
surveys and checks that are required by the regulations and requirements of that
flag state. These surveys are subject to agreements made in each individual case
and/or to the regulations of the country concerned.

     Most insurance underwriters make it a condition for insurance coverage that
a vessel be  certified  as "in  class" by a  classification  society  which is a
member of the International  Association of Classification Societies. All of our
vessels have been certified as being "in class".  The Golar Mazo and each of the
vessels that we manage for the National Gas Shipping  Corporation  are certified
by Lloyds  Register,  and our wholly  owned  vessels are each  certified  by Det
norske Veritas, both members of the International  Association of Classification
Societies.

   In-House Inspections

     We inspect all of our vessels on a regular basis, both at sea and while the
vessels are in port. Each vessel in our fleet is inspected on a semiannual basis
by our fleet safety officer and by our technical superintendent.  The results of
these  inspections,  which are conducted both in port and underway,  result in a
report containing  recommendations  for improvements to the overall condition of
the  vessel,  maintenance,  safety  and  crew  welfare.  Based  in part on these
evaluations,  we create and implement a program of continual maintenance for our
vessels  and  their  systems.   Our   maintenance   program,   like  our  vessel
modernization,  is performed while underway  whenever  possible.  Those projects
that do require the ship to be taken out of service are only performed  during a
vessel's scheduled offhire period.


                                       34
<PAGE>

Organizational Structure

     As is  customary  in the shipping  industry,  we own our  vessels,  and our
newbuildings   while   under   construction,   through   separate   wholly-owned
subsidiaries.  With  the  exception  of the  Golar  Mazo,  we own a 100 percent
interest in each of our vessel and newbuilding owning  subsidiaries.  We own the
Golar Mazo in a joint venture with the Chinese Petroleum Corporation in which we
own 60 percent and  Chinese  Petroleum  owns the  remaining  40 percent of the
vessel  owning  company.  Our vessel  management  services  and  vessel  manning
services are provided through separate, wholly-owned subsidiaries.

     The  following  chart  lists each of our  subsidiaries,  the  subsidiaries'
purpose and its country of organization.  Unless otherwise indicated, we own 100
percent of each subsidiary.

                                    Jurisdiction of
Subsidiary                          Incorporation             Purpose
- ----------                          -------------             -------

Golar Gas Holding Company Inc.      Republic of Liberia       Holding Company
Golar Maritime (Asia) Inc.          Republic of Liberia       Holding Company
Gotaas-Larsen Shipping              Republic of Liberia       Holding Company
Corporation
Oxbow Holdings Inc.                 British Virgin Islands    Holding Company
Golar Gas Cryogenics Inc.           Republic of Liberia       Vessel ownership
Golar Gimi Inc.                     Republic of Liberia       Vessel ownership
Golar Hilli Inc.                    Republic of Liberia       Vessel ownership
Golar Khannur Inc.                  Republic of Liberia       Vessel ownership
Golar Freeze Inc.                   Republic of Liberia       Vessel ownership
Faraway Maritime Shipping Inc.      Republic of Liberia       Vessel ownership
    (60% ownership)
Golar LNG 2215 Corporation          Republic of Liberia       Vessel ownership
Golar LNG 1444 Corporation          Republic of Liberia       Vessel ownership
Golar LNG 1460 Corporation          Republic of Liberia       Vessel ownership
Golar LNG 2220 Corporation          Republic of Liberia       Vessel ownership
Golar International Ltd.            Republic of Liberia       Vessel management
Golar Maritime Services Inc.        Philippines               Vessel management
Golar Maritime Services, S.A.       Spain                     Vessel management
Gotaas-Larsen International         Republic of Liberia       Vessel management
Ltd.
Golar Management Limited            Bermuda                   Management
Golar Maritime Limited              Bermuda                   Management
Aurora Management Inc.              Republic of Liberia       Management
     (90% ownership)
Golar Management(UK) Limited        United Kingdom            Dormant
Gloar Freeze (Bermuda) Limited      Bermuda                   Dormant
Golar Khannur (Bermuda) Limited     Bermuda                   Dormant
Golar Gimi (Bermuda) Limited        Bermuda                   Dormant
Golar Hilli (Bermuda) Limited       Bermuda                   Dormant
Golar Spirit (Bermuda) Limited      Bermuda                   Dormant


                                       35
<PAGE>

ITEM 5.  Operating and financial review and prospects

Overview and Background

     The  following  discussion  of  our  financial  condition  and  results  of
operations  should be read in conjunction with our financial  statements and the
related notes, and the other financial  information  included  elsewhere in this
document.  Our financial  statements  have been prepared in accordance with U.S.
GAAP. This discussion includes  forward-looking  statements based on assumptions
about our future business. Our actual results could differ materially from those
contained in the forward-looking statements.

     The  following  discussion  assumes  that our  business  was  operated as a
separate corporate entity prior to its inception.  Prior to May 10, 2001, we did
not exist as a corporate  entity,  and prior to May 31,  2001,  our business was
operated  as part of the  shipping  business  of  Osprey.  For the  years  ended
December 31, 2000 and 1999,  the combined  financial  statements  presented have
been carved out of the  consolidated  financial  statements  of Osprey.  For the
period from January 1, 2001 to May 31, 2001,  our financial  statement  activity
has also been carved out of the consolidated financial statements of Osprey, and
from that date to December  31, 2001,  all of our results were  reflected in the
stand-alone  consolidated financial statements of Golar as a separate entity. In
addition,  some costs have been reflected in the historical  combined  financial
statements  which are not  necessarily  indicative of the costs that Golar would
have  incurred  had it operated as an  independent,  stand-alone  entity for all
periods presented.

     In August 2000,  World  Shipholding  Ltd commenced an acquisition of Osprey
and gained a controlling  interest of more than 50 percent of Osprey in November
2000.  This  interest  increased  to over 90 percent  in January  2001 and World
Shipholding  completed  its  acquisition  in  May  2001.  This  acquisition  was
accounted for by World  Shipholding as a step-by-step  purchase  transaction and
the  purchase  price was  therefore  allocated  to the  assets  and  liabilities
acquired  based on their fair value as of each  acquisition  date,  with vessels
being valued on the basis of discounted expected future cash flows. In each step
of the  acquisition,  the fair value of the net  assets  acquired  exceeded  the
purchase price with resulting negative goodwill allocated to the recorded values
of the vessels.  These purchase price allocations were pushed down and reflected
in Osprey's financial statements from February 1, 2001.

     Effective May 31, 2001,  we acquired the LNG shipping  interests of Osprey,
which included one newbuilding  contract and an option for a further newbuilding
contract. We also entered into a purchase agreement with Seatankers, to purchase
its one newbuilding contract for a LNG carrier and its option to build three new
LNG carriers.

     In addition to controlling  Seatankers,  Mr. Fredriksen indirectly controls
50.01 percent of our shares  through World  Shipholding.  As required under U.S.
GAAP,  our  purchase of the LNG  operations  of Osprey and  Seatankers  has been
reflected in our financial  statements as  transactions  between  entities under
common  control.  We have recorded the LNG assets and liabilities we acquired at
the  amounts  previously  reflected  in  the  books  of  World  Shipholding  and
Seatankers  on what is known as a  "predecessor  basis".  Under the  predecessor
basis of accounting,  tangible and intangible  assets  acquired and  liabilities
assumed  are  recorded  in our books at the amount at which they would have been
recorded  on the  books of World  Shipholding  and  Seatankers.  The  difference
between  our  purchase  price  and this  predecessor  basis was  reflected  as a
reduction in equity in a capital reorganization.


                                       36
<PAGE>

Current Business

     Our activities are currently focused on the long-term chartering of our LNG
carriers and the  management  of four LNG  carriers  for a third party,  both of
which provide us with stable and predictable cash flows.

     Vessels may operate under  different  charter  arrangements  including time
charters  and bareboat  charters.  A time charter is a contract for the use of a
vessel for a specific  period of time at a specified  daily  rate.  Under a time
charter,  the charterer pays substantially all of the vessel voyage costs, which
consist  primarily  of fuel and  port  charges.  A  bareboat  charter  is also a
contract  for the use of a vessel for a specific  period of time at a  specified
daily rate but the charterer pays the vessel  operating  costs as well as voyage
costs.  Operating costs include crew wages,  vessel  supplies,  routine repairs,
maintenance,  lubricating oils and insurance. We define charters for a period of
less than one year as short-term,  charters for a period of between one and four
year as  medium-term  and  charters  for a  period  of more  than  four  year as
long-term.

     All of our LNG carriers are employed under  long-term time charters,  which
do not come up for renewal until 2006 and later. Consequently,  our revenues for
the period 1998 to 1999,  when several of our vessels  served  under  short-term
charters with intervals  during which they were seeking  employment,  may not be
representative  of our  results  for  2000,  2001 and  subsequent  periods.  The
following  table  sets out our  current  charters,  including  future  committed
charters, and their expirations:

                                         Current
                                         Charter        Charterers Renewal
Vessel Name     Annual Charter Hire     Expiration        Option Periods
- -----------     -------------------     ----------        --------------

Golar Mazo      $31.0 million / year*      2017         5 years plus 5 years
Golar Spirit    $21.0 million / year       2006          1 year plus 1 year
Khannur         $15.6 million / year       2009         5 years plus 5 years
Golar Freeze    $23.7 million / year       2003                 None
Golar Freeze    $20.1 million / year       2008                 None
Gimi            $15.6 million / year       2009         5 years plus 5 years
Hilli           $15.6 million / year       2011         5 years plus 5 years
Hull No. 2215   $24.6 million / year**     2023         5 years plus 5 years

- ----------
*    On a wholly-owned basis
**   Commencing in 2003

     The  long-term  contracts  for the Golar  Spirit  and  Golar  Mazo are time
charters but the economic terms are analogous to bareboat contracts, under which
the  vessels  are paid a fixed rate of hire and the vessel  operating  costs are
borne by the  charterer on a cost pass through  basis.  The payment of operating
costs by the charterer are  recognized as additional  revenue over and above the
fixed  rate  noted in the table  above.  These  contracts  therefore  contain no
escalation clauses.


                                       37
<PAGE>

Predecessor Business

     The following  table sets out the  employment of the LNG carriers now owned
by us during the period 1998 to 2001.

  Vessel Name         1998                  1999                2000 and 2001
- --------------------------------------------------------------------------------
Golar Mazo     Not applicable (a)    Not applicable (a)   Long-term time charter
                                                          to Pertamina commenced
                                                          on delivery in 2000

Golar Spirit   Long-term time        Long-term time       Long-term time charter
               charter to            charter to           to Pertamina
               Pertamina             Pertamina

Khannur        Short-term            Short-term           Short-term charters
               charters              charters             until start of
                                                          long-term time charter
                                                          with British Gas in
                                                          December 2000

Golar Freeze   Medium-term           Medium-term          Short-term charters
               charter               charter              until start of
                                                          long-term time charter
                                                          with British Gas in
                                                          November 2000

Gimi           Short-term            Short-term           Short-term charters
               charters              charters             until start of
                                                          long-term time charter
                                                          with British Gas in
                                                          May 2001

Hilli          Medium-term           Medium-term          Medium-term charter
               charter               charter              until start of
                                                          long-term time charter
                                                          with British Gas in
                                                          September 2000

- ----------

(a)  This vessel was delivered to us and began trading on January 15, 2000.

     At the time of Osprey's acquisition of Gotaas-Larsen,  the LNG carriers had
come  off  long-term  time  charters  and  two of the  vessels  were  in  lay-up
throughout  1997.  These two vessels began to trade in early 1998.  During 1998,
1999 and through 2000 prior to the start of the British Gas time  charters,  the
Golar Freeze and Hilli were continuously  employed under  medium-term  charters.
During the same period the Khannur and Gimi were operating under short-term time
charters.  For the latter two vessels,  this employment resulted in some periods
between  charters  when those  vessels  were  offhire  waiting for  charters and
therefore not earning  charter  hire. In the second half of 2000,  and the first
half of 2001,  these  four  vessels,  then owned by Osprey,  were  committed  to
long-term  time  charters  with a  subsidiary  of British Gas at rates that were
lower than prevailing  market rates. The employment under these charters results
in minimal  periods of  offhire,  generally  limited to  scheduled  offhire  for
drydocking.  We have subsequently renegotiated the charters paid by British Gas,
and have had the charters extended to the dates shown above.


                                       38
<PAGE>

     Current management took over the Osprey LNG business in February 2001, when
World Shipholding had acquired more than 90 percent of Osprey's shares.  Between
February and May 2001,  World  Shipholding  acquired almost all of the remaining
shares by continued open market purchases.

     Beginning in February 2001, the new management of Osprey  restructured  the
business. New management reduced costs by rationalizing the corporate structure,
reducing staff, and closing the Singapore office.  Management also took steps to
control and begin reducing  vessel  operating  costs in areas such as crew costs
and spare parts  inventory.  Cost reductions  should also result from purchasing
supplies  in  conjunction  with other  companies  indirectly  controlled  by our
chairman and principal shareholder, Mr. Fredriksen. Through effective management
responsiveness  to cost issues, we expect to be able to continue to increase our
cash flow from operations in future periods.

     Factors Affecting Our Results

     The principal  factors that have affected,  and are expected to continue to
affect, our core LNG shipping business are:

          o    The employment of our vessels and the number of unscheduled
               offhire days

          o    Non-utilization for vessels not subject to charters

          o    Vessel operating expenses

          o    Administrative expenses

          o    Depreciation expenses

          o    Net interest expense

     Operating  revenues are  primarily  generated by charter rates paid for our
short-term, medium-term and long-term charters and are therefore related to both
our ability to secure continuous employment for our vessels as well as the rates
that we secure for these  charters.  Four of our ships  currently  under charter
with a subsidiary of British Gas have derived a cashflow benefit from negotiated
rate  increases  that have taken  effect  from August 1, 2001 for one vessel and
from January 1, 2002 for the other three.  Because all of our existing ships are
now employed on long-term  charters,  we expect future revenues to be higher and
more stable than was the case in 1998 and 1999.

     The number of days that our vessels earn hire substantially  influences our
results.  We attempt to minimize  unscheduled offhire by conducting a program of
continual  maintenance for our vessels. The charter coverage we have for all our
vessels has resulted in a minimal  number of waiting  days in 2000 and 2001.  We
have also had a low  number  of  unscheduled  offhire  days and  expect  this to
continue.

     Our  vessels  may be out of  service,  that is,  offhire,  for  three  main
reasons:  scheduled drydocking or special survey or maintenance,  which we refer
to as scheduled offhire, days spent waiting for a charter,  which we refer to as
waiting  time  and  unscheduled  repairs  or  maintenance,  which we refer to as
unscheduled offhire.  Generally, for vessels that are under a time charter, hire
is paid for each day that a vessel is available for service. However, two of our
long-term  charters provide for an allowance of a specified number of days every
two years that our vessels may be in drydock,  and provide  that the vessel will
only be placed  offhire if the number of days in drydock every two years exceeds
that allowance.  The shipping industry uses average daily time charter earnings,
or TCE,  to  measure  revenues  per  vessel in  dollars  per day for  vessels on
charters.  We calculate TCE by taking time charter  revenues earned and dividing
by the number of days in the period less scheduled offhire.

     Our  exposure to credit  risk is limited as our  long-term  charterers  pay
monthly in advance. This trend is expected to continue as all of our vessels are
under  long-term  charters with  customers  with whom the Company has a positive
collection history.


                                       39
<PAGE>

     Vessel operating  expenses include direct vessel operating costs associated
with running a vessel and an allocation of  shore-based  overhead costs directly
related to vessel  management.  Vessel operating costs include crew wages, which
are  the  most  significant   component,   vessel  supplies,   routine  repairs,
maintenance,  lubricating  oils and  insurance.  Accordingly,  the level of this
operating  cost is  directly  related to the number of vessels we own.  Overhead
allocated  to  vessels  includes  certain  technical  and  operational  support,
information  technology,  legal, accounting and corporate costs that are related
to vessel operating  activity.  These costs are allocated based on internal cost
studies,  which management  believes are reasonable  estimates.  We believe that
there are  opportunities to further reduce these vessel operating costs and have
implemented a program to do so.

     Administrative   expenses  are  composed  of  general  corporate   overhead
including  primarily personnel costs,  corporate  services,  public filing fees,
property costs and expenses related to other similar functions.  Personnel costs
comprise  approximately  60 percent of our  administrative  expenses and include
salaries,  pension costs, fringe benefits, travel costs and social insurance. We
expect that the  streamlining  of our  operations  resulting  from our Singapore
office   closure  and  London  office   relocation   will  allow  us  to  reduce
administration  expenses in future periods.  In addition,  the  restructuring of
senior management  positions will further  contribute to reduced  administrative
expenses.

     Depreciation  expense,  or the periodic  cost charged to our income for the
reduction in usefulness and long-term value of our ships, is also related to the
number of vessels we own.  We  depreciate  the cost of our  vessels,  less their
estimated  residual value,  over their estimated  useful life on a straight-line
basis. We amortize our deferred drydocking costs over two to five years based on
each vessel's next anticipated drydocking. No charge is made for depreciation of
newbuildings  until they are  delivered.  We amortize our office  equipment  and
fittings over three to six years based on estimated economic useful life.

     Interest expense in the carved out combined financial statements relates to
a debt facility in Osprey that was specifically designated to LNG operations and
a facility  specific to the Golar Mazo.  Interest expense depends on the overall
levels of  borrowing  we incur and may  significantly  increase  when we acquire
ships or on the  delivery of  newbuildings.  During a  newbuilding  construction
period, interest expense incurred is capitalized in the cost of the newbuilding.
Interest  expense may also change with  prevailing  interest  rates although the
effect  of  these  changes  may be  reduced  by  interest  rate  swaps  or other
derivative instruments. We currently have a portion of our floating rate debt in
the amount of $189.4  million  swapped to fixed rate, and we may also enter into
interest  rate swap  arrangements  on our other debt if this is considered to be
advantageous  to us.  Interest  income  in the  carved  out  combined  financial
statements  includes an allocation of Osprey group interest  income.  The Osprey
group  operated a  centralized  treasury  system and did not have  separate bank
accounts for each of its  subsidiaries.  There were  separate  bank accounts for
Golar Mazo. For the remaining LNG activities, interest income has been allocated
in the carved out combined  financial  statements based on operating  cashflows,
net of debt service.

     Other  financial  items are composed of financing  fee  arrangement  costs,
amortization  of deferred  financing  costs,  market  valuation  adjustment  for
interest rate derivatives and foreign exchange  gain/loss.  The market valuation
adjustment for our interest rate  derivatives  may have a significant  impact on
our results of operations and financial position although it does not impact our
liquidity.  Foreign  exchange gains and losses are minimal as our activities are
primarily denominated in US dollars.

     Since  most of these key items are  directly  related  to the number of LNG
carriers we own, the  acquisition or divestment of additional  vessels and entry
into additional  newbuilding  contracts would cause corresponding changes in our
results.

     Although  inflation  has  had a  moderate  impact  on  operating  expenses,
interest costs, drydocking expenses and corporate overheads, management does not
expect inflation to have a significant impact on direct costs in the current and
foreseeable economic environment.


                                       40
<PAGE>

     A number of factors could substantially affect the results of operations of
our core long-term charter LNG shipping business as well as the future expansion
of any spot  market  business.  These  factors  include the pricing and level of
demand for natural gas and specifically LNG. Other uncertainties that could also
substantially  affect  these  results  include  changes in the number of new LNG
importing  countries and regions and  availability  of surplus LNG from projects
around the world,  as well as structural  LNG market  changes  allowing  greater
flexibility and enhanced competition with other energy sources.

     Possible Future LNG Industry Business Activities

     Depending on market conditions, we may diversify our operations. Our senior
management is currently considering spot chartering of LNG carriers, trading LNG
for our own account and vertically integrated infrastructure investments.

     The LNG spot  market  has  only  recently  developed  and it is at an early
stage.  Rates payable in that market may be uncertain  and volatile.  The supply
and demand  balance for LNG  carriers is also  uncertain.  These  factors  could
influence  any  decision  to enter  into the LNG spot  market or the  results of
operations from any spot market activities.

     Factors  which  could  substantially  affect our entry into the LNG trading
market and our results  from any such  trading  activities  include the level of
demand for LNG,  price  disparities  for LNG in various parts of the world,  the
availability of spot charters and  regasification  capacity in certain importing
countries and regions.

     All future  possible LNG activities are also dependant on our  management's
decisions  regarding the utilization of our assets. In the longer term,  results
of  operations  may also be affected by  strategic  decisions by  management  as
opportunities  arise  to  make  investments  in  LNG  logistics   infrastructure
facilities to secure access to markets as well as to take advantage of potential
industry consolidation.

     In February 2002, we announced our  participation in a joint venture headed
by Marathon Oil Company to construct and operate a major LNG import  facility on
Mexico's Baja  Peninsula.  Other  participants in the project include Grupo GGS,
S.A.  de  C.V.,  a  Mexican  company  involved  in the  development  of  various
infrastructure  projects,   including  oil  and  natural  gas  projects.  It  is
anticipated that the project will commence  operations  during the first quarter
of 2006.  Upon  its  completion,  the  project  would  consist  of a LNG  marine
terminal,  regasification  facility,  natural gas power  generation plant and as
well as  infrastructure  to export  natural  gas and  electricity  to the United
States, and for distribution within Mexico. The project may employ up to ten LNG
carriers. We expect that our investment in the project would be financed through
both internal and external resources. This project is still in its early stages,
and its completion  depends on several factors,  including  obtaining  necessary
project financing,  regulatory approvals, and market conditions. The size of our
ultimate investment in this project has not yet been determined.

     In June 2002 we announced  that we had signed a heads of agreement  (letter
of intent) with the Italian offshore and contracting  company Saipem SPA for the
joint marketing and development of Floating Regasification  Terminals, or FRT's,
for the  Italian gas market.  The concept is based on the  conversion  of a Moss
type LNG carrier (`Moss type' is in reference to the type and shape of the cargo
tanks), either existing or newly built. The activities will be managed through a
dedicated joint venture,  where Saipem will handle the engineering and technical
aspects of the FRT's.  We will  contribute to the joint  venture by  identifying
suitable LNG carriers as well as providing maritime expertise. The ultimate size
of our investment has yet to be determined.

Critical Accounting Policies

     The  preparation of the Company's  financial  statements in accordance with
accounting  principles  generally  accepted in the United  States  requires that
management  make  estimates and  assumptions  affecting the reported  amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the  reporting  period.  The  following is a discussion  of the
accounting  policies  applied by the Company  that are  considered  to involve a
higher  degree of judgment in their  application.  See Note 2. to the  Company's
audited  Consolidated  and  Combined  Financial  Statements  and  Notes  thereto
included  herein  for  details  of  all  of the  Company's  material  accounting
policies.


                                       41
<PAGE>

Carve out of the Financial Statements of Osprey

     For the year ended  December  31,  2001 and the six  months  ended June 30,
2001,  the five months to May 31,  2001,  have been carved out of the  financial
statements of Osprey and are presented on a combined basis. For the seven months
from June 1, 2001 to December  31, 2001 and the six months  ended June 30, 2002,
the  financial  statements  of Golar as a  separate  entity are  presented  on a
consolidated  basis. For the years ended December 31, 2000 and 1999 the combined
financial  statements  presented  herein have been  carved out of the  financial
statements of Osprey.

     Osprey is a shipping  company with  activities that include oil tankers and
product carriers as well as LNG carriers.  Where Osprey's  assets,  liabilities,
revenues and expenses relate to the LNG business, these have been identified and
carved out for inclusion in these financial  statements.  Where Osprey's assets,
liabilities,  revenues and expenses  relate to one specific line of business but
not the LNG  business,  these have been  identified  and not  included  in these
financial  statements.  The  preparation of the carved out financial  statements
requires  allocation of certain assets and liabilities and revenues and expenses
where  these items are not  identifiable  as related to one  specific  activity.
Management  has deemed the related  allocations  are  reasonable  to present the
financial position,  results of operations,  and cash flows of the Company.  The
financial position,  results of operations and cash flows of the Company are not
necessarily  indicative  of those that would have been  achieved had the Company
operated  autonomously  for all years  presented  as the  Company  may have made
different  operational  and  investment  decisions as a Company  independent  of
Osprey.

Vessels and Depreciation

     The cost of the Company's  vessels is depreciated on a straight-line  basis
over the vessels'  remaining  economic  useful lives.  Management  estimates the
useful  life of the  Company's  vessels to be 40 years and this is a common life
expectancy  applied in the LNG  shipping  industry.  If the  estimated  economic
useful life is incorrect, an impairment loss could result in future periods. The
vessels held and used by the Company are reviewed for impairment whenever events
or  changes  in  circumstances  indicate  that the  carrying  amount  may not be
recoverable.  In assessing the  recoverability of the vessels' carrying amounts,
the Company must make assumptions regarding estimated future cash flows. Factors
we consider  important which could effect  recoverability and trigger impairment
include significant  underperformance relative to expected operating results and
significant negative industry or economic trends.
<PAGE>
Results of Operations

     Our results for the year ended  December  31, 2001  compared  with the year
ended December 31, 2000 and for the six months ended June 30, 2002 compared with
the six months ended June 30, 2001 are affected by several key factors:

     o    the pushdown of purchase  accounting  adjustments on January 31, 2001,
          resulting from the acquisition of Osprey by World Shipholding, thereby
          recording  in our books a  significant  reduction  in vessel  carrying
          values;

     o    the  application of the  predecessor  basis of accounting  with effect
          from May 31, 2001 resulting  from our  acquisition of the LNG interest
          of Osprey and Seatankers;

     o    the issue of new equity and refinancing of our principal loan facility
          with effect from May 31, 2001 in connection  with the  acquisition  by
          Golar of the LNG business of Osprey;

     o    restructuring  costs incurred in connection with the reorganization of
          our operations, in particular the closure of Osprey's Singapore office
          and associated employment severance costs; and

     o    the adoption of Statement of Financial  Accounting  Standards No. 133,
          "Accounting for Derivatives and Hedging Activities".


                                       42
<PAGE>

The impact of these factors is discussed in more detail below.

     Six months ended June 30, 2002  compared with the six months ended June 30,
2001

     Operating Revenues.  Total operating revenues increased twenty percent from
$53.8  million in the six months  ended  June 30,  2001 to $64.5  million in the
comparable period of 2002. This increase resulted  primarily from higher charter
rates  associated  with  long-term  charters and a decrease in offhire days. The
fleet  earned an average  daily time  charter rate of $58,900 and $51,000 in the
six months  ended June 30, 2002 and 2001,  respectively.  The  increase in rates
from 2001 to 2002 was due to increased  rates in respect of the Hilli,  Gimi and
Khannur,  effective  January 1, 2002 and a rate increase in respect of the Golar
Freeze  effective August 1, 2001. In the six months ended June 30, 2002 and 2001
total days  offhire were 22.5 and 95,  respectively.  The decrease is due to the
fact that three  vessels  underwent  drydocking  during 2001 whilst there was no
loss of income associated with the drydocking of one vessel in 2002.

     Vessel Operating  Expenses.  Vessel operating expenses increased 19 percent
from $11.4  million in the 2001 period to $13.6  million in the six months ended
June 30,  2002.  This was  principally  attributable  to  increased  crew costs,
pension costs and insurance  costs.  Crew costs account for  approximately  $0.9
million of the increase due to a  combination a higher level of surplus crew and
costs  associated  with  crew  reorganization.  Pension  costs in 2002 were $0.6
million  higher as  determined  by our  actuarial  valuations.  Insurance  costs
increased  approximately  $0.3 million due to the payment of two deductibles for
vessel  operating  repairs  and a  general  increase  in the  market  rates  for
insurance.  In the six months  ended June 30, 2002 and 2001,  the average  daily
operating costs of our vessels were $12,500 and $10,500, respectively.  Included
in these amounts are $1,027 per day and $937 per day,  respectively of overheads
allocable  to  vessel  operating  expenses.  These  are  onshore  costs  such as
technical and  operational  staff  support,  information  technology  and legal,
accounting and corporate costs  attributable to vessel  operations.  These costs
are  allocated  based on internal cost studies,  which  management  believes are
reasonable estimates.

     Administrative Expenses.  Administrative expenses were $2.7 million in each
of the six months ended June 30, 2002 and 2001. In the six months ended June 30,
2002  compared  with the six months ended June 30, 2001, a reduction in employee
and property related  administration  expenses was offset by an increase in cost
relating to the planned public offering in the United States.

     Restructuring costs.  Restructuring costs of $1.9 million in the six months
ended June 30, 2001 consist primarily of employment  severance costs incurred in
connection with the restructuring of Osprey's Singapore operations following the
acquisition  by World  Shipholding.  This  reflects  costs  associated  with the
Singapore  office  closure  and  the  related  personnel  whose  employment  was
terminated. These costs were not repeated in 2002.

     Earnings before interest,  tax,  depreciation and amortization,  or EBITDA.
EBITDA  increased 28 percent from $37.8 million in the six months ended June 30,
2001 to $48.2 million in the comparable  period of 2002,  principally due to the
increase in operating revenues.

     Depreciation and  Amortization.  Depreciation  and  amortization  decreased
three  percent from $16.2 million in the six months ended June 30, 2001 to $15.7
million in the comparable  period of 2002. This decrease is due to the reduction
in carrying values of the vessels of approximately  $109.8 million that resulted
from World  Shipholding's  purchase of Osprey and was reflected in our financial
statements  beginning  February 1, 2001. As discussed in Note 1 to the financial
statements,  the fair values of Osprey's assets and liabilities as determined by
independent  appraisal,  based on  discounted  future  cashflows,  exceeded  the
purchase  price paid by World  Shipholding.  This  difference was reflected as a
reduction in the carrying value of our vessels.


                                       43
<PAGE>

     Net Financial  Expenses.  Interest income was $0.6 million and $2.2 million
for the six months ended June 30, 2002 and 2001, respectively.  Interest expense
was $12.0  million and $17.6  million for the six months ended June 30, 2002 and
2001, respectively.  This decrease of 32 percent reflects a combination of lower
average interest rates and the  restructuring of the Company's debt in the first
half of 2001. In May 2001, the Company  refinanced its existing facility for the
five wholly-owned  vessels and obtained  significantly  improved margins.  Other
financial items decreased to $5.9 million for the six months ended June 30, 2002
from $6.9  million in the six months  ended  June 30,  2001.  For the six months
ended June 30, 2002 and June 30, 2001,  other  financial  items include a charge
for the mark to market  valuation of derivative  instruments of $5.2 million and
$3.3  million,   respectively.  In  addition,  we  incurred  financing  fees  of
approximately  $3.3 million in the six months ended June 30, 2001 in  connection
with the  accelerated  amortization  of the deferred  fees on the existing  loan
facility due to its refinancing.

     Minority  Interest and Income Taxes.  Minority  interest consists of the 40
percent interest in the Golar Mazo, for both periods. Income taxes, which relate
to the taxation of the United  Kingdom  branch  operations  of a subsidiary  and
certain interest income, were insignificant in both periods.

     Net  Income  (Loss).  As a result of the  foregoing,  net  income was $15.1
million in the six months  ended June 30,  2002  compared  to a net loss of $2.5
million in the six months ended June 30, 2001.

     Year ended  December 31, 2001,  compared  with the year ended  December 31,
2000

     Operating  Revenues.  Total operating  revenues  increased one percent from
$113.0 million in 2000 to $114.2 million in 2001.  This resulted  primarily from
higher  average  charter rates and an increase in the number of days trading for
the Golar Mazo,  offset by an  increase in  scheduled  offhire  days.  The fleet
earned an average  daily time  charter  rate of $53,600  and $50,900 in 2001 and
2000,  respectively.  Total operating  revenues were reduced due to an increased
number of offhire days associated with the scheduled drydocking of three vessels
in 2001.  In the years ended  December 31, 2001 and 2000 total days offhire were
130 and 79, respectively.

     Vessel Operating  Expenses.  Vessel operating expenses increased 17 percent
from  $21.0  million  in 2000 to $24.5  million  in 2001.  This was  principally
attributable to increased crew costs,  pension costs and insurance  costs.  Crew
costs  account  for  approximately  $1.1  million  of  the  increase  due  to  a
combination of pay increases,  changes to shift patterns that increased  manning
levels and a slightly  higher level of surplus crew.  Pension costs in 2001 were
$1.6 million higher as determined by our actuarial  valuations.  Insurance costs
increased  approximately  $0.6 million due to the payment of a deductible for an
insured vessel  operating  repair and a general increase in the market rates for
insurance.  In the years ended  December  31, 2001 and 2000,  the average  daily
operating costs of our vessels were $11,200 and $9,600,  respectively.  Included
in these  amounts are $928 per day and $872 per day,  respectively  of overheads
allocable  to  vessel  operating  expenses.  These  are  onshore  costs  such as
technical and  operational  staff  support,  information  technology  and legal,
accounting and corporate costs  attributable to vessel  operations.  These costs
are  allocated  based on internal cost studies,  which  management  believes are
reasonable  estimates.  We expect to reduce our future vessel operating expenses
by  leveraging  the  purchasing  power  of  related  companies,   by  increasing
utilization   of  our  crew  pool,  and  through  the  gradual  change  of  crew
nationalities  to lower  cost,  but equally  qualified  crews,  consistent  with
industry  practice.  In  addition,  we plan to leverage  overhead  functions  by
increasing fleet size without  corresponding  incremental  increases in overhead
spending.

     Administrative  Expenses.  Administrative  expenses increased seven percent
from $7.7 million in 2000 to $8.2 million in 2001,  principally  due to a charge
of $2.4 million of expenses  relating to a planned public offering in the United
States.  Offsetting  this amount was reduced  property  costs and the absence of
costs  associated  with  financing  activities  which  took  place in  2000.  We
relocated  our London office  facilities  during  September  2000 and closed our
Singapore office during May 2001, which reduced property costs from $1.2 million
for the year ended December 31, 2000 to $0.8 million for the year ended December
31, 2001.

     We anticipate  lower recurring  administrative  expenses in the future as a
result of the  elimination  of the  Singapore  head office  cost and  associated
compensation costs of Singapore  personnel whose functions have been transferred
to existing offices in London and Bermuda.

     Restructuring costs.  Restructuring costs of $1.9 million in the year ended
December 31, 2001 consist  primarily of employment  severance  costs incurred in
connection with the restructuring of Osprey's Singapore operations following the
acquisition by Word  Shipholding.  As noted above,  we anticipate  certain costs
savings for  administrative  expenses going forward as a result of the reduction
in senior management costs as well as reduced property expenses.

     EBITDA.  EBITDA  decreased  six percent from $84.3 million in 2000 to $79.6
million in 2001, principally due to the increase in vessel operating expenses.


                                       44
<PAGE>

     Depreciation and Amortization.  Depreciation and amortization  decreased 13
percent from $36.5  million in 2000 to $31.6  million in 2001.  This decrease is
due to the reduction in carrying values of the vessels of  approximately  $109.8
million  that  resulted  from  World  Shipholding's  purchase  of Osprey and was
reflected in our financial statements beginning February 1, 2001.

     Net Financial  Expenses.  Interest income was $3.3 million and $2.1 million
for the years ended  December  31, 2001 and 2000,  respectively.  This  increase
reflects a higher  average  cash  balance for the Golar Mazo in the 2001 period.
Interest  expense  was $32.5  million  and  $44.5  million  for the years  ended
December 31, 2001 and 2000, respectively. This decrease of 27 percent reflects a
combination  of lower  average  interest  rates and an increase  in  capitalized
interest from $196,000 in 2000 to $2,627,000 in 2001. In May 2001, we refinanced
the  facility  for the five  wholly-owned  vessels  and  obtained  significantly
improved margins.  Other financial items increased to $12.4 million for the year
ended  December 31, 2001 from $2.4 million in the year ended  December 31, 2000,
primarily  due to a mark to  market  charge  of  $8.2  million  relating  to the
application of a new accounting  pronouncement  for derivative  instruments.  In
addition,  during the first half of 2001,  we wrote off $2.3 million of deferred
finance fees as a result of refinancing a loan facility.

     Minority Interest and Income Taxes. Minority interest, consisting of the 40
percent interest in the Golar Mazo,  decreased from $3.4 million in 2000 to $1.6
million in 2001,  principally due to the impact of the mark to market charge for
derivative  instruments  of $6.3  million.  Income  taxes,  which  relate to the
taxation of the United  Kingdom  branch  operations of a subsidiary  and certain
interest income, were insignificant in both periods.

     Net Income (Loss).  As a result of the  foregoing,  we earned net income of
$4.4 million in 2001, increased from a net loss of $0.5 million in 2000.

     Year ended  December 31, 2000,  compared  with the year ended  December 31,
1999

     Our results for the year ended  December  31, 2000  compared  with the year
ended December 31, 1999 are affected primarily by the delivery of the Golar Mazo
on January 15, 2000.

     Operating  Revenues.  Total  operating  revenues  increased 38 percent from
$81.8 in 1999 to $113.0  million in 2000. The fleet earned an average daily time
charter rate of $50,900 and $43,300 in 2000 and 1999,  respectively.  On January
15, 2000 the vessel Golar Mazo was  delivered to us and  commenced its long-term
time charter on the same date. The Golar Mazo thereby  contributed $33.3 million
in 2000.  Golar Spirit was operated  throughout  1999 and 2000 on its  long-term
time charter which gave a contribution of $26.0 million in both years. Operating
revenues in 2000 were also  improved by the reduction in number of offhire days.
In the year ended  December 31, 2000,  total days offhire were 79 compared  with
152 in 1999 due to the  commencement  of British Gas long-term  charters in 2000
for our four LNG carriers, the Hilli, Gimi, Khannur and Golar Freeze. Offsetting
these positive  factors was a reduction in earnings as these four vessels during
1999 operated under either  short-term or medium-term time charters,  earning an
average rate of $40,100 per day.  Commencing  with the  long-term  time charters
with British Gas, earning for these four vessels were reduced to an average rate
of $36,100 per day in 2000.

     Vessel Operating  Expenses.  Vessel operating expenses increased 15 percent
from  $18.3  million  in 1999 to $21.0  million  in 2000.  $3.3  million of this
increase  is  attributable  to the  inclusion  of the Golar  Mazo in 2000.  This
increase  is  partly  offset  by  reduced  expenses  for the  rest of the  fleet
principally for stores, repairs and spare parts, due to operating  efficiencies.
The average  daily  operating  costs of our vessels was $9,600 in 2000  compared
with $10,000 in 1999. Included in these amounts in each of 2000 and 1999 is $872
per vessel per day of overheads allocable to vessel operating expenses.

     Administrative  Expenses.  Administrative  expenses decreased three percent
from $7.9  million in 1999 to $7.7  million  in 2000.  In 2000 we  benefited  by
moving to lower cost  premises but this was offset by higher salary costs due to
exceptional staff bonus payments.  The decrease from 1999 also reflects the fact
that in 1999 we incurred a $0.5 million  non-recurring  charge  associated  with
expected losses on certain sub-lease arrangements relating to office premises.


                                       45
<PAGE>

     Earnings before  Interest,  Tax,  Depreciation and  Amortization.  In 2000,
EBITDA  increased  52  percent  from  $55.6  million  in 1999 to $84.3  million,
primarily due to the impact of the additional  time charter  revenues  resulting
from the operation of the Golar Mazo.

     Depreciation and Amortization.  Depreciation and amortization  increased 24
percent from $29.5  million in 1999 to $36.5 million in 2000, as a result of the
inclusion of the Golar Mazo from January 2000.

     Net Financial  Expenses.  Interest income was $2.1 million in 2000 compared
with  $3.6  million  in  1999,  a  decrease  of 42  percent.  This  is  due to a
substantial  loan  repayment  that  affected  the net  operating  cash flows and
consequent allocation of interest income.  Interest expense was $44.5 million in
2000  compared  with $26.4  million in 1999,  an increase  of 69  percent.  This
increase is partially  attributable  to the drawdown on a loan facility of $88.2
million in January 2000 to assist in financing the delivery  installment  of the
Golar Mazo. The Company had total debt outstanding of $513.9 million at December
31, 2000  compared with $467.7  million at December 31, 1999. In 2000,  interest
expense  increased  due to the delivery of the Golar Mazo.  In the prior period,
interest expense of $7.5 million was capitalized in the construction cost of the
vessel.

     Minority  Interest and Income  Taxes.  In the year ended  December 31, 2000
minority interest was $3.4 million,  representing the 40 percent interest in the
owning  company of the Golar Mazo.  Prior to this  vessel's  delivery in January
2000, there was no operating  revenues and all predelivery  expenditure had been
capitalized in the cost of the vessel.  Income taxes relate to the taxation of a
United  Kingdom branch of a subsidiary  and tax on interest  income  received by
certain  other  subsidiaries  of the  Company  and  were  insignificant  in both
periods.

     Net Income (Loss). As a result of the foregoing, a net loss of $1.9 million
in 1999 decreased to a net loss of $0.5 million in 2000.

Liquidity and Capital Resources

     We operate in a capital intensive industry and our predecessor business has
historically   financed  its   purchase  of  LNG  carriers  and  other   capital
expenditures  through a combination of borrowings  from commercial  banks,  cash
generated from operations and equity capital. Our liquidity  requirements relate
to  servicing  our debt,  funding our  newbuilding  program,  funding the equity
portion of investments in vessels,  funding working capital and maintaining cash
reserves against fluctuations in operating cash flows.

     Revenues from our time charters and our  management  contracts are received
monthly  in  advance.  Inventory  requirements,  consisting  primarily  of fuel,
lubricating  oil and spare  parts,  are low due to the  majority  of these items
being paid for by the  charterer  under time  charters.  We believe  our current
resources are sufficient to meet our working capital requirements;  however, our
newbuilding  program,  currently  consisting of four committed  contracts,  will
result in  increased  financing  and  working  capital  requirements,  which are
described further below.  Payments for our newbuildings are made as construction
progresses in accordance with our contracts with shipyards.

     We have sufficient  facilities to meet our anticipated  funding needs until
August 2003.  As of October 2002  additional  facilities of $316 million will be
needed to meet commitments under the newbuilding  construction program in August
2003 and thereafter.  It is standard in the shipping industry to finance between
60 and 80 percent of the purchase price of vessels,  or construction cost in the
case of newbuildings, through traditional bank financing. In the case of vessels
that have term  charter  coverage,  the debt  finance  percentage  may  increase
significantly.  One of our newbuildings has been employed on a long-term charter
with British Gas and we have  obtained  financing for 100 percent of the cost of
the  vessel.  If we were to  obtain  60  percent  debt  financing  to cover  the
installments  due on our three  remaining  unfinanced  newbuildings,  this would
equate to additional  finance of approximately  $235 million of the $316 million
required.


                                       46
<PAGE>

     It is intended that the funding for our  commitments  under the newbuilding
construction  program  will  come  from a  combination  of debt  finance,  lease
arrangements for existing vessels and cash flow from operations.  Alternatively,
if market and economic conditions favor equity financing, we may raise equity to
fund a portion of the construction costs. We are in advanced negotiations with a
number of financial  institutions and others to provide sufficient facilities to
meet  these  construction  commitments  in full as they  fall  due.  Details  of
newbuilding commitments and proposed funding arrangements are detailed below.

     Our funding and treasury activities are conducted within corporate policies
to maximize investment returns while maintaining  appropriate  liquidity for our
requirements.  Cash and cash equivalents are held primarily in U.S. dollars.  We
have not made  use of  derivative  instruments  other  than for risk  management
purposes.

     The following table summarizes our cashflows from operating,  investing and
financing activities:

<TABLE>
<CAPTION>
(in millions of $)                   Six        Six        Year        Year        Year
                                  Months     Months       Ended       Ended       Ended
                                   Ended      Ended    December    December    December
                                 June 30    June 30     31 2001     31 2000     31 1999
                                    2002       2001
                                  ------     ------      ------      ------       -----
<S>                               <C>        <C>         <C>         <C>          <C>
Net cash provided by operating      32.1       12.9        42.0        29.5        18.8
activities

Net cash used in investing        (103.3)    (572.5)     (657.9)     (122.8)      (27.4)
activities

Net cash provided by financing      65.3      591.7       667.7        96.5         9.4
activities

Net increase (decrease) in          (5.9)      32.1        51.8         3.1         0.8
cash and cash equivalents

Cash and cash equivalents at        57.5        5.7         5.7         2.6         1.8
beginning of period

Cash and cash equivalents at        51.6       37.8        57.5         5.7         2.6
end of period
</TABLE>

     With our  incorporation  and  recapitalization  in May 2001, our short-term
liquid resources increased  modestly.  As of June 30, 2002 and December 31, 2001
the Company had  unrestricted  cash and cash  equivalents  of $51.6  million and
$57.5  million,  respectively.  In  addition,  at June 30, 2002 and December 31,
2001, we had restricted  cash of $13.2 million and $14.2  million,  respectively
that represents  balances retained on accounts in accordance with certain of our
loan  covenants.  These  amounts  are in  contrast  to cash and cash  equivalent
balances  at  December  31,  2000 and  1999 of $5.7  million  and $2.6  million,
respectively  with $13.1  million of funds at  December  31, 2000 also placed in
restricted cash deposits and short term interest bearing deposits.


                                       47
<PAGE>

     We generated cash from  operations of $32.1 million in the six months ended
June 30, 2002 compared  with $12.9 million  generated in the first six months of
2001. In 2001, we generated cash from operations of $42.0 million  compared with
$29.5 million in 2000. In 1999, we generated cash from operations of $18.8.

     Net cash used in investing activities in the six months ended June 30, 2002
totaled $103.3 million, of which $101.4 million related to newbuilding  purchase
installments.  Net cash used in investing  activities in the year ended December
31, 2001 totaled $657.9  million,  of which $572.5 million was in the six months
ended  June  30,  2001,  mainly  as a  result  of  $530.9  million  used  in the
acquisition  of the LNG interests of Osprey and  Seatankers  and $140.0  million
towards ship construction and  refurbishment.  This compares with $122.8 million
and $27.4 million used in these  activities in the years ended December 31, 2000
and 1999,  respectively.  In 2000, investing activities consisted primarily of a
payment  of  $94.0  million  for  the  final  purchase  installment  for the LNG
newbuilding,  the Golar Mazo,  as well as a cash  investment of $27.3 million in
short term interest bearing deposits.

     Net cash  provided by  financing  activities  was $65.3  million in the six
months ended June 30, 2002 compared with $591.7  million in the six months ended
June 30,  2001.  Financing in the six months ended June 30, 2002 came from a new
loan facility from Lloyds TSB Bank PLC of which $131.9  million was drawndown in
the period,  and $16.3 million from a related party.  Repayments of debt totaled
$73.0  million in the six month  period of which $52.6  million was to a related
party. Net cash provided by financing  activities was $667.7 million in the year
ended  December  31, 2001,  of which $591.7  million was in the six months ended
June 30, 2001,  compared  with $96.5  million and $9.4 million in the year ended
December 31, 2000 and 1999,  respectively.  Financing  in 2001 came  principally
from a new $325 million  floating  rate loan  facility  undertaken  to refinance
floating  rate  facilities,  and from net  proceeds of $275.8  million  from our
equity placement in Norway,  both of which occurred in May 2001. We were able to
obtain a  substantial  reduction  in interest  margins  over LIBOR  through this
refinancing that should provide us with greater  financial  flexibility and debt
capacity in the future.  In addition,  we received  $85.3 from a related  party,
Greenwich,  as discussed  below.  Repayments  of loan  facilities  totaled $15.2
million in 2001.  Financing activity in 2000 related principally to the drawdown
of long-term  debt for financing the final  delivery  installment  for the Golar
Mazo.

     In connection  with the  acquisition of its LNG operations in 1997,  Osprey
entered  into a secured  loan  facility  for an amount of $352.4  million;  this
facility  provided for floating  rate  interest of LIBOR plus 2.5 percent to 4.0
percent.  In May 2001,  following  the  formation of Golar in its current  legal
form,  in  connection  with the  acquisition  of the LNG interests of Osprey and
Seatankers,  we refinanced our five  wholly-owned LNG carriers and recapitalized
Golar. We acquired these interests for $530.9 million (net of cash acquired). In
May 2001, the $352.4 million  facility was repaid and the Company entered into a
new  secured  loan  facility  with a  banking  consortium  for an amount of $325
million,  the Golar LNG  facility.  This six year facility  bears  floating rate
interest  of LIBOR  plus 1.5  percent.  The loan is  repayable  in 22  quarterly
installments  and a final balloon payment of $147.5 million.  The long-term debt
is  secured  by a mortgage  on our five  wholly  owned  vessels,  Golar  Spirit,
Khannur,  Gimi, Hilli and Golar Freeze. In our financial statements for the year
ended  December  31, 2001,  the interest  expense to May 31, 2001 relates to the
carved out Osprey  facility while the expense for the remaining  seven months of
2001  relates  to the new $325  million  facility  and the loans  from a related
party,  Greenwich,  as discussed  further below.  The balance of the acquisition
price was financed from the net proceeds of $275.8 million we raised through the
equity  placement in Norway.  In June 2001, $32.5 million of the proceeds of the
share issue was used to finance the first delivery installment due on one of the
newbuilding contracts as discussed further below.

     On November 26, 1997 Osprey  entered into a loan facility of $214.5 million
secured by a mortgage on the vessel Golar Mazo. This facility,  which we assumed
from Osprey,  bears floating rate interest of LIBOR plus 0.865 percent. The loan
is repayable  in bi-annual  installments  that  commenced on June 28, 2001.  The
balance of the facility,  on a 100 percent  basis,  at December 31, 2001 totaled
$204.3  million.  In connection  with the Mazo  facility,  Osprey entered into a
collateral agreement with the banking consortium and a bank Trust Company.  This
agreement  requires  that  certain  cash  balances,  representing  interest  and
principal  payments for defined  future  periods,  be held by the Trust  Company
during the period of the loan.

     During the second half of 2001,  and the first half of 2002,  we  undertook
borrowing  arrangements with Greenwich  Holdings Limited,  a company  indirectly
controlled  by Mr.  Fredriksen,  to provide  initial  funding under three of our
newbuilding contracts discussed in further detail below.

     In August 2001, we obtained a loan of $32.6 million from Greenwich in order
to finance the first  installment due on newbuilding  hull number 2215. The loan
was for a period of one year and bore  floating  rate interest of LIBOR plus 2.5
percent.  Related to this,  a  subsidiary  of Golar  guaranteed  a loan of $32.6
million made to Greenwich by Nordea and Den norske Bank ASA,  both  Scandinavian
banks, and entered into an assignment and security agreement, in respect of its'
shipbuilding  contract,  with Den norske Bank as security  agent.  In  September
2001,  we obtained an additional  $20 million in loan finance from  Greenwich by
way of an addendum to the loan of $32.6 million in relation to hull number 2215,
in order to finance the second  installment  on this vessel.  The loan was for a
period of six months and bore  floating rate interest of LIBOR plus 2.5 percent.
These loans totaling $52.6 million have been repaid out of the new bank facility
discussed below.


                                       48
<PAGE>

     In August 2001, we obtained a loan of $32.7 million from Greenwich in order
to finance the first installments due on newbuilding hull numbers 1460 and 2220.
The loan is for a period of one year and bears  floating  rate interest of LIBOR
plus 2.5  percent.  In  connection  with this,  two  subsidiaries  of Golar have
guaranteed  a loan of $32.7  million  made to Greenwich by Nordea and Den norske
Bank ASA and they have both entered into an assignment and security agreement in
respect of their shipbuilding contracts with Den norske Bank as security agent.

     After these transactions, at December 31, 2001, we had total long-term debt
outstanding of $609.6  million,  compared with $513.9 million and $467.7 million
at December 31, 2000 and 1999, respectively.

The outstanding debt of $609.6 million as of December 31, 2001 was repayable as
follows:

     Year ending December 31,
     (in millions of $)
     2002                                                             126.3
     2003                                                              42.0
     2004                                                              43.1
     2005                                                              46.7
     2006                                                              55.4
     2007 and later                                                   296.1
     ----------------------------------------------------------------------
                                                                      609.6
     ======================================================================

     On December 31, 2001, we signed a loan  agreement  with Lloyds TSB Bank Plc
to finance 100 percent of the cost of one of our newbuildings, hull number 2215,
after we secured a 20 year charter for this vessel.  The agreement  allows us to
draw down a  maximum  of $180  million  to cover the  contract  price,  costs of
supervising the building process and interest costs of the draw down part of the
loan up to  delivery.  In March  2002 we drew  down  $99.2  million  on the loan
facility  signed  with  Lloyds  TSB Bank  Plc.  This  draw down was used for the
purpose of  financing  the third  installment  of $32.4  million on  newbuilding
number  2215 and,  in addition as  discussed  above,  $52.6  million was used to
re-pay loans from Greenwich in respect of the same vessel.  In June 2002 we drew
down a further  $32.7 to finance  the fourth  installment  of $32.4  million and
associated interest and commitment costs.

     In June 2002, we obtained  $16.3 million in loan finance from  Greenwich by
way of an addendum to an existing loan agreement in respect of newbuilding  hull
numbers  1460 and  2220 in  order  to  finance  the  second  installment  due on
newbuilding hull number 1444. In connection with this, a subsidiary of Golar has
guaranteed  a loan of $16.3  million  made to Greenwich by Nordea and Den norske
Bank ASA and has entered into an assignment and security agreement in respect of
its shipbuilding  contract with Den norske Bank as security agent. This addendum
also extended the  repayment  date of the original  loan,  $32.7  million,  from
August 2002 until  August 2003.  The $16.3  million loan is for a period of four
months and bears floating rate interest of LIBOR plus 2.625  percent.  This rate
also  applies to the  original  $32.7  million  loan from June  2002.  This rate
increases to LIBOR plus three  percent on any amounts  still  outstanding  as at
February 20, 2003.

     After these  transactions,  at June 30, 2002, we had total  long-term  debt
outstanding of $684.8 million which was repayable as follows:

     Year ending December 31,
     (in millions of $)
     2002 (six months to December 31, 2002)                            36.9
     2003                                                              77.1
     2004                                                              46.5
     2005                                                              50.1
     2006                                                              59.6
     2007 and later                                                   414.6
     ----------------------------------------------------------------------
                                                                      684.8
     ======================================================================


                                       49
<PAGE>

     In September 2002,  Greenwich confirmed the availability of an extension to
the $32.7  million  loan and the $16.3  million  loan in respect of hull numbers
1460, 2220 and 1444.  Both amounts can remain  outstanding,  if required,  until
December 2003.  Greenwich also confirmed the  availability  of an additional $15
million  facility  for the  payment  of  newbuilding  installments  should it be
required.

     In  October  2002,  we signed a loan  agreement  with some of the Golar LNG
facility  Lenders in respect of a facility in the amount of up to $60 million to
be  secured  on the  Company's  existing  five  wholly-owned  vessels  as second
priority charges.  The agreement allows us to draw down a maximum of $60 million
to assist in the financing of our newbuilding installment payments.

     In addition to mortgage security,  some of our debt is also  collateralized
through  pledges of shares by  guarantor  subsidiaries  of Golar.  Our  existing
financing agreements impose operation and financing restrictions on us which may
significantly  limit or  prohibit,  among  other  things,  our  ability to incur
additional indebtedness, create liens, sell capital shares of subsidiaries, make
certain  investments,  engage in mergers  and  acquisitions,  purchase  and sell
vessels, enter into time or consecutive voyage charters or pay dividends without
the consent of our lenders. In addition, our lenders may accelerate the maturity
of indebtedness under our financing agreements and foreclose upon the collateral
securing the  indebtedness  upon the  occurrence  of certain  events of default,
including  our  failure to comply  with any of the  covenants  contained  in our
financing  agreements.  We are  required  under  our $325  million  facility  to
maintain  available  cash of at least $25  million,  and to maintain an asset to
current liability ratio,  excluding current long-term debt, of not less than 1.5
to 1. As of the end of each fiscal  quarter up to the end of 2003,  the ratio of
our total  outstanding  debt,  reduced by our then  available  cash, to earnings
before interest, tax, depreciation and amortization on an annualized basis shall
not be more than 6.5 to 1. This  ratio is  reduced  to 6 to 1 in 2004 and 5 to 1
for all subsequent periods. We are required under our Mazo facility (in which we
have a sixty  percent  interest)  to maintain in an account  (the `debt  service
reserve'  account)  controlled  by the  trustee,  an amount  equal to six months
interest and principal debt repayment.  After the first five years from delivery
(January  2000) this is reduced to an amount  equal to five months  interest and
principal debt repayment. For the six months ended 28 June 2002 this amounted to
$12.7 million. We are additionally  required to place each month into a separate
account (the  `collateral'  account) also  controlled by the trustee,  an amount
equal to one month's  interest and principal debt repayment.  The funds built up
in the collateral account are used to pay the interest and principal due at each
six  monthly  repayment  date.  There is also a  requirement  to maintain a debt
service  coverage  ratio of 1.10:1,  which is calculated by dividing six month's
charter hire by six month's interest and principal debt repayment As of June 30,
2002,  December 31, 2001,  2000 and 1999,  we complied with all covenants of our
various debt agreements.

Newbuilding Contracts and Capital Commitments

     As of December 31, 2001,  we had  contracts to build four new LNG carriers.
Amounts payable under these contracts,  totaling  approximately  $658.9 million,
excluding  financing costs, are due in installments  over the period to December
2004,  with  approximately  $423.5 falling due after September 30, 2002. We also
have budgeted capital expenditure of approximately $25 million over the next six
years in connection with our vessels refurbishment program.


                                       50
<PAGE>

     As of October 2002, the Company had total loan  facilities of $304 million,
to finance its  newbuilding  program.  These consist of a $180 million  facility
from Lloyds TSB Bank Plc ($162  million is in respect of the  contract  cost and
the balance is for  associated  finance  costs and other sundry  items) of which
$129.6 million has been drawn down to finance  newbuilding  installments,  $64.0
million from a related party,  Greenwich,  of which $49.0 million has been drawn
down as discussed in Note 28 to the Company's financial statements,  and the $60
million facility from some of the Golar LNG Facility  lenders.  The Company will
then require  additional  financing of approximately $316 million to fund all of
its newbuilding construction commitments.

     The  commitments up to August 2003 will be funded from existing  facilities
and cash generated from operations.  Additional  facilities are required to meet
progress  payments  from  August  2003 and  further  progress  payments  arising
periodically thereafter until completion of the program in 2004.

     Our senior  management  evaluates  funding  alternatives  depending  on the
prevailing  market  conditions.  We  anticipate  that the  additional  financing
required to fund the completion of the remaining newbuilding  construction costs
will  come  from a  combination  of  additional  debt  financing  and cash  from
operations,  supplemented  by equity  proceeds as  circumstances  may warrant or
permit. It is standard in the shipping industry to finance between 60 and 80 per
cent of the construction cost of newbuildings through traditional bank financing
and in the  case of  vessels  that  have  charter  coverage,  the  debt  finance
percentage may increase significantly. We may finance up to 100 percent of these
newbuilding  costs  through  additional  tranches  of bank debt  secured  by the
respective  newbuildings.   We  would  make  such  borrowings  as  needed  while
construction  proceeds.  Alternatively,  if market and economic conditions favor
equity  financing at any such time,  we may use  somewhat  less debt and instead
raise  equity to fund a larger  portion  of these  costs.  Currently,  we have a
charter  contract  for  one of our  newbuildings  and we are  seeking  long-term
charters for two of our newbuildings.  We are considering  dedicating the fourth
newbuilding to the spot market. The charter coverage of a newbuilding may affect
our ability to finance its completion.

     As at September  30, 2002,  approximately  $235.5  million has been paid as
installments under the newbuilding contracts. The following table sets out as at
September 30, 2002 the estimated timing of the remaining  commitments  under our
present  newbuilding  contracts  over the next five years.  Actual dates for the
payment of installments may vary due to progress of the construction.

     These estimated  timings take into account the  rescheduling of installment
payments for two of our  newbuildings.  Both  shipyards have offered and we have
accepted revised payment terms in  consideration  of an amount  equivalent to an
interest charge of between six and eight percent  interest per annum. The effect
of these  amendments  to the  timing  of  payments  is to delay a total of $81.1
million from 2002 and 2003 until  payment of $32.5  million in December 2003 and
$48.6 million in March 2004.

                            Hull No.    Hull No.  Hull No.   Hull No.     Total
(in millions of $)            1444        2215      2220       1460
- --------------------------------------------------------------------------------

2002 (three months)             16.3         --       16.2       16.5       49.0
2003                           100.6       32.4       32.4       33.0      198.4
2004                              --         --       84.0       92.1      176.1
2005                              --         --         --         --         --
2006 and later                    --         --         --         --         --
                              _______     ______    _______    _______    ______
Total                          116.9       32.4      132.6      141.6      423.5


                                       51
<PAGE>

Recently  Issued  Accounting  Standards and Securities  and Exchange  Commission
Rules

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivatives
and Hedging Activities" ("FAS 133"). SFAS 133 as amended by FAS 137 and FAS 138,
establishes  accounting and reporting  standards for derivative  instruments and
hedging activities. It requires an entity to recognize all derivatives as either
assets or liabilities on the balance sheet and measure those instruments at fair
value.  Changes in the fair value of  derivatives  are  recorded  each period in
current  earnings  or  other  comprehensive  income,   depending  on  whether  a
derivative is designated as part of a hedge  transaction and, if it is, the type
of hedge  transaction.  The Company adopted SFAS 133 on January 1, 2001 and upon
initial adoption  recognized the fair value of its derivatives as liabilities of
$2.8  million  and a charge  of $2.8  million  was  made to other  comprehensive
income.

     In June 2001,  the FASB  approved  SFAS No. 141,  "Accounting  for Business
Combinations"  which requires the application of the purchase  method  including
the  identification of the acquiring  enterprise for each transaction.  SFAS No.
141 applies to all business  combinations  initiated after June 30, 2001 and all
business  combinations  accounted for by the purchase  method that are completed
after June 30,  2001.  The  adoption of SFAS No. 141 by the Company did not have
any  impact on the  Company's  consolidated  results  of  operations,  financial
position or liquidity.

     In June  2001,  the  FASB  approved  SFAS  No.  142,  "Goodwill  and  Other
Intangible Assets" ("SFAS 142"). SFAS No. 142 applies to all acquired intangible
assets  whether  acquired  singularly,  as part  of a  group,  or in a  business
combination.  SFAS No.  142 will  supersede  APB  Opinion  No.  17,  "Intangible
Assets".  This statement is effective for fiscal years  beginning after December
15, 2001. The adoption of SFAS No. 142 by the Company did not have any impact on
the  Company's  consolidated  results  of  operations,   financial  position  or
liquidity.

     In  August  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement  Obligations" ("SFAS 143"). SFAS No. 143 requires the fair value of a
legal liability related to an asset retirement to be recognized in the period in
which it is incurred.  The associated asset retirement costs must be capitalized
as part of the carrying amount of the related  long-lived asset and subsequently
amortized to expense.  Subsequent  changes in the liability will result from the
passage  of  time(interest  cost)  and  revision  to cash flow  estimates.  This
statement  is  effective  for fiscal years  beginning  after June 15, 2002.  The
effect on the Company of adopting SFAS 143 is under evaluation.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets"  ("SFAS 144").  The  objectives of
SFAS 144 are to address  significant  issues relating to the  implementation  of
FASB Statement No. 121,  "Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to Be Disposed  Of", and to develop a single  accounting
model based on the framework  established in SFAS 121, for long-lived  assets to
be disposed of by sale. The standard requires that long-lived assets that are to
be disposed of by sale be measured at the lower of book value or fair value less
cost to sell.  Additionally,  the  standard  expands  the scope of  discontinued
operations to include all  components of an entity with  operations  that can be
distinguished  from  the rest of the  entity  and  will be  eliminated  from the
ongoing  operations of the entity in a disposal  transaction.  This statement is
effective for fiscal years beginning after December 15, 2001, and generally, its
provisions are to be applied prospectively.  The adoption of SFAS No. 144 by the
Company  did not  have any  impact  on the  Company's  consolidated  results  of
operations, financial position or liquidity.


                                       52
<PAGE>

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections".  This Statement rescinds FASB Statement No. 4, Reporting Gains and
Losses from  Extinguishment  of Debt, and an amendment of that  Statement,  FASB
Statement  No.  64,   Extinguishments  of  Debt  Made  to  Satisfy  Sinking-Fund
Requirements. This Statement also rescinds FASB Statement No. 44, Accounting for
Intangible  Assets of Motor Carriers.  This Statement  amends FASB Statement No.
13,  Accounting for Leases,  to eliminate an inconsistency  between the required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback   transactions.   This   Statement  also  amends  other  existing
authoritative  pronouncements  to make various  technical  corrections,  clarify
meanings,  or  describe  their  applicability  under  changed  conditions.  This
statement is  generally  for  transactions  occurring  after May 15,  2002.  The
adoption of SFAS No. 145 by the Company did not have any impact on the Company's
consolidated results of operations, financial position or liquidity.

     In July 2002,  the Financial  Accounting  Standards  Board issued SFAS 146,
"Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146").
The Statement  requires  companies to recognize  costs  associated  with exit or
disposal  activities  when  they  are  incurred  rather  than  at the  date of a
commitment to an exit or disposal plan.  SFAS 146 will be applied by the Company
prospectively to exit or disposal activities initiated after December 31, 2002.

See Item 11 for a discussion of quantitative and qualitative  disclosures  about
market risks.


                                       53
<PAGE>

ITEM 6. Directors, Senior Management and Employees

Directors and senior management

     Set forth below are the names,  ages and  positions  of our  directors  and
executive officers:

     Name                   Age      Position
     ----                   ---      --------
     John Fredriksen        58       Chairman of the Board, President and
                                     Director

     Tor Olav Troim         39       Deputy Chairman of the Board, Chief
                                     Executive Officer, Vice President and
                                     Director

     A. Shaun Morris        42       Director

     Timothy Counsell       44       Director

     Sveinung Stohle        43       Executive Vice President

     Graeme McDonald        45       Chairman of Golar Management and
                                     Technical Director

     Graham Griffiths       58       General Manager of the Fleet

     Kate Blankenship       37       Secretary, Chief Accounting Officer

     Graham Robjohns        37       Group Financial Controller

     Biographical  information  with  respect  to  each  of  our  directors  and
executive officers is set forth below.

     John  Fredriksen has served as the chairman of our board of directors,  our
president and a director  since our inception in May 2001. He has been the chief
executive officer,  chairman of the board, president and a director of Frontline
Ltd.  since 1997.  Frontline  Ltd. is a Bermuda  based tanker owner and operator
listed  on the  New  York  Stock  Exchange  and the  Oslo  Stock  Exchange.  Mr.
Fredriksen has served for over eight years as a director of  Seatankers,  a ship
operating company.

     Tor  Olav  Troim  has   served  as  our  chief   executive   officer,   our
vice-president  and a director  since our inception in May 2001. He has been the
vice  president and a director of Frontline  Ltd.  since 1996. He also served as
deputy  chairman of Frontline Ltd. in 1997.  Until April 2000, Mr. Troim was the
chief executive officer of Frontline Management,  a management company that is a
subsidiary of Frontline Ltd. Mr. Troim also serves as a consultant to Seatankers
and since May 2000,  has been a  director  and  vice-chairman  of  Knightsbridge
Tankers Limited, a Bermuda based, Nasdaq National Market listed tanker owner. He
is a director of Aktiv Inkasso ASA,  Northern Oil ASA, both Norwegian Oslo Stock
Exchange listed companies,  and Northern Offshore Ltd., a Bermuda company listed
on the Oslo Stock Exchange.  Prior to his service with  Frontline,  from January
1992,  Mr.  Troim  served  as  managing  director  and a member  of the board of
directors of DNO AS, a Norwegian oil company.

     A. Shaun Morris has served as a non-executive  director since our inception
in May 2001. He has also been a  non-executive  director of Frontline Ltd. since
November  1997.  He is currently a Partner at Appleby,  Spurling & Kempe and has
been with that firm since 1988.

     Timothy Counsell has served as a non-executive director since our inception
in May 2001.  He is a partner in the law firm of Appleby  Spurling & Kempe,  and
joined  the  firm  in  1990.  He is  currently  an  alternate  director  of Bona
Shipholding Ltd.

     Sveinung   Stohle  has  served  as  our  executive   vice   president  with
responsibility  for strategy and  commercial  activities  since August 2001.  He
formerly  served as general  manager for Nigeria  LNG's  marketing  and shipping
division  since 1997.  He has  extensive  LNG  experience  and had held  various
management  positions in upstream and downstream  affiliates of the TotalFinaElf
Group since 1984.

     Graeme McDonald is chairman of Golar Management and Technical Director.  He
was  previously  general  manager of the fleet,  a position he held with Osprey,
since 1998. He has worked in the shipping  industry  since 1973 and held various
positions with Royal Dutch Shell  companies,  including  manager of LNG shipping
services at Shell International Trading and Shipping Company Ltd. and manager of
LNG marine operations at Shell Japan Ltd.

     Graham J. Griffiths joined us in October 2001 and is general manager of the
fleet. He has over 30 years  experience in the shipping  industry,  including 20
years sea-going experience. Prior to joining us he was a technical manager for V
Ships  Singapore  and has held various  positions in V Ships since 1986.  He has
extensive  experience in  newbuilding  projects and day to day management of oil
tankers, chemical/product tankers, gas carriers and dry bulk vessels.


                                       54
<PAGE>

     Kate Blankenship has served as our secretary and chief  accounting  officer
since our inception in May 2001. She has been the chief  accounting  officer and
secretary of Frontline Ltd since 1994 and of  Knightsbridge  Tankers since 2000.
Prior to 1994,  she was a manager  with KPMG Peat  Marwick in Bermuda.  She is a
member of the Institute of Chartered Accountants in England and Wales.

     Graham  Robjohns has served as our group  financial  controller  since May,
2001. He was financial  controller  of Osprey  Maritime  (Europe) Ltd from March
2000 to May 2001. From 1992 to March 2000 he worked for Associated British Foods
Plc. and then Case  Technology Ltd (Case),  both  manufacturing  businesses,  in
various financial management positions and as a director of Case. Prior to 1992,
he worked  for  PricewaterhouseCoopers  (formally  Coopers &  Lybrand)  in their
corporation  tax  department.  He is a  member  of the  Institute  of  Chartered
Accountants in England and Wales.

Compensation

     We paid aggregate cash compensation to our directors and executive officers
as a group in the amount of $516,700 in 2001.  Our  directors do not receive any
benefits upon termination of their directorships.

Share ownership

     The  following  table sets forth  information  as of  September  30,  2002,
regarding  the total  amount of common  shares  owned by all of our officers and
directors on an individual basis:

     Name                   Position                               Shares
     ----                   --------                               ------

     John Fredriksen        Chairman of the Board,              28,012,000*
                              President and Director

     Kate Blankenship       Secretary, Chief Accounting              5,000
                             Officer

*    Mr.  Fredriksen does not own any of our shares  directly.  The shares shown
     next to Mr.  Fredriksen's  name are  held by  Osprey.  See  Item 7,  "Major
     Shareholders and Related Party  Transactions."  Mr.  Fredriksen  indirectly
     controls  Osprey.  World  Shipholding  Ltd.  holds  over 99  percent of the
     outstanding  stock of Osprey.  World  Shipholding  Ltd. is  wholly-owned by
     Greenwich, which is, in turn, indirectly controlled by Mr. Fredriksen.

Option Plan

     Our board of directors  adopted the Golar LNG Limited Employee Share Option
Plan  in  February  2002.  The  plan  authorizes  our  board  to  award,  at its
discretion,  options to purchase  our common  shares to  employees  of Golar LNG
Limited,  and any of its  subsidiaries,  who are contracted to work more than 20
hours per week and to any director of Golar LNG Limited or its  subsidiaries.  A
total of two million of our common shares have been reserved for issuance to our
qualifying employees.

     Under the terms of the plan,  our board may determine the exercise price of
the options,  provided  that the exercise  price per share is not lower than the
then  current  market  value.  No  option  may be  exercised  prior to the first
anniversary  of the grant of the  option  except  that the  option  will  become
immediately  exercisable if the option holder's  employment is terminated (other
than for cause) or in the event of the option holder's  death.  All options will
expire on the tenth anniversary of the option's grant or at such earlier date as
the board may from time to time  prescribe.  The Plan will  expire 10 years from
its date of adoption.

     In July 2001, our board approved the issuance of options to John Fredriksen
for the purchase of 200,000  common  shares at a price of $5.75,  and options to
Tor Olav Troim and Sveinung Stohle to purchase  100,000 common shares each at an
exercise price of $5.75.


                                       55
<PAGE>

ITEM 7. Major Shareholders and Related Party Transactions.

Major shareholders

     The  following  table sets forth  information  regarding the owners of more
than five percent of all common shares of which we are aware as of September 30,
2002. Our major shareholders have the same voting rights as all other holders of
our Common Shares.

                                                       Percentage of Outstanding
     Name                       Number of Shares             Common Shares
     ----                       ----------------             -------------

     Osprey Maritime
     Limited*                     28,012,000                    50.01

     Morgan Stanley &              6,162,770                    11.00
     Co. Inc. (as
     nominee)

     State Street Bank             2,809,300                     5.01
     and Trust Co.

* Our Common Shares held by Osprey Maritime Limited are indirectly controlled by
our Chairman, John Fredriksen, who indirectly controls Osprey.

     As at September 30, 2002, 3,641,400 of the Company's Common Shares are held
by seven holders of record in the United States.

Related party transactions

     There are no  provisions  in our  Memorandum  of  Association  or  Bye-Laws
regarding related party  transactions.  However,  our management's  policy is to
enter  into  related  party  transactions  solely  on  terms  that  are at least
equivalent to terms we would be able to obtain from unrelated third parties. The
Bermuda  Companies  Act  of  1981  provides  that  a  company,  or  one  of  its
subsidiaries,  may enter into a contract  with an officer of the company,  or an
entity in which an officer has a material interest,  if the officer notifies the
Directors  of its  interest in the  contract or proposed  contract.  The related
party transactions that we have entered into are discussed below.

     Osprey Maritime Limited.  Osprey is our largest  shareholder with 50.01 per
cent of our  outstanding  common  shares.  On May 21,  2001,  we entered  into a
purchase  agreement with Osprey in which we agreed to purchase five LNG carriers
and a 60 percent interest in a sixth LNG carrier,  one newbuilding  contract and
an option for an additional newbuilding contract.

     The purchase price paid for the LNG operations of Osprey was $525.9 million
based on an agreed gross value of the LNG carriers of $635.0  million,  plus the
amount of net book  value of all  other  non-shipping  assets  of the  companies
acquired.  The purchase price paid was net of an amount of $128.7 million, being
60 percent of the loan assumed  relating to the  financing of the Golar Mazo and
cash of $27.2 million. Additionally, the Company paid $2.5 million to Osprey for
the assignment of the newbuilding contract and options. Furthermore, immediately
prior to the sale, certain  inter-company  balances due to the companies forming
the LNG operations of Osprey from other Osprey companies totaling $450.3 million
were forgiven.


                                       56
<PAGE>

     We agreed  to  provide  services  to Osprey  for the  management  of two of
Osprey's  VLCCs.  In the seven months ended  December 2001,  management  fees of
$106,667  were charged to Osprey in relation to such services of which there was
no outstanding  balance at December 31, 2001. In addition,  at December 31, 2001
an amount of  $261,000  was due from  Osprey in  respect of costs  recharged  in
connection with the above services.

     We  believe  that the price we paid to Osprey  for its  interests,  and our
service  agreement  with the  company  was not more than the price we would have
paid to a third party in an arm's-length transaction and are under terms similar
to those that would be arranged with other parties.

     Historically the Company has been an integrated part of Osprey Maritime. As
such, the Singapore and London office  locations of Osprey have provided general
and corporate  management  services for both the Company as well as other Osprey
entities and operations.  As described in Note 2, management has allocated costs
related to these  operations  based on the number of  vessels  managed.  Amounts
allocated  to  the  Company  and  included  within  vessel  operating  expenses,
administrative expenses and depreciation expense were $3,227,000, $9,662,000 and
$9,449,000, for the years ended December 31, 2001, 2000 and 1999, respectively.

     Seatankers  Management Company.  Seatankers is indirectly controlled by our
chairman, John Fredriksen.  On May 28, 2001, the Company entered into a purchase
agreement  with  Seatankers to purchase its one  newbuilding  contract for a LNG
carrier  and  options to build three new LNG  carriers.  The  Company  paid $2.5
million  to  Seatankers  for the  assignment  of the  newbuilding  contract  and
options.  We believe that the price we paid to Seatankers for the assignment was
not more than the price we would have paid to a third  party in an  arm's-length
transaction.

     In the year ended December 31, 2001 and the six months ended June 30, 2002,
Seatankers has provided insurance administration services to the Company. In the
year ended December 31, 2001 and the six months ended June 30, 2002,  management
fees to Seatankers of $10,000 and $10,000,  respectively,  have been incurred by
Golar  and as at each of  December  31,  2001 and June 30,  2002,  an  amount of
$10,000 was due to Seatankers in respect of these fees incurred.

     Frontline  Management  (Bermuda).  Frontline  Management is a subsidiary of
Frontline Ltd., a publicly listed company,  and is indirectly  controlled by our
chairman,  John  Fredriksen.  With effect from June 1, 2001,  we entered into an
agreement with Frontline Management (Bermuda) Ltd. for administrative  services.
Under the management  agreement,  Frontline  Management  provides  budgetary and
accounting support services,  maintains our corporate records,  technical vessel
supervision   services,   ensures  our  compliance   with  applicable  laws  and
requirements and assists us with corporate finance matters.

     In the year ended  December  31,  2001,  and the six months  ended June 30,
2002,  we have incurred  management  fees to Frontline of $258,962 and $177,750,
respectively.  As at December 31, 2001 and June 30, 2002,  an amount of $547,966
and $92,000 was due to Frontline in respect of these  management  fees and costs
incurred.

     We believe that the  compensation  we pay to Frontline  Management  for its
administrative and management  services is not more than the price we would have
paid to third parties in an arm's-length transaction and are under terms similar
to those that would be arranged with other parties.

     Greenwich Holdings Limited ("Greenwich") - Newbuilding credit facilities

     Greenwich  is  indirectly  controlled  by our  chairman,  John  Fredriksen.
Greenwich   entered  into  two  loan  agreements  with  Nordea  (formerly  named
Christiania  Bank og  Kreditkasse  ASA) and Den norske  Bank ASA, as lenders and
Nordea,  as facility  agent and  security  agent,  pursuant to which the lenders
agreed to lend  Greenwich an aggregate  amount of  approximately  $85.3 million.
Pursuant to two separate promissory notes,  Greenwich has on-loaned the proceeds
of its credit facilities with Nordea and Den norske Bank ASA to us. The proceeds
of  these  loans  were  used  to  finance  installments  under  our  newbuilding
contracts. Of this amount $52.6 million in relation to hull number 2215 has been
repaid as discussed below. In addition a further $16.3 million has been advanced
to us as part of an  addendum  to the loan in respect of hull  numbers  2220 and
1460, again as discussed below.

     Hull No. 2215

     Pursuant to a loan  agreement  dated August 2, 2001 between  Greenwich,  as
borrower,  Nordea and Den norske Bank ASA,  as lenders and Nordea as agent,  the
lenders  agreed to lend to  Greenwich up to $32.6  million.  The loan is for the
purpose of  assisting  Greenwich  in  financing  the  payment by us of the first
installment  of $32.6  million  (20 percent of the  contract  price) due under a
shipbuilding  contract,  dated May 2, 2001, between Osprey, as buyer, and Daewoo
Shipbuilding  & Marine  Engineering  Co.,  Ltd.,  as builder,  providing for the
construction of one 138,000 cmb LNG carrier,  hull number 2215.  Osprey assigned
its interest in that shipbuilding contract to us. The loan accrued interest at a
rate equal to the sum of LIBOR plus 1.5  percent per annum and was to mature 364
days after the  drawdown  date of the loan,  which was  August 6, 2001.  We paid
directly to the lenders a non-refundable  arrangement fee of $169,000 in respect
of this loan.


                                       57
<PAGE>

     Pursuant to a promissory note dated August 7, 2001, Greenwich on-loaned the
proceeds of the loan to us at an interest  rate equal to LIBOR plus 2.5 percent.
This loan was to mature 360 days after the date of the  promissory  note.  Under
the loan  agreement  and the  guarantee  to the  lenders,  we  subordinated  our
obligation  to repay the loan made by  Greenwich  to us to our  obligations  and
those of Greenwich to the lenders. A subsidiary of Golar guaranteed the loan and
secured it with an assignment of the shipbuilding  contract,  the related refund
guarantee  issued by the  Korea  Export  and  Import  Bank,  and a pledge of our
shipowning  subsidiaries' bank accounts.  No consideration was paid by Greenwich
for the provision of the guarantee.

     On September 24, 2001,  Greenwich  borrowed an additional  $20 million from
Nordea and Den norske Bank ASA  pursuant to an  amendment  to the August 2, 2001
loan. This loan was under the same terms but for a period of six months. We paid
directly to the lenders a  non-refundable  arrangement fee of $78,000 in respect
of this loan.

     Pursuant  to an  addendum  to the  promissory  note  dated  August 7, 2001,
Greenwich  on-loaned the proceeds of the loan to us at an interest rate equal to
LIBOR plus 2.5  percent.  This loan was to mature 182 days after the date of the
promissory  note.  The proceeds of this loan from  Greenwich was used to pay the
second  installment  due under the  newbuilding  contract  for hull number 2215.
Under the loan  agreement  and the  guarantee  we have as for the  initial  loan
subordinated  our  obligation  to repay the loan made by  Greenwich to us to our
obligations and those of Greenwich to the lenders.  No consideration was paid by
Greenwich for the provision of the guarantee.

     In December 2001 the Company  signed a loan  agreement with Lloyds TSB Bank
Plc for the purpose of financing part of the building of newbuilding hull number
2215 for an amount up to $180  million to include  ship yard costs,  capitalized
interest and building  supervision  charges. In March 2002 the Company drew down
$66.8 million on this loan facility and $52.6 million was used to re-pay the two
loans from Greenwich.

     Hulls No. 1460, 2220 and 1444

     Pursuant to a loan agreement dated August 20, 2001, between  Greenwich,  as
borrower, Nordea and Den norske Bank ASA, as lenders and Den norske Bank ASA, as
facility agent and security agent,  the lenders have agreed to lend to Greenwich
up to $32.7  million.  This loan was for the purpose of  assisting  Greenwich in
financing the payment by us of the first  installment of each of two newbuilding
contracts,  representing  10 percent of the total contract price of each vessel.
The initial  installment under the first contract,  dated July 31, 2001, between
our wholly owned subsidiary Golar LNG 2220 Corporation and Daewoo Shipbuilding &
Marine Engineering Co., Ltd., as builder,  providing for the construction of one
138,000 cmb LNG carrier  hull number 2220,  was in the amount of $16.2  million.
The initial  installment under the second contract dated July 24, 2001,  between
our  wholly  owned  subsidiary  Golar LNG 1460  Corporation  and  Hyundai  Heavy
Industries Co. Ltd., as builder,  providing for the  construction of one 140,000
cmb LNG carrier hull number 1460, was in the amount of $16.5  million.  The loan
accrues  interest at a rate equal to the sum of LIBOR plus 1.5 percent per annum
and matures 364 days after the drawdown  date of the loan,  which was  September
25, 2001 and August 21, 2001,  respectively.  We paid  directly to the lenders a
non-refundable arrangement fee of $169,000 in respect of this loan.

                                       58
<PAGE>

     Pursuant to a promissory note dated August 21, 2001 in respect of Golar LNG
1460  Corporation  Greenwich  on-loaned  the  proceeds of the loan in the amount
$16.5  million to finance  the  initial  installment  due under our  newbuilding
contract.  The loan  accrues  interest at a rate equal to LIBOR plus 2.5 percent
and  matures  360 days  after the date of the  promissory  note.  Pursuant  to a
promissory  note  dated  September  25,  2001  in  respect  of  Golar  LNG  2220
Corporation Greenwich has on-loaned the proceeds of the loan in the amount $16.2
million to finance the initial  installment due under our newbuilding  contract.
The loan accrues  interest at a rate equal to LIBOR plus 2.5 percent and matures
360 days after the date of the  promissory  note. In connection  with this,  two
subsidiaries of Golar have guaranteed the loan and have secured the loan with an
assignment of the shipbuilding contracts and the related refund guarantee issued
by the Korea Export and Import Bank. No consideration  was paid by Greenwich for
the provision of the guarantee.

     Under  the  loan  agreement  and  the  guarantee  to the  lenders,  we have
subordinated  our  obligation  to repay the loan made by  Greenwich to us to our
obligations  and those of  Greenwich  to the  lenders.  As of December 31, 2001,
$291,000 of interest  due to Greenwich  in  connection  with the above loans was
outstanding.

     On June 11,  2002,  Greenwich  borrowed an  additional  $16.3  million from
Nordea and Den norske Bank ASA  pursuant to an  amendment to the August 20, 2001
loan.  This loan is for the purpose of  assisting  Greenwich  in  financing  the
payment by us of the second  installment  under a contract  dated May 10,  2001,
between our wholly owned subsidiary Golar LNG 1444 Corporation and Hyundai Heavy
Industries Co. Ltd., as builder,  providing for the  construction of one 137,000
cmb LNG carrier hull number 1444. Under this amendment to the loan agreement the
total  outstanding  loan accrues interest at a rate of equal to LIBOR plus 1.625
percent and from  February  20, 2003 at a rate equal to LIBOR plus 2.0  percent.
The amendment provides for the repayment date on the original $32.7 million loan
to be  extended to August 19, 2003 and for the  additional  $16.3  million to be
four months after draw down on June 11, 2002.  We paid directly to the lenders a
non-refundable arrangement fee of $323,000 in respect of this loan amendment.

     Pursuant to an  addendum  to the  promissory  note dated  August 21,  2001,
Greenwich  on-loaned the proceeds of the loan to us at an interest rate equal to
LIBOR plus 2.625 percent until  February 20, 2003 and thereafter at a rate equal
to LIBOR plus 3.0 percent. This loan was to mature four months after the date of
the promissory  note. In connection  with this, two  subsidiaries  of Golar have
guaranteed  the  loan and  have  secured  the  loan  with an  assignment  of the
shipbuilding  contracts  and the related  refund  guarantee  issued by the Korea
Export  and Import  Bank.  The  proceeds  of this loan from were used to pay the
second  installment  due under the  newbuilding  contract  for hull number 1444.
Under the loan  agreement  and the  guarantee  we have as for the  initial  loan
subordinated  our  obligation  to repay the loan made by  Greenwich to us to our
obligations and those of Greenwich to the lenders.  No consideration was paid by
Greenwich for the provision of the guarantee.

     In the six  months  ended  June  30,  2002 the  Company  paid  interest  of
$1,230,560 to Greenwich in respect of a loan finance received.  At June 30, 2002
$661,392 of the interest due to Greenwich was outstanding.


                                       59
<PAGE>

     In September 2002,  Greenwich confirmed the availability of an extension to
the loan  facility in respect of hull  numbers  1460,  2220 and 1444.  The total
amount drawn down under this facility of $49.0  million can remain  outstanding,
if required,  until December 2003.  Greenwich also confirmed the availability of
an additional $15 million  facility for the payment of newbuilding  installments
should it be required.

     Graeme McDonald

     Golar Management holds a promissory note executed by Mr. McDonald, Chairman
of Golar Management and Technical  Director,  on April 21, 1998, under which Mr.
McDonald  promises to pay to Golar Management the principal sum of (pound)20,900
in monthly  installments of (pound)317.55.  The note carries an interest rate of
three percent and an acceleration clause in the event Mr. McDonald's  employment
with us is terminated  for any reason or in the event of a default on payment by
Mr.  McDonald.  Payments  under the note commenced in May 1998 and the principal
balance as of December 31, 2001 was (pound)8,577 or approximately $12,400.


                                       60
<PAGE>

ITEM 8. Financial Information.

Consolidated Statements and Other Financial Information

     See Item 18.

Dividend Distribution Policy

     Any future  dividends  declared  will be at the  discretion of the board of
directors  and will  depend upon our  financial  condition,  earnings  and other
factors.  Our ability to declare  dividends  is also  regulated  by Bermuda law,
which  prohibits us from paying  dividends if, at the time of  distribution,  we
will not be able to pay our  liabilities  as they  fall due or the  value of our
assets is less than the sum of our  liabilities,  issued share capital and share
premium.

     In addition,  since we are a holding  company with no material assets other
than the shares of our subsidiaries through which we conduct our operations, our
ability to pay dividends  will depend on our  subsidiaries'  distributing  to us
their earnings and cash flow. Some of our loan agreements  limit or prohibit our
subsidiaries'  ability to make  distributions  to us without  the consent of our
lenders.


                                       61
<PAGE>

ITEM 9. The Offer and Listing

Listing Details and Markets

     We intend to list our Common Shares on the Nasdaq National Market under the
symbol  "GLNG".  Our common shares have traded on the Oslo Stock  Exchange since
July 12, 2001 under the symbol "GOL".  The  following  table sets forth the high
and low trading price in Norwegian Kroner for each month since July,  2001,* and
the average daily trading volume for each month:

                                             Our Common Shares
                            ---------------------------------------------------
                                        Price Per Share              Average
                            -------------------------------------     Daily
                                                                     Trading
Monthly                       High          Low        Period End     Volume
                            --------      --------     ----------   -----------
                            (in NOK)      (in NOK)      (in NOK)    (thousands)

2002
September                    44.00         35.50         42.00         22.31
August                       48.00         39.00         45.00         24.52
July                         47.00         38.00         46.00         58.32
June                         53.00         43.50         46.00         91.20
May                          55.00         50.00         51.00         68.60
April                        58.50         52.00         55.00        117.27
March                        62.00         52.50         58.50        208.84
February                     53.00         47.00         51.00        112.96
January                      52.00         43.00         49.00        146.74

2001
December                     47.00         44.50         47.00         91.18
November                     50.00         43.50         47.00        222.04
October                      45.00         37.00         42.00        106.60
September                    60.00         42.00         44.50         80.01
August                       63.00         54.00         57.00        117.94
July (since July 12)         65.00         56.00         60.00        141.47

     * On September 30, 2002, the exchange rate between the Norwegian Kroner and
the U.S. dollar was 7.4681NOK to one U.S. Dollar.

Markets

     Our common shares are currently trading on the Oslo Stock Exchange. We have
submitted  an  application  to list our  Common  Shares on the  Nasdaq  National
Market, however, we cannot assure you that our application will be granted.


                                       62
<PAGE>

ITEM 10. Additional Information

     This section  summarizes  our share capital and the material  provisions of
our Memorandum of Association and Bye-Laws,  including  rights of holders of our
shares. The description is only a summary and does not describe  everything that
our Articles of Association  and Bye-Laws  contain.  Copies of our Memorandum of
Association  and  Bye-Laws  are  filed  with  the  SEC  as an  exhibit  to  this
Registration Statement.

Share capital

     We have one class of shares,  our common  shares,  par value one dollar per
share.  There are a total of 100,000,000  authorized shares, of which 56,012,000
are issued and outstanding.

     We issued 12,000 common shares,  par value $1.00 per share to Osprey on May
10, 2001. On May 21, 2001,  we filed a  certificate  of deposit of memorandum of
increase of share capital, raising the number of our authorized common shares to
100 million.  On May 21, 2001, we issued  56,000,000 of our authorized shares in
connection with a Norwegian  placement in which we raised $280 million.  As part
of this Norwegian placement,  Osprey purchased 28 million common shares.  Osprey
paid the purchase  price for these shares of $140 million  entirely  through the
transfer of its LNG  operations to us effective May 31, 2001.  All of our common
shares are currently held through the Norwegian Central  Securities  Depository,
which is  referred to as the VPS  System.  The VPS System is Norway's  paperless
centralized  securities registry. As of May 21, 2002, we had 335 shareholders of
record.

     We reserved  2,000,000  shares of our  authorized  but unissued  shares for
stock options awards to directors and certain key personnel.  In July, 2001, the
board awarded options to purchase  200,000 common shares at an exercise price of
$5.75 per share to our  chairman,  John  Fredriksen,  and  options  to  purchase
100,000  common  shares  at an  exercise  price of $5.75  per  share to our vice
president and director,  Tor Olav Tr0im,  and to our executive  vice  president,
Sveinung Stohle.

Memorandum of Association and Bye-Laws

     Our Memorandum of Association and Bye-laws.  The object of our business, as
stated in Section  six of our  Memorandum  of  Association,  is to engage in any
lawful act or activity for which  companies may be organized under The Companies
Act, 1981 of Bermuda,  or the Companies  Act,  other than to issue  insurance or
re-insurance,  to act as a technical advisor to any other enterprise or business
or to carry on the business of a mutual fund. Our Memorandum of Association  and
Bye-laws  do  not  impose  any  limitations  on  the  ownership  rights  of  our
shareholders.

     Under our Bye-laws,  annual shareholder meetings will be held in accordance
with the Companies  Act at a time and place  selected by our board of directors.
The  quorum  at  any  annual  or  general  meeting  is  equal  to  one  or  more
shareholders,  either present in person or represented by proxy,  holding in the
aggregate shares carrying 33 1/3 percent of the exercisable  voting rights.  The
meetings  may be held at any  place,  in or outside  of  Bermuda,  that is not a
jurisdiction  which  applies a controlled  foreign  company tax  legislation  or
similar regime. Special meetings may be called at the discretion of the board of
directors and at the request of  shareholders  holding at least one-tenth of all
outstanding shares entitled to vote at a meeting.  Annual  shareholder  meetings
and special  meetings  must be called by not less than seven days' prior written
notice specifying the place, day and time of the meeting. The board of directors
may fix any date as the record date for determining those shareholders  eligible
to receive notice of and to vote at the meeting.

     Directors. Our directors are elected by a majority of the votes cast by the
shareholders in general meeting. The quorum necessary for the transaction of the
business  of the board of  directors  may be fixed by the  board  but  unless so
fixed,  equals  those  individuals  constituting  a  majority  of the  board  of
directors who are present in person or by proxy.  Executive  directors  serve at
the discretion of the board of directors.

     The minimum  number of directors  comprising  the Board of Directors at any
time shall be two. The Board currently comprises four directors. The minimum and
maximum  number of  directors  comprising  the Board  from time to time shall be
determined by way of an ordinary  resolution of the shareholders of the Company.
The shareholders may, at general meeting by ordinary resolution,  determine that
one or more vacancies in the board of directors be deemed casual vacancies.  The
board of directors,  so long as a quorum remains in office, shall have the power
to fill such casual  vacancies.  Each  director  will hold office until the next
annual  general  meeting or until his  successor is  appointed  or elected.  The
shareholders  may call a Special  General  Meeting for the purpose of removing a
director, provided notice is served upon the concerned director 14 days prior to
the  meeting  and he is  entitled  to be heard.  Any  vacancy  created by such a
removal  may be filled at the meeting by the  election of another  person by the
shareholders or in the absence of such election, by the board.

                                       63
<PAGE>

     Subject to the  provisions  of the  Companies  Act, a director of a company
may, notwithstanding his office, be a party to or be otherwise interested in any
transaction or arrangement with that company, and may act as director,  officer,
or employee of any party to a  transaction  in which the company is  interested.
Under our Bye-laws,  provided an interested  director declares the nature of his
or her interest  immediately  thereafter at a meeting of the board of directors,
or by writing to the  directors  as  required by the  Companies  Act, a director
shall not by reason of his office be held  accountable  for any benefit  derived
from any  outside  office or  employment.  The vote of an  interested  director,
provided he or she has complied with the provisions of the Companies Act and our
Bye-laws with regard to disclosure of his or her interest,  shall be counted for
purposes of determining the existence of a quorum.

     Dividends.  Holders of common  shares are entitled to receive  dividend and
distribution payments, pro rata based on the number of common shares held, when,
as and if declared by the board of directors, in its sole discretion. Any future
dividends  declared will be at the discretion of the board of directors and will
depend upon our financial condition, earnings and other factors.

     As a Bermuda  exempted  company,  we are subject to Bermuda law relating to
the payment of dividends. We have been advised by our Bermuda counsel,  Appleby,
Spurling & Kempe, that we may not pay any dividends if, at the time the dividend
is declared or at the time the dividend is paid,  there are  reasonable  grounds
for believing that, after giving effect to that payment;

     o    we will not be able to pay our liabilities as they fall due; or

     o    the  realizable  value of our  assets,  is less than an amount that is
          equal to the sum of our

          (a)  liabilities,

          (b)  issued share  capital,  which equals the product of the par value
               of each  common  share  and the  number  of  common  shares  then
               outstanding, and

          (c)  share premium, which equals the aggregate amount of consideration
               paid to us for such common shares in excess of their par value.

     In addition,  since we are a holding company with no material  assets,  and
conduct our operations through subsidiaries, our ability to pay any dividends to
shareholders will depend on our subsidiaries'  distributing to us their earnings
and cash flow.  Some of our loan  agreements  currently  limit or  prohibit  our
subsidiaries' ability to make distributions to us.


                                       64
<PAGE>

Material contracts

     Golar LNG Facility for LNG Asset Acquisitions

     On May 31, 2001, our  wholly-owned  subsidiary,  Golar Gas Holding Company,
entered into a loan agreement for $325 million with Nordea, Den norske Bank ASA,
Citibank,  N.A. and Fortis Bank  (Nederland)  N.V., under which Nordea serves as
administrative  agent and security agent. The proceeds of this loan were used to
finance part of our acquisition of the LNG operations of Osprey and Seatankers.

     The  loan  accrues  floating  interest  at a rate  per  annum  equal to the
aggregate of LIBOR,  which is the London Inter Bank Offered  Rate,  plus 1.5 per
cent  per  annum.  The  loan  has a term of six  years  and is  repayable  in 22
quarterly  installments and a final balloon payment of $147.5 million.  The loan
may be prepaid in whole or in part without premium or penalty, except for losses
and other reasonable costs and expenses incurred as a result of our prepayment.

     In  addition to a first  preferred  ship  mortgage on each of our  vessels,
except the Golar Mazo,  to the  lenders,  the loan is secured by a pledge of the
capital stock of our shipowning subsidiaries,  and an assignment of our vessels'
earnings,  insurance,  and  the  vessels'  charters  to the  lenders.  The  loan
agreement and related  documents also contain a number of restrictive  covenants
that,  subject to specified  exceptions,  limit the ability of Golar Gas Holding
Company and our shipowning subsidiaries' to among other things:

          o    merge  into  or  consolidate  with  another  entity  or  sell  or
               otherwise dispose of all or substantially all of their assets;

          o    make or pay equity distributions;

          o    incur additional indebtedness;

          o    incur  or  make  any  capital  expenditure,  other  than  capital
               expenditures for vessel upgrades required by our charterers;

          o    materially  amend,  or  terminate,  any  of our  current  charter
               contracts or management agreements; and

          o    enter  into  any  business   other  than  owning  the  shipowning
               companies,  in the case of Golar Gas Holding Company,  and owning
               and  operating  the  ships,   in  the  case  of  the   shipowning
               subsidiaries.

     The  agreement  also  contains an event of default if, among other  things,
John Fredriksen and his affiliated  entities cease to be the beneficial or legal
owner of at least 25 percent of our common shares.

Hull No. 2215 Loan

     On  December  31,  2001,  our  wholly  owned  subsidiary,  Golar  LNG  2215
Corporation  entered into a loan agreement for $180 million with Lloyds TSB Bank
Plc. The proceeds of this loan are to be used to finance 100 percent of the cost
of one of our  newbuilding,  hull number  2215.  In March of 2002,  we drew down
$99.2 million on the facility for the purpose of financing the third installment
on our new building contract and to repay amounts borrowed from Greenwich to pay
for the first two  installments  on this  newbuild.  In June 2002 we drew down a
further $32.7 million for the purpose of financing  the fourth  installment  and
associated interest and commitment costs. The loan currently accrues interest at
the rate of LIBOR  plus  1.45  percent  until  delivery  and 1.15  percent  from
delivery.  The  loan is  repayable  in  144-monthly  installments,  with a final
balloon  payment of  approximately  $118  million.  The loan is secured by first
preferred  ship  mortgage on hull number 2215,  as well as an  assignment of the
vessel's earnings, insurance and charter rights.


                                       65
<PAGE>

Second Priority Loan Facility

     On  October  11,  2002,  our wholly  owned  subsidiary,  Golar Gas  Holding
Company, Inc. entered into a loan agreement for an amount up to $60 million with
certain of the lenders  under the Golar LNG  Facility,  being  Nordea Bank Norge
ASA, Den norske Bank ASA and Fortis Bank  (Nederland)  N.V. The proceeds of this
loan are to be used to assist in the financing of our newbuilding installments.

     The  loan  accrues  floating  interest  at a rate  per  annum  equal to the
aggregate of LIBOR,  which is the London Inter Bank Offered  Rate,  plus 2.0 per
cent per annum,  increasing by 0.25 percent per annum on 30 November 2004 and 30
November  2005.  The loan  has a term of four  years  and  eight  months  and is
repayable  in 15 quarterly  installments  of $4 million  commencing  in November
2003.  The loan may be prepaid in whole or in part  without  premium or penalty,
except for losses and other reasonable  costs and expenses  incurred as a result
of our prepayment.

     In addition to a second  preferred  ship  mortgage on each of our  vessels,
except the Golar Mazo, to the lenders,  the loan is secured by a second priority
pledge  of the  capital  stock of our  shipowning  subsidiaries,  and an  second
priority  assignment  of our  vessels'  earnings,  insurance,  and the  vessels'
charters to the lenders. The loan agreement and related documents also contain a
number of restrictive  covenants that are consistent with those in the Golar LNG
Facility.

Taxation

     The following  discussion  is a summary of the material tax  considerations
relevant  to us and an  investment  decision  by a U.S.  holder  and a  non-U.S.
holder,  as defined below,  with respect to our common shares.  This  discussion
does not purport to deal with the tax  consequences  of owning  common shares to
all categories of investors, some of which, such as dealers in securities,  U.S.
holders  who own 10  percent or more of our voting  shares and  investors  whose
functional  currency is not the U.S.  dollar,  may be subject to special  rules.
U.S.  holders  and  non-U.S.  holders  should  consult  their  own tax  advisors
concerning  the  overall  tax  consequences  arising  in  their  own  particular
situation under U.S.  federal,  state,  local or foreign law of the ownership of
common shares.

Bermuda Tax Considerations

     The following are the material  Bermuda tax  consequences of our activities
to us and to shareholders  owning common shares. We are incorporated in Bermuda.
Under current Bermuda law, we are not subject to tax on income or capital gains,
and no Bermuda  withholding tax will be imposed upon payments of dividends by us
to our  shareholders.  No Bermuda tax is imposed on shareholders with respect to
the sale or exchange of common  shares.  Furthermore,  we have received from the
Minister of Finance of Bermuda under the Exempted Undertaking Tax Protection Act
of 1966, as amended,  an  undertaking  that, if Bermuda  enacts any  legislation
imposing any tax computed on profits or income or computed on any capital asset,
gain or appreciation, or any tax in the nature of an estate, duty or inheritance
tax,  the  imposition  of such tax will  not be  applicable  to us or any of our
operations or to our common shares  obligations until March 2016. As an exempted
company,  we are liable to pay to the Bermuda government an annual  registration
fee calculated on a sliding-scale  basis by reference to our assessable capital,
that is, our authorized capital plus any share premium.

U.S. Federal Income Tax Considerations

     The following are the material U.S.  federal income tax  consequences to us
and to U.S. holders and non-U.S.  holders,  as defined below,  regarding (1) our
operations  and the operations of our vessel  holding  subsidiaries  and (2) the
acquisition,  ownership  and  disposition  of our common  shares.  The following
discussion of U.S.  federal income tax matters is based on the Internal  Revenue
Code of 1986,  as amended,  or the "Code",  judicial  decisions,  administrative
pronouncements,   and   existing  and  proposed   regulations   (or   reproposed
regulations)  issued by the U.S.  Department of the  Treasury,  all of which are
subject to change, possibly with retroactive effect. In addition, the discussion
is based,  in part, on the  description  of our business as described  above and
assumes that we conduct our business as so described.


                                       66
<PAGE>

United States Taxation of Our Company

     Taxation of Operating Income: In General

     We anticipate  that  substantially  all of our gross income will be derived
from the use and  operation of vessels in  international  commerce and that this
income will principally  consist of freights from the transportation of cargoes,
hire or lease  from time or voyage  charters  and the  performance  of  services
directly related thereto, which we refer to as "shipping income".  Unless exempt
from U.S.  taxation  under  Section 883 of the Code,  we will be subject to U.S.
federal  income  taxation,  in the  manner  discussed  below,  to the extent our
shipping income is derived from sources within the United States.

     Shipping income that is attributable to transportation that begins or ends,
but that does not both begin and end, in the United States will be considered to
be 50 percent  derived from sources  within the United States.  Shipping  income
attributable  to  transportation  that both begins and ends in the United States
will be  considered  to be 100 percent  derived from  sources  within the United
States. We do not engage in  transportation  that gives rise to 100 percent U.S.
source income.

     Shipping income attributable to transportation exclusively between non-U.S.
ports will be  considered  to be 100 percent  derived from  sources  outside the
United States.  Shipping  income derived from sources  outside the United States
will not be subject to U.S. federal income tax.

     Based  upon  our  anticipated  shipping  operations,  our  vessels  will be
operated in various parts of the world, including to or from U.S. ports. For the
three calendar years 1999, 2000, and 2001 the U.S. source income that we derived
from  our  vessels  trading  to  U.S.  ports  was  $4,374,678,   $736,470,   and
$12,200,000,  respectively,  and the potential U.S. federal income tax liability
resulting from this income,  in the absence of our  qualification  for exemption
from taxation under Section 883, as described  below,  would have been $174,987,
$29,458, and $487,000, respectively.

Application of Code Section 883

     Under Section 883 of the Code, we will be exempt from U.S.  taxation on our
U.S. source shipping income, if both of the following conditions are met:

     o    we are  organized  in a qualified  foreign  country  which is one that
          grants an equivalent  exemption from tax to corporations  organized in
          the  United  States  in  respect  of the  shipping  income  for  which
          exemption  is  being  claimed  under  Section  883  ("the  country  of
          organization requirement"); and

     o    more than 50  percent  of the value of our stock is  treated as owned,
          directly or indirectly,  by individuals (qualified  shareholders") who
          are  "residents"  of  qualified   foreign  countries  (the  "ownership
          requirement").

     The U.S.  Treasury  Department has  recognized (i) Bermuda,  our country of
incorporation,   and  (ii)  the  country  of   incorporation   of  each  of  our
subsidiaries,  as a qualified foreign country. Accordingly, we expect to satisfy
the country of organization requirement.

     In respect of the  ownership  requirement,  Section 883  provides a special
publicly-traded  rule which  exempts us from  having to  satisfy  the  ownership
requirement if our shares are  considered to be "primarily and regularly  traded
on an established  securities  market"  located in our country of  organization,
Bermuda, in another qualified foreign country or in the United States,  which we
refer to as the "publicly-traded test".


                                       67
<PAGE>

     Proposed regulations  interpreting Section 883 were promulgated by the U.S.
Treasury  Department  on  February  8, 2000.  These  proposed  regulations  were
withdrawn and replaced in their entirety by reproposed regulations  interpreting
Section 883 promulgated by the U.S.  Treasury  Department on August 1, 2002. The
reproposed regulations will apply to taxable years beginning thirty days or more
after the date the reproposed  regulations are published as final regulations in
the Federal  Register.  As a result,  such regulations will not be effective for
the current  calendar year 2002. A public hearing on the reproposed  regulations
has been  scheduled by the U.S.  Treasury  Department  for November 12, 2002. At
this time, it is unclear when the reproposed  regulations  will be finalized and
whether they will be finalized in their present form.

     The reproposed  regulations  provide,  in pertinent  part,  that stock of a
foreign   corporation  will  be  considered  to  be  "primarily  traded"  on  an
established securities market if the number of shares that are traded during any
taxable year on that market exceeds the number of shares traded during that year
on any other established securities market.

     At present,  the sole class of shares that is issued and outstanding is our
common shares, and our common shares are listed only on the Oslo Stock Exchange,
which is an established  securities market in Norway. Norway has been recognized
by the U.S. Treasury Department as a qualified foreign country.  Upon completion
of this listing of our common shares, we expect that our common shares will also
be listed on the Nasdaq  National  Market,  which is an  established  securities
market in the United States.  For the taxable year ending December 31, 2001, the
aggregate  number of common  shares  that is traded on the Oslo  Stock  Exchange
exceeded  the  aggregate  number  of  shares  traded  on any  other  established
securities market.

     The  reproposed  regulations  further  provide that stock will generally be
considered to be "regularly traded" on a securities market if:

     o    stock  representing  more than 50 percent of the issuer's  outstanding
          shares, by voting power and value, is listed on such market,  known as
          the 50 percent listing threshold;

     o    stock is traded on such market,  other than in de minimis  quantities,
          on at least 60 days during the taxable  year,  or 1/6 of the days in a
          short taxable year, known as the trading frequency threshold; and

     o    the  aggregate  number of shares of stock  traded on such market is at
          least ten percent of the average number of shares  outstanding  during
          such year, or as appropriately adjusted in the case of a short taxable
          year, known as the trading volume threshold.

     We  currently  satisfy the 50 percent  listing  threshold in respect of our
common shares listed on the Oslo Stock  Exchange and we will also satisfy the 50
percent  listing  threshold in respect of our common shares listed on the Nasdaq
National Market upon completion of this listing.

     Our  shares are  currently  traded on the Oslo  Stock  Exchange  on a level
sufficient to satisfy the trading frequency and trading volume  thresholds.  The
reproposed  regulations  provide that the trading  frequency  threshold  and the
trading  volume  threshold  will be  deemed  satisfied  if stock is traded on an
established  securities  market in the United  States and the stock is regularly
quoted  by  dealers  making a  market  in the  stock  ("U.S.  securities  market
exception").  We expect that our common  shares will be regularly  quoted on the
Nasdaq  National  Market by one or more dealers that make a market in our common
shares and therefore will qualify for the U.S. securities market exception.

     Notwithstanding  the foregoing,  the  reproposed  regulations  provide,  in
pertinent part,  that stock will not be considered to be regularly  traded on an
established  securities  market for any taxable year in which 50 percent or more
of the outstanding  shares of that stock, by vote and value,  are owned,  within
the  meaning of the  regulations,  on any year by persons  who each own five per
cent or more of the value of the outstanding  shares of that stock, known as the
five  percent  override  rule.  The five percent  override  rule will not apply,
however,  if we can establish that qualified  shareholders own sufficient shares
of our stock to preclude  non-qualified  shareholders  from owning 50 percent or
more of the total  value of our  stock  for more  than  half the  number of days
during the taxable year ("five percent override exception").


                                       68
<PAGE>

     Based on our existing  shareholdings,  we would presently be subject to the
five percent  override  rule and in the absence of our being able to qualify for
the five  percent  override  exception,  we would not  qualify  for the  special
publicly-traded   rule  exempting  us  from  having  to  satisfy  the  ownership
requirement.  We believe  that our  ability to satisfy  either the five  percent
override  exception  or  the  ownership   requirement  in  accordance  with  the
reproposed  regulations as currently  drafted,  in particular  those  provisions
applicable to determining an individual  taxpayer's residence or tax home, could
be open to question.

     Until the  reproposed  regulations  are  promulgated in final form and come
into  force,  however,  we intend to take the  position  on our U.S.  tax return
filings that we satisfy the publicly traded  requirements of the statute as well
as the ownership  requirement and, therefore,  we are entitled to exemption from
U.S. federal income tax under Section 883 in respect of our U.S.-source shipping
income.

Taxation in Absence of Internal Revenue Code Section 883 Exemption

     Four percent Gross Basis Tax Regime

     To the extent the benefits of Section 883 are  unavailable  with respect to
any item of U.S. source income,  our U.S.-source  shipping income, to the extent
not considered to be "effectively connected" with the conduct of a U.S. trade or
business as discussed  below,  would be subject to a four percent tax imposed by
Code Section 887 on a gross basis,  without benefit of deductions.  As discussed
above, we expect that  substantially  less than half of our shipping income will
involve the  transportation  of cargoes to or from United  States  ports.  In no
event  would  the  maximum  effective  rate of U.S.  federal  income  tax on our
shipping income exceed two percent.

     Net Basis and Branch Tax Regime

     To the extent the benefits of the Section 883 exemption are unavailable and
our U.S. source shipping income is considered to be "effectively connected" with
the  conduct  of a  U.S.  trade  or  business,  as  described  below,  any  such
"effectively   connected"  U.S.  source  shipping  income,   net  of  applicable
deductions,  would be subject to the U.S. federal corporate income tax currently
imposed at rates of up to 35 percent.  In addition,  we may be subject to the 30
percent  "branch-level"  taxes (or such lesser tax as provided by an  applicable
income tax treaty) on earnings  effectively  connected  with the conduct of such
trade or business, as determined after allowance for certain adjustments, and on
certain  interest paid or deemed paid  attributable to the conduct of their U.S.
trade or business.

     Our U.S. source shipping income will be considered  "effectively connected"
with the conduct of a U.S. trade or business only if:

     o    we have,  or are  considered to have, a fixed place of business in the
          United States involved in the earning of shipping income; and

     o    substantially  all of our U.S.  source shipping income is attributable
          to  regularly  scheduled  transportation,  such as the  operation of a
          vessel that follows a published  schedule  with  repeated  sailings at
          regular  intervals  between the same points for voyages  that begin or
          end in the United States.

     We do not intend to have,  or permit  circumstances  that  would  result in
having,  any of our  vessels  operating  to the  United  States  on a  regularly
scheduled  basis or an office or other  fixed  place of  business  in the United
States involved in the earning of shipping income. Based on the foregoing and on
the expected mode of our shipping  operations,  we believe that none of our U.S.
source  shipping  income will be  "effectively  connected" with the conduct of a
U.S. trade or business.

     Gain on Sale of Vessels

     To the extent any of our vessels  makes more than an  occasional  voyage to
U.S. ports, we may be considered to be engaged in the conduct of a U.S. trade or
business.  As a result, except to the extent the gain on the sale of a vessel is
incidental to our shipping income,  any U.S. source gain on the sale of a vessel
may be partly or wholly  subject  to U.S.  federal  income  tax as  "effectively
connected" income  (determined under rules different from those discussed above)
under the net basis and branch tax regime described above. However, we intend to
structure  sales of our vessels in such a manner,  including  effecting the sale
and  delivery of vessels  outside of the United  States,  as to not give rise to
U.S. source gain.


                                       69
<PAGE>

U.S. Taxation of U.S. Holders

     The term U.S. holder means a beneficial  owner of our common shares that is
a U.S. citizen or resident,  U.S.  corporation or other U.S. entity taxable as a
corporation,  an estate,  the income of which is subject to U.S.  federal income
taxation regardless of its source, or a trust if a court within the U.S. is able
to exercise primary jurisdiction over the administration of the trust and one or
more U.S. persons have the authority to control all substantial decisions of the
trust and owns our common shares as a capital asset,  generally,  for investment
purposes.

     If a partnership  holds our common  shares,  the tax treatment of a partner
will generally  depend upon the status of the partner and upon the activities of
the  partnership.  If you are a partner  in a  partnership  holding  our  common
shares, you should consult your tax advisor.

Distributions

     Any  distributions  made by us with respect to our common  shares to a U.S.
holder will generally constitute  dividends,  taxable as ordinary income, to the
extent of our current or accumulated  earnings and profits,  as determined under
U.S. federal income tax principles.  Distributions in excess of our earnings and
profits will be treated first as a  non-taxable  return of capital to the extent
of the U.S. holder's tax basis in his common shares on a dollar for dollar basis
and  thereafter as capital  gain.  Because we are not a U.S.  corporation,  U.S.
holders that are corporations will not be entitled to claim a dividends received
deduction with respect to any distributions they receive from us. Dividends paid
with respect to our common shares will generally be treated as "passive  income"
or, in the case of certain types of U.S. holders,  "financial  services income",
for purposes of  computing  allowable  foreign tax credits for U.S.  foreign tax
credit purposes.

Sale, Exchange or other Disposition of Our Common Shares

     Subject to the discussion below under "Passive Foreign Investment Company,"
a U.S.  holder  generally  will  recognize  taxable  gain or  loss  upon a sale,
exchange or other  disposition  of our common  shares in an amount  equal to the
difference  between  the  amount  realized  by the U.S.  holder  from such sale,
exchange  or other  disposition  and the U.S.  holder's  tax basis in the common
shares.  Such gain or loss will be treated as long-term  capital gain or loss if
the U.S.  holder's  holding  period is greater  than one year at the time of the
sale, exchange or other disposition. Such capital gain or loss will generally be
treated as  U.S.-source  income or loss,  as  applicable,  for U.S.  foreign tax
credit purposes.  A U.S. holder's ability to deduct capital losses is subject to
certain limitations.

Anti-Deferral Regimes

     Notwithstanding  the above rules regarding  distributions and dispositions,
special  rules may  apply to some U.S.  holders  (or to the  direct or  indirect
beneficial owners of some non-U.S. holders) if one or more anti-deferral regimes
discussed  below are  applicable.  The rules regarding each of these regimes are
complex,  and U.S. holders should consult their tax advisers with respect to the
applicability and impact of these regimes to their ownership of our shares.

     Passive Foreign Investment Company We will be a "passive foreign investment
company" if either:

     o    75 percent or more of our gross income  (including the gross income of
          any subsidiary of which we own, directly or indirectly,  25 percent or
          more of the value of its stock) in a taxable  year is passive  income;
          or

     o    at least  50  percent  of our  assets  (including  the  assets  of any
          subsidiary)  in a taxable year  (averaged  over the year and generally
          determined  based  upon  value)  are held for the  production  of,  or
          produce, passive income.

     To date, our  subsidiaries and we have derived most of our income from time
and voyage  charters,  and we expect to continue to do so. This income should be
treated as  services  income,  which is not passive  income for passive  foreign
investment  company  purposes.  However,  passive  income would include  amounts
derived by reason of the temporary investment of funds raised in an offering and
amounts derived through spot trading of LNG for our own account.


                                       70
<PAGE>

     On the basis of the above,  we believe that we are not  currently a passive
foreign  investment company and do not expect to be a passive foreign investment
company in the foreseeable future.  However,  because there are uncertainties in
the  application  of the passive  foreign  investment  company rules  (including
whether the Internal Revenue Service disagrees with the conclusion that time and
voyage  charters do not give rise to passive  income for purposes of the passive
foreign investment company income test), and because it is an annual test, there
can be no assurance that we will not become a passive foreign investment company
in any year.

     If we  become a passive  foreign  investment  company  (and  regardless  of
whether we remain a passive foreign investment company), each U.S. holder who is
treated as owning our  shares  during any period in which we are so  classified,
for purposes of the passive foreign  investment company rules would be liable to
pay tax, at the then  highest  prevailing  income tax rates on ordinary  income,
plus interest,  upon certain excess  distributions  and upon  disposition of our
shares  including,  under certain  circumstances,  a disposition  pursuant to an
otherwise  tax  free  reorganization,  as if the  distribution  or gain had been
recognized  ratably over the U.S.  holder's entire holding period of our shares.
An excess  distribution  generally  includes  dividends  or other  distributions
received from a passive foreign investment company in any taxable year of a U.S.
holder to the extent that the amount of those distributions  exceeds 125 percent
of the average  distributions  made by the passive  foreign  investment  company
during a specified base period. The tax at ordinary rates and interest would not
be imposed if the U.S.  holder  makes a  mark-to-market  election,  as discussed
below.  Further,  a U.S.  holder that acquires our shares from a decedent (other
than certain  non-resident  aliens) whose holding period for the shares includes
time when we were a  passive  foreign  investment  company  would be denied  the
normally  available  step-up of income  tax basis for the shares to fair  market
value at the date of death and  instead  would  have a tax basis  limited to the
lower of fair market value of the shares or decedent's tax basis.

     In some circumstances, a U.S. holder may avoid the unfavorable consequences
of the passive foreign  investment  company rules by making a qualified electing
fund election with respect to us. A qualified electing fund election effectively
would require an electing U.S. holder to include in income its pro rata share of
our ordinary earnings and net capital gain. However, a U.S. holder cannot make a
qualified  electing  fund  election  with  respect  to us unless we comply  with
certain  reporting  requirements  and we do not intend to provide  the  required
information. If we become a passive foreign investment company and, provided our
shares are regularly traded on a "qualified exchange",  a U.S. holder may make a
mark-to-market election. A "qualified exchange" includes a foreign exchange that
is  regulated by a  governmental  authority in which the exchange is located and
with respect to which certain other  requirements  are met. The Internal Revenue
Service has not yet identified  specific foreign  exchanges that are "qualified"
for this purpose. The Nasdaq National Market, on which our common shares will be
traded, is a qualified exchange for U.S. federal income tax purposes.  Under the
election,  any excess of the fair market value of the shares at the close of any
tax year over the U.S.  holder's adjusted basis in the shares is included in the
U.S. holder's income as ordinary income. In addition, the excess, if any, of the
U.S.  holder's  adjusted basis at the close of any taxable year over fair market
value is deductible in an amount equal to the lesser of the amount of the excess
or the net  mark-to-market  gains on the shares that the U.S. holder included in
income in previous years. If a U.S. holder makes a mark-to-market election after
the beginning of its holding period, the U.S. holder does not avoid the interest
charge rule  discussed  above with respect to the  inclusion of ordinary  income
attributable to periods before the election.

     Foreign Personal Holding Company

     We will be a foreign personal  holding  company,  for United States federal
income tax purposes, if both:

     o    five or fewer  individuals who are United States citizens or residents
          own or are deemed to own (under  applicable  attribution  rules)  more
          than 50 percent of all classes of our stock  measured by voting power
          or value; and

     o    we  receive at least 60 percent  (50  percent in years  other than our
          first taxable year as a foreign personal holding company) of our gross
          income (regardless of source), as specifically adjusted,  from certain
          passive sources.

     If we are classified as a foreign personal  holding  company,  a portion of
our  "undistributed  foreign person holding company income" (as defined for U.S.
federal income tax purposes) would be imputed to all of our U.S. holders who are
shareholders  on the last taxable day of our taxable year,  or, if earlier,  the
last day on which we are  classifiable as a foreign  personal  holding  company.
That  portion of our income  would be  taxable  as a  dividend,  even if no cash
dividend is actually paid. U.S. holders who dispose of their shares prior to the
date set  forth  above  would not be  subject  to a tax under  these  rules.  In
addition,  an  individual  U.S.  holder who  acquires  our common  shares from a
decedent  would be denied the step-up of tax basis of such shares to fair market
value on the  decedent's  date of death which would  otherwise be available  and
instead  would have a tax basis equal to the lower of fair  market  value or the
decedent's basis. We believe that we are not a foreign personal holding company.
However,  no  assurance  can be given  that we will  not  qualify  as a  foreign
personal holding company in the future.


                                       71
<PAGE>

U.S. Taxation of "Non-U.S. Holders"

     A  beneficial  owner of our  common  shares  that is not a U.S.  holder  is
referred in this offering as a "non-U.S. holder."

Dividends on Our Common Shares

     Non-U.S.  holders  generally will not be subject to U.S. federal income tax
or  withholding  tax on dividends  made by us with respect to our common shares,
unless the  dividends  are  effectively  connected  with the  non-U.S.  holder's
conduct  of a trade or  business  in the U.S.  or where the  non-U.S.  holder is
entitled  to the  benefits  of an  income  tax  treaty  with  respect  to  those
dividends,   the  dividends  are  attributable  to  a  permanent   establishment
maintained by the non-U.S. holder in the U.S.

Sale, Exchange or Other Disposition of Our Common Shares

     Non-U.S.  holders  generally will not be subject to U.S. federal income tax
or  withholding  tax on any gain  realized  upon  the  sale,  exchange  or other
disposition of our common shares,  unless: (i) the gain is effectively connected
with the non-U.S.  holder's  conduct of a trade or business in the U.S. or where
the  non-U.S.  holder is entitled  to the  benefits of an income tax treaty with
respect to that gain,  that gain is  attributable  to a permanent  establishment
maintained by the non-U.S. holder in the U.S.; or (ii) the non-U.S. holder is an
individual  who is present in the U.S.  for 183 days or more  during the taxable
year of disposition and other conditions are met.

     If the  non-U.S.  holder is engaged in a U.S.  trade or  business  for U.S.
federal  income tax  purposes,  the income  from our  common  shares,  including
dividends  on the common  shares and the gain from the sale,  exchange  or other
disposition of the shares that is effectively connected with the conduct of that
trade or business,  will generally be subject to regular U.S. federal income tax
in the same manner as discussed in the previous section relating to the taxation
of U.S.  holders.  In addition,  if you are a corporate  non-U.S.  holder,  your
earnings and profits that are attributable to the effectively  connected income,
which are subject to certain adjustments, may be subject to an additional branch
profits tax at a rate of 30 percent,  or at a lower rate as may be specified by
an applicable income tax treaty.

Backup Withholding and Information Reporting

     In general, dividend payments, or other taxable distributions,  made within
the U.S.  to you will be  subject  to  information  reporting  requirements  and
"backup withholding" tax if you are a non-corporate U.S. holder and you:

     o    fail to provide an accurate taxpayer identification number;

     o    are notified by the Internal  Revenue  Service that you have failed to
          report all interest or dividends  required to be shown on your federal
          income tax returns; or

     o    in certain circumstances, fail to comply with applicable certification
          requirements.

     Non-U.S.  holders  may  be  required  to  establish  their  exemption  from
information  reporting and backup  withholding by certifying their status on IRS
Form W-8BEN.

     If you sell your common shares to or through a U.S.  office or broker,  the
payment  of the  proceeds  is  subject  to  both  U.S.  backup  withholding  and
information  reporting unless you certify that you are a non-U.S.  person, under
penalties of perjury, or you otherwise establish an exemption.  If you sell your
common  shares  through a  non-U.S.  office of a  non-U.S.  broker and the sales
proceeds are paid to you outside the U.S., then information reporting and backup
withholding generally will not apply to that payment.  However, U.S. information
reporting requirements,  but not backup withholding,  will apply to a payment of
sales  proceeds,  even if that  payment is made to you outside the U.S.,  if you
sell your  common  shares  through a non-U.S.  office of a broker that is a U.S.
person or has some other contacts with the U.S.

     You  generally  may obtain a refund of any amounts  withheld  under  backup
withholding rules that exceed your income tax liability by filing a refund claim
with the U.S. Internal Revenue Service,  provided that the required  information
is furnished to the Internal Revenue Service.


                                       72
<PAGE>

Documents on display

     When the SEC declares this  Registration  Statement  effective,  we will be
subject to the  informational  requirements  of the  Securities  Exchange Act of
1934, as amended. In accordance with these requirements we will file reports and
other  information  with the SEC. These materials,  including this  registration
statement  and the  accompanying  exhibits,  may be inspected  and copied at the
public  reference  facilities  maintained by the Commission at 450 Fifth Street,
N.W.,  Room 1024,  Washington,  D.C.  20549.  You may obtain  information on the
operation of the public reference room by calling 1 (800) SEC-0330,  and you may
obtain  copies at  prescribed  rates  from the Public  Reference  Section of the
Commission at its principal office in Washington,  D.C. 20549. The SEC maintains
a website  (http://www.sec.gov)  that contains  reports,  proxy and  information
statements and other information  regarding registrants that file electronically
with the SEC.

ITEM 11. Quantitative and Qualitative Disclosures about Market Risk

     We are exposed to various market risks,  including  primarily interest rate
and foreign currency exchange risk. We do not enter into derivative  instruments
for speculative or trading purposes.  In certain  situations,  we may enter into
derivative  instruments to achieve an economic hedge of the risk exposure.  With
the adoption of FAS 133,  certain  economic  hedge  relationships  may no longer
qualify  for hedge  accounting  due to the  extensive  documentation  and strict
criteria of the new standard.

     Interest rate risk. A significant  portion of our long-term debt is subject
to adverse movements in interest rates. Our interest rate risk management policy
permits economic hedge relationships in order to reduce the risk associated with
adverse  fluctuations in interest  rates. We use interest rate caps,  floors and
swaps to manage the exposure to adverse  movements in interest  rates.  Interest
rate swaps are used to convert floating rate debt obligations to a fixed rate in
order to achieve an overall  desired  position of fixed and floating  rate debt.
Interest rate caps and floors are used in  combination  to lock in an acceptable
range of floating rates. Credit exposures are monitored on a counterparty basis,
with all new transactions subject to senior management approval.

     As of June 30, 2002, December 31, 2001 and 2000, the notional amount of the
interest rate swaps  outstanding was $189.4  million,  $194.8 million and $350.8
million,  respectively. The notional amount of the interest rate caps and floors
outstanding as of June 30, 2002, December 31, 2001 and 2000 was $zero, $zero and
$29.2 million,  respectively.  The principal of the loans outstanding as of June
30, 2002,  December  31, 2001 and 2000 was $684.8  million,  $609.6  million and
$513.9 million,  respectively. The notional amounts disclosed as of December 31,
2000  represent  the  notional  amount  after  the  carve out and push down from
Osprey.  For  disclosures  of  the  fair  value  of  the  derivatives  and  debt
obligations  outstanding  as of December  31, 2001 and 2000,  see Note 21 to the
Financial Statements.

     Foreign currency risk. Periodically,  the Company may be exposed to foreign
currency  exchange  fluctuations  as  a  result  of  expenses  paid  by  certain
subsidiaries in currencies other than U.S. dollars (primarily Sterling, Filipino
Pesos and  Pesetas).  There is a risk  that  currency  fluctuations  will have a
negative  effect on the value of the Company's cash flows.  As of June 30, 2002,
December 31, 2001, 2000 and 1999, there was no significant exposure to a foreign
currency.  We have not  entered  into  derivative  contracts  to  minimize  this
transaction risk.


                                       73
<PAGE>

ITEM 12. Description of Securities other than equity securities

     Not Applicable.

ITEM 13. Dividend Arrearages and delinquencies

     Neither  we nor any of our  subsidiaries  have been  subject  to a material
default in the payment of principal,  interest,  a sinking fund or purchase fund
installment or any other material default that was not cured within 30 days.

ITEM 14. Material Modifications to the Rights of Security Holders and use
         of proceeds

     Not Applicable.

ITEM 15. Reserved

ITEM 16. Reserved

ITEM 17. Financial statements

     Not Applicable.

ITEM 18. Financial Statements

     We  specifically  incorporate  by  reference  in  response to this item the
report of the independent  auditors,  the consolidated  financial statements and
the  notes to the  consolidated  financial  statements  appearing  on pages  F-1
through F-40.


                                       74
<PAGE>

ITEM 19. Exhibits

Number   Description of Exhibit

1.1            Memorandum of  Association of Golar LNG Limited as adopted on May
               9, 2001

1.2            Bye-Laws of Golar LNG Limited as adopted on May 10, 2001

1.3            Certificate of Incorporation as adopted on May 11, 2001

1.4            Articles of Amendment of Memorandum of  Association  of Golar LNG
               Limited  as  adopted  by  our   shareholders   on  June  1,  2001
               (increasing the Company's authorized capital)

4.1            Loan Agreement, between Golar LNG 2215 Corporation and Lloyds TSB
               Bank, Plc, dated December 31, 2001.

4.2            Loan  Agreement,  between  Golar Gas Holding  Company,  Inc.  and
               Christiania  Bank og Kreditkasse,  Den norske Bank,  Citibank and
               Fortis Bank, dated May 31, 2001

4.3            Loan Agreement,  between Faraway  Maritime  Shipping  Company and
               Bank of Taiwan dated November 26, 1997

4.4            Purchase Agreement, between Golar LNG Limited and Osprey Maritime
               Limited, dated May 21, 2001

4.5            Sale and  Purchase  Agreement,  between  Golar  LNG  Limited  and
               Seatankers Management Co. Ltd., dated May 21, 2001

4.6            Golar LNG Limited Stock Option Plan

4.7            Service Agreement between Golar LNG Limited and Graeme McDonald

4.8            Management  Agreement  between  Golar LNG Limited  and  Frontline
               Management (Bermuda) Limited, dated February 21, 2002

4.9            Loan  Agreement,  between  Golar Gas Holding  Company,  Inc.  and
               Nordea  Bank  Norge ASA as agent and Nordea  Bank Norge ASA,  Den
               norske Bank ASA and Fortis Bank  (Nederland)  N.V., dated October
               11, 2002

8.1            Golar LNG Limited Subsidiaries

10.1           Consent of Fearnley Consultants A/S

10.2           Consent of Petroleum  Economist to its use as a source in Item 4,
               Information on the Company - The LNG Industry

10.3           Consent of the International Energy Agency to its use as a source
               in Item 4, Information on the Company - The LNG Industry


                                       75
<PAGE>

                                   SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the  undersigned to sign
this registration statement on its behalf.

                                        Golar LNG Limited


                                        By: /s/     Kate Blankenship
                                            ------------------------------------
                                            Name:   Kate Blankenship
                                            Title:  Chief Accounting Officer

Date:     November 27, 2002
      ---------------------------


                                       76
<PAGE>


                                GOLAR LNG LIMITED

             INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

                                                                     Page

Report of Independent Accountants.....................................F-2

Audited Consolidated and Combined Statements of Operations
for the years ended December 31, 2001, 2000 and 1999..................F-3

Audited Consolidated and Combined Statements of Comprehensive
Income for the years ended December 31, 2001, 2000 and 1999...........F-4

Audited Consolidated and Combined Balance Sheets
as of December 31, 2001 and 2000......................................F-5

Audited Consolidated and Combined Statements of Cash Flows
for the years ended December 31, 2001, 2000 and 1999..................F-6

Audited Consolidated and Combined Statements of
Changes in Stockholders' Equity for the years
ended December 31, 2001 and 2000 .....................................F-7

Notes to Consolidated and Combined Financial Statements...............F-8

Unaudited Consolidated and Combined Statements of Operations
for the six months ended June 30, 2002 and 2001......................F-30

Unaudited Consolidated Balance Sheets as of
June 30, 2002 and December 31, 2001..................................F-31

Unaudited Consolidated and Combined Statements of Cash Flows
for the six months ended June 30, 2002 and 2001......................F-32

Notes to Unaudited Interim Consolidated
and Combined Financial Statements....................................F-33

                                      F-1
<PAGE>

Report of Independent Accountants

To the Board of Directors and Stockholders of Golar LNG Limited

In our opinion,  the  accompanying  consolidated and combined balance sheets and
the related  consolidated and combined  statements of operations,  comprehensive
income,  stockholders'  equity and cash flows  present  fairly,  in all material
respects,  the financial position of Golar LNG Limited and its subsidiaries (the
"Company")  at December 31, 2001 and 2000,  and the results of their  operations
and their cash flows for the years ended  December  31,  2001,  2000 and 1999 in
conformity with accounting principles generally accepted in the United States of
America,  on the basis described in Note 2. These  financial  statements are the
responsibility of the Company's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements in  accordance  with  auditing  standards  generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1, the Company is considering  various  funding  strategies
for its capital  commitments,  including  payments due in 2003,  under long-term
shipbuilding contracts for which it has not yet obtained full financing.

PricewaterhouseCoopers
London, United Kingdom

April 2,  2002,  except as to the  third  paragraph  in Note 1, the final  three
paragraphs in Note 14 and Note 28 (B) which are as of October 15, 2002


                                      F-2
<PAGE>


Golar LNG Limited
Consolidated and Combined  Statements of Operations for the years ended December
31, 2001, 2000 and 1999
(in thousands of $, except per share data)

<TABLE>
<CAPTION>
                                               Note           2001          2000           1999
<S>                                            <C>         <C>           <C>            <C>
Operating revenues
Time charter revenues                                      112,324       110,705         79,007
Vessel management fees                                       1,899         2,304          2,785
- --------------------------------------------- ------ -------------  ------------  -------------
Total operating revenues                                   114,223       113,009         81,792
- --------------------------------------------- ------ -------------  ------------  -------------
Operating expenses
Vessel operating expenses                                   24,537        20,973         18,249
Administrative expenses                                      8,232         7,715          7,935
Restructuring expenses                            6          1,894             -              -
Depreciation and amortization                               31,614        36,488         29,464
- --------------------------------------------- ------ -------------  ------------  -------------
Total operating expenses                                    66,277        65,176         55,648
- --------------------------------------------- ------ -------------  ------------  -------------
Operating income                                            47,946        47,833         26,144
- --------------------------------------------- ------ -------------  ------------  -------------
Financial income (expenses)
Interest income                                              3,254         2,124          3,553
Interest expense                                          (32,508)      (44,539)       (26,414)
Other financial items                             7       (12,363)       (2,405)        (4,903)
- --------------------------------------------- ------ -------------  ------------  -------------
Net financial expenses                                    (41,617)      (44,820)       (27,764)
- --------------------------------------------- ------ -------------  ------------  -------------
Income   (loss)   before  income  taxes
and minority interest                                        6,329         3,013        (1,620)
- --------------------------------------------- ------ -------------  ------------  -------------
Minority   interest   in   net   income                      1,607         3,439              -
of subsidiaries
Income taxes                                      8            356            78            237
- --------------------------------------------- ------ -------------  ------------  -------------
Net income (loss)                                            4,366         (504)        (1,857)
============================================= ======  ============= ============  =============

Earnings (loss) per share
Basic and diluted                                 9          $0.08       $(0.01)        $(0.03)
============================================= ======  ============= ============  =============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>


Golar LNG Limited
Consolidated and Combined Statements of Comprehensive Income for the years ended
December 31, 2001, 2000 and 1999
(in thousands of $)

<TABLE>
<CAPTION>
                                                                2001           2000          1999
<S>                                                           <C>            <C>           <C>
Net income (loss)                                              4,366           (504)       (1,857)

Other Comprehensive income (loss), net of tax:
  Recognition of minimum pension liability                    (1,472)        (3,598)            -
  Recognition  of transition  obligation  under FAS 133       (2,850)              -            -
  Reversal of transition obligation under FAS 133                 64               -            -
- -----------------------------------------------------       -------- -------------- -------------
Other comprehensive income (loss)                             (4,258)        (3,598)            -
=====================================================       ======== ============== =============

- -----------------------------------------------------       -------- -------------- -------------
Comprehensive income (loss)                                      108         (4,102)       (1,857)
=====================================================       ======== ============== =============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      F-4
<PAGE>


Golar LNG Limited
Consolidated and Combined Balance Sheets as of December 31, 2001 and 2000
(in thousands of $)

<TABLE>
<CAPTION>
                                                              Note          2001            2000
<S>                                                           <C>        <C>             <C>
ASSETS
Current Assets
Cash and cash equivalents                                                 57,569           5,741
Restricted cash and short-term investments                                14,163          13,091
Short term investments                                                         -          14,231
Trade accounts receivable                                     11             188             111
Other receivables, prepaid expenses and accrued income        12           2,602           3,303
Amounts due from related parties                              13             261               -
Inventories                                                                2,650           2,059
- --------------------------------------------------------- ------- --------------- ---------------
Total current assets                                                      77,433          38,536

Newbuildings                                                  14         132,856               -
Vessels and equipment, net                                    15         641,371         765,559
Deferred charges                                              16           4,177           2,856
Goodwill                                                      17               -           9,439
Other long term assets                                                       154           1,600
- --------------------------------------------------------- ------- --------------- ---------------
Total assets                                                             855,991         817,990
========================================================= ======= =============== ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt                             21          41,053          10,171
Current indebtedness due to related parties                   21          85,278          12,000
Trade accounts payable                                                     1,995           1,799
Accrued expenses                                              18           7,684           7,281
Amounts due to related parties                                             1,049               -
Other current liabilities                                     19          18,887           2,403
- --------------------------------------------------------- ------- --------------- ---------------
Total current liabilities                                                155,946          33,654
Long-term liabilities
Long-term debt                                                21         483,276         204,329
Long-term debt due to related parties                         21               -         287,400
Other long-term liabilities                                   22          16,552           9,562
- --------------------------------------------------------- ------- --------------- ---------------
Total liabilities                                                        655,774         534,945
Commitments and contingencies (See Note 27)
Minority interest                                                         25,820          26,011
Stockholders' equity                                                     174,397         257,034
- --------------------------------------------------------- ------- --------------- ---------------
Total liabilities and stockholders' equity                               855,991         817,990
========================================================= ======= =============== ===============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      F-5
<PAGE>


Golar LNG Limited
Consolidated and Combined  Statements of Cash Flows for the years ended December
31, 2001, 2000 and 1999 (in thousands of $)

<TABLE>
<CAPTION>
                                                        Note         2001          2000          1999
<S>                                                     <C>     <C>            <C>           <C>
Operating activities
Net income (loss)                                                   4,366         (504)       (1,857)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
      Depreciation and amortization                                31,680        36,488        29,464
      Amortization of deferred charges                              2,097         1,359         1,742
      Income attributable to minority interests                     1,607         3,439             -
      Drydocking expenditure                                     (10,222)       (6,694)             -
      Trade accounts receivable                                      (77)           (4)           167
      Inventories                                                   (591)           257         (351)
      Prepaid expenses and accrued income                             725           188           200
      Amount due from/to related companies                          (238)       (5,217)       (5,829)
      Trade accounts payable                                          196           274       (3,461)
      Accrued expenses                                                267       (1,116)       (2,668)
      Other current liabilities                                    12,233         1,039         1,442
- ----- ---------------------------------------------    ----- ------------ ------------- -------------
      Net cash provided by operating activities                    42,043        29,509        18,849
- ----- ---------------------------------------------    ----- ------------ ------------- -------------
Investing activities
      Cash paid for Osprey's LNG interests, net                 (530,945)             -             -
      of cash acquired
      Investment in associated company and                17            -             -      (14,176)
      subsidiary
      Additions to newbuildings                           14    (132,856)      (93,960)      (10,245)
      Additions to vessels and equipment                          (7,258)       (2,900)       (3,030)
      Restricted cash and short term investments                  (1,072)      (13,091)             -
      Purchase of short term investments                                -      (14,231)             -
      Proceeds from maturity of short term                         14,231             -             -
      investments
      Proceeds from sales of other assets                               -         1,334             -
- ----- ---------------------------------------------    ----- ------------ ------------- -------------
      Net cash used in investing activities                     (657,900)     (122,848)      (27,451)
- ----- ---------------------------------------------    ----- ------------ ------------- -------------
Financing activities
        Proceeds from long-term debt                      21      325,000        88,191         8,879
        Proceeds from short term debt due to              21       85,278             -             -
        related parties
        Repayments of long-term debt                             (15,170)             -             -
        Financing costs paid                                      (3,231)             -         (286)
        Contribution from minority shareholders                         -         8,322           770
        Proceeds from issuance of equity                          275,808             -             -
- ----- ---------------------------------------------    ----- ------------ ------------- -------------
         Net cash  provided by financing                          667,685        96,513         9,363
      activities
- ----- ---------------------------------------------    ----- ------------ ------------- -------------
Net increase in cash and cash equivalents                          51,828         3,174           761
Cash and cash equivalents at beginning of period                    5,741         2,567         1,806
Cash and cash equivalents at end of period                         57,569         5,741         2,567
===================================================    ===== ============ ============= =============
Supplemental disclosure of cash flow information:
Cash paid during the year for:
      Interest paid, net of capitalized interest                   37,811        42,662        23,080
      Income taxes paid                                               411           268            45
Non-cash investing and financing activities:
      Forgiveness   of   intercompany    payables,        13      455,890             -             -
      dividend out and return of capital
      Liabilities assumed in business combination                 214,500             -       117,430
===== =============================================    ===== ============ ============= =============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      F-6
<PAGE>


Golar LNG Limited
Consolidated and Combined Statements of Changes in Stockholders'  Equity for the
years ended December 31, 2001 and 2000
(in thousands of $, except number of shares)

<TABLE>
<CAPTION>
                               Note    Invested    Amounts   Share     Additional  Accumulated    Retained   Total
                                        Equity     due       Capital   Paid        Other          Earnings   Stockholders'
                                                   from                in          Comprehensive             Equity
                                                   Related             Capital     Income
                                                   Parties
<S>                            <C>     <C>         <C>       <C>       <C>         <C>            <C>        <C>
Combined balance at                                                                                           225,056
December 31, 1999                      1,016,792   (791,736)       -         -              -         -
Net income (loss)                          (504)           -       -         -              -         -         (504)
Change in amounts due from
parent and affiliates                          -      36,080       -         -              -         -        36,080
Other comprehensive loss                       -         -         -         -        (3,598)         -       (3,598)
- ----------------------------   ------  ----------  --------  --------  --------  - ----------    -------    ----------
Combined balance at                                                                                           257,034
December 31, 2000                      1,016,288   (755,656)       -         -        (3,598)         -

Push down of World
Shipholding Ltd. basis            23   (133,758)         -         -         -          6,384         -     (127,374)
Net loss                                 (3,210)         -         -         -              -         -       (3,210)
Change in amounts due from
parent and affiliates             13           -     299,766       -         -              -         -       299,766
Other comprehensive loss                       -                   -         -        (2,786)         -       (2,786)
- ----------------------------   ------  ----------  --------  -------   --------    ----------    -------   ----------
Combined balance at May                  879,320   (455,890)       -         -              -         -       423,430
31, 2001

Issue of ordinary shares,         24           -         -    56,012   219,796              -         -       275,808
net of issuance costs
Forgiveness of
inter-company balances,           13   (455,890)     455,890       -         -              -         -             -
dividend out and return of
capital
Purchase of the Golar LNG                                  -
businesses from Osprey
Maritime and Seatankers,               (423,430)                      (107,515)             -         -     (530,945)
Ltd, entities under common                                         -
control
Net income                                     -           -       -         -              -     7,576         7,576
Other comprehensive loss                       -           -       -         -        (1,472)         -       (1,472)
- ----------------------------   ------  ----------  --------  -------   --------    ----------    -------   ----------
Consolidated balance at                        -           -  56,012   112,281        (1,472)     7,576       174,397
December 31, 2001
============================   ======  ==========  ========  =======   ========    ===========   =======   ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      F-7
<PAGE>


Golar LNG Limited
Notes to Consolidated and Combined Financial Statements

1. GENERAL

Golar LNG Limited  (the  "Company"  or "Golar")  was  incorporated  in Hamilton,
Bermuda on May 10, 2001 for the purpose of acquiring the  liquefied  natural gas
("LNG")  shipping  interests  of  Osprey  Maritime  Limited  ("Osprey")  and  of
Seatankers Management Co. Ltd. ("Seatankers").  Osprey, through its parent World
Shipholding  Ltd.  ("World  Shipholding"),  and Seatankers,  are both indirectly
controlled by Mr. John Fredriksen.  Mr.  Fredriksen is a Director,  the Chairman
and  President of Golar.  Osprey  acquired its LNG interests in 1997 through the
acquisition of Gotaas Larsen Shipping Corporation ("Gotaas Larsen").

The  Company  owns and  operates a fleet of six  liquefied  natural  gas ("LNG")
carriers,  five of which are currently under long term charter contracts and one
of which is under a  medium-term  charter.  The Company owns five of its vessels
through  wholly owned  subsidiaries  and has a 60 per cent interest in the sixth
vessel. Additionally, the Company is building four new LNG carriers at a cost of
$658.9 million excluding financing costs.

The Company has  sufficient  facilities  to meet its  anticipated  funding needs
until August 2003.  These  facilities  include $15 million from a related  party
which can be drawn down as needed in 2003 until such time as permanent financing
has been secured. As at October 2002 additional  facilities of $316 million will
be needed to meet  commitments  under the  newbuilding  construction  program in
August 2003 and thereafter.  It is intended that these facilities will come from
a combination of debt finance,  lease arrangements for existing vessels and cash
flow from  operations.  Alternatively,  if market and economic  conditions favor
equity  financing,  the  Company  may  raise  equity  to fund a  portion  of the
construction  costs.  The Company is in advanced  negotiations  with a number of
financial institutions and others to provide sufficient facilities to meet these
construction  commitments in full as they fall due.  Accordingly,  the financial
statements have been prepared on a going concern basis of accounting.

Acquisition of Osprey by World Shipholding

In August  2000,  World  Shipholding  commenced  the  acquisition  of Osprey,  a
publicly  listed  Singapore  company with LNG  tankers,  oil tankers and product
tankers.  World  Shipholding  gained a controlling  interest of more than 50 per
cent of Osprey in November 2000. In January 2001, World  Shipholding's  interest
increased to over 90 per cent and the acquisition was completed in May 2001. The
acquisition  of Osprey by World  Shipholding  was  accounted  for as a  purchase
transaction  and the purchase  price was  therefore  allocated to the assets and
liabilities  acquired based on their fair value as of each acquisition date with
vessels being valued on the basis of independent  appraisals.  The fair value of
the net assets  acquired  exceeded the  purchase  price.  As such,  the negative
goodwill associated with the acquisition has been allocated to reduce the values
of the vessels and the new basis reflected in Golar LNG's  financial  statements
through  push down  accounting  (as  indicated  in Note 23),  which  occurred on
January 31, 2001.


                                      F-8
<PAGE>

Acquisition of LNG interests by Golar LNG Limited

On May 21, 2001, the Company  entered into purchase  agreements  with Osprey and
Seatankers to purchase its LNG shipping interests.  These LNG shipping interests
comprised  the  ownership of LNG  carriers,  a contract and options to build LNG
vessels and a management  organization that provides management services for LNG
carriers owned by the Company and third parties.  To finance the purchase of the
LNG operations,  the Company raised $280 million through the placement in Norway
of 56 million  shares at a price of $5.00 per share.  Osprey  subscribed  for 28
million shares with the remaining 28 million shares being  subscribed by private
investors.  In addition,  a  wholly-owned  subsidiary of the Company raised $325
million  through  a credit  facility  secured  by the  underlying  vessels.  The
purchase price for the LNG operations was $530.9 million as indicated below:

(in millions  of $)

Proceeds from share issuance                                 280.0
Credit facility                                              325.0
                                                           -------
                                                             605.0
Less: transaction fees and expenses                          (4.2)
Less: surplus cash available                                (69.9)
                                                           -------
Purchase price                                               530.9
Less: net assets acquired                                  (423.4)
                                                           -------
Excess of purchase price over net assets acquired            107.5
                                                           =======

The purchase price included amounts paid to Osprey and Seatankers  totaling $5.0
million for the  assignment of newbuilding  contracts and options.  The purchase
price paid was net of an amount of $128.7 million, being 60 per cent of the loan
assumed  relating to the  financing  of the Golar Mazo as  described in Note 21.
Additionally,  the Company forgave  certain  intercompany  receivables  totaling
$455.9 million.

Mr. John  Fredriksen  indirectly  controls 50.01 per cent of the Company through
the initial  12,000 shares issued at the Company's  formation and the 28 million
shares  purchased by Osprey.  As required under  generally  accepted  accounting
principles in the United  States,  the purchase of the LNG  operations  has been
treated by the Company as a transaction  between  entities under common control.
The  Company  recorded  the LNG  assets  and  liabilities  acquired  from  World
Shipholding and Seatankers at the amounts  previously  reflected in the books of
World Shipholding and Seatankers on what is known as a "predecessor  basis". The
difference  between the  purchase  price as  described  above and the net assets
recorded in the Company's books using the  predecessor  basis was reflected as a
reduction in equity in the amount of $107.5 million.

2. ACCOUNTING POLICIES

Basis of accounting

The financial  statements are prepared in accordance with accounting  principles
generally  accepted in the United States.  Investments in companies in which the
Company directly or indirectly holds more than 50 per cent of the voting control
are consolidated in the financial  statements.  All  inter-company  balances and
transactions have been eliminated. Investments in companies in which the Company
holds  between 20 per cent and 50 per cent of an  ownership  interest,  and over
which the Company exercises significant  influence,  are accounted for using the
equity method.

For the year ended December 31, 2001, the five months to May 31, 2001, have been
carved out of the financial statements of Osprey and are presented on a combined
basis.  For the seven  months  from  June 1,  2001 to  December  31,  2001,  the
financial  statements  of  Golar  as  a  separate  entity  are  presented  on  a
consolidated  basis. For the years ended December 31, 2000 and 1999 the combined
financial  statements  presented  herein have been  carved out of the  financial
statements  of Osprey.  With effect from May 31, 2001 the  predecessor  basis of
accounting  has been applied to the  acquisition  of the LNG interests of Osprey
and Seatankers as discussed above.  The financial  statements for the year ended
December 31, 2001, therefore reflect the following:

                                      F-9
<PAGE>

o    the pushdown of purchase  accounting  adjustments  with effect from January
     31, 2001 (resulting from the acquisition of Osprey by World Shipholding);

o    the application of the predecessor basis of accounting with effect from May
     31, 2001  resulting  from the Company's  acquisition of the LNG interest of
     Osprey and Seatankers; and

o    the  establishment  of a new equity and debt structure with effect from May
     31, 2001 in connection with the common control  acquisition by Golar of the
     LNG business of Osprey and the carry over of the  historic  basis from this
     date;

These events are explained further elsewhere in these Notes.

The accompanying  financial  statements include the financial  statements of the
corporations listed in Note 3.

Osprey is a shipping  company  with  activities  that  include  oil  tankers and
product carriers as well as LNG carriers.  Where Osprey's  assets,  liabilities,
revenues and expenses relate to the LNG business, these have been identified and
carved out for inclusion in these financial  statements.  Where Osprey's assets,
liabilities,  revenues and expenses  relate to one specific line of business but
not the LNG  business,  these have been  identified  and not  included  in these
financial  statements.  The  preparation of the carved out financial  statements
requires  allocation of certain assets and  liabilities and expenses where these
items are not identifiable as related to one specific  activity.  Administrative
overheads  of Osprey  that  cannot  be  related  to a  specific  vessel  type of
operations  have been allocated based on the number of vessels in Ospreys' fleet
including  its tanker  operations.  The  Osprey  group  operated  a  centralized
treasury  system  and did not  have  separate  banks  accounts  for  each of its
subsidiaries. For the LNG operations there were separate bank accounts for Golar
Mazo and for the remaining LNG activities  interest income has been allocated in
the carved out combined financial  statements based on operating cash flows, net
of debt servicing.  Management has deemed the related allocations are reasonable
to present the financial position,  results of operations, and cash flows of the
Company.  Management believes the various allocated amounts would not materially
differ  from  those  that  would  have been  achieved  had Golar  operated  on a
stand-alone basis for all periods presented. The financial position,  results of
operations and cash flows of the Company are not necessarily indicative of those
that would have been  achieved  had the Company  operated  autonomously  for all
years  presented  as  the  Company  may  have  made  different  operational  and
investment decisions as a Company independent of Osprey.

During the period of Osprey's  ownership  of the LNG  business,  overhead  costs
allocated,  as  described  above,  are derived  from costs  associated  with the
corporate headquarters in Singapore and from the London office which managed and
still does manage the operations of the business. The amount of costs, presented
as part of  administrative  expenses,  that was  allocated  from  the  Singapore
headquarters  was  $743,000,  $3,000,000  and  $1,353,000  for the  years  ended
December 31, 2001, 2000 and 1999  respectively.  In addition,  of the $1,894,000
restructuring  expenses incurred during 2001,  $1,598,000 was allocated from the
Singapore headquarters.

The preparation of financial  statements in accordance  with generally  accepted
accounting  principles  requires that  management make estimates and assumptions
affecting  the reported  amounts of assets and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those  estimates.  The financial  statements do
not purport to be indicative of either our future financial  position or results
of operations had Golar been a stand-alone entity for the periods presented.

Revenue and expense recognition

Revenues and expenses are  recognized on the accrual basis.  Revenues  generated
from time charter  hire are recorded  over the term of the charter as service is
provided. Revenues generated from management fees are also recorded ratably over
the term of the contract as service is provided.  Revenues include minimum lease
payments  under time  charters as well as the  reimbursement  of certain  vessel
operating costs.

Vessel  operating costs include an allocation of  administrative  overheads that
relate to  vessel  operating  activity  which  includes  certain  technical  and
operational  support  staff  for the  vessels,  information  technology,  legal,
accounting,  and corporate  costs.  These costs are allocated  based on internal
cost studies, which management believes are reasonable estimates.  For the years
ended December 31, 2001,  2000 and 1999,  $2,033,000,  $1,909,000 and $1,591,000
have been allocated to vessel operating costs, respectively.

Cash and cash equivalents

The Company considers all demand and time deposits and highly liquid investments
with original maturities of three months or less to be equivalent to cash.

Short term investments

The  Company  considers  all  short-term  investments  as  held to  maturity  in
accordance with Statement of Financial  Accounting Standards No. 115 "Accounting
for Certain  Investments in Debt and Equity  Securities".  These investments are
carried  at  amortized  cost.  The  Company  places its  short-term  investments
primarily  in  fixed  term   deposits   with  high  credit   quality   financial
institutions.


                                      F-10
<PAGE>

Inventories

Inventories,  which  are  comprised  principally  of  lubricating  oils and ship
spares, are stated at the lower of cost or market value. Cost is determined on a
first-in, first-out basis.

Newbuildings

The carrying  value of  newbuildings  represents  the  accumulated  costs to the
balance  sheet  date,  which  the  Company  has  had to  pay by way of  purchase
installments,  and other capital  expenditures  together with  capitalized  loan
interest. No charge for depreciation is made until the vessel is delivered.

Vessels and equipment

Vessels and equipment are stated at cost less accumulated depreciation. The cost
of vessels and equipment  less the estimated  residual value is depreciated on a
straight-line basis over the assets' remaining useful economic lives.

Included in vessels and equipment is drydocking expenditure which is capitalized
when  incurred  and  amortized  over  the  period  until  the  next  anticipated
drydocking, which is generally between two and five years. For vessels which are
newly built or acquired  and for the amounts  reflected as part of the push down
of the World  Shipholding  basis, the  consideration  paid is allocated  between
drydocking and other vessels costs to reflect the different  useful lives of the
component assets.

Useful lives applied in depreciation are as follows:

Vessels                               40 years
Deferred drydocking expenditure       two to five years
Office equipment and fittings         three to six years

Impairment of long-lived assets

Long-lived  assets  that  are  held and used by the  Company  are  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount of an asset may not be  recoverable.  In  addition,  long-lived
assets to be  disposed of are  reported at the lower of carrying  amount or fair
value less estimated costs to sell.

Deferred charges

Costs associated with long term financing,  including debt arrangement fees, are
deferred and  amortized  over the term of the  relevant  loan.  Amortization  of
deferred loan costs is included in Other Financial Items.

Goodwill

Goodwill  represents  the  excess of the  purchase  price over the fair value of
assets  acquired  in  business  acquisitions  accounted  for under the  purchase
method.  Goodwill is  presented  net of  accumulated  amortization  and is being
amortized on a straight-line basis over a period of approximately 20 years.

Derivatives

The Company  enters into  interest rate swap  transactions  from time to time to
hedge a portion of its exposure to floating interest rates.  These  transactions
involve the  conversion of floating  rates into fixed rates over the life of the
transactions  without an exchange of underlying  principal.  Hedge accounting is
used to account for these swaps provided certain hedging criteria are met. As of
January 1, 2001, the Company adopted Statement of Financial  Accounting Standard
("SFAS") No. 133,  "Accounting for Derivatives  and Hedging  Activities"  ("SFAS
133"). Certain hedge relationships met the hedge criteria prior to SFAS 133, but
do not meet the  criteria  for hedge  accounting  under SFAS 133.  Upon  initial
adoption,   the  company  recognized  the  fair  value  of  its  derivatives  as
liabilities  of $2.8  million  and a charge  of $2.8  million  was made to other
comprehensive income.


                                      F-11
<PAGE>

Pre-SFAS 133

Hedge  accounting  is  applied  where  the  derivative  reduces  the risk of the
underlying hedged item and is designated at inception as a hedge with respect to
the hedged item.  Additionally,  the derivative  must result in payoffs that are
expected to be inversely correlated to those of the hedged item. Derivatives are
measured for effectiveness both at inception and on an ongoing basis. When hedge
accounting  is  applied,   the  differential  between  the  derivative  and  the
underlying  hedged item is accrued as interest rates change and recognized as an
adjustment to interest expense. The related amount receivable from or payable to
counterparties is included in accrued interest income or expense,  respectively.
Prior to January 1, 2001,  the fair  values of the  interest  rate swaps are not
recognized in the financial statements.

If a derivative ceases to meet the criteria for hedge accounting, any subsequent
gains and losses are currently  recognized in income. If a hedging instrument is
sold or terminated  prior to maturity,  gains and losses continue to be deferred
until the hedged instrument is recognized in income. Accordingly,  should a swap
be terminated while the underlying debt remains outstanding, the gain or loss is
adjusted to the basis of the  underlying  debt and amortized  over its remaining
useful life.

Post-SFAS 133

SFAS 133, as amended by SFAS 137  "Accounting  for  Derivative  Instruments  and
Hedging  Activities-Deferral of the Effective Date of FASB Statement No.133" and
SFAS 138  "Accounting  for Certain  Derivative  Instruments  and Certain Hedging
Activities  an  amendment  of FASB  Statement  No.  133",  requires an entity to
recognize all  derivatives  as either assets or liabilities on the balance sheet
and  measure  these  instruments  at fair  value.  Changes  in the fair value of
derivatives are recorded each period in current earnings or other  comprehensive
income,  depending  on whether a  derivative  is  designated  as part of a hedge
transaction  and, if it is, the type of hedge  transaction.  In order to qualify
for hedge accounting under SFAS 133, certain criteria and detailed documentation
requirements must be met.

The Company does not enter into derivative  contracts for speculative or trading
purposes.

Foreign currencies

The  Company's  functional  currency  is the U.S.  dollar  as all  revenues  are
received in U.S.  dollars and a majority of the Company's  expenditures are made
in U.S. dollars. The Company reports in U.S. dollars.

Transactions  in foreign  currencies  during the year are  translated  into U.S.
dollars  at the rates of  exchange  in  effect  at the date of the  transaction.
Foreign  currency  monetary assets and liabilities are translated using rates of
exchange at the balance sheet date.  Foreign  currency  non-monetary  assets and
liabilities are translated using historical rates of exchange.  Foreign currency
transaction  gains or losses are  included  in the  consolidated  statements  of
operations.


                                      F-12
<PAGE>

Stock-based compensation

Under  Statement  of  Financial  Accounting  Standards  No.  123  ("SFAS  123"),
"Accounting   for   Stock-Based   Compensation",   disclosures   of  stock-based
compensation   arrangements  with  employees  are  required  and  companies  are
encouraged,  but not required,  to record  compensation  costs  associated  with
employee stock option awards, based on estimated fair values at the grant dates.
The  Company  has  chosen to  account  for  stock-based  compensation  using the
intrinsic value method prescribed in Accounting  Principles Board Opinion No. 25
("APB 25")  "Accounting  for Stock Issued to  Employees"  and has  disclosed the
required  pro forma  effect on net income and  earning  per share as if the fair
value method of  accounting as prescribed in SFAS 123 had been applied (see Note
24).

Earnings (loss) per share

Basic  earnings  per  share  ("EPS")  is  computed  based on the  income  (loss)
available  to common  stockholders  and the  weighted  average  number of shares
outstanding  for basic EPS.  Diluted  EPS  includes  the  effect of the  assumed
conversion of potentially dilutive instruments (see Note 9).

3. SUBSIDIARIES AND INVESTMENTS

<TABLE>
<CAPTION>

Name                                     Country of         Principal Activities   Percentage held
                                         Incorporation                             as of December 31, 2001
<S>                                      <C>                <C>                    <C>
Golar Gas Holding Company Inc.           Liberia            Holding                100
Golar Maritime (Asia) Inc.               Liberia            Holding                100
Gotaas-Larsen Shipping  Corporation      Liberia            Holding                100
Oxbow Holdings Inc.                      British Virgin     Holding                100
                                         Islands
Golar Gas Cryogenics Inc.                Liberia            Vessel ownership       100
Golar Gimi Inc.                          Liberia            Vessel ownership       100
Golar Hilli Inc.                         Liberia            Vessel ownership       100
Golar Khannur Inc.                       Liberia            Vessel ownership       100
Golar Freeze Inc.                        Liberia            Vessel ownership       100
Faraway Maritime Shipping Inc.           Liberia            Vessel ownership        60
Golar LNG 2215 Corporation               Liberia            Vessel ownership       100
Golar LNG 1444 Corporation               Liberia            Vessel ownership       100
Golar LNG 1460 Corporation               Liberia            Vessel ownership       100
Golar LNG 2220 Corporation               Liberia            Vessel ownership       100
Golar International Ltd.                 Liberia            Vessel management      100
Golar Maritime Services Inc.             Philippines        Vessel management      100
Golar Maritime Services, S.A.            Spain              Vessel management      100
Gotaas-Larsen International Ltd.         Liberia            Vessel management      100
Golar Management Limited                 Bermuda            Management             100
Golar Maritime Limited                   Bermuda            Management             100
Aurora Management Inc.                   Liberia            Management              90
</TABLE>

4. ADOPTION OF NEW ACCOUNTING STANDARDS

In June  2001,  the  FASB  approved  SFAS  No.  141,  "Accounting  for  Business
Combinations"  ("SFAS  141"),  which  requires the  application  of the purchase
method  including  the  identification  of the  acquiring  enterprise  for  each
transaction.  SFAS No. 141 applies to all business combinations  initiated after
June 30, 2001 and all business combinations accounted for by the purchase method
that are  completed  after June 30,  2001.  The  adoption of SFAS No. 141 by the
Company  did not  have any  impact  on the  Company's  consolidated  results  of
operations, financial position, or liquidity.


                                      F-13
<PAGE>

In June 2001,  the FASB  approved SFAS No. 142,  "Goodwill and Other  Intangible
Assets"  ("SFAS 142").  SFAS No. 142 applies to all acquired  intangible  assets
whether acquired singly, as part of a group, or in a business combination.  SFAS
No. 142 will supersede APB Opinion No. 17, "Intangible  Assets".  This statement
is effective for fiscal years beginning after December 15, 2001. The adoption of
SFAS  No.  142  by the  Company  did  not  have  any  impact  on  the  Company's
consolidated results of operations, financial position, or liquidity.

In August 2001, the FASB approved SFAS No. 143, "Accounting for Asset Retirement
Obligations"  ("SFAS  143").  SFAS No.  143  requires  the fair value of a legal
liability related to an asset retirement be recognized in the period in which it
is incurred.  The associated  asset retirement costs must be capitalized as part
of the  carrying  amount  of  the  related  long-lived  asset  and  subsequently
amortized to expense.  Subsequent  changes in the liability will result from the
passage  of time  (interest  cost) and  revision  to cash flow  estimates.  This
statement  is  effective  for fiscal years  beginning  after June 15, 2002.  The
effect on the Company of adopting FAS 143 is under evaluation.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived  Assets" ("SFAS 144").  The objectives of SFAS 144 are to
address  significant issues relating to the implementation of FASB Statement No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to Be Disposed Of", and to develop a single accounting model based on the
framework  established in SFAS 121, for  long-lived  assets to be disposed of by
sale. The standard requires that long-lived assets that are to be disposed of by
sale be  measured  at the lower of book  value or fair  value less cost to sell.
Additionally,  the  standard  expands the scope of  discontinued  operations  to
include all components of an entity with  operations  that can be  distinguished
from the rest of the entity and will be eliminated  from the ongoing  operations
of the entity in a disposal transaction.  This statement is effective for fiscal
years beginning after December 15, 2001, and generally, its provisions are to be
applied  prospectively.  The Company is currently  evaluating the impact of this
statement  on its results of  operations,  financial  position,  and  liquidity.
However,  management  does not expect that the adoption of the SFAS No. 144 will
have a  material  effect  on the  Company's  results  of  operations,  financial
position or liquidity.

5. SEGMENTAL INFORMATION

The Company has not presented segmental  information as it considers it operates
in one reportable  segment,  the LNG carrier market.  The Company's fleet is all
operating under time charters,  five of which are long-term,  and these charters
are with two  charterers,  British  Gas and  Pertamina.  In time  charters,  the
charterer,  not the Company,  controls the choice of which routes the  Company's
vessel will serve.  These routes can be  worldwide.  Accordingly,  the Company's
management, including the chief operating decision makers, does not evaluate the
Company's performance either according to customer or geographical region.


                                      F-14
<PAGE>

6. RESTRUCTURING EXPENSES

Restructuring  expenses  of $1.9  million in the year ended  December  31,  2001
consist  of  employment   severance  costs  for  management  and  administrative
employees in London and Singapore  incurred in connection with the restructuring
of Osprey's operations  following the acquisition by World Shipholding which was
completed prior to May 31, 2001.  These have been allocated to the Company based
on the number of vessels in Ospreys' fleet including its tanker operations.  The
total number of employees  terminated,  from which the cost has been  allocated,
was 17. The cost of $1.9 million represents the actual cost and employee numbers
are actual  numbers  terminated,  there being no  provision  brought  forward or
carried forward.

7. OTHER FINANCIAL ITEMS

(in thousands of $)                                2001      2000      1999

Amortization of deferred financing costs          2,097     1,359     1,742
Financing arrangement fees and other costs        1,857       983     3,042
Market  valuation   adjustment  for  interest
rate derivatives                                  8,221         -         -
Foreign exchange loss                               188        63       119
- --------------------------------------------     -------   -------  -------
                                                  12,363     2,405    4,903
============================================     =======   =======  =======

8.  TAXATION

Bermuda

Under  current  Bermuda law, the Company is not required to pay taxes in Bermuda
on either income or capital gains.  The Company has received  written  assurance
from the  Minister  of Finance in Bermuda  that,  in the event of any such taxes
being imposed, the Company will be exempted from taxation until the year 2016.

United States

Pursuant to the Internal  Revenue Code of the United States (the  "Code"),  U.S.
source income from the  international  operations  of ships is generally  exempt
from U.S. tax if the Company  operating  the ships meets  certain  requirements.
Among  other  things,  in  order to  qualify  for this  exemption,  the  company
operating the ships must be incorporated in a country which grants an equivalent
exemption from income taxes to U.S.  citizens and U.S.  corporations and must be
more than 50 per cent owned by  individuals  who are residents,  as defined,  in
such country or another foreign  country that grants an equivalent  exemption to
U.S. citizens and U.S. corporations. The management of the Company believes that
by virtue of the above provisions,  it was not subject to tax on its U.S. source
income.


                                      F-15
<PAGE>

A reconciliation between the income tax expense resulting from applying the U.S.
Federal  statutory  income tax rate and the reported  income tax expense has not
been presented herein as it would not provide  additional useful  information to
users of the  financial  statements  as the  Company's  net income is subject to
neither Bermuda nor U.S. tax.

Other Jurisdictions

Current  taxation  relates  to the  taxation  of a United  Kingdom  branch  of a
subsidiary and tax on interest income received by certain other  subsidiaries of
the Company.  The Company  records  deferred income taxes to reflect the net tax
effects of  temporary  differences  between  the  carrying  amount of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. The Company recorded deferred tax assets (liabilities) of $154,000 and
$163,000  at  December  31,  2001  and  2000,  respectively.  These  assets  and
liabilities relate to differences for depreciation and pension liabilities.

9. EARNINGS (LOSS) PER SHARE

The Company's capital  structure was determined with the capital  reorganization
that took place on May 31,  2001.  For the periods  prior to May 31,  2001,  the
preparation  of the carved out combined  financial  statements did not result in
the recording of any specific  share  capital.  To provide a measurement of EPS,
the  computation  of basic EPS is based on the shares issued in connection  with
the formation of the Company and the  subsequent  placement of 56 million shares
as described in Note 1. The computation of diluted EPS assumes the foregoing and
the  conversion  of  potentially  dilutive  instruments.  There were no dilutive
securities outstanding during the years ended December 31, 2000 and 1999.

The components of the numerator for the calculation of basic and diluted EPS are
as follows:

(in thousands of $)                               2001     2000      1999

Net income (loss) available to stockholders       4,366    (504)    (1,857)
===============================================  =======  =======   =======

The components of the  denominator  for the calculation of basic EPS and diluted
EPS are as follows:

(in thousands )                                   2001     2000      1999

Basic earnings per share:
Weighted  average  number  of  common  shares    56,012    56,012   56,012
outstanding
===============================================  =======  =======   =======

Diluted earnings per share:
Weighted  average  number  of  common  shares    56,012    56,012   56,012
outstanding
Dilutive share options                                7         -        -
- ----------------------------------------------   ------   -------   -------
                                                 56,019    56,012   56,012
===============================================  =======  =======   =======

10. LEASES

Rental income

The minimum  future  revenues to be received on time charters as of December 31,
2001 were as follows:

Year ending December 31,                                            Total
(in thousands of $)

2002                                                                 122,177
2003                                                                 121,098
2004                                                                 122,339
2005                                                                 123,307
2006                                                                 120,344
2007 and later                                                       950,590
- ----------------------------------------------------------------------------
Total                                                              1,559,855
============================================================================

The long-term  contracts for two of the Company's  vessels are time charters but
the economic terms are analogous to bareboat contracts,  under which the vessels
are paid a fixed  rate of hire and the vessel  operating  costs are borne by the
charterer on a costs pass through basis.  The pass through of operating costs is
not reflected in the minimum lease revenues set out above.


                                      F-16
<PAGE>

The cost and accumulated  depreciation of the vessels leased to a third party at
December  31,  2001  were   approximately   $735.5  million  and  $29.3  million
respectively  and at December  31, 2000 were  approximately  $867.6  million and
$104.4 million respectively.

Rental expense

The Company is  committed to make rental  payments  under  operating  leases for
office  premises.  The  future  minimum  rental  payments  under  the  Company's
non-cancelable operating leases are as follows:

Year ending December 31,
(in thousands of $)

2002                                                                  946
2003                                                                  798
2004                                                                  658
2005                                                                    -
2006                                                                    -
2007 and later                                                          -
- -------------------------------------------------------------------------
Total minimum lease payments                                        2,402
=========================================================================

Total minimum lease payments have been reduced by minimum sublease rentals under
non-cancelable  leases of  approximately  $1,425,000 for each of the years ended
December  31, 2002 and 2003,  and  $1,306,000  for the year ended  December  31,
2004.This relates to former office space that the Company no longer occupies. At
the time the Company  entered into this  sublease  arrangement,  a provision was
recognized for the difference  between the Company's future obligation under the
lease agreement and its  anticipated  sublease income over the remaining term of
the lease.  This  provision is recognized as a reduction to rental  expense over
the life of the lease  agreement and  eliminates  the Company's  ongoing  rental
expense  for these  facilities.  The  provision  is  recorded  in other  current
liabilities and other long-term  liabilities.  The provision balance at December
31, 2001 and 2000 was $2,194,000 and $2,644,000, respectively, of which $885,000
and  $626,000 is shown in other  current  liabilities  at December  31, 2001 and
2000,  respectively.  Total rental expense for operating  leases was $2,101,000,
$1,642,000 and $1,791,000 for the years ended December 31, 2001,  2000 and 1999,
respectively and total sublease income was  approximately  $1,158,000,  $839,000
and $852,000 for the years ended December 31, 2001, 2000 and 1999, respectively.
The  amortization of the provision  described  above was $450,000,  $344,500 and
$367,000 for the years ended December 31, 2001, 2000 and 1999, respectively.

11. TRADE ACCOUNTS RECEIVABLE

Trade accounts  receivable are presented net of allowances for doubtful accounts
amounting to $nil and  $211,000,  as of December 31, 2001 and December 31, 2000,
respectively.

12. OTHER RECEIVABLES, PREPAID EXPENSES AND ACCRUED INCOME

(in thousands of $)                                       2001       2000

Other receivables                                        2,023      2,314
Prepaid expenses                                           312        116
Accrued interest income                                    267        873
- -------------------------------------------------------------------------
                                                         2,602      3,303
=========================================================================

13. DUE FROM RELATED COMPANIES

Amounts  due  from  related  companies  as at  December  31,  2001  of  $261,000
represents  fees due from Osprey for  management of two VLCCs and seconded staff
costs (Note 26).

Amounts  due  from  related   companies  as  at  December  31,  2000   represent
inter-company  balances  with Osprey and the effect of the  carve-out of the LNG
operations  from the  Osprey  group.  Included  in this  balance is an amount of
$299.4  million  relating to the Gotaas Larsen loan facility in the Osprey group
as discussed in Note 21. The balance of $755.6  million at December 31, 2000 was
reduced  to $676.5  million  in May 2001  primarily  by the  repayment  of $78.8
million of the Gotaas Larsen loan  facility.  As part of the  acquisition of the
LNG interests by the Company in May 2001, the balance was eliminated as follows:

(in thousands of $)

Forgiveness of intercompany balances, dividend out
   and return of capital                                            450,298
Elimination of carve out adjustments                                  5,592
- ---------------------------------------------------------------------------
                                                                    455,890
- ---------------------------------------------------------------------------
Repayment of GL facility (Note 21)                                  220,635
- ---------------------------------------------------------------------------
                                                                    676,525
===========================================================================

14. NEWBUILDINGS

(in thousands of $)                                       2001       2000

Purchase price installments at end of period              129,864       -
Interest and other costs capitalized at end of period       2,992       -
- -------------------------------------------------------------------------
                                                          132,856       -
=========================================================================

In January 2000, the newbuilding Golar Mazo was delivered to the company and was
transferred from Newbuildings to Vessels and equipment.

The amount of interest  capitalized in relation to  newbuildings  was $2,637,000
and $196,000 for the years ended December 31, 2001 and 2000, respectively.


                                      F-17
<PAGE>

The  Company  has  contracts  to build four new LNG  carriers at a total cost of
$658.9  million,  excluding  financing  costs.  As at  December  31,  2001,  the
installments for these vessels were due to be paid as follows:

(in millions of $)

Paid in 12 months to 31 December 2001                               129.7
Payable in 12 months to 31 December 2002                            170.8
Payable in 12 months to 31 December 2003                            230.8
Payable in 12 months to 31 December 2004                            127.6
                                                                    -----
                                                                    658.9
                                                                    =====

At December 31, 2001,  the Company did not have  facilities  in place to finance
its entire  newbuilding  program.  As of October 2002 the Company had total loan
facilities of $304 million, to finance its newbuilding program. These consist of
a $180 million  facility from Lloyds TSB Bank Plc ($162 million is in respect of
the  contract  cost and the balance is for  associated  finance  costs and other
sundry items) of which $129.6 million has been drawn down to finance newbuilding
installments,  $64.0  million from a related  party,  Greenwich,  of which $49.0
million has been drawn down as discussed  in Note 28 and a $60 million  facility
from  certain of the Golar LNG facility  Lenders.  The Company will then require
additional   financing  of  approximately  $316  million  to  fund  all  of  its
newbuilding construction commitments.

In August 2002 the Company  negotiated  revised  payment  terms for  newbuilding
installments.  This has  resulted  in the  installments  due in the years  ended
December 31, 2002, 2003 and 2004 being changed to $154.6 million, $198.4 million
and $176.1 million respectively.

The  commitments  up to August 2003 will be funded from existing  facilities and
cash  generated  from  operations.  Additional  facilities  are required to meet
progress payments from August 2003 and further installments arising periodically
thereafter until completion of the program in 2004.

15. VESSELS AND EQUIPMENT, NET

(in thousands of $)                                    2001         2000

Cost                                                  671,697      871,597
Accumulated depreciation                              (30,326)    (106,038)
- --------------------------------------------------------------------------
Net book value                                        641,371      765,559
==========================================================================

Included in the above amounts as at December 31, 2001 and 2000 is equipment with
a net book value of $1,337,000 and $2,404,000, respectively.

Depreciation  expense for the years ended  December 31, 2001,  2000 and 1999 was
$31,614,000,  $35,991,000 and $29,464,000 respectively.  Depreciation expense is
shown net of amounts  allocated  to other  Osprey  entities  totaling  $367,000,
$702,000  and $603,000  for the years ended  December  31, 2001,  2000 and 1999,
respectively.

16. DEFERRED CHARGES

Deferred  charges  represent  financing  costs,  principally  bank fees that are
capitalized  and  amortized to other  financial  items over the life of the debt
instrument. The deferred charges are comprised of the following amounts:

(in thousands of $)                                    2001         2000

Debt arrangement fees                                  4,647         4,783
Accumulated amortization                               (470)       (1,927)
- --------------------------------------------------------------------------
                                                       4,177         2,856
==========================================================================


                                      F-18
<PAGE>

17. GOODWILL

Goodwill is stated net of related accumulated amortization as follows:

(in thousands of $)                                    2001         2000

Goodwill                                                  -          9,936
Accumulated amortization                                  -          (497)
- --------------------------------------------------------------------------
                                                          -          9,439
==========================================================================

On March 24, 1999,  the Company  increased  its  ownership  in Faraway  Maritime
Shipping, Inc ("Faraway") from 40 per cent to 60 per cent for cash consideration
of $14.2 million,  net of cash acquired of $0.4 million.  At that time,  Faraway
had a  newbuilding  contract  for the  construction  of the  Golar  Mazo,  a LNG
carrier.  The  acquisition  has been  accounted  for by the  purchase  method of
accounting.  Accordingly,  goodwill  has been  recognized  for the amount of the
excess of the purchase price over the fair value of the net assets  acquired and
is  amortized  on a  straight-line  basis  over 20 years.  The  amortization  of
goodwill  commenced in January 2000 following the delivery of the Golar Mazo. At
the  date  of  acquisition  Faraway  had  no  other  business  other  than  this
newbuilding contract. Accordingly in 1999 and earlier years, Faraway reported no
revenue, costs or net income in its financial statements.

The  goodwill  was  assigned  no value  from  January  31,  2001  following  the
acquisition  of Osprey by World  Shipholding  and this has also been recorded in
the application of predecessor basis in the books of the Company.

18. ACCRUED EXPENSES

(in thousands of $)                                          2001      2000

Vessel operating and drydocking expenses                     3,160     3,343
Administrative expenses                                      2,787       892
Interest expense                                             1,426       173
Provision for financing arrangement fees and other costs       115     2,622
Provision for tax                                              196       251
- ----------------------------------------------------------------------------
                                                             7,684     7,281
============================================================================

Accrued  administrative  expenses as at December  31, 2001  include $2.4 million
costs  associated  with the indefinite  postponement of a public offering of the
company's shares in the United States of America.

19.   OTHER CURRENT LIABILITIES

(in thousands of $)                                           2001     2000

Deferred drydocking and operating cost revenue               1,200     1,777
Revenue received in advance                                  5,964         -
Marked to market interest rate swaps valuation              10,838         -
Other provisions                                               885       626
- ----------------------------------------------------------------------------
                                                            18,887     2,403
============================================================================

20.   PENSIONS

The Company has two pension plans covering substantially all of the employees of
the Company and Osprey.  Benefits are based on the  employee's  years of service
and  compensation.  Net  periodic  pension plan costs are  determined  using the
Projected Unit Credit Cost method. The Company's plans are funded by the Company
in  conformity  with  the  funding  requirements  of the  applicable  government
regulations  and actuarial  recommendations.  Plan assets  consist of both fixed
income and equity funds managed by professional fund managers.


                                      F-19
<PAGE>

The components of net periodic benefit costs are as follows:

(in thousands of $)                        2001          2000        1999

Service cost                              1,407         1,161        1,398
Interest cost                             3,346         3,066        2,695
Expected return on plan assets           (2,620)       (3,021)      (2,899)
Amortization of prior service cost            -             -            -
Recognized actuarial loss                   615           (18)          67
- --------------------------------------------------------------------------
Net periodic benefit cost                 2,748         1,188        1,261
==========================================================================

The net periodic  benefit  costs  include  amounts  relating to the employees of
Osprey, a related party. The Company continues to administer the plans on behalf
of  Osprey  and  has  charged  a  management  fee  to  Osprey  that  includes  a
proportionate  cost of plan  contributions  as  well as  certain  administration
costs.  As such, in the  preparation  of historical  financial  statements,  the
Company has reduced  administration  expenses  by  $473,000,  for the year ended
December  31, 2001,  $951,000 for the year ended  December 31, 2000 and $520,000
for the year ended December 31, 1999, to reflect  administration  expenses as if
this management agreement had existed for all periods presented.

The change in benefit  obligation and plan assets and  reconciliation  of funded
status as of December 31 are as follows:

(in thousands of $)                                       2001       2000

Reconciliation of benefit obligation:
Benefit obligation at January 1                           45,836      41,423
    Service cost                                           1,407       1,161
    Interest cost                                          3,346       3,066
    Participant contributions                                  -           -
    Actuarial (gain)/loss                                  1,514       2,833
    Foreign currency exchange rate changes                  (66)           -
    Benefit payments                                     (2,461)     (2,647)
- ----------------------------------------------------------------------------
Benefit obligation at December 31                         49,576      45,836
============================================================================

Reconciliation of fair value of plan assets:
Fair value of plan assets at January 1                    33,309     38,921
    Actual return on plan assets                         (3,903)    (4,515)
    Employer contributions                                 1,453      1,550
    Participant contributions                                  -          -
    Foreign currency exchange rate changes                  (72)          -
    Benefit payments                                     (2,461)    (2,647)
- ---------------------------------------------------------------------------
 Fair value of plan assets at December 31                 28,326     33,309
===========================================================================

Excess (deficit) of plan assets                          (21,250)   (12,527)
over projected benefit obligation (1)
    Unrecognized prior service cost                            -          -
    Unrecognized actuarial loss (gain)                     7,479     10,019
- ---------------------------------------------------------------------------
Net amount recognized                                    (13,771)    (2,508)
===========================================================================

(1) The Company's  plans are composed of two plans that are both  underfunded at
December  31,  2001  and one  plan  that is  overfunded  and  one  plan  that is
underfunded at December 31, 2000.


                                      F-20
<PAGE>

The details of these plans are as follows:

<TABLE>
<CAPTION>
                                         December 31, 2001             December 31, 2000
                                      UK Scheme   Marine scheme     UK scheme   Marine scheme
(in thousands of $)
<S>                                   <C>         <C>                <C>         <C>
Accumulated benefit obligation        (6,318)     (37,255)          (5,489)      (34,152)
- ----------------------------------------------------------------------------------------
Projected benefit obligation          (6,539)     (43,037)          (6,060)      (39,776)
Fair value of plan assets              5,569       22,757            6,701        26,608
- ----------------------------------------------------------------------------------------
Funded status                           (970)     (20,280)             641       (13,168)
========================================================================================
</TABLE>

The amounts  recognized in the Company's balance sheet as of December 31 were as
follows:

(in thousands of $)                                     2001         2000

Prepaid benefit cost                                         -        1,438
Accrued benefit liability                             (15,243)      (7,544)
Minimum pension liability                                1,472        3,598
- ---------------------------------------------------------------------------
Net amount recognized                                 (13,771)      (2,508)
===========================================================================

The weighted  average  assumptions used in accounting for the Company's plans at
December 31 are as follows:

                                                       2001          2000

Discount rate                                          7.1%          7.3%
Expected return on plan assets                         8.0%          8.0%
Rate of compensation increase                          4.0%          4.0%

21. DEBT

(in thousands of $)                                    2001          2000

Total long-term debt due to third parties              524,329       214,500
Total long-term debt due to related parties                  -       299,400
Total short-term debt due to related parties            85,278             -
- ----------------------------------------------------------------------------
Total debt                                             609,607       513,900
Less: current portion of long-term debt
due to third parties                                  (41,053)      (10,171)
Less:  current  portion  long-term debt and
short-term debt due to related parties                (85,278)      (12,000)
- ----------------------------------------------------------------------------
                                                       483,276       491,729
============================================================================


                                      F-21
<PAGE>

The outstanding debt as of December 31, 2001 is repayable as follows:

Year ending December 31,
(in thousands of $)

2002                                                                 126,332
2003                                                                  42,014
2004                                                                  43,056
2005                                                                  46,689
2006                                                                  55,421
2007 and later                                                       296,095
- ----------------------------------------------------------------------------
Total                                                                609,607
============================================================================

The weighted average interest rate for debt, which is denominated in US dollars,
as of  December  31,  2001  and  2000  was  6.3  per  cent  and  8.6  per  cent,
respectively.  All of the Company's debt is US Dollar denominated  floating rate
debt.

The Company  refinanced  its debt  facility  covering five of its vessels in May
2001 as discussed  further below and thereby extended its loan repayment profile
and eliminated the balloon payment that would have been due in 2002.

At December 31, 2001, the debt of the Company  comprised the following,  details
of which are set out below:

(in thousands of $)

Greenwich loans                                                      85,278
Mazo facility                                                       204,329
Golar LNG facility                                                  320,000
- ---------------------------------------------------------------------------
                                                                    609,607
===========================================================================

For the purposes of the carved out combined  financial  statements for the years
ended December 31, 2000 and 1999, two tranches of debt have been included.

1.   In connection  with the  acquisition of the LNG operations of Gotaas Larsen
     by Osprey in 1997,  Osprey  entered into a secured loan  facility  (the "GL
     Facility") for an amount of $352.4  million.  The GL Facility  provided for
     floating rate interest of LIBOR plus 2.5 per cent to 4.0 per cent. The loan
     was  initially  for 22 months,  repayable  in quarterly  installments.  The
     balance of this loan was  extended for a three years period until the third
     quarter  of 2002.  This loan has been  carved out and is  reflected  in the
     balance sheet as short-term and long-term  debt due to related  parties and
     offset within equity by an amount due from related  parties.  This loan was
     retired by Osprey in May 2001, as discussed below.

2.   On November 26, 1997 Osprey entered into a secured loan facility (the "Mazo
     facility") with a banking consortium for an amount of $214.5 million.  This
     facility  bears  floating rate  interest of LIBOR plus 0.865 per cent.  The
     repayment terms are six monthly  commencing on June 28, 2001. The long-term
     debt is secured by a mortgage on the vessel Golar Mazo.

                                      F-22
<PAGE>

In  connection  with the Mazo  facility,  Osprey also  entered into a collateral
agreement  with the same  banking  consortium  and a bank  Trust  Company.  This
agreement  requires  that  certain  cash  balances,  representing  interest  and
principal  repayments for defined future  periods,  be held by the Trust Company
during the period of the loan. These balances are referred to in these financial
statements as restricted cash.

In May 2001 the GL Facility  was retired by Osprey and  related  party  balances
were  cancelled  and the Golar group  entered into a secured loan  facility (the
"Golar LNG Facility") with a banking consortium for an amount of US$325 million.
This six year facility  bears floating rate interest of LIBOR plus 1.5 per cent.
The loan is repayable in 22 quarterly  installments  and a final balloon payment
of $147.5  million.  The long-term  debt is secured by a mortgage on the vessels
Golar  Spirit,  Khannur,  Gimi,  Hilli and Golar  Freeze.  In November  2001, an
amendment to the Golar LNG Facility was signed which  accelerates  the repayment
terms  such that the final  balloon  payment  reduces  to  $147.5  million.  The
repayments  are  increased by $10 million in 2002 and $7.5  million in 2003;  in
2004 and 2005 they are  unchanged  and they decrease by $2.5 million in 2006 and
2007. In 2007 the final repayment is reduced by $12.5 million to $147.5 million.

In August 2001, Golar obtained a loan of $32.6 million from Greenwich,  in order
to finance the first  installment due on newbuilding  hull number 2215. The loan
is for a period of 360 days and bears  floating  rate interest of LIBOR plus 2.5
per cent.  A  subsidiary  of Golar  guaranteed  a loan of $32.6  million made to
Greenwich  by Nordea and Den norske  Bank and  entered  into an  assignment  and
security agreement in respect of its shipbuilding  contract with Den norske Bank
as security agent. No  consideration  has been paid or will be paid by Greenwich
for the provision of the guarantee.

In August 2001, Golar obtained a loan of $32.7 million from Greenwich,  in order
to finance the first installments due on newbuilding hull numbers 1460 and 2220.
The loan is for a period of one year and bears  floating  rate interest of LIBOR
plus 2.5 per cent.  In  connection  with this,  two  subsidiaries  of Golar have
guaranteed  a loan of $32.7  million  made to Greenwich by Nordea and Den norske
Bank and they have both entered  into an  assignment  and security  agreement in
respect of their shipbuilding  contracts with Den norske Bank as security agent.
No consideration has been paid by Greenwich for the provision of the guarantee.

In September 2001, Golar obtained an additional $20 million in loan finance from
Greenwich,  by way of an  addendum  to the loan of $32.6  million in relation to
hull 2215, in order to finance the second instalment on this vessel. The loan is
for a period of six months and bears  floating  rate  interest of LIBOR plus 2.5
per cent.

The rate of  interest  that  Greenwich  pays to the  banks  providing  the above
facilities is LIBOR plus 1.5 per cent.

In December 2001 the Company  signed a loan  agreement  with Lloyds TSB bank Plc
for the purpose of  financing  part of the building of  newbuilding  hull number
2215 for an amount up to $180  million to include  ship yard costs,  capitalized
interest and building supervision charges.

Certain of the Company's  debt is  collateralized  by ship mortgages and, in the
case of some debt, pledges of shares by each guarantor subsidiary.  The existing
financing  agreements  impose  operation  and financing  restrictions  which may
significantly  limit or prohibit,  among other things,  the Company's ability to
incur   additional   indebtedness,   create  liens,   sell  capital   shares  of
subsidiaries,  make  certain  investments,  engage in mergers and  acquisitions,
purchase and sell vessels, enter into time or consecutive voyage charters or pay
dividends  without  the  consent  of  our  lenders.  In  addition,  lenders  may
accelerate the maturity of indebtedness under financing agreements and foreclose
upon the  collateral  securing the  indebtedness  upon the occurrence of certain
events of  default,  including  a failure  to comply  with any of the  covenants
contained in the financing  agreements.  Various debt  agreements of the Company
contain  certain  covenants,  which require  compliance  with certain  financial
ratios.  Such ratios  include  equity  ratio  covenants  and  minimum  free cash
restrictions.  As of December  31, 2001 and 2000 the Company  complied  with the
debt covenants of its various debt agreements.

                                      F-23
<PAGE>

22.   OTHER LONG-TERM LIABILITIES

(in thousands of $)                                    2001          2000

Pension obligations                                    15,243        7,544
Other provisions                                        1,309        2,018
- --------------------------------------------------------------------------
                                                       16,552        9,562
====================================================================+=====

23.  PUSH DOWN ACCOUNTING

The effect of push down  accounting  in January  2001 was to reduce the value of
assets and liabilities recorded by Golar to reflect the change in basis realized
as a result of World Shipholding's acquisition of Osprey as follows:

(in thousands of $)

Vessels and equipment, net                                           109,832
Deferred charges                                                       1,702
Goodwill                                                               9,439
Pension obligations                                                    9,999
FAS 133 transition obligation                                          2,786
- ----------------------------------------------------------------------------
                                                                     133,758
============================================================================

24. SHARE CAPITAL AND SHARE OPTIONS

The Company was  incorporated  on May 10, 2001 and 12,000 common shares of $1.00
par value each were issued to the initial shareholder.  In May 2001, the Company
issued  56,000,000 common shares at a price of $5.00 per share in a placement in
Norway subscribed to by approximately 130 financial investors. These shares were
issued to finance the  acquisition of the LNG interest of Osprey as described in
Note 1.

At December 31, 2001, authorized and issued share capital is as follows:

Authorized share capital:

(in thousands of $, except share numbers)

100,000,000 common shares of $1.00 each                              100,000
============================================================================

Issued share capital:

(in thousands of $, except share numbers)

56,012,000 common shares of $1.00 each                                56,012
============================================================================

In July 2001, the Board of the Company approved the grant of options to eligible
employees  to  acquire  an  aggregate  amount of up to  2,000,000  shares in the
company.  In July  2001,  the Board of Golar  approved  the grant of  options to
acquire 400,000 shares at a subscription price of $5.75 to certain directors and
officers of the Company. These options vest on July 18, 2002 and are exercisable
for a maximum period of nine years following the first  anniversary  date of the
grant.  The weighted average fair value of the options granted in the year ended
December 31, 2001 was $1.785. The fair value of the option grant is estimated on
the  date of  grant  using  the  Black-Scholes  option  pricing  model  with the
following  weighted  average  assumptions  used for the grant in the year  ended
December 31, 2001:  risk free interest  rate of 4.39 per cent;  expected life of
five years,  expected volatility of 20 per cent, expected dividend yield of zero
per cent.

                                      F-24
<PAGE>

Compensation  cost of $47,300 has been recognized in the year ended December 31,
2001 in connection with the grant of the 400,000 options. This amount represents
the difference  between the subscription  price of $5.75 and the market price of
$6.01 (the  equivalent  to NOK56 at the exchange  rate of NOK9.3153 to $1.00) on
the date of grant, recognized over the vesting period of the options.

Had the compensation costs for the plan been determined consistent with the fair
value method  recommended in SFAS 123, the Company's net income and earnings per
share would have been reduced to the following pro forma amounts:

(in thousands of $, except per share data)                           2001

Net income
    As reported                                                      4,366
    Pro-forma                                                        4,089

Basic and diluted earnings per share
    As reported                                                      $0.08
    Pro-forma                                                        $0.07

In February  2002,  the Board of Golar approved an employee share option scheme.
Under the  terms of the  scheme,  options  may be  granted  to any  director  or
eligible  employee of the Company or its  subsidiaries.  Options are exercisable
for a maximum period of nine years following the first  anniversary  date of the
grant.  The  exercise  price for the options may not be less than the average of
the fair market value of the underlying shares for the three trading days before
the date of grant.  The number of shares  granted under the plans may not in any
ten year  period  exceed  seven  per cent of the  issued  share  capital  of the
Company. No consideration is payable for the grant of an option.

25. FINANCIAL INSTRUMENTS

Interest rate risk management

In certain  situations,  the Company  may enter into  financial  instruments  to
reduce the risk associated with  fluctuations in interest rates. The Company has
a portfolio of swaps that convert  floating rate interest  obligations  to fixed
rates, which from an economic perspective hedge the interest rate exposure.  The
Company does not hold or issue  instruments for speculative or trading purposes.
The counterparties to such contracts are Credit Lyonnais, Bank of Taiwan, Credit
Agricole  Indosuez,  The Fuji Bank,  Limited,  and the Industrial Bank of Japan,
Limited.  Credit risk exists to the extent that the counterparties are unable to
perform under the contracts.

Prior to the adoption of SFAS 133, all interest rate derivatives were designated
and effective as hedges of the Company's exposure to interest rate fluctuations.
After the adoption of SFAS 133 on January 1, 2001, hedge accounting has not been
applied.  As a result  of the  adoption  of SFAS 133,  the  Company  recorded  a
transition adjustment of $2.8 million on January 1, 2001. For the purpose of the
carved-out  combined financial  statements for the years ended December 31, 2000
and 1999, the portfolio of swaps has been  allocated  based on the proportion of
hedged loans that have been carved out and pushed down from Osprey.

The Company  manages its debt  portfolio  with interest rate swap  agreements in
U.S.  dollars  to  achieve an overall  desired  position  of fixed and  floating
interest  rates.  The Company has entered into the following  interest rate swap
transactions involving the payment of fixed rates in exchange for LIBOR:

<TABLE>
<CAPTION>
                                          Notional Amount
Instrument                            December 31,   December 31,      Maturity       Fixed Interest
                                      2001           2000              Dates          Rates
(in thousands of $)
<S>                                   <C>              <C>             <C>            <C>
Interest rate swaps:
   Receiving floating, pay fixed      194,829         350,793          2001 - 2009    5.47% to
                                                                                      6.52%
Interest rate options:
   Caps                                     -         29,159           2001           8.00%
</TABLE>


                                      F-25
<PAGE>

At December 31,  2001,  the notional  principal  amount of the debt  outstanding
subject to such swap agreements was $195.0 million (2000 - $380.0 million).

Foreign currency risk

The majority of the vessels' gross earnings are receivable in U.S. dollars.  The
majority of the Company's  transactions,  assets and liabilities are denominated
in U.S. dollars,  the functional  currency of the Company.  There is a risk that
currency  fluctuations will have a negative effect on the value of the Company's
cash-flows.  The Company has not entered into derivative contracts to reduce its
exposure to transaction risk. Accordingly,  such risk may have an adverse effect
on the Company's financial condition and results of operations.

Fair values

The  carrying  value  and  estimated  fair  value  of  the  Company's  financial
instruments at December 31, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>
                                      2001          2001           2000         2000
(in thousands of $)                  Carrying       Fair Value    Carrying      Fair Value
                                     Value                        Value
<S>                                   <C>           <C>           <C>           <C>
Non-Derivatives:
Cash and cash equivalents              57,569        57,569         5,741         5,741
Restricted cash and short-term         14,163        14,163        13,091        13,091
investments
Short-term investments                      -             -        14,231        14,231
Long-term debt                        524,329       524,329       513,900       513,900
Short-term debt                        85,278        85,278             -             -
Derivatives:
Interest rate swap
Asset                                       -             -             -           162
Liability                             (10,838)      (10,838)            -        (4,810)

</TABLE>

The carrying value of cash and cash  equivalents,  which are highly liquid, is a
reasonable estimate of fair value.

The estimated  fair value for  restricted  cash and  short-term  investments  is
considered  to be equal to the carrying  value since they are placed for periods
of less than six months.

The  estimated  fair value for  long-term  debt is considered to be equal to the
carrying  value  since it bears  variable  interest  rates  which are reset on a
quarterly or six monthly basis.

The fair value of interest rate swaps is estimated by obtaining  quotes from the
related banking institution.

Concentrations of risk

There  is a  concentration  of  credit  risk  with  respect  to  cash  and  cash
equivalents,  restricted  cash and  short-term  investments  to the extent  that
substantially  all of the amounts  are  carried  with the Nordea Bank of Finland
PLC, The Industrial Bank of Japan and The Bank of New York. However, the Company
believes  this risk is remote as these banks are high credit  quality  financial
institutions.

During the year ended December 31, 2001, two customers accounted for substantial
amount  of the  total  revenues  of the  company.  The  Company's  revenues  and
associated  accounts  receivable  are derived from its four time  charters  with
British  Gas,  two time  charters  with  Pertamina  and, to a much more  limited
extent,  from its four management  contracts with National Gas Shipping  Company
Limited (Abu Dhabi)  ("NGSCO").  Pertamina is a state enterprise of the Republic
of Indonesia. Credit risk is mitigated by the long-term contracts with Pertamina
being on a ship-or-pay  basis.  Also, under the various  contracts the Company's
vessel hire charges are paid by the Trustee and Paying Agent from the  immediate
sale  proceeds of the delivered  gas. The Trustee must pay the shipowner  before
Pertamina and the gas sales contracts are with the Chinese Petroleum Corporation
and KOGAS. The Company  considers the credit risk of British Gas and NGSCO to be
low.

                                      F-26
<PAGE>

During the years ended December 31, 2001, 2000 and 1999,  British Gas, Pertamina
and two other companies, Ras Laffan Liquified Natural Gas Co Ltd and SK Shipping
Co Ltd, each accounted for more than 10% of gross revenue in one or more years.

During 1999, SK Shipping,  Pertamina and Ras Laffan accounted for $32.5 million,
$26.1  million and $8.2 million  respectively.  During 2000,  Pertamina  and Ras
Laffan accounted for $59.5 million and $16.3 million respectively.  During 2001,
Pertamina  and  British  Gas  accounted  for $62.8  million  and  $45.8  million
respectively.

26. RELATED PARTY TRANSACTIONS

Golar was incorporated  for the purpose of acquiring the LNG shipping  interests
of Osprey and  Seatankers.  Osprey,  through its parent World  Shipholding,  and
Seatankers are indirectly controlled by Mr. John Fredriksen.  The purchase price
paid for the LNG  operations  of Osprey  was $525.9  million  based on an agreed
gross value of the LNG carriers of $635.0  million,  plus the amount of net book
value of all other non-shipping assets of the companies  acquired.  The purchase
price paid was net of an amount of $128.7 million, being 60 per cent of the loan
assumed  relating to the financing of the Golar Mazo as described in Note 21 and
cash of $27.2 million.  Furthermore, the Company paid $2.5 million to Osprey for
the assignment of a newbuilding contract and options. Additionally,  immediately
prior to the sale, certain  inter-company  balances due to the companies forming
the LNG shipping interests of Osprey from other Osprey Companies totaling $450.3
million  were  forgiven.  On May 28, 2001,  the Company  entered into a purchase
agreement  with  Seatankers to purchase its one  newbuilding  contract for a LNG
carrier  and  options to build three new LNG  carriers.  The  Company  paid $2.5
million  to  Seatankers  for the  assignment  of the  newbuilding  contract  and
options.

In August 2001,  Golar obtained a loan of $32.6 million from Greenwich  Holdings
Limited ("Greenwich"), a company affiliated with John Fredriksen, who indirectly
controls the  Company's  largest  shareholder,  Osprey,  in order to finance the
first  installment due on newbuilding hull number 2215. The loan is for a period
of 360 days and bears  floating  rate  interest  of LIBOR  plus 2.5 per cent.  A
subsidiary  of Golar  guaranteed  a loan of $32.6  million  made to Greenwich by
Nordea  and Den  norske  Bank  and  entered  into  an  assignment  and  security
agreement,  in respect of its'  shipbuilding  contract,  with Den norske Bank as
security agent. No consideration  has been paid or will be paid by Greenwich for
the provision of the guarantee.

In August 2001, Golar obtained a loan of $32.7 million from Greenwich,  in order
to finance the first installments due on newbuilding hull numbers 1460 and 2220.
The loan is for a period of one year and bears  floating  rate interest of LIBOR
plus 2.5 per cent.  In  connection  with this,  two  subsidiaries  of Golar have
guaranteed  a loan of $32.7  million  made to Greenwich by Nordea and Den norske
Bank and they have both entered into an assignment  and security  agreement,  in
respect of their shipbuilding contracts, with Den norske Bank as security agent.
No consideration has been paid by Greenwich for the provision of the guarantee.

In September 2001, Golar obtained an additional $20 million in loan finance from
Greenwich,  by way of an  addendum  to the loan of $32.6  million in relation to
hull 2215, in order to finance the second instalment on this vessel. The loan is
for a period of six months and bears  floating  rate  interest of LIBOR plus 2.5
per cent. No  consideration  has been paid by Greenwich for the provision of the
guarantee.

                                      F-27
<PAGE>

For each of the loans  from  Greenwich  noted  above the  Company  has paid loan
arrangement fees directly to the lending banks.  These fees amounted to $415,700
in total.

During the year ended December 31, 2001 the rate of interest that Greenwich paid
to the banks  providing the above  facilities was LIBOR plus 1.5 per cent. As at
December 31, 2001, $291,000 of the interest due to Greenwich was outstanding.

Historically  the Company has been an  integrated  part of Osprey  Maritime.  As
such, the Singapore and London office  locations of Osprey have provided general
and corporate  management  services for both the Company as well as other Osprey
entities and operations.  As described in Note 2, management has allocated costs
related to these  operations  based on the number of  vessels  managed.  Amounts
allocated  to  the  Company  and  included  within  vessel  operating  expenses,
administrative expenses and depreciation expense were $3,227,000, $9,662,000 and
$9,449,000, for the years ended December 31, 2001, 2000 and 1999, respectively.

In the year ended December 31, 2001 Frontline  Management  (Bermuda)  Limited, a
subsidiary of Frontline Ltd. ("Frontline") has provided services to the company.
These services include management support, corporate services and administrative
services.  In the year ended December 31, 2001  management  fees to Frontline of
$258,962  have been  incurred  by Golar.  As at  December  31, 2001 an amount of
$547,966  was due to  Frontline  in respect  of these  fees and costs  incurred.
Frontline is a publicly  listed  company.  Its  principal  shareholder  is Hemen
Holding Limited, a company indirectly controlled by John Fredriksen.

The Company  agreed to provide  services to Osprey for the  management of two of
Osprey's  VLCC's until  November  2001. In the seven months ended December 2001,
management  fees of $106,667 were charged to Osprey in relation to such services
of which $nil was  outstanding  at December 31, 2001. In addition as at December
31, 2001 an amount of $261,000 was due from Osprey in respect of costs recharged
in relation to the above services.

In  the  year  ended  December  31,  2001  Seatankers  has  provided   insurance
administration  services to the  Company.  In the year ended  December  31, 2001
management  fees to  Seatankers  of $10,000 have been  incurred by Golar.  As at
December 31, 2001 an amount of $10,000 was due to Seatankers in respect of these
fees incurred.

Golar Management  holds a promissory note executed by Mr. McDonald,  Chairman of
Golar  Management  and Technical  Director,  on April 21, 1998,  under which Mr.
McDonald  promises to pay to Golar Management the principal sum of (pound)20,900
in monthly  installments of (pound)317.55.  The note carries an interest rate of
three per cent and an acceleration clause in the event Mr. McDonald's employment
with us is terminated  for any reason or in the event of a default on payment by
Mr.  McDonald.  Payments  under the note commenced in May 1998 and the principal
balance as of December 31, 2001 was (pound)8,577 or approximately $12,400

Management believes transactions with related parties are under terms similar to
those that would be arranged with other parties.

27. COMMITMENTS AND CONTINGENCIES

Assets Pledged

(in thousands of $)                                December 31,     December 31,
                                                    2001             2000
Vessels pledged under long-term loans               609,607          513,900
===============================================================================

Other Contractual Commitments and contingencies

The  Company  currently  insures  the legal  liability  risks  for its  shipping
activities  with the  United  Kingdom  Mutual  Steamship  Assurance  Association
(Bermuda), a mutual protection and indemnity association. Prior to February 2001
the  Company  insured  such  risks  with  The  Britannia  Steam  Ship  Insurance
Association Ltd. As a member of a mutual association,  the Company is subject to
calls  payable  to the  association  based on the  Company's  claims  record  in
addition  to the claims  records  of all other  members  of the  association.  A
contingent liability exists to the extent that the claims records of the members
of the  association  in the  aggregate  show  significant  deterioration,  which
results in additional calls on the members.

                                      F-28
<PAGE>

28. SUBSEQUENT EVENTS

A)   January 1, 2002 to March 31, 2002

In March 2002 the Company drew down $66.8  million on the loan  facility  signed
with Lloyds TSB Bank Plc. for the purpose of financing  the  newbuilding  number
2215.  $52.6  million was used to re-pay loans from  Greenwich in respect of the
same vessel (see Note 26).  In addition in March 2002 the third  installment  of
$32.4 million in relation to  newbuilding  number 2215 was paid and was financed
by drawing down on the loan facility.

In March 2002 the second installment of $16.2 million in relation to newbuilding
number 2220 was paid and was financed from cash reserves.

B)   April 1, 2002 onwards

Since  April 1, 2002 the  Company  has  rescheduled  certain of its  installment
payments for its newbuildings. This rescheduling is in consideration of interest
payable to the relevant shipyards on the outstanding amount at rates between six
and eight per cent per annum.

The following table summarizes installment payments made since April 1, 2002 and
future rescheduled installments

<TABLE>
<CAPTION>
                                   Hull No.   Hull No.   Hull No.   Hull No.  Total
(in millions of $)                 1444       2215       2220       1460
<S>                                <C>         <C>        <C>        <C>       <C>
Payments  from  April 1, 2002
to September 30, 2002              16.3      32.4                     8.4      57.1
===================================================================================

Future Payments
2002 (three months)                16.3                   16.2       16.5      49.0
2003                              100.6      32.4         32.4       33.0     198.4
2004                                                      84.0       92.1     176.1
2005
2006 and later
Total                             116.9      32.4        132.6      141.6     423.5
===================================================================================
</TABLE>

In June 2002,  Golar  obtained $16.3 million in loan finance from  Greenwich,  a
related party, by way of an addendum to an existing loan agreement in respect of
newbuilding  hull  numbers  1460  and  2220  in  order  to  finance  the  second
installment  due on  newbuilding  hull number 1444. In  connection  with this, a
subsidiary of Golar has  guaranteed a loan of $16.3 million made to Greenwich by
Nordea and Den norske Bank ASA and has entered into an  assignment  and security
agreement  in  respect of its  shipbuilding  contract  with Den  norske  Bank as
security agent. No consideration has been paid by Greenwich for the provision of
the  guarantee.  This addendum also extended the repayment  date of the original
loan, $32.7 million,  from August 2002 until August 2003. The additional loan of
$16.3 million is available  for a period of four months and bears  interest at a
rate of LIBOR plus 2.625 per cent.  This rate also applies to the original $32.7
million from June 2002.  The rate  increases to LIBOR plus three per cent on any
amounts still  outstanding as at February 20, 2003. The Company paid directly to
the lenders a non-refundable arrangement fee of $323,000 in respect of this loan
amendment.  The rate of interest that Greenwich pays to the banks  providing the
above facilities is LIBOR plus 1.625 per cent.

In July 2002, the Company  announced that it had reached  agreement with British
Gas to extend the  charter  of the Golar  Freeze for a period of five years upon
the expiration of the current charter in March 2003.

In September 2002,  Greenwich  confirmed the availability of an extension to the
loan facility in respect of hull numbers 1460,  2220 and 1444.  The total amount
drawn down under this  facility  of $49.0  million  can remain  outstanding,  if
required,  until December 2003.  Greenwich also confirmed the availability of an
additional  $15 million  facility  for the payment of  newbuilding  installments
should it be required.

In October 2002,  the Company  signed a loan agreement with certain of the Golar
LNG facility lenders in respect of a facility in the amount of up to $60 million
to be secured on the  Company's  existing  five  wholly-owned  vessels as second
priority charges.  The agreement allows us to draw down a maximum of $60 million
to assist in the financing of our newbuilding installment payments.


                                      F-29
<PAGE>

Golar LNG Limited
Unaudited  Consolidated and Combined Condensed  Statements of Operations for the
six months ended June 30, 2002 and 2001
(in thousands of $, except per share data)


                                                  Six months        Six months
                                                  ended June    ended June 30,
                                                    30, 2002              2001

Operating revenues
Time charter revenues                                 63,735            52,787
Vessel management fees                                   785               992
- -------------------------------------------------------------------------------
Total operating revenues                              64,520            53,779
- -------------------------------------------------------------------------------
Operating expenses
Vessel operating expenses                             13,594            11,410
Administrative expenses                                2,708             2,656
Restructuring expenses                                     -             1,894
Depreciation and amortization                         15,682            16,238
- -------------------------------------------------------------------------------
Total operating expenses                              31,984            32,198
- -------------------------------------------------------------------------------
Operating Income                                      32,536            21,581
- -------------------------------------------------------------------------------
Financial income (expenses)
Interest income                                          578             2,151
Interest expense                                    (12,045)          (17,634)
Other financial items                                (5,908)           (6,939)
- -------------------------------------------------------------------------------
Net financial expenses                              (17,375)          (22,422)
- -------------------------------------------------------------------------------
Income  (loss)  before  income taxes
and minority interest                                 15,161             (841)
- -------------------------------------------------------------------------------
Minority interest in net income of subsidiaries         (50)             1,552
Income taxes                                              92               150
- -------------------------------------------------------------------------------
Net income (loss)                                     15,119           (2,543)
===============================================================================

Earnings (loss) per share
Basic and diluted                                      $0.27            ($0.05)
===============================================================================

                                      F-30
<PAGE>

Golar LNG Limited
Unaudited  Consolidated  and Condensed  Balance Sheet as of June 30, 2002 and 31
December 2001
(in thousands of $)
                                                      June 30,     December 31,
                                             Note     2002         2001
ASSETS
Current Assets
Cash and cash equivalents                               51,613      57,569
Restricted cash and short-term investments              13,235      14,163
Trade accounts receivable                                    -         188
Other  receivables, prepaid  expenses
and  accrued                                             3,008       2,602
income
Amounts due from related parties                           231         261
Inventories                                              2,571       2,650
- --------------------------------------------------------------------------
Total current assets                                    70,658      77,433

Newbuildings                                   3       234,216     132,856
Vessels and equipment, net                             630,313     641,371
Deferred charges                                         6,003       4,177
Other long term assets                                     154         154
- --------------------------------------------------------------------------
Total assets                                           941,344     855,991
===========================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt              4        42,341      41,053
Current indebtedness due to related parties    4        16,259      85,278
Trade accounts payable                                   1,693       1,995
Accrued expenses                                        10,078       7,684
Amounts due to related parties                             870       1,049
Other current liabilities                               19,331      18,887
- --------------------------------------------------------------------------
Total current liabilities                               90,572     155,946
Long-term liabilities
Long-term debt                                 4       593,478     483,276
Long-term debt due to related parties          4        32,703           -
Other long-term liabilities                             16,888      16,552
- --------------------------------------------------------------------------
Total liabilities                                      733,641     655,774

Minority interest                                       18,188      25,820
Stockholders' equity                                   189,515     174,397
- --------------------------------------------------------------------------
Total liabilities and stockholders' equity             941,344     855,991
==========================================================================

                                      F-31
<PAGE>

Golar LNG Limited
Unaudited  Consolidated and Combined Condensed  Statements of Cash Flows for the
six months ended June 30, 2002 and 2001
(in thousands of $)

<TABLE>
<CAPTION>
                                                                     Six months        Six months
                                                                     ended June        ended June 30,
                                                                      30, 2002         2001
<S>                                                                  <C>               <C>
Operating activities
Net income (loss)                                                       15,119           (2,543)
Adjustments to reconcile net income (loss) to net cash
Provided by operating activities:
       Depreciation and amortization                                    15,682            16,238
       Amortization of deferred charges                                    550             1,801
       (Loss) income attributable to minority                             (50)             1,552
       interests
       Drydocking expenditure                                          (1,757)           (5,476)
       Trade accounts receivable                                           188                40
       Inventories                                                          79             (499)
       Prepaid expenses and accrued income                               (406)           (1,107)
       Amount due from/to related companies                              (149)           (5,585)
       Trade accounts payable                                            (302)               287
       Accrued expenses                                                  3,184               456
       Other current liabilities                                          (11)             7,716
- ------------------------------------------------------------------------------------------------
       Net cash provided by operating activities                        32,127            12,880
- ------------------------------------------------------------------------------------------------
Investing activities
       Cash paid for Osprey's LNG interests, net of                          -         (530,945)
       cash acquired
       Additions to newbuildings                                     (101,360)          (32,612)
       Additions to vessels and equipment                              (2,866)           (4,138)
       Restricted cash and short term investments                          928             (599)
       Purchase of short term investments                                    -          (18,417)
       Proceeds from maturity of short term                                  -            14,231
       investments
- ------------------------------------------------------------------------------------------------
       Net cash used in investing activities                         (103,298)         (572,480)
- ------------------------------------------------------------------------------------------------
Financing activities
     Proceeds from long-term debt                                      131,902           325,000
     Proceeds from short term debt due to related                       16,259                 -
     parties
     Repayments of long-term debt                                     (20,412)           (4,979)
     Repayments of short term debt due to related                     (52,575)                 -
     parties
     Financing costs paid                                              (2,376)           (2,788)
     Dividends paid to minority shareholders                           (7,583)                 -
     Proceeds from issuance of equity                                        -           274,500
- ------------------------------------------------------------------------------------------------
        Net cash  provided by financing activities                      65,215           591,733
- ------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                              (5,956)            32,133
Cash and cash equivalents at beginning of period                        57,569             5,741
Cash and cash equivalents at end of period                              51,613            37,874
================================================================================================

Supplemental disclosure for cash flow information:
Non-cash investing and financing activities:
Forgiveness of intercompany payables, dividend out and return of capital     -           455,890
Liabilities assumed in business combination                                  -           214,500
</TABLE>

                                      F-32
<PAGE>

Golar LNG Limited
Notes to Unaudited Consolidated and Combined Financial Statements

1.  GENERAL

The  accompanying  financial  statements  and footnotes  have been condensed and
therefore  do  not  contain  all  disclosures  required  by  generally  accepted
accounting  principles.  These statements should be read in conjunction with the
Company's audited consolidated and combined financial statements.

The  statements as of and for the six month periods ended June 30, 2002 and June
30, 2001 are  unaudited.  In the opinion of  management,  the unaudited  interim
financial  statements  contain all adjustments (which were of a normal recurring
nature) necessary for a fair statement of the results for the interim periods.

The results of operations for the six month periods ended June 30, 2002 and June
30, 2001 are not necessarily indicative of those for a full fiscal year.

The Company has  sufficient  facilities  to meet its  anticipated  funding needs
until August 2003.  These  facilities  include $15 million from a related  party
which can be drawn down as needed in 2003 until such time as permanent financing
has been secured. As at October 2002 additional  facilities of $316 million will
be needed to meet  commitments  under the  newbuilding  construction  program in
August 2003 and thereafter.  It is intended that these facilities will come from
a combination of debt finance,  lease arrangements for existing vessels and cash
flow from  operations.  Alternatively,  if market and economic  conditions favor
equity  financing,  the  Company  may  raise  equity  to fund a  portion  of the
construction  costs.  The Company is in advanced  negotiations  with a number of
financial institutions and others to provide sufficient facilities to meet these
construction  commitments in full as they fall due.  Accordingly,  the financial
statements have been prepared on a going concern basis of accounting.

2.  ADOPTION OF NEW ACCOUNTING STANDARDS

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections".
This Statement  rescinds FASB  Statement No. 4, Reporting  Gains and Losses from
Extinguishment  of Debt, and an amendment of that Statement,  FASB Statement No.
64,  Extinguishments  of Debt Made to Satisfy  Sinking-Fund  Requirements.  This
Statement also rescinds FASB Statement No. 44,  Accounting for Intangible Assets
of Motor Carriers.  This Statement amends FASB Statement No. 13,  Accounting for
Leases,  to  eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions.   This  Statement   also  amends  other   existing   authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe  their  applicability  under  changed  conditions.  This  statement  is
generally for  transactions  occurring  after May 15, 2002. The adoption of SFAS
No. 144 by the  Company  did not have any impact on the  Company's  consolidated
results of operations, financial position or liquidity.


                                      F-33
<PAGE>

In July  2002,  the  Financial  Accounting  Standards  Board  issued  SFAS  146,
"Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146").
The Statement  requires  companies to recognize  costs  associated  with exit or
disposal  activities  when  they  are  incurred  rather  than  at the  date of a
commitment to an exit or disposal plan.  SFAS 146 will be applied by the Company
prospectively to exit or disposal activities initiated after December 31, 2002.

3.   NEWBUILDINGS

(in thousands of $)                                      June 30,   December 31,
                                                         2002       2001

Purchase price installments at end of period             227,135    129,864
Interest and other costs capitalized at end of period      7,081      2,992
- -------------------------------------------------------------------------------
                                                         234,216    132,856
===============================================================================

The  Company  has  contracts  to build four new LNG  carriers at a total cost of
$658.9 million, excluding financing costs. As at June 30, 2002, the installments
for these vessels were due to be paid as follows:

(in millions of $)

Paid in 18 months to June 30, 2002                                  227.1
Payable in six months to December 31, 2002                           57.3
Payable in 12 months to December 31, 2003                           198.4
Payable in 12 months to December 31, 2004                           176.1
                                                                    -----
                                                                    658.9
                                                                    =====

At June 30, 2002,  the Company did not have  facilities  in place to finance its
entire  newbuilding  program.  As of October 11, 2002 the Company had total loan
facilities of $304 million, to finance its newbuilding program. These consist of
a $180 million facility from Lloyds TSB Bank Plc ( $162 million is in respect of
the  contract  cost and the balance is for  associated  finance  costs and other
sundry items) of which $129.6 million has been drawn down to finance newbuilding
installments,  $64.0  million from a related  party,  Greenwich,  of which $49.0
million has been drawn down and a $60 million facility from certain of the Golar
LNG facility  lenders.  The Company will then  require  additional  financing of
approximately  $316  million  to  fund  all  of  its  newbuilding   construction
commitments.

Since June 30,  2002 the  Company  has  rescheduled  certain of its  installment
payments for its newbuildings. This rescheduling is in consideration of interest
payable to the relevant shipyards on the outstanding amount at rates between six
and eight per cent per annum.  This has resulted in the  installments due in the
six months to December 31, 2002 and years ended December 31, 2003 and 2004 being
changed to $57.3 million, $198.4 million and $176.1 million respectively.


                                      F-34
<PAGE>

4.  DEBT

In the six month period from  January 1, 2002 to June 30, 2002,  the Company has
drawn down  additional  debt and the debt  outstanding  at June 30,  2002 was as
follows:

(in thousands of $)                                      June 30,   December 31,
                                                          2002      2001

Total long-term debt due to third parties                 635,819    524,329
Total long-term debt due to related parties                32,703          -
Total short-term debt due to related parties               16,259     85,278
- ----------------------------------------------------------------------------
Total debt                                                684,781    609,607
Less: current portion of long-term debt
due to third parties                                      (42,341)   (41,053)

Less: current portion of long-term debt and
short-term debt due to related parties                    (16,259)   (85,278)
- ----------------------------------------------------------------------------
                                                          626,181    483,276
============================================================================

The outstanding debt as of June 30, 2002 is repayable as follows:

Year ending December 31,
(in thousands of $)

2002 (six months to December 31, 2002)                                36,901
2003                                                                  77,142
2004                                                                  46,532
2005                                                                  50,133
2006                                                                  59,494
2007 and later                                                       414,579
- ----------------------------------------------------------------------------
Total                                                                684,781
============================================================================

In  September  2002  Greenwich  Holdings  Ltd, a related  party,  confirmed  the
availability  of an extension of its outstanding  loans,  totaling $49.0 million
until December 2003, should this be required.

At June 30, 2002, the debt of the Company comprised the following:

(in thousands of $)

Greenwich loans                                                       48,962
Mazo facility                                                        198,917
Golar LNG facility                                                   305,000
Lloyds TSB facility                                                  131,902
- -----------------------------------------------------------------------------
                                                                     684,781
=============================================================================

5. RELATED PARTY TRANSACTIONS

In  March  2002  the  Company  repaid  loans  from  Greenwich  Holdings  Limited
("Greenwich") totaling $52.6 million. Greenwich is a company affiliated with Mr.
John  Fredriksen,  who indirectly  controls the Company's  largest  shareholder,
Osprey Maritime Limited.


                                      F-35
<PAGE>

In June 2002,  Golar  obtained $16.3 million in loan finance from  Greenwich,  a
related party, by way of an addendum to an existing loan agreement in respect of
newbuilding  hull  numbers  1460  and  2220  in  order  to  finance  the  second
installment  due on  newbuilding  hull number 1444. In  connection  with this, a
subsidiary of Golar has  guaranteed a loan of $16.3 million made to Greenwich by
Nordea and Den norske Bank ASA and has entered into an  assignment  and security
agreement  in  respect of its  shipbuilding  contract  with Den  norske  Bank as
security agent. No consideration has been paid by Greenwich for the provision of
the  guarantee.  This addendum also extended the repayment  date of the original
loan, $32.7 million,  from August 2002 until August 2003. The additional loan of
$16.3 million is available  for a period of four months and bears  interest at a
rate of LIBOR plus 2.625 per cent.  This rate also applies to the original $32.7
million from June 2002.  The rate  increases to LIBOR plus three per cent on any
amounts still  outstanding as at February 20, 2003. The Company paid directly to
the lenders a non-refundable arrangement fee of $323,000 in respect of this loan
amendment.  The rate of interest that Greenwich pays to the banks  providing the
above facilities is LIBOR plus 1.625 per cent.

In the six months ended June 30, 2002 the Company paid interest of $1,230,560 to
Greenwich in respect of loan finance  received.  As at June 30, 2002 $661,392 of
the interest due to Greenwich was outstanding.

In the six months ended June 30, 2002 Frontline  Management (Bermuda) Limited, a
subsidiary of Frontline Ltd. ("Frontline") has provided services to the company.
These services include management support, corporate services and administrative
services. In the six months ended June 30, 2002, management fees to Frontline of
$177,750 have been  incurred by Golar.  As at June 30, 2002 an amount of $92,000
was due to Frontline in respect of these fees and costs incurred. Frontline is a
publicly listed company.  Its principal  shareholder is Hemen Holding Limited, a
company indirectly controlled by John Fredriksen.

In the six months ended June 30, 2002 Seatankers  Management Co. Ltd.,  which is
indirectly   controlled  by  Mr.  John   Fredriksen,   has  provided   insurance
administration  services to the Company.  In the six months ended June 30, 2002,
management fees to Seatankers of $10,000 have been incurred by Golar. As at June
30,  2002 an amount of $10,000  was due to  Seatankers  in respect of these fees
incurred.

Golar Management  holds a promissory note executed by Mr. McDonald,  Chairman of
Golar  Management  and Technical  Director,  on April 21, 1998,  under which Mr.
McDonald  promises to pay to Golar Management the principal sum of (pound)20,900
in monthly  installments of (pound)317.55.  The note carries an interest rate of
three per cent and an acceleration clause in the event Mr. McDonald's employment
with us is terminated  for any reason or in the event of a default on payment by
Mr.  McDonald.  Payments  under the note commenced in May 1998 and the principal
balance as of June 30, 2002 was (pound)6,789 or approximately $10,400.

Management believes transactions with related parties are under terms similar to
those that would be arranged with other parties.

6. SUBSEQUENT EVENTS

In July 2002, the Company  announced that it had reached  agreement with British
Gas to extend the  charter  of the Golar  Freeze for a period of five years upon
the expiration of the current charter in March 2003.

In September 2002,  Greenwich  confirmed the availability of an extension to the
loan facility in respect of hull numbers 1460,  2220 and 1444.  The total amount
drawn down under this  facility  of $49.0  million  can remain  outstanding,  if
required,  until December 2003.  Greenwich also confirmed the availability of an
additional  $15 million  facility  for the payment of  newbuilding  installments
should it be required.

In October 2002,  the Company  signed a loan agreement with certain of the Golar
LNG facility lenders in respect of a facility in the amount of up to $60 million
to be secured on the  Company's  existing  five  wholly-owned  vessels as second
priority charges.  The agreement allows us to draw down a maximum of $60 million
to assist in the financing of our newbuilding installment payments.


                                      F-36

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>a2094458zex-1_1.txt
<DESCRIPTION>EXHIBIT 1.1
<TEXT>
<Page>

                                                                     EXHIBIT 1.1

FORM No.2

[LOGO]

                                     BERMUDA

                             THE COMPANIES ACT 1981

             MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES
                              Section 7(1) and (2)

                            MEMORANDUM OF ASSOCIATION

                                       OF

                                GOLAR LNG LIMITED
- --------------------------------------------------------------------------------
                   (hereinafter referred to as "the Company")

1.     The liability of the members of the Company is limited to the amount (if
       any) for the time being unpaid on the shares respectively held by them.

2.     We, the undersigned, namely,


<Table>
<Caption>
Name and Address                          Nationality       Number of Shares           Bermudian Status
                                                               Subscribed                 (Yes or No)
<S>                                         <C>                     <C>                       <C>
A. Shaun Morris
Cedar House
41 Cedar Avenue
Hamilton HM 12, Bermuda                     British                 1                         Yes

Rachael M. Larhan
Cedar House
41 Cedar Avenue
Hamilton HM 12, Bermuda                     British                 1                         Yes

Donna S. Outerbridge
Cedar House
41 Cedar Avenue
Hamilton HM 12, Bermuda                     British                 1                         Yes

Joy F. Thompson
Cedar House
41 Cedar Avenue
Hamilton HM 12, Bermuda                     British                 1                         Yes
</Table>

do hereby respectively agree to take such number of shares of the Company as may
be allotted to us respectively by the provisional directors of the Company, not
exceeding the number of shares for which we have respectively subscribed, and to
satisfy such calls as may be made by the directors, provisional directors or
promoters of the Company in respect of the shares allotted to us respectively.

<Page>

3.     The Company is to be a Exempted Company as defined by the Companies Act
       1981.

4.     The company, with the consent of the Minister of Finance, has power to
       hold land situate in Bermuda not exceeding _____in all, including the
       following parcels:-

       Not applicable.

5.     The authorised share capital of the Company is US$12,000.00 divided into
       12,000 shares of US$1.00 each.

       The minimum subscribed share capital of the Company is $12,000.00 in the
       United States currency.

6.     The objects for which the Company is formed and incorporated are:-

       As set forth in paragraphs (b) to (n) and (p) to (u) inclusive of the
       Second Schedule to the Companies Act 1981.

7.     The Company has the powers set out in The Schedule annexed hereto.

<Page>

                                THE COMPANIES ACT

                                 SECOND SCHEDULE                 (section 11(2))


       Subject to Section 4A, a company may by reference include in its
memorandum any of the following objects, that is to say the business of -

(a)    insurance and re-insurance of all kinds;

(b)    packaging of goods of all kinds;

(c)    buying, selling and dealing in goods of all kinds;

(d)    designing and manufacturing of goods of all kinds;

(e)    mining and quarrying and exploration for metals, minerals, fossil fuels
       and precious stones of all kinds and their preparation for sale or use;

(f)    exploring for, the drilling for, the moving, transporting and refining
       petroleum and hydro carbon products including oil and oil products;

(g)    scientific research including the improvement, discovery and development
       of processes, inventions, patents and designs and the construction,
       maintenance and operation of laboratories and research centres;

(h)    land, sea and air undertakings including the land, ship and air carriage
       of passengers, mails and goods of all kinds;

(i)    ships and aircraft owners, managers, operators, agents, builders and
       repairers;

(j)    acquiring, owning, selling, chartering, repairing or dealing in ships and
       aircraft;

(k)    travel agents, freight contractors and forwarding agents;

(l)    dock owners, wharfingers, warehousemen;

(m)    ship chandlers and dealing in rope, canvas oil and ship stores of all
       kinds;

(n)    all forms of engineering;

(o)    developing, operating, advising or acting as technical consultants to any
       other enterprise or business;

(p)    farmers, livestock breeders and keepers, graziers, butchers, tanners and
       processors of and dealers in all kinds of live and dead stock, wool,
       hides, tallow, grain, vegetables and other produce;

<Page>

(q)    acquiring by purchase or otherwise and holding as an investment
       inventions, patents, trade marks, trade names, trade secrets, designs and
       the like;

(r)    buying, selling, hiring, letting and dealing in conveyances of any sort;
       and

(s)    employing, providing, hiring out and acting as agent for artists, actors,
       entertainers of all sorts, authors, composers, producers, directors,
       engineers and experts or specialists of any kind;

(t)    to acquire by purchase or otherwise and hold, sell, dispose of and deal
       in real property situated outside Bermuda and in personal property of all
       kinds wheresoever situated;

(u)    to enter into any guarantee, contract of indemnity or suretyship and to
       assure, support or secure with or without consideration or benefit the
       performance of any obligations of any person or persons and to guarantee
       the fidelity of individuals filling or about to fill situations of trust
       or confidence;

(v)    to be and carry on business of a mutual fund within the meaning of
       section 156A.

       Provided that none of these objects shall enable the company to carry on
       restricted business activity as set out in the Ninth Schedule except with
       the consent of the Minister.

<Page>



Signed by each subscriber in the presence of at least one witness attesting the
signature thereof:-


/s/ [ILLEGIBLE]                                          /s/  Dionne Hackett
- ----------------------------                        ----------------------------

/s/ [ILLEGIBLE]                                          /s/  Dionne Hackett
- ----------------------------                        ----------------------------

/s/ [ILLEGIBLE]                                          /s/  Dionne Hackett
- ----------------------------                        ----------------------------

/s/ [ILLEGIBLE]                                          /s/  Dionne Hackett
- ----------------------------                        ----------------------------

    (Subscribers)                                            (Witnesses)


SUBSCRIBED this 9th day of May, 2001.

<Page>



STAMP DUTY (To be affixed)
Not Applicable

<Page>

                                  The Schedule

           (REFERRED TO IN CLAUSE 7 OF THE MEMORANDUM OF ASSOCIATION)

(a)    to borrow and raise money in any currency or currencies and to secure or
       discharge any debt or obligation in any manner and in particular (without
       prejudice to the generality of the foregoing) by mortgages of or charges
       upon all or any part of the undertaking; property and assets (present and
       future) and uncalled capital of the company or by the creation and issue
       of securities;

(b)    to enter into any guarantee, contract of indemnity or suretyship and in
       particular (without prejudice to the generality of the foregoing) to
       guarantee, support or secure, with or without consideration, whether by
       personal obligation or by mortgaging or charging all or any part of the
       undertaking, property and assets (present and future) and uncalled
       capital of the company or by both such methods or in any other manner,
       the performance of any obligations or commitments of, and the repayment
       or payment of the principal amounts of and any premiums, interest,
       dividends and other moneys payable on or in respect of any securities or
       liabilities of, any person, including (without prejudice to the
       generality of the foregoing) any company which is for the time being a
       subsidiary or a holding company of the company or another subsidiary of a
       holding company of the company or otherwise associated with the company;

(c)    to accept, draw, make, create, issue, execute, discount, endorse,
       negotiate and deal in bills of exchange, promissory notes, and other
       instruments and securities, whether negotiable or otherwise;

(d)    to sell, exchange, mortgage, charge, let on rent, share of profit,
       royalty or otherwise, grant licences, easements, options, servitudes and
       other rights over, and in any other manner deal with or dispose of, all
       or any part of the undertaking, property and assets (present and future)
       of the company for any consideration and in particular (without prejudice
       to the generality of the foregoing) for any securities;

(e)    to issue and allot securities of the company for cash or in payment or
       part payment for any real or personal property purchased or otherwise
       acquired by the company or any services rendered to the company or as
       security for any obligation or amount (even if less than the nominal
       amount of such securities) or for any other purpose;

(f)    to grant pensions, annuities, or other allowances, including allowances
       on death, to any directors, officers or employees or former directors,
       officers or employees of the company or any company which at any time is
       or was a subsidiary or a holding company or another subsidiary of a
       holding company of the company or otherwise associated with the company
       or of any predecessor in business of any of them, and to the relations,
       connections or dependants of any such persons, and to other persons whose
       service or services have directly or indirectly been of

<Page>

                             THE COMPANIES ACT 1981

                                 FIRST SCHEDULE                  (section 11(1))

A company limited by shares, or other company having a share capital, may
exercise all or any of the following powers subject to any provision of law or
its memorandum -

(1)    [REPEALED BY 1992:51]

(2)    to acquire or undertake the whole or any part of the business, property
       and liabilities of any person carrying on any business that the company
       is authorised to carry on;

(3)    to apply for, register, purchase, lease, acquire, hold, use, control,
       license, sell, assign, or dispose of patents, patent rights, copyrights,
       trade marks, formulae, licences, inventions, processes, distinctive marks
       and similar rights;

(4)    to enter into partnership or into any arrangement for sharing of profits,
       union of interests, co-operation, joint venture, reciprocal concession or
       otherwise with any person carrying on or engaged in or about to carry on
       or engage in any business or transaction that the company is authorised
       to carry on or engage in or any business or transaction capable of being
       conducted so as to benefit the company;

(5)    to take or otherwise acquire and hold securities in any other body
       corporate having objects altogether or in part similar to those of the
       company or carrying on any business capable of being conducted so as to
       benefit the company;

(6)    subject to section 96 to lend money to any employee or to any person
       having dealings with the company or with whom the company proposes to
       have dealings or to any other body corporate any of whose shares are held
       by the company;

(7)    to apply for, secure or acquire by grant, legislative enactment,
       assignment, transfer, purchase or otherwise and to exercise, carry out
       and enjoy any charter, license, power, authority, franchise, concession,
       right or privilege, that any government or authority or any body
       corporate or other public body may be empowered to grant, and to pay for,
       aid in and contribute toward

<Page>

       carrying it into effect and to assume any liabilities or obligations
       incidental thereto;

(8)    to establish and support or aid in the establishment and support of
       associations, institutions, funds or trusts for the benefit of employees
       or former employees of the company or its predecessors, or the dependants
       or connections of such employees or former employees, and grant pensions
       and allowances, and make payments towards insurance or for any object
       similar to those set forth in this paragraph, and to subscribe or
       guarantee money for charitable, benevolent, educational or religious
       objects or for any exhibition or for any public, general or useful
       objects;

(9)    to promote any company for the purpose of acquiring or taking over any of
       the property and liabilities of the company of for any other purpose that
       may benefit the company;

(10)   to purchase, lease, take in exchange, hire or otherwise acquire any
       personal property and any rights or privileges that the company considers
       necessary or convenient for the purposes of its business;

(11)   to construct, maintain, alter, renovate and demolish any buildings or
       works necessary or convenient for its objects;

(12)   to take land in Bermuda by way of lease or letting agreement for a term
       not exceeding fifty years, being land BONA FIDE required for the purposes
       of the business of the company and with the consent of the Minister
       granted in his discretion to take land in Bermuda by way of lease or
       letting agreement for a term not exceeding twenty-one years in order to
       provide accommodation or recreational facilities for its officers and
       employees and when no longer necessary for any of the above purposes to
       terminate or transfer the lease or letting agreement;

(13)   expect to the extent, if any, as may be otherwise expressly provided in
       its incorporating Act or memorandum and subject to this Act every company
       shall have power to invest the moneys of the Company by way of mortgage
       of real or personal property of every description in Bermuda or elsewhere
       and to sell, exchange, vary, or dispose of such mortgage as the company
       shall from time to time determine;

(14)   to construct, improve, maintain, work, manage, carry out or control any
       roads, ways, tramways, branches or sidings, bridges, reservoirs,
       watercourses, wharves, factories, warehouses, electric works, shops,
       stores and other works and conveniences that may advance the interests of
       the

<Page>

       company and contribute to, subsidise or otherwise assist or take part in
       the construction, improvement, maintenance, working, management, carrying
       out or control thereof;

(15)   to raise and assist in raising money for, and aid by way of bonus, loan,
       promise, endorsement, guarantee or otherwise, any person and guarantee
       the performance or fulfilment of any contracts or obligations of any
       person, and in particular guarantee the payment of the principal of and
       interest on the debt obligations of any such person;

(16)   to borrow or raise or secure the payment of money in such manner as "the
       company may think fit;

(17)   to draw, make, accept, endorse, discount, execute and issue bills of
       exchange, promissory notes, bills of lading, warrants and other
       negotiable or transferable instruments;

(18)   when properly authorised to do so, to sell, lease, exchange or otherwise
       dispose of the undertaking of the company or any part thereof as an
       entirety or substantially as an entirety for such consideration as the
       company thinks fit;

(19)   to sell, improve, manage, develop, exchange, lease, dispose of, turn to
       account or otherwise deal with the property of the company in the
       ordinary course of its business;

(20)   to adopt such means of making known the products of the company as may
       seem expedient, and in particular by advertising, by purchase and
       exhibition of works of art or interest, by publication of books and
       periodicals and by granting prizes and rewards and making donations;

(21)   to cause the company to be registered and recognised in any foreign
       jurisdiction, and designate persons therein according to the laws of that
       foreign jurisdiction or to represent the company and to accept service
       for and on behalf of the company of any process or suit;

(22)   to allot and issue fully-paid shares of the company in payment or part
       payment of any property purchased or otherwise acquired by the company or
       for any past services performed for the company;

(23)   to distribute among the members of the company in cash, kind, specie or
       otherwise as may be resolved, by way of dividend, bonus or in any other
       manner considered advisable, any property of the company, but not so as
       to decrease the capital of the company unless the distribution is made
       for the

<Page>

       purpose of enabling the company to be dissolved or the distribution,
       apart from this paragraph, would be otherwise lawful;

(24)   to establish agencies and branches;

(25)   to take or hold mortgages, hypothecs, liens and charges to secure payment
       of the purchase price, or of any unpaid balance of the purchase price, of
       any part of the property of the company of whatsoever kind sold by the
       company, or for any money due to the company from purchasers and others
       and to sell or otherwise dispose of any such mortgage, hypothec, lien or
       charge;

(26)   to pay all costs and expenses of or incidental to the incorporation and
       organization of the company;

(27)   to invest and deal with the moneys of the company not immediately
       required for the objects of the company in such manner as may be
       determined;

(28)   to do any of the things authorised by this Schedule and all things
       authorised by its memorandum as principals, agents, contractors, trustees
       or otherwise, and either alone or in conjunction with others;

(29)   to do all such other things as are incidental or conducive to the
       attainment of the objects and the exercise of the powers of the company.

Every company may exercise its powers beyond the boundaries of Bermuda to the
extent to which the laws in force where the powers are sought to be exercised
permit.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.2
<SEQUENCE>4
<FILENAME>a2094458zex-1_2.txt
<DESCRIPTION>EXHIBIT 1.2
<TEXT>
<Page>

                                                                     EXHIBIT 1.2

                                    BYE-LAWS

                                       of

                                GOLAR LNG LIMITED


I HEREBY CERTIFY that the within written Bye-Laws are a true copy of the
Bye-Laws of Golar LNG Limited as subscribed by the subscribers to the Memorandum
of Association and approved at the Statutory meeting of the above Company on the
10 May 2001.


                                                            /s/ [ILLEGIBLE]

                                                               Secretary


                                                                          [SEAL]


                                   Prepared by
                         Messrs Appleby Spurling & Kempe
                                   Cedar House
                                 41 Cedar Avenue
                                Hamilton, Bermuda

<Page>

INTERPRETATION

1. In these Bye-Laws unless the context otherwise requires-

- -    "Associate" means:

(a)  in respect of an individual, such individual's spouse, former spouse,
     sibling, aunt, uncle, nephew, niece or lineal ancestor or descendant,
     including any step-child and adopted child and their issue and step parents
     and adoptive parents and their issue or lineal ancestors;

(b)  in respect of an individual, such individual's partner and such partner's
     relatives (within the categories set out in (a) above);

(c)  in respect of an individual or body corporate, an employer or employee
     (including, in relation to a body corporate, any of its directors or
     officers);

(d)  in respect of a body corporate, any person who controls such body
     corporate, and any other body corporate if the same person has control of
     both or if a person has control of one and persons who are his Associates,
     or such person and persons who are his Associates, have control of the
     other, or if a group of two or more persons has control of each body
     corporate, and the groups either consist of the same persons or could be
     regarded as consisting of the same persons by treating (in one or more
     cases) a member of either group as replaced by a person of whom he is an
     Associate. For the purposes of this paragraph, a person has "control" of a
     body corporate if either (i) the directors of the body corporate or of any
     other body corporate which has control of it (or any of them) are
     accustomed to acting in accordance with his instructions or (ii) he is
     entitled to exercise, or control the exercise of, one-third or more of the
     votes attaching to all of the issued shares of the body corporate or of
     another body corporate which has control of it (provided that where two or
     more persons acting in concert satisfy either of the above conditions, they
     are each to be taken as having control of the body corporate);

- -    "Bermuda" means the Islands of Bermuda;

- -    "Board" means the Board of Directors of the Company or the Directors
     present at a meeting of Directors at which there is a quorum;

- -    "Business Day" means a day on which banks are open for the transaction of
     general banking business in each of Oslo, Norway, New York, USA and
     Hamilton, Bermuda;

- -    "Company" means the company incorporated in Bermuda under the name of Golar
     LNG Limited on the 10th day of May, 2001;

- -    "Companies Acts" means every Bermuda statute from time to time in force
     concerning limited companies insofar as the same applies to the Company;

- -    "Extraordinary Resolution" means a resolution passed by a majority of not
     less than two-thirds of the votes cast at a general meeting of the Company;

                                      - 1 -
<Page>

- -    "Listing Exchange" means any stock exchange or quotation system upon which
     any of the shares of the Company are listed from time to time;

- -    "Ordinary Resolution" means a resolution passed by a simple majority of
     votes cast at a general meeting of the Company;

- -    "Oslo Stock Exchange" means the Oslo Stock Exchange;

- -    "paid up" means paid up or credited as paid up;

- -    "Register" means the Register of Shareholders of the Company and includes
     any branch Register;

- -    "Registered Office" means the registered office for the time being of the
     Company;

- -    "Registrar" means Christiania Bank og Kreditkasse ASA, Verdipapirservice,
     or such other person or body corporate who may from time to time be
     appointed by the Board in place of Christiania Bank og Kreditkasse ASA,
     Verdipapirservice, as Registrar of the Company under these Bye-laws;

- -    "Registration Office" means the place where the Board may from time to time
     determine to keep a branch Register of Shareholders and where (except in
     cases where the Board otherwise directs) the transfer and documents of
     title are to be lodged for registration;

- -    "Seal" means the common seal of the Company and includes any duplicate
     thereof;

- -    "Secretary" includes a temporary or assistant Secretary and any person
     appointed by the Board to perform any of the duties of the Secretary; 3

- -    "Shareholder" means a shareholder of the Company;

- -    "these Bye-Laws" means these Bye-Laws in their present form or as from time
     to time amended;

- -    "VPS" means "Verdipapirsentralen", the computerized central share registry
     maintained in Oslo, Norway for bodies corporate whose shares are listed for
     trading on the Oslo Stock Exchange, and includes any successor registry;

- -    for the purpose of these Bye-Laws a body corporate shall be deemed to be
     present in person if its representative duly authorized pursuant to the
     Companies Acts is present;

- -    words importing the singular number also include the plural number and vice
     versa;

- -    words importing the masculine gender also include the feminine and neuter
     genders respectively;

- -    words importing persons also include companies and associations or bodies
     of persons, whether corporate or unincorporated;

- -    references to writing shall include typewriting, printing, lithography,
     facsimile, photography and other modes of reproducing or reproducing words
     in a legible and non-transitory form;

                                      - 2 -
<Page>

- -    unless otherwise defined herein, any words or expressions defined in the
     Companies Acts in force at the date when these Bye-Laws or any part thereof
     are adopted shall bear the same meaning in these Bye-Laws or such part (as
     the case may be);

- -    headings in these Bye-Laws are inserted for convenience of reference only
     and shall not affect the construction thereof.

REGISTERED OFFICE

2. The Registered Office shall be at such place in Bermuda as the Board shall
from time to time appoint.

SHARE RIGHTS

3. Subject to the Companies Acts and any special rights conferred on the holders
of any other share of class of shares, any share in the Company may be issued
with or have attached thereto such preferred, deferred, qualified or other
special rights or such restrictions, whether in regard to dividend, voting,
return of capital or otherwise, as the Company may by Ordinary Resolution
determine.

4. Subject to the Companies Acts, any preference shares may, with the sanction
of an Ordinary Resolution, be issued on terms:

(a)  that they are to be redeemed on the happening of a specified event or on a
     given date; and/or

(b)  that they are liable to be redeemed at the option of the Company; and/or

(c)  if authorized by the Memorandum/Incorporating Act of the Company, that they
     are liable to be redeemed at the option of the holder.

     The terms and manner of redemption shall be either as the Company may in
     general meeting determine or, in the event that the Company in general
     meeting may have so authorized, as the Board of Directors or any committee
     thereof may by resolution determine before the issuance of such shares.

MODIFICATION OF RIGHTS

5.   Subject to the Companies Acts, all or any of the rights for the time being
     attached to any class of shares for the time being issued may from time to
     time (whether or not the Company is being wound up) be altered or abrogated
     with the consent in writing of the holders of not less than seventy-five
     percent in nominal value of the issued shares of that class or with the
     sanction of a resolution passed by a majority of seventy-five percent of
     the votes cast at a separate general meeting of the holders of such shares
     voting in person or by proxy. To any such separate general meeting, all the
     provisions of these Bye-Laws as to general meetings of the Company shall
     mutatis mutandis apply, but so that:

(a)  the necessary quorum at any such meeting shall be two or more persons (or
     in the event that there is only one holder of the shares of the relevant
     class, one person) holding or representing by proxy in the aggregate at
     least one third in nominal value of the shares of the relevant class;

                                      - 3 -
<Page>

(b)  every holder of shares of the relevant class present in person or by proxy
     shall be entitled on a poll to one vote for every such share held by him;
     and

(c)  any holder of shares of the relevant class present in person or by proxy
     may demand a poll.

6.   The rights conferred upon the holders of any shares or class of shares
     shall not, unless otherwise expressly provided in the rights attaching to
     or the terms of issue of such shares, be deemed to be altered by the
     creation or issue of further shares ranking pari passu therewith.

SHARES

7. Subject to the provisions of these Bye-Laws, the unissued shares of the
Company (whether forming part of the original capital or any increased capital)
shall be at the disposal of the Board, which may offer, allot, grant options
over or otherwise dispose of them to such persons at such times and for such
consideration and upon such terms and conditions as the Board may determine.

8. The Board may in connection with the issue of any shares exercise all powers
of paying commission and brokerage conferred or permitted by law.

9. Except as ordered by a court of competent jurisdiction, as required by law or
as otherwise provided in these Bye-Laws, no person shall be recognized by the
Company as holding any share upon trust and the Company shall not be bound by or
required in any way to recognize (even when having notice thereon) any
equitable, contingent, future or partial interest in any share or any interest
in any fractional part of a share or any other right in respect of any share
except an absolute right to the entirety thereof in the registered holder.

10. No shares shall be issued until they are fully paid except as may be
prescribed by an Ordinary Resolution.

CERTIFICATES

11. The preparation, issue and delivery of certificates shall be governed by the
Companies Acts. A person whose name is entered in the Register as the holder of
any shares shall be entitled to receive within two months of a demand for same a
certificate for such shares under the Seal of the Company as prima facie
evidence of title of such person to such shares. In the case of a share held
jointly by several persons, delivery of a certificate for such share to one of
several joint holders shall be sufficient delivery to all.

12. If a share certificate is defaced, lost or destroyed it may be replaced
without fee but on such terms (if any) as to evidence, indemnity and payment of
the costs and out of pocket expenses of the Company in investigating such
evidence and preparing such indemnity as the Board may think fit and, in case of
defacement, on delivery of the old certificate to the Company.

                                      - 4 -
<Page>

13. All certificates for share or loan capital or other securities of the
Company (other than letters of allotment, scrip certificates and other like
documents) shall, except to the extent that the terms and conditions for the
time being relating thereto otherwise provide, be issued under the Seal. The
Board may by resolution determine, either generally or in any particular case,
that any signatures on any such certificates need not be autographic but may be
affixed to such certificates by mechanical means or may be printed thereon or
that such certificates need not be signed by any persons.

LIEN

14. The Company shall have a first and paramount lien on every share (not being
a fully paid share) for all moneys, whether presently payable or not, called or
payable, at a date fixed by or in accordance with the terms of issue of such
share in respect of such share, and the Company shall also have a first and
paramount lien on every share (other than a fully paid share) standing
registered in the name of a Shareholder, whether singly or jointly with any
other person, for all the debts and liabilities of such Shareholder or his
estate to the Company, whether the same shall have been incurred before or after
notice to the Company of any interest of any person other than such Shareholder,
and whether the time for the payment or discharge of the same shall have
actually arrived or not, and notwithstanding that the same are joint debts or
liabilities of such Shareholder or his estate and any other person, whether a
Shareholder or not. The Companys lien on a share shall extend to all dividends
payable thereon. The Board may at any time, either generally or in any
particular case, waive any lien that has arisen or declare any share to be
wholly or in part exempt from the provisions of this Bye-Law.

15. The Company may sell, in such manner as the Board may think fit, any share
on which the Company has a lien, but no sale shall be made unless some sum in
respect of which the lien exists is presently payable nor until the expiration
of fourteen days after a notice in writing stating and demanding payment of the
sum presently payable and giving notice of the intention to sell in default of
such payment has been served on the holder for the time being of the share.

16. The net proceeds of sale by the Company of any shares on which it has a lien
shall be applied in or towards payment or discharge of the debt or liability in
respect of which the lien exists so far as the same is presently payable, and
any residue shall (subject to a like lien for debts or liabilities not presently
payable as existed upon the share prior to the sale) be paid to the holder of
the share immediately before such sale. For giving effect to any such sale the
Board may authorize some person to transfer the share sold to the purchaser
thereof. The purchaser shall be registered as the holder of the share and he
shall not be bound to see to the application of the purchase money nor shall his
title to the share be affected by any irregularity or invalidity in the
proceedings relating to the sale.

CALLS ON SHARES

17. The Board may from time to time make calls upon the Shareholders in respect
of any moneys unpaid on their shares (whether on account of the par value of the
shares or by way of premium) and not by the terms of issue thereof made payable
at a date fixed by or in accordance with such terms of issue, and each
Shareholder shall (subject to the Company serving upon him at least seven days
notice specifying the time or times and place of payment) pay to the Company at
the time or times and place so specified the amount called on his shares. A call
may be revoked or postponed as the Board may determine.

                                      - 5 -
<Page>

18. A call may be made payable by installments and shall be deemed to have been
made at the time when the resolution of the Board authorizing the call was
passed.

19. The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.

20. If a sum called in respect of the share shall not be paid before or on the
day appointed for payment thereof, the person from whom the sum is due shall pay
interest on the sum from the day appointed for the payment thereof to the time
of actual payment at such rate as the Board may determine, but the Board shall
be at liberty to waive payment of such interest wholly or in part.

21. Any sum which, by the terms of issue of a share, becomes payable on
allotment or at any date fixed by or in accordance with such terms of issue,
whether on account of the nominal amount of the share or by way of premium,
shall for all the purposes of these Bye-Laws be deemed to be a call duly made,
notified and payable on the date on which, by the terms of issue, the same
becomes payable and, in case of non- payment, all the relevant provisions of
these Bye-Laws as to payment of interest, forfeiture or otherwise shall apply as
if such sum had become payable by virtue of a call duly made and notified.

22. The Board may on the issue of shares differentiate between the allottees or
holders as to the amount of calls to be paid and the times of payment.

FORFEITURE OF SHARES

23. If a Shareholder fails to pay any call or installment of a call on the day
appointed for payment thereof, the Board may at any time thereafter during such
time as any part of such call or installment remains unpaid serve a notice on
him requiring payment of so much of the call or installment as is unpaid,
together with any interest which may have accrued.

24. The notice shall name a further day (not being less than fourteen days from
the date of the notice) on or before which, and the place where, the payment
required by the notice is to be made and shall state that, in the event of
non-payment on or before the day and at the place appointed, the shares in
respect of which such call is made or installment is payable will be liable to
be forfeited. The Board may accept the surrender of any share liable to be
forfeited hereunder and, in such case, reference in these Bye-Laws to forfeiture
shall include surrender.

25. If the requirements of any such notice as aforesaid are not compiled with,
any share in respect of which such notice has been given may at any time
thereafter, before payment of all calls or installments and interest due in
respect thereof has been made, be forfeited by a resolution of the Board to that
effect.

Such forfeiture shall include all dividends declared in respect of the forfeited
shares and not actually paid before the forfeiture.

26. When any share has been forfeited, notice of the forfeiture shall be served
upon the person who was before forfeiture the holder of the share; but no
forfeiture shall be in any manner invalidated by any omission or neglect to give
such notice as aforesaid.

                                      - 6 -
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27. A forfeited share shall be deemed to be the property of the Company and may
be sold, re-offered or otherwise disposed of either to the person who was,
before forfeiture, the holder thereof or entitled thereto or to any other person
upon such terms and in such manner as the Board shall think fit, and, at any
time before a sale, re-allotment or disposition, the forfeiture may be canceled
on such terms as the Board may think fit.

28. A person whose shares have been forfeited shall thereupon cease to be a
Shareholder in respect of the forfeited shares, but shall, notwithstanding the
forfeiture, remain liable to pay to the Company all moneys which at the date of
forfeiture were presently payable by him to the Company in respect of the shares
with interest thereon at such rate as the Board may determine from the date of
forfeiture until payment, and the Company may enforce payment without being
under any obligation to make any allowance for the value of the shares
forfeited.

29. An affidavit in writing that the deponent is a Director or the Secretary and
that a share has been duly forfeited on the date stated in the affidavit shall
be conclusive evidence of the facts therein stated as against all persons
claiming to be entitled to the share. The Company may receive the consideration
(if any) given for the share on the sale, re-allotment or disposition thereof
and the Board may authorize some person to transfer the share to the person to
whom the same is sold, re-allotted or disposed of, and he shall thereupon be
registered as the holder of the share and shall not be bound to see to the
application of the purchase money (if any) nor shall his title to the share be
affected by any irregularity or invalidity in the proceedings relating to the
forfeiture, sale, re-allotment or disposal of the share.

REGISTER OF SHAREHOLDERS

30. The Secretary shall establish and maintain the Register of Shareholders at
the Registered Office in the manner prescribed by the Companies Acts. Unless the
Board otherwise determines, the Register of Shareholders shall be open to
inspection in the manner prescribed by the Companies Acts between 10:00 a.m. and
12:00 noon on every working day. Unless the Board so determines, no Shareholder
or intending Shareholder shall be entitled to have entered in the Register any
indication of any trust or any equitable, contingent, future or partial interest
in any share or any interest in any fractional part of a share and if any such
entry exists or is permitted by the Board it shall not be deemed to abrogate any
of the provisions of Bye-Law 9.

31. Subject to the Companies Act, the Company may keep a branch Register of
Shareholders in any place, and the Board may make and vary such regulations as
it determines in respect of the keeping of any such Register and maintaining a
Registration Office in connection therewith.

REGISTER OF DIRECTORS AND OFFICERS

32. The Secretary shall establish and maintain a register of the Directors and
Officers of the Company as required by the Companies Acts. The register of
Directors and Officers shall be open to inspection in the manner prescribed by
the Companies Acts between 10:00 a.m. and 12:00 noon on every working day.

                                      - 7 -
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TRANSFER OF SHARES

33.  Subject to the Companies Acts and to such of the restrictions contained in
     these Bye-Laws as may be applicable and to the provisions of any applicable
     United States securities laws including without limitation the United
     States Securities Act, 1933, as amended, and the rules promulgated
     thereunder, any Shareholder may transfer all or any of his shares by an
     instrument of transfer in the usual common form or in any other form which
     the Board may approve

34.  The instrument of transfer of a share shall be signed by or on behalf of
     the transferor and, where any share is not fully-paid, the transferee. The
     transferor shall be deemed to remain the holder of the share until the name
     of the transferee is entered in the Register in respect thereof. Should the
     Company be permitted to do so under the laws of Bermuda, the Board may,
     either generally or in any particular case, upon request by the transferor
     or the transferee, accept mechanically or electronically (including a
     transfer by a London Stock Exchange nominee to whom no certificate was
     issued) executed transfer and may also make such regulations with respect
     to transfer in addition to the provisions of these Bye-Laws as it considers
     appropriate. The Board may, in its absolute discretion decline to register
     any transfer of any share which is not a fully-paid share.

- -    The Board shall decline to register the transfer of any share, and shall
     direct the Registrar to decline (and the Registrar shall decline) to
     register the transfer of any interest in any share held through the VPS, to
     a person where the Board is of the opinion that such transfer might breach
     any law or requirement of any authority or any Listing Exchange until it
     has received such evidence as it may require to satisfy itself that no such
     breach would occur.

- -    The Board may decline to register the transfer of any share, and may direct
     the Registrar to decline (and the Registrar shall decline if so requested)
     to register the transfer of any interest in any share held through the VPS,
     if the registration of such transfer would be likely, in the opinion of the
     Board, to result in fifty percent or more of the aggregate issued share
     capital of the Company or shares of the Company to which are attached fifty
     percent or more of the votes attached to all outstanding shares of the
     Company being held or owned directly or indirectly, (including, without
     limitation, through the VPS) by a person or persons resident for tax
     purposes in a jurisdiction which applies a controlled foreign company tax
     legislation or a similar tax regime which, in the Board's opinion, will
     have the effect that Shareholders are taxed individually for a proportion
     of the Company's profits (a "CFT Jurisdiction"), provided that this
     provision shall not apply to the registration of shares in the name of the
     Registrar as nominee of persons whose interests in such shares are
     reflected in the VPS, but shall apply, mutatis mutandis, to interests in
     shares of the Company held by persons through the VPS.

- -    For the purposes of this Bye-Law 34, each Shareholder (other than the
     Registrar in respect of those shares registered in its name in the Register
     as nominee of persons whose interests in such shares are reflected in the
     VPS) shall be deemed to be resident for tax purposes in the jurisdiction
     specified in the address shown in the Register for such Shareholder, and
     each person whose interests in shares are reflected in the VPS shall be
     deemed to be resident for tax purposes in the jurisdiction specified in the
     address shown in the VPS for such person. If such Shareholder or person is
     not resident for tax purpose in such jurisdiction or if there is a
     subsequent change in his residence for

                                      - 8 -
<Page>

     tax purposes, such Shareholder shall notify the Company immediately of his
     residence for tax purposes.

- -    Where any Shareholder or person whose interests in shares are reflected in
     the VPS fails to notify the Company in accordance with the foregoing, the
     Board and the Registrar may suspend sine die such Shareholder's or person's
     entitlement to vote or otherwise exercise any rights attaching to the
     shares or interests therein and to receive payments of income or capital
     which become due or payable in respect of such shares or interests and the
     Company shall have no liability to such Shareholder or person arising out
     of the late payment or non-payment of such sums and the Company may retain
     such sums for its own use and benefit. In addition to the foregoing the
     Board and the Registrar may dispose of the shares in the Company or
     interests herein of such Shareholder or person at the best price reasonably
     obtainable in all the circumstances. Where a notice informing such
     Shareholder or person of the proposed disposal of his shares or interests
     therein has been served, his shares or interest therein may not be
     transferred otherwise than in accordance with this Bye-Law 34 and any other
     purported transfer of such shares or interests therein shall not be
     registered in the books of the Company or the VPS and shall be null and
     void.

- -    The provision of these Bye-Laws relating to the protection of purchaser of
     shares sold under lien or upon forfeiture shall apply mutatis mutandis to a
     disposal of shares or interests therein by the Company or the Registrar in
     accordance with this Bye-Law.

- -    Without limiting the generality of the foregoing, the Board may also
     decline to register any transfer unless:-

     (i)   the instrument of transfer is duly stamped and lodged with the
           Company accompanied by the certificate for the shares to which it
           relates if any and such other evidence as the Board may reasonably
           require to show the right of the transferor to make the transfer;

     (ii)  the instrument of transfer is in respect of only one class of share;
           and

     (iii) where applicable, the permission of the Bermuda Monetary Authority
           with respect thereto has been obtained.

- -    Subject to any directions of the Board from time to time in force the
     Secretary may exercise the powers and discretion of the Board under this
     Bye-Law 34 and Bye-Laws 33 and 35.

- -    If fifty percent or more of the aggregate issued share capital of the
     Company or shares to which are attached fifty percent or more of the votes
     attached to all outstanding shares of the Company are found to be held or
     owned directly or indirectly (including, without limitation, through the
     VPS) by a person or persons resident for tax purposes in a CFT
     Jurisdiction, other than the Registrar in respect of those shares
     registered in its name in the Register as nominee of persons whose
     interests in such shares are reflected in the VPS, the Board shall make an
     announcement to such effect through the Listing Exchange(s), and the Board
     and the Registrar shall thereafter be entitled and required to dispose of
     such number of shares of the Company or interests therein held or owned by
     such persons as will result in the percentage of the aggregate issued share
     capital of the Company held or owned as aforesaid being less than fifty
     percent, and, for these purposes, the Board and the Registrar shall in such
     case dispose of shares or interests

                                      - 9 -
<Page>

     therein owned by persons resident for tax purposes in the CFT Jurisdiction
     in question on the basis that the shares or interests therein most recently
     acquired shall be the first to be disposed of (i.e. on the basis of last
     acquired first sold) save where there is a breach of the obligation to
     notify tax residency pursuant to the foregoing, in which event the shares
     or interests therein of the person in breach thereof shall be sold first.
     Shareholders shall not be entitled to raise any objection to the disposal
     of their shares, but the provisions of these Bye-Laws relating to the
     protection of purchasers of shares sold under lien or upon forfeiture shall
     apply mutatis mutandis to any disposal of shares or interests therein made
     in accordance with this Bye-Law.

35.  If the Board declines to register a transfer it shall, within sixty days
     after the date on which the instrument of transfer was lodged, send to the
     transferee notice of such refusal.

36.  No fee shall be charged by the Company for registering any transfer,
     probate, letters of administration, certificate of death or marriage, power
     of attorney, distringas or stop notice, order of court or other instrument
     relating to or affecting the title to any share, or otherwise making an
     entry in the Register relating to any share.

TRANSMISSION OF SHARES

37.  In the case of the death of a Shareholder, the survivor or survivors, where
     the deceased was a joint holder, and the estate representative, where he
     was sole holder, shall be the only person recognized by the Company as
     having any title to his shares; but nothing herein contained shall release
     the estate of a deceased holder (whether sole or joint) from any liability
     in respect of any share held by him solely or jointly with other persons.
     For the purpose of this Bye-Law 37, "estate representative" means the
     person to whom probate or letters of administration has or have been
     granted in Bermuda or, failing any such person, such other person as the
     Board may in its absolute discretion determine to be the person recognized
     by the Company for the purpose of this Bye-Law.

38. Any person becoming entitled to a share in consequence of the death of a
Shareholder or otherwise by operation of applicable law may, subject as
hereafter provided and upon such evidence being produced as may from time to
time be required by the Board as to his entitlement, either be registered
himself as the holder of the share or elect to have some person nominated by him
registered as the transferee thereof. If the person so becoming entitled elects
to be registered himself, he shall deliver or send to the Company a notice in
writing signed by him stating that he so elects. If he shall elect to have
another person registered, he shall signify his election by signing an
instrument of transfer of such share in favor of that other person. All the
limitations, restrictions and provisions of these Bye-Laws relating to the right
to transfer and the registration of transfer of shares shall be applicable to
any such notice or instrument of transfer as aforesaid as if the death of the
Shareholder or other event giving rise to the transmission had not occurred and
the notice or instrument of transfer was an instrument of transfer shared by
such Shareholder.

                                     - 10 -
<Page>

39. A person becoming entitled to a share in consequence of the death of a
Shareholder or otherwise by operation of applicable law shall (upon such
evidence being produced as may from time to time be required by the Board as to
his entitlement) be entitled to receive and may give a discharge for any
dividends or other moneys payable in respect of the share, but he shall not be
entitled in respect of the share to receive notices of or to attend or vote at
general meetings of the Company or, save as aforesaid, to exercise in respect of
the share any of the rights or privileges of a Shareholder until he shall have
become registered as the holder thereof. The Board may at any time give notice
requiring such person to elect either to be registered himself or to transfer
the share and if the notice is not complied with within sixty days the Board may
thereafter withhold payment of all dividends and other moneys payable in respect
of the shares until the requirements of the notice have been complied with.

40. Subject to any directions of the Board from time to time in force, the
Secretary may exercise the powers and discretions of the Board under Bye-Laws
37, 38 and 39.

INCREASE OF CAPITAL

42. The Company may from time to time increase its capital by such sum to be
divided into shares of such par value as the Company by Ordinary Resolution
shall prescribe.

44. The new shares shall be subject to all the provisions of these Bye-Laws with
reference to lien, the payment of calls, forfeiture, transfer, transmission and
otherwise.

ALTERATION OF CAPITAL

45. The Company may from time to time by Ordinary Resolution:

(a) divide its shares into several classes and attach thereto respectively any
preferential, deferred, qualified or special rights, privileges or conditions;

(b) consolidate and divide all or any of its share capital into shares of larger
par value than its existing shares;

(c) sub-divide its shares or any of them into shares of smaller amount than is
fixed by its memorandum, so, however, that in the sub-division the proportion
between the amount paid and the amount, if any, un paid on each reduced share
shall be the same as it was in the case of the share from which the reduced
share is derived;

(d) make provision for the issue and allotment of shares which do not carry any
voting rights;

(e) cancel shares which at the date of the passing of the resolution in that
behalf have not been taken or agreed to be taken by any person and diminish the
amount of its share capital by the amount of the shares so cancelled;

(f) change the currency denomination of its share capital.

Where any difficulty arises in regard to any division, consolidation, or
sub-division under this Bye-Law 45, the Board may settle the same as it thinks
expedient and, in particular, may arrange for the sale of the shares
representing fractions and the distribution of the net proceeds of sale in due
proportion amongst the Shareholders who would have been entitled to the
fractions, and, for this purpose, the Board may authorize some person to
transfer the shares representing fractions to the purchaser thereof, who shall
not be bound to see to the application of the purchase money nor shall his title
to the shares be affected by any irregularity or invalidity in the proceedings
relating to the sale.

                                     - 11 -
<Page>

46. Subject to the provisions of the Companies Act and to any confirmation or
consent required by law or these Bye-Laws, the Company may be Ordinary
Resolution from time to time convert any preference shares into redeemable
preference shares.

47.  The Company may from time to time purchase its own shares on such terms and
     in such manner as may be authorized by the Board of Directors, subject to
     the rules, if applicable, of the Listing Exchange(s).

     In the event the Company conducts a tender offer for its shares, any such
     offer which is made through the facilities of any or all Listing
     Exchange(s) shall be expressed as being conditional upon no Shareholders or
     persons resident for tax purposes in a CFT Jurisdiction owning or
     controlling fifty percent or more of the issued share capital or the votes
     attaching to the issued and outstanding share capital of the Company
     following such purchase.

     Any share so purchased shall be treated as cancelled, and the amount of the
     Company's issued share capital shall be diminished by the nominal value of
     the shares purchased, but such purchase shall not be taken as reducing the
     amount of the Company's authorized share capital.

REDUCTION OF CAPITAL

48. Subject to the Companies Acts, its memorandum and any confirmation or
consent required by law or these Bye-Laws, the Company may from time to time by
Ordinary Resolution authorize the reduction of its issued share capital or any
capital redemption reserve fund or any share premium or contributed surplus
account in any manner.

49. In relation to any such reduction the Company may be Ordinary Resolution
determine the terms upon which such reduction is to be effected, including, in
the case of a reduction of part only of a class of shares, those shares to be
affected.

GENERAL MEETINGS

50.  The Board shall convene and the Company shall hold general meetings as
     Annual General Meetings in accordance with the requirements of the
     Companies Acts at such times and places subject to the limitation set out
     below as the Board shall appoint. The Board may whenever it thinks fit, and
     shall when required by the Companies Acts, convene general meetings other
     than Annual General Meetings which shall be called Special General
     Meetings. Any such Annual or Special General Meeting shall be held at any
     place other than in a CFT Jurisdiction.

NOTICE OF GENERAL MEETINGS

51. An Annual General Meeting shall be called by not less than seven days notice
in writing and a Special General Meeting shall be called by not less than seven
days notice in writing. The notice period shall be exclusive of the day on which
the notice is served or deemed to be served and of the day on which the meeting
to which it relates is to be held and shall specify the place, day and time of
the meeting, and in the case of a Special General Meeting, the general nature of
the business to be considered. Notice of every general meeting shall be given in
any manner permitted by Bye-Laws 127 and 128 to all Share holders.
Notwithstanding that a meeting of the Company is called by shorter notice than
that specified in this Bye-Law, it shall be deemed to have been duly called if
it is so agreed:

                                     - 12 -
<Page>

(a) in the case of a meeting called as an Annual General Meeting by all the
Shareholders entitled to attend and vote thereat;

(b) in the case of any other meeting by a majority in number of the Shareholders
having the right to attend and vote at the meeting, being a majority together
holding not less than ninety-five percent in nominal value of the shares giving
that right; provided that notwithstanding any provision of these Bye-Laws, no
Shareholder shall be entitled to attend any general meeting unless notice in
writing of the intention to attend and vote in person or by proxy signed by or
on behalf of the Shareholder (together with the power of attorney or other
authority, if any, under which it is signed or a notarially certified copy
thereof) addressed to the Secretary is deposited (by post, courier, facsimile
transmission or other electronic means) at the Registered Office at least 48
hours before the time appointed for holding the general meeting or adjournment
thereof.

52. The accidental omission to give notice of a meeting or (in cases where
instruments of proxy are sent out with the notice) the accidental omission to
send such instrument of proxy to or the non-receipt of notice of a meeting or
such instrument of proxy by any person entitled to receive such notice shall not
invalidate the proceedings at that meeting.

53. The Board may convene a Special General Meeting whenever it thinks fit. A
Special General Meeting shall also be convened by the Board on the written
requisition of Shareholders holding at the date of the deposit of the
requisition not less than one tenth in nominal value of the paid-up capital of
the Company which as at the date of the deposit carries the right to vote at a
general meeting of the Company. The requisition must state the purposes of the
meeting and must be signed by the requisitionists and deposited at the
registered office of the Company, and may consist of several documents in like
form each signed by one or more of the requisitionists.

PROCEEDINGS AT GENERAL MEETING

54. No business shall be transacted at any general meeting unless the requisite
quorum is present when the meeting proceeds to business, but the absence of a
quorum shall not preclude the appointment, choice or election of a chairman
which shall not be treated as part of the business of the meeting. Save as
otherwise provided by these Bye-Laws, the quorum at any general meeting shall be
constituted by one or more shareholders, either present in person or represented
by proxy, holding in the aggregate shares carrying 33 1/3% of the voting rights
entitled to be exercised at such meeting.

55. If within five minutes (or such longer time as the chairman of the meeting
may determine to wait) - after the time appointed for the meeting, a quorum is
not present, the meeting, if convened on the requisition of Shareholders, shall
be dissolved. In any other case, it shall stand adjourned to such other day and
such other time and place as the chairman of the meeting may determine and at
such adjourned meeting two Shareholders or, in the event that there is only one
Shareholder, one Shareholder, present in person or by proxy (whatever the number
of shares held by them) shall be a quorum. The Company shall give not less than
five days notice of any meeting adjourned through want of a quorum and such
notice shall state that two Shareholders or, in the event that there is only one
Shareholder, one Shareholder, present in person or by proxy (whatever the number
of shares held by them) shall be a quorum.

                                     - 13 -
<Page>

56. A meeting of the Shareholders or any class thereof may be held by means of
such telephone, electronic or other communication facilities as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously and participation in such meeting shall
constitute presence in person at such meeting.

57. Each Director and the Company's auditor and Secretary shall be entitled to
attend and speak at any general meeting of the Company.

58. The Chairman (if any) of the Board or, in his absence, the President shall
preside as chairman at every general meeting. If there is no such Chairman or
President, or if at any meeting neither the Chairman nor the President is
present within five minutes after the time appointed for holding the meeting, or
if neither of them is willing to act as chairman, the Directors present shall
choose one of their number to act or if one Director only is present he shall
preside as chairman if willing to act. If no Director is present or if each of
the Directors present declines to take the chair, the persons present and
entitled to vote on a poll shall elect one of their number to be chairman.

59. The chairman of the meeting may, with the consent of those present at any
meeting at which a quorum is present (and shall if so directed by the meeting),
adjourn the meeting from time to time and from place to place but no business
shall be transacted at any adjourned meeting except business which might
lawfully have been transacted at the meeting from which the adjournment took
place. When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting.

60. Save as expressly provided by these Bye-Laws, it shall not be necessary to
give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.

VOTING

61. Save where as greater majority is required by the Companies Acts or these
Bye-Laws, any question proposed for consideration at any general meeting shall
be decided on by Ordinary Resolution.

62. The Board may, with the sanction of an Ordinary Resolution, amalgamate the
Company with another company (whether or not the Company is the surviving
company and whether or not such an amalgamation involves a change in the
jurisdiction of the Company).

63. At any general meeting, a resolution put to the vote of the meeting shall be
decided on a show of hands unless (before or on the declaration of the result of
the show of hands or on the withdrawal of any other demand for a poll) a poll is
demanded by;

(a) the chairman of the meeting; or

(b) at least three shareholders present in person or represented by proxy; or

(c) any shareholder or shareholders present in person or represented by proxy
and holding between them not less than one tenth of the total voting rights of
all the shareholders having the right to vote at such meeting; or

                                     - 14 -
<Page>

(d) a shareholder or shareholders present in person or represented by proxy
holding shares conferring the right to vote at such meeting, being shares on
which an aggregate sum has been paid up equal to at least one-tenth of the total
sum paid up on all such shares conferring such right.

Unless a poll is so demanded and the demand is not withdrawn, a declaration by
the chairman that a resolution has, on a show of hands, been carried or carried
unanimously or by a particular majority or not carried by a particular majority
or lost shall be final and conclusive, and an entry to that effect in the Minute
Book of the Company shall be conclusive evidence of the fact without proof of
the number of votes recorded for or against such resolution.

64. A poll demanded on the election of a chairman, or on a question of
adjournment, shall be taken forth with. A poll demanded on any other question
shall be taken in such manner and either forthwith or at such time (being not
later than three months after the date of the demand) and place as the chairman
shall direct. It shall not be necessary (unless the chairman otherwise directs)
for notice to be given of a poll.

65. The demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll has been
demanded and it may be withdrawn at any time before the close of the meeting or
the taking of the poll whichever is the earlier.

66. On a poll, votes may be cast either personally or by proxy.

67. A person entitled to more than one vote on a poll need not use all his votes
or cast all the votes he uses in the same way.

68. If a poll is duly demanded, the result of the poll shall be deemed to be the
resolution of the meeting at which the poll is demanded.

69. In the case of any equality of votes at a general meeting, whether on a show
of hands or on a poll, the chairman of such meeting shall not be entitled to a
second or casting vote.

70. Subject to the provisions of these Bye-Laws and to any special rights or
restrictions as to voting for the time being attached to any shares, every
Shareholder who is present in person or by proxy or proxies shall have one vote
for every share of which he is the holder.

71. In the case of joint holders of a share, the vote of the senior joint holder
who tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders, and for this purpose
seniority shall be determined by the order in which the names stand in the
Register in respect of the joint holding.

72. A Shareholder who is a patient for any purpose of any statute or applicable
law relating to mental health or in respect of whom an order has been made by
any Court having jurisdiction for the protection or management of the affairs of
persons incapable of managing their own affairs may vote by his receiver,
committee, curator bonis or other person in the nature of a receiver, committee
or curator bonis appointed by such Court and such receiver, committee, curator
bonis or other person may vote by proxy, and may otherwise act and be treated as
such Shareholder for the purpose of general meetings.

                                     - 15 -
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73. No Shareholder shall, unless the Board otherwise determines, be entitled to
vote at any general meeting unless all calls or other sums presently payable by
him in respect of shares in the Company have been paid.

74. If (i) any objection shall be raised to the qualification of any voter or
(ii) any votes have been counted which ought not to have been counted or which
might have been rejected or (iii) any votes are not counted which ought to have
been counted, the objection or error shall not vitiate the decision of the
meeting or adjourned meeting on any resolution unless the same is raised or
pointed out at the meeting or, as the case may be, the adjourned meeting at
which the vote objected to is given or tendered or at which the error occurs.
Any objection or error shall be referred to the chairman of the meeting and
shall only vitiate the decision of the meeting on any resolution if the chairman
decides that the same may have affected the decision of the meeting. The
decision of the chairman on such matters shall be final and conclusive.

PROXIES AND CORPORATE REPRESENTATIVES

75. A Shareholder may appoint one or more proxies to attend at a general meeting
of the Company and to vote on his behalf and proxies appointed by a single
Shareholder need not all exercise their vote in the same manner. The instrument
appointing a proxy shall be in writing under the hand of the appointor or of his
attorney authorized by him in writing or, if the appointor is a body corporate,
either under its seal or under the hand of an officer, attorney or other person
authorized to sign the same.

76. Any Shareholder may appoint a standing proxy or (if a body corporate)
representative by depositing at the Registered Office a proxy or (if a body
corporate) an authorization and such proxy or authorization shall be valid for
all general meetings and adjournments thereof until notice of revocation is
received at the Registered Office. Where a standing proxy or authorization
exists, its operation shall be deemed to have been suspended at any general
meeting or adjournment thereof at which the Shareholder is present or in respect
of which the Shareholder has specially appointed a proxy or representative. The
Board may from time to time require such evidence as it shall deem necessary as
to the due execution and continuing validity of any such standing proxy or
authorization and the operation of any such standing proxy or authorization
shall be deemed to be suspended until such time as the Board determines that it
has received the requested evidence or other evidence satisfactory to it.

77. Subject to Bye-Law 76, the instrument appointing a proxy together with such
other evidence as to its due execution as the Board may from time to time
require, shall be delivered at the Registered Office, at the place of the
meeting, or at such place as may be specified in the notice convening the
meeting or in any notice of any adjournment, or, in either case, in any document
sent therewith, prior to the holding of the meeting or adjourned meeting at
which the person named in the instrument proposes to vote or, in the case of a
poll taken subsequent to the date of a meeting or adjourned meeting, before the
time appointed for the taking of the poll and in default the instrument of proxy
shall not be treated as valid.

78. Instruments of proxy shall be in any common form or in such other form as
the Board may approve and the Board may, if it thinks fit, send out with the
notice of any meeting forms of instruments of proxy for use at that meeting. The
instrument of proxy shall be deemed to confer authority to vote on any amendment
of a resolution put to the meeting for which it is given as the proxy thinks
fit. The instrument of proxy shall unless the contrary is stated therein be
valid as well for any adjournment of the meeting as for the meeting to which it
relates.

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79. A vote given in accordance with the terms of an instrument of proxy shall be
valid notwithstanding the previous death or insanity of the principal or
revocation of the instrument of proxy or of the authority under which it was
executed, provided that no intimation in writing of such death, insanity or
revocation shall have been received by the Company at the Registered Office, the
place of the meeting or such other place as may be specified for the delivery of
instruments of proxy in the notice convening the meeting or other documents sent
therewith before the commencement of the meeting or adjourned meeting, or the
taking of the poll, at which the instrument of proxy is used.

80. Subject to the Companies Acts, the Board may at its discretion waive any of
the provisions of these Bye-Laws related to proxies or authorizations and, in
particular, may accept such verbal or other assurances as it thinks fit as to
the right of any person to attend and vote on behalf of any Shareholder at
general meetings.

APPOINTMENT AND REMOVAL OF DIRECTORS

82. The number of Directors shall be such number not less than two as the
Company by Ordinary Resolution may from time to time determine and each Director
shall hold office until the next annual general meeting following his election
or until his successor is elected.

83. The Company shall at the Annual General Meeting and may in a general meeting
by Ordinary Resolution determine the minimum and the maximum number of Directors
and may by Ordinary Resolution determine that one or more vacancies in the Board
shall be deemed casual vacancies for the purposes of these Bye-Laws. Without
prejudice to the power of the Company in any general meeting in pursuance of any
of the provisions of these Bye-Laws to appoint any person to be a Director, the
Board, so long as a quorum of Directors remains in office, shall have power at
any time and from time to time to appoint any individual to be a Director so as
to fill a casual vacancy.

84. The Company may in a Special General Meeting called for that purpose remove
a Director provided notice of any such meeting shall be served upon the Director
concerned not less than fourteen days before the meeting and he shall be
entitled to be heard at that meeting. Any vacancy created by the removal of a
Director at a Special General Meeting may be filled at the Meeting by the
election of another person as Director in his place or, in the absence of any
such election, by the Board.

RESIGNATION AND DISQUALIFICATION OF DIRECTORS

85. The office of a Director shall be vacated upon the happening of any of the
following events:

(a) if he resigns his office by notice in writing delivered to the Registered
Office or tendered at a meeting of the Board;

(b) if he becomes of unsound mind or a patient for any purpose of any statute or
applicable law relating to mental health and the Board resolves that he shall be
removed from office;

(c) if he becomes bankrupt or compounds with his creditors;

(d) if he is prohibited by law from being a Director; or

(e) if he ceases to be a Director by virtue of the Companies Acts or is removed
from office pursuant to these Bye-Laws.

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ALTERNATE DIRECTORS

86. (a) The Company may by Ordinary Resolution elect a person or persons
qualified to be Directors to act as Directors in the alternative to any of the
Directors of the Company or may authorize the Board to appoint such Alternate
Directors and a Director may appoint and remove his own Alternate Director.

Any appointment or removal of an Alternate Director by a Director shall be
effected by depositing a notice of appointment or removal with the Secretary at
the Registered Office, signed by such Director, and such appointment or removal
shall become effective on the date of receipt by the Secretary. Any Alternate
Director may be removed by Ordinary Resolution of the Company and, if appointed
by the Board, may be removed by the Board. Subject as aforesaid, the office of
Alternate Director shall continue until the next annual election of Directors
or, if earlier, the date on which the relevant Director ceases to be a Director.
An Alternate Director may also be a Director in his own right and may act as
alternate to more than one Director.

(b) A Director may at any time, by notice in writing signed by him delivered to
the Registered Office of the Company or at a meeting of the Board, appoint any
person (including another Director) to act as Alternate Director in his place
during his absence and may in like manner at any time determine such
appointment. If such person is not another Director such appointment unless
previously approved by the Board shall have effect only upon and subject to
being so approved. The appointment of an Alternate Director shall determine on
the happening of any event which, were he a Director, would cause him to vacate
such office or if his appointor ceases to be a Director.

DIRECTORS' FEES AND ADDITIONAL REMUNERATION AND EXPENSES

87.  The amount, if any, of Directors' fees shall from time to time be
     determined by the Company by Ordinary Resolution and in the absence of a
     determination to the contrary in general meeting, such fees shall be deemed
     to accrue from day to day. Each Director may be paid his reasonable
     traveling, hotel and incidental expenses properly incurred in attending and
     returning from meetings of the Board or committees constituted pursuant to
     these Bye-Laws or general meetings and shall be paid all expenses properly
     and reasonably incurred by him in the conduct of the Company's business or
     in the discharge of his duties as a Director. Any Director who, by request,
     goes or resides abroad for any purposes of the Company or who performs
     services which in the opinion of the Board go beyond the ordinary duties of
     a Director may be paid such extra remuneration (whether by way of salary,
     commission, participation in profits or otherwise) as the Board may
     determine, and such extra remuneration shall be in addition to any
     remuneration provided for by or pursuant to any other of these Bye-Laws.

DIRECTORS' INTERESTS

88.  (a) A Director may hold any other office or place of profit with the
     Company (except that of auditor) in conjunction with his office of Director
     for such period and upon such terms as the Board may determine and may be
     paid such extra remuneration therefor (whether by way of salary,
     commission, participation in profits or otherwise) as the Board may
     determine, and such extra remuneration shall be in addition to any
     remuneration provided for by or pursuant to any other of these Bye-Laws.

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(b) A Director may act by himself or his firm in a professional capacity for
the Company (otherwise than as auditor) and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director.

(c) Subject to the provisions of the Companies Acts, a Director may
notwithstanding his office be a party to or otherwise interested in any
transaction or arrangement with the Company or in which the Company is otherwise
interested and may be a director or other officer of, employed by, a party to
any transaction or arrangement with, or otherwise interested in any body
corporate promoted by the Company or in which the Company is interested. The
Board may also cause the voting power conferred by the shares in any other body
corporate held or owned by the Company to be exercised in such manner in all
respects as it thinks fit, including the exercise thereof in favor of any
resolution appointing the Directors or any of them to be directors or officers
of such other body corporate, or voting or providing for the payment of
remuneration to the directors or officers of such other body corporate.

(d) So long as, where it is necessary, he declares the nature of his interest at
the first opportunity as a meeting of the Board or by writing to the Directors
as required by the Companies Acts, a Director shall not by reason of his office
be accountable to the Company for any benefit which he derives from any office
or employment to which these Bye-Laws allow him to be appointed or from any
transaction or arrangement in which these Bye-Laws allow him to be interested,
and no such transaction or arrangement shall be liable to be avoided on the
ground of any interest or benefit.

(e) Subject to the Companies Acts and any further disclosure required thereby, a
general notice to the Directors by a Director or officer declaring that he is a
director or officer or has an interest in a person and is to be regarded as
interested in any transaction or arrangement made with that person, shall be a
sufficient declaration of interest in relation to any transaction or arrangement
so made.

POWER AND DUTIES OF THE BOARD

89. Subject to the provisions of the Companies Acts and these Bye-Laws and to
any directions given by the Company in general meeting, the Board shall manage
the business of the Company and may pay all expenses incurred in promoting and
incorporating the Company and may exercise all the powers of the Company. No
alteration of these Bye-Laws and no such direction shall invalidate any prior
act of the Board which would have been valid if that alteration had not been
made or that direction had not been given. The powers given by this Bye-Law
shall not be limited by any special power given to the Board by these Bye-Laws
and a meeting of the Board at which a quorum is present shall be competent to
exercise all the powers, authorities and discretions for the time being vested
in or exercisable by the Board.

90. The Board may exercise all the powers of the Company to borrow money and to
mortgage or charge all or any part of the undertaking property and assets
(present and future) and uncalled capital of the Company and to issue debentures
and other securities, whether outright or as collateral security for any debt,
liability or obligation of the Company or of any other persons.

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91. All checks, promissory notes, drafts, bills of exchange and other
instruments, whether negotiable or transferable or not, and all receipts for
money paid to the Company shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in such manner as the Board shall from
time to time by resolution determine.

92.  The Board on behalf of the Company may provide benefits, whether by the
     payment of gratuities or pensions or otherwise, for any person including
     any Director or former Director who has held any executive office or
     employment with the Company or with any body corporate which is or has been
     a subsidiary or affiliate of the Company or a predecessor in the business
     of the Company or of any such subsidiary or affiliate, and to any member of
     his family or any person who is or was dependent on him, and may contribute
     to any fund and pay premiums for the purchase or provision of any such
     gratuity, pension or other benefit, or for the insurance of any such person
     in connection with the provision of pensions.

93. The Board may from time to time appoint one or more of its body to be a
managing director, joint managing director or an assistant managing director or
to hold any other employment or executive office with the Company for such
period and upon such terms as the Board may determine and may revoke or
terminate any such appointments. Any such revocation or termination as aforesaid
shall be without prejudice to any claim for damages that such Director may have
against the Company or the Company may have against such Director for any breach
of any contract of service between him and the Company which may be involved in
such revocation or termination. Any person so appointed shall receive such
remuneration (if any, whether by way of salary, commission, participation in
profits or otherwise) as the Board may determine, and either in addition to or
in lien of his remuneration as a Director.

DELEGATION OF THE BOARD'S POWERS

94. The Board may by power of attorney appoint any company, firm or person or
any fluctuating body of persons, whether nominated directly or indirectly by the
Board, to be the attorney or attorneys of the Company for such purposes and with
such power, authorities and discretions (not exceeding those vested in or
exercisable by the Board under these Bye-Laws) and for such period and subject
to such conditions as it may think fit, and any such power of attorney may
contain such provisions for the protection and convenience of persons dealing
with any such attorney and of such attorney as the Board may think fit, and may
also authorize any such attorney to sub-delegate all or any of the powers,
authorities and discretions vested in him. The Board may revoke or vary any such
delegation of power, but no person dealing in good faith with such delegate
without notice of such revocation or variation shall be affected by such
revocation or variation.

95. The Board may entrust to and confer upon any Director or officer or, without
prejudice to the provisions of Bye-Law 97, other individual any of the powers
exercisable by it upon such terms and conditions with such restrictions as it
thinks fit, and either collaterally with, or to the exclusion of its own powers,
and may from time to time revoke or vary all or any of such powers but no person
dealing in good faith and without notice of such revocation or variation shall
be affected thereby.

96. The Board may delegate any of its powers, authorities or discretions to
committees, consisting of such person or persons (whether a member or members of
its body or not) as it thinks fit. Any committee so formed shall, in the
exercise of the powers, authorities and

                                     - 20 -
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discretions so delegated, conform to any regulations which may be imposed upon
it by the Board. The Board may revoke or vary any such delegation of its powers,
authorities and discretions, but no person dealing in good faith and without
notice of such revocation or variation shall be affected thereby.

PROCEEDINGS OF THE BOARD

97.  The Board may meet for the despatch of business, adjourn and otherwise
     regulate its meetings as it thinks fit, provided that Board meetings are to
     be held outside CFT Jurisdictions. Questions arising at any meeting shall
     be determined by a majority of votes cast. In the case of an equality of
     votes the motion shall be deemed to have been lost. A Director may, and the
     Secretary on the requisition of a Director shall, at any time summon a
     Board meeting.

98. Notice of a Board meeting shall be deemed to be duly given to a Director if
it is given to him personally or by word of mouth or sent to him by post, cable,
telex, telecopier or other mode of representing or reproducing words in a
legible and non-transitory form at his last known address or any other address
given by him to the Company for this purpose. A Director may waive notice of any
meeting either prospectively or retrospectively.

99.  (a) The quorum necessary for the transaction of the business of the Board
     may be fixed by the Board and, unless so fixed at any other number, shall
     be individuals constituting a majority of the Board. Any Director who
     ceases to be a Director at a Board meeting may continue to be present and
     to act as a Director and be counted in the quorum until the termination of
     the Board meeting if no other Director objects and if otherwise a quorum of
     Directors would not be present.

(b) Subject to the provisions of Bye-Law 89, a Director who to his knowledge is
in any way, whether directly or indirectly, interested in a contract or proposed
contract, transaction or arrangement with the Company and has complied with the
provisions of the Companies Acts and these Bye-Laws with regard to disclosure of
his interest shall be entitled to vote in respect of any contract, transaction
or arrangement in which he is so interested and if he shall do so his vote shall
be counted, and he shall be taken into account in ascertaining whether a quorum
is present.

100. So long as a quorum of Directors remains in office, the continuing
Directors may act notwithstanding any vacancy in the Board but, if no such
quorum remains, the continuing Directors or a sole continuing Director may act
only for the purpose of calling a general meeting.

101. The Chairman (if any) of the Board or, in his absence, the President shall
preside as chairman at every meeting of the Board. If there is no such Chairman
or President, or if at any meeting neither the Chairman nor the President is
present within five minutes after the time appointed for holding the meeting, or
if neither of them is willing to act as chairman, the Directors present may
choose one of their number to be chairman of the meeting.

102. The meetings and proceedings of any committee consisting of two or more
members shall be governed by the provisions contained in these Bye-Laws for
regulating the meetings and proceedings of the Board so far as the same are
applicable and are not superseded by any regulations imposed by the Board.

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103. A resolution in writing signed by all the Directors for the time being
entitled to receive notice of a meeting of the Board or by all the members of a
committee for the time being shall be as valid and effectual as a resolution
passed at a meeting of the Board or, as the case may be, of such committee duly
called and constituted. Such resolution may be contained in one document or in
several documents in the like form each signed by one or more of the Directors
or members of the committee concerned.

104. A meeting of the Board or a committee appointed by the Board may be held by
     means of such telephone, electronic or other communication facilities as
     permit all persons participating in the meeting to communicate with each
     other simultaneously and instantaneously and participation in such a
     meeting shall constitute presence in person at such meeting. A meeting of
     the Board or committee appointed by the Board held in the foregoing manner
     shall be deemed to take place at the place where the largest group of
     participating Directors or committee members has assembled or, if no such
     group exists, at the place where the chairman of the meeting participates.
     The Board or relevant committee shall use its best endeavours to ensure
     that any such meeting is not deemed to have been held in a CFT
     Jurisdiction, and the fact that one or more Directors may be present at
     such teleconference by virtue of his being physically in a CFT Jurisdiction
     shall not deem such meeting to have taken place in such jurisdiction.

105. All acts done by the Board or by any committee or by any person acting as a
Director or member of a committee or any person duly authorized by the Board or
any committee, shall, notwithstanding that it is afterwards discovered that
there was some defect in the appointment of any member of the Board or such
committee or person acting as aforesaid or that they or any of them were
disqualified or had vacated their office, be as valid as if every such person
had been duly appointed and was qualified and had continued to be a Director,
member of such committee or person so authorized.

OFFICERS

106. The officers of the Company shall include a President and a Vice-President
who shall be Directors and shall be elected by the Board as soon as possible
after the statutory meeting and each annual general meeting. In addition, the
Board may appoint one of the Directors to be Chairman of the Board and any
person, whether or not he is a Director to hold such other office (including any
additional Vice-Presidencies) as the Board may from time to time determine. Any
person elected or appointed pursuant to this Bye-Law shall hold office for such
period and upon such terms as the Board may determine and the Board may revoke
or terminate any such election or appointment. Any such revocation or
termination shall be without prejudice to any claim for damages that such
officer may have against the Company or the Company may have against such
officer for any breach of any contract of service between him and the Company
which may be involved in such revocation or termination. Save as provided in the
Companies Acts or these Bye-Laws, the powers and duties of the officers of the
Company shall be such (if any) as are determined from time to time by the Board.

MINUTES

107. The Directors shall cause minutes to be made and books kept for the purpose
of recording:

(a) all appointments of officers made by the Directors;

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(b) the names of the Directors and other persons (if any) present at each
meeting of Directors and of any committee;

(c) all proceedings at meetings of the Company, of the holders of any class of
shares in the Company, and of committees; and

(d) all proceedings of managers (if any).

SECRETARY

108. The Secretary shall be appointed by the Board at such remuneration (if any)
and upon such terms as it may think fit and any Secretary so appointed may be
removed by the Board.

The duties of the Secretary shall be those prescribed by the Companies Acts
together with such other duties as shall from time to time be prescribed by the
Board.

109. A provision of the Companies Acts or these Bye-Laws requiring or
authorizing a thing to be done by or to a Director and the Secretary shall not
be satisfied by its being done by or to the same person acting both as Director
and as, or in the place of, the Secretary.

THE SEAL

110. (a) The Seal shall consist of a circular metal device with the name of the
Company around the outer margin thereof and the country and year of
incorporation across the center thereof. Should the Seal not have been received
by the Registered Office in such form at the date of adoption of these Bye-Laws
then, pending such receipt, any document requiring to be sealed with the Seal
shall be sealed by affixing a red wafer seal to the document with the name of
the Company and the country and year of incorporation typewritten across the
center thereof.

(b) The Board shall provide for the custody of every Seal. A Seal shall only be
used by authority of the Board or of a committee of the Board authorized by the
Board in their behalf. Subject to these Bye-Laws, any instrument to which a Seal
is affixed shall be signed by a Director and by the Secretary or by a second
Director; provided that the Secretary or a Director may affix a Seal over his
signature only to authenticate copies of these Bye-Laws, the minutes of any
meeting or any other documents requiring authentication.

DIVIDENDS AND OTHER PAYMENTS

111. The Board may from time to time declare cash dividends or distributions out
of contributed surplus to be paid to the Shareholders according to their rights
and interests including interim dividends as appear to the Board of justified by
the position of the Company. The Board may also pay any fixed cash dividend
which is payable on any shares of the Company half yearly or on such other
dates, whenever the position of the Company in the opinion of the Board,
justifies such payment.

112. Except insofar as the rights attaching to, or the terms of issue of, any
share otherwise provide:

(a) all dividends or distributions out of contributed surplus may be declared
and paid according to the amounts paid up on the shares in respect of which the
dividend or distribution is paid and an amount paid up on a share in advance of
calls may be treated for the purpose of this Bye-Law as paid-up on the share;

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(b) dividends or distributions out of contributed surplus may be apportioned and
paid pro rata according to the amounts paid up on the shares during any portion
or portions of the period in respect of which the dividend or distribution is
paid.

113. The Board may deduct from any dividend, distribution or other moneys
payable to a Shareholder by the Company on or in respect of any share all sums
of money (if any) presently payable by him to the Company on account of calls or
otherwise in respect of shares of the Company.

114. No dividend, distribution or other moneys payable by the Company on or in
respect of any share bear interest against the Company unless otherwise provided
by the rights attached to such share.

115. Any dividend distribution, interest or other sum payable in cash to the
holder of shares may be paid by check or warrant sent through the mail addressed
to the holder at his address in the Register or, in the case of joint holders,
addressed to the holder whose name stands first in the Register in respect of
the shares at his registered address as appearing in the Register or addressed
to such person at such address as the holder or joint holders may in writing
direct. Every such check or warrant shall, unless the holder or joint holders
otherwise direct, be made payable to the order of the holder or, in the case of
joint holders, to the order of the holder whose name stands first in the
Register in respect of such shares, and shall be sent at his or their risk, and
payment of the check or warrant by the bank on which it is drawn shall
constitute a good discharge to the Company. Any one of two or more joint holders
may give effectual receipts for any dividends, distributions or other moneys
payable or property distributable in respect of the shares held by such joint
holders.

116. Any dividend or distribution out of contributed surplus unclaimed for a
period of six years from the date of declaration of such dividend or
distribution shall be forfeited and shall revert to the Company, and the
payment by the Board of any unclaimed dividend, distribution, interest or other
sum payable on or in respect of the share into a separate account shall not
constitute the Company a trustee in respect thereof.

117. The Board may direct payment or satisfaction of any dividend or
distribution out of contributed surplus wholly or in part by the distribution of
specific assets and, in particular, of paid up shares or debentures of any other
body corporate, and where any difficulty arises in regard to such distribution
or dividend the Board may settle it as it thinks expedient and, in particular,
may authorize any person to sell and transfer any fractions or may ignore
fractions altogether and may fix the value for distribution or dividend purposes
of any such specific assets and may determine that cash payments shall be made
to any Shareholders upon the basis of the value so fixed in order to secure
equality of distribution and may vest any such specific assets in trustees as
may seem expedient to the Board.

RESERVES

118. The Board may, before recommending or declaring any dividend or
distribution out of contributed surplus, set aside such sums as it thinks
proper as reserves which shall, at the discretion of the Board, be applicable
for any purpose of the Company and pending such application may, also at such
discretion, either be employed in the business of the Company or be invested in
such investments as the Board may from time to time think fit. The Board may
also without placing the same to reserve carry forward any sums which it may
think it prudent not to distribute.

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CAPITALIZATION OF PROFITS

119. The company may, upon the recommendation of the Board, at any time and from
time to time resolve by Ordinary Resolution to the effect that it is desirable
to capitalize all or any part of any amount for the time being standing to the
credit of any reserve or fund which is available for distribution or to the
credit of any share premium account or any capital redemption reserve fund and
accordingly that such amount be set free for distribution amongst the
Shareholders or any class of Shareholders who would be entitled thereto if
distributed by way of dividend and in the same proportions, provided that the
same be not paid in cash but be applied either in or towards paying up amounts
for the time being unpaid on any shares in the Company held by such Shareholders
respectively or in payment up in full of unissued shares, debentures or other
obligations of the Company, to be allotted, distributed and credited as fully
paid among such Shareholders, or partly in one way or partly in the other, and
the Board shall give effect to such resolution, provided that for the purpose of
this Bye-Law, a share premium account and a capital redemption reserve fund may
be applied only in paying up of unissued shares to be issued to such
Shareholders credited as fully paid and provided further that any sum standing
to the credit of a share premium account may only be applied in crediting as
fully paid shares of the same class as that from which the relevant share
premium was derived.

120. Where any difficulty arises in regard to any distribution under the last
preceding Bye-Law, the Board may settle the same as it thinks expedient and, in
particular, may authorize any person to sell and transfer any fractions, may
resolve that the distribution should be as nearly as may be practicable in the
correct proportion but not exactly so, or may ignore fractions altogether, and
may determine that cash payments should be made to any Shareholders in order to
adjust the rights of all parties, as may seem expedient to the Board. The Board
may appoint any person to sign on behalf of the persons entitled to participate
in the distribution any contract necessary or desirable for giving effect
thereto and such appointment shall be effective and binding upon the
Shareholders.

RECORD DATES

121. Notwithstanding any other provision of these Bye-Laws the Directors may fix
any date as the record date for:

(a) determining the Members entitled to receive any dividend or other
distribution and such record date may be on, or not more than 30 days before or
after, any date on which such dividend or distribution is declared;

(b) determining the Members entitled to receive notice of and to vote at any
general meeting of the Company.

ACCOUNTING RECORDS

122. The Board shall cause to be kept accounting records sufficient to give a
fair presentation in all material respects of the state of the Company's affairs
and to show and explain its transactions in accordance with the Companies Acts.

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123. The records of account shall be kept at the Registered Office or at such
other place or places as the Board thinks fit and shall at all times be open to
inspection by the Directors; PROVIDED that if the records of account are kept at
some place outside Bermuda, there shall be kept at an office of the Company in
Bermuda such records as will enable the Director to ascertain with reasonable
accuracy the financial position of the Company at the end of each three-month
period. No Shareholder (other than an officer of the Company) shall have any
right to inspect any accounting record or book or document of the Company except
as required by any Listing Exchange, by law, by regulations or as authorized by
the Board or by Ordinary Resolution.

124. A copy of every balance sheet and statement of income and expenditure,
including every document required by law to be annexed thereto, which is to be
laid before the Company in general meeting, together with a copy of the
auditor's report, shall be sent to each person entitled thereto in accordance
with the requirements of the Companies Acts.

AUDIT

125. Save and to the extent that an audit is waived in the manner permitted by
the Companies Acts, auditors shall be appointed and their duties regulated in
accordance with the Companies Acts, any other applicable law and such
requirements not inconsistent with the Companies Acts as the Board may from time
to time determine, save that the fees of the auditor shall be determined by
Ordinary Resolution.

SERVICE OF NOTICES AND OTHER DOCUMENTS

126. Any notice or other document (including a share certificate) shall be in
writing (except where otherwise expressly stated) and may be served on or
delivered to any Shareholder by the Company either personally or by sending it
through the mail (by airmail where applicable) in a prepaid letter addressed to
such Shareholder at his address as appearing in the Register or by delivering it
to or leaving it at such registered address. In the case of joint holders of a
share, service or delivery of any notice or other document on or to one of the
joint holders shall for all purposes be deemed as sufficient service on or
delivery to all the joint holders. Any notice or other document if sent by mail
shall be deemed to have been served or delivered two Business Days after it was
put in the mail; and, in proving such service or delivery, it shall be
sufficient to prove that the notice or document was properly addressed, stamped
and put in the mail.

127. Any notice of a general meeting of the Company shall be deemed to be duly
given to a Shareholder if it is sent to him by cable, telex, telecopier or other
mode of representing or reproducing words in a legible and non-transitory form
at his address as appearing in the Register or any other address given by him to
the Company for this purpose. Any such notice shall be deemed to have been
served two Business Days after its dispatch.

128. Any notice or other document delivered, sent or given to a Shareholder in
any manner permitted by these Bye-Laws shall, notwithstanding that such
Shareholder is then dead or bankrupt or that any other event has occurred, and
whether or not the Company has received notice of the death or bankruptcy or
name of such Shareholder as sole or joint holder unless his name shall, at the
time of the service or delivery of the notice or document, have been removed
from the Register as the holder of the share, and such service or delivery shall
for all purposes be deemed as sufficient service or delivery of such notice or
document on all persons interested (whether jointly with or as claiming through
or under him) in the share.

                                     - 26 -
<Page>

WINDING UP

129. If the Company shall be wound up, the liquidator may, with the sanction of
an Extraordinary Resolution and any other sanction required by the Companies
Acts, divide among the Shareholders in specie or kind the whole or any part of
the assets of the Company (whether they shall consist of property of the same
kind or not) and may for such purposes set such values as he deems fair upon any
property to be divided as aforesaid and may determine how such division shall be
carried out as between the Shareholders or different classes of Shareholders.
The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trust for the benefit of the contributors as the
liquidator, with the like sanction, shall think fit, but so that no Shareholder
shall be compelled to accept any shares or other assets upon which there is any
liability.

INDEMNITY

130. Subject to the proviso below every person who is or was a Director, officer
     of the Company or member of a committee constituted under Bye-Law 96 (the
     "Company Indemnitee") or who is or was a director or officer of any of the
     Company's subsidiaries ("Subsidiary Indemnitee") shall be indemnified out
     of the funds of the Company against all civil liabilities, loss, damage or
     expense (including but not limited to liabilities under contract, tort and
     statute or any applicable foreign law or regulation and all reasonable
     legal and other costs and expenses properly payable) incurred or suffered
     by him as such Director, officer of the Company or committee member, or as
     a director or officer of any of the Company's subsidiaries and the
     indemnity contained in this Bye-Law shall extend to any person acting as a
     Director, officer of the Company or committee member, or as a director or
     officer of any of the Company's subsidiaries in the reasonable belief that
     he has been so appointed or elected notwithstanding any defect in such
     appointment or election PROVIDED ALWAYS that the indemnity contained in
     this Bye-Law shall not extend to any matter which would render it void
     pursuant to the Companies Acts.

131. Every Company Indemnitee or Subsidiary Indemnitee shall be indemnified out
of the funds of the Company against all liabilities incurred by him as such
Company Indemnitee or Subsidiary Indemnitee in defending any proceedings,
whether civil or criminal, in which judgment is given in his favor, or in which
he is acquitted, or in connection with any application under the Companies Acts
in which relief from liability is granted to him by the court.

132. To the extent that any Company Indemnitee or Subsidiary Indemnitee is
entitled to claim an indemnity pursuant to these Bye-Laws in respect of amounts
paid or discharged by him, the relevant indemnity shall take effect as an
obligation of the Company to reimburse the person making such payment or
effecting such discharge. The expenses incurred by the Company Indemnitee or
Subsidiary Indemnitee pursuant to Bye-Laws 130 and 131 in any threatened or
pending legal suits or proceedings shall be paid by the Company in advance upon
the written request of the Company Indemnitee or Subsidiary Indemnitee upon
proper documentation of such costs having been incurred. The same indemnity
applies to expenses incurred in any proceedings where such Company Indemnitee or
Subsidiary Indemnitee is a party or threatened to be made a party to any legal
suits or proceedings by or in the rights of the Company or any of the Companys
subsidiaries to procure a judgment in its favor by reason of the fact that the
Company Indemnitee or Subsidiary Indemnitee is or was such Company Indemnitee or
Subsidiary Indemnitee. Provided, however, that the Company Indemnitee or

                                     - 27 -
<Page>

Subsidiary Indemnitee shall under take to repay such amount to the extent that
it is ultimately determined that the Company Indemnitee or Subsidiary Indemnitee
is not entitled to indemnification.

133. Subject to the Companies Acts, the Company may purchase and maintain for
any Company Indemnitee or Subsidiary Indemnitee, insurance against any liability
arising in connection with his office with the Company or any of the Company's
subsidiaries.

134  The Company shall indemnify its officers and directors to the fullest
     extent possible except as prohibited by the Companies Act. Without limiting
     the foregoing, the Officers and Directors (such term to include, for the
     purposes of this Bye-law, any alternate director or any person appointed to
     any committee by the Board or any person who is or was serving at the
     request of the Company as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise
     (including, without limitation, any subsidiary of the Company) and every
     one of them, and their heirs, executors and administrators, shall be
     indemnified and secured harmless out of the assets of the Company from and
     against all actions, costs, charges, losses, damages and expenses which
     they or any of them, their heirs, executors or administrators, shall or may
     incur or sustain by or by reason of any act done, concurred in or omitted
     (actual or alleged) in or about the execution of their duty, or supposed
     duty, or in their respective offices or trusts, and none of them shall be
     answerable for the acts, receipts, neglects or defaults of the others of
     them or for joining in any receipts for the sake of conformity, or for any
     bankers or other persons with whom any moneys or effects belonging to the
     Company shall or may be lodged or deposited for safe custody, or for
     insufficiency or deficiency of any security upon which any moneys of or
     belonging to the Company shall be placed out on or invested, or for any
     other loss, misfortune or damage which may happen in the execution of their
     respective offices or trusts, or in relation thereto, provided that this
     indemnity shall not extend to any matter in respect of which such person
     is, or may be, found guilty of fraud or dishonesty.

135  The Company may purchase and maintain insurance to protect itself and any
     Director, Officer or other person entitled to indemnification pursuant to
     these Bye-laws to the fullest extent permitted by law.

136  All reasonable expenses incurred by or on behalf of any person entitled to
     indemnification pursuant to these Bye-laws in connection with any
     proceeding shall be advanced to such person by the Company within twenty
     (20) business days after the receipt by the Company of a statement or
     statements from such person requesting such advance or advances from time
     to time, whether prior to or after final disposition of such proceeding.
     Such statement or statements shall reasonably evidence the expenses
     incurred by such person and, if required by law or requested by the Company
     at the time of such advance, shall include or be accompanied by an
     undertaking by or on behalf of such person to repay the amounts advanced if
     it should ultimately be determined that such person is not entitled to be
     indemnified against such expenses pursuant to these Bye-laws.

137  The right of indemnification and advancement of expenses provided in these
     Bye-laws shall not be exclusive of any other rights to which those seeking
     indemnification may otherwise be entitled, and the provisions of these
     Bye-laws

                                     - 28 -
<Page>

     shall inure to the benefit of the heirs and legal representatives of any
     person entitled to indemnity under these Bye-laws and shall be applicable
     to proceedings commenced or continuing after the adoption of these
     Bye-laws, whether arising from acts or omissions occurring before or after
     such adoption. Any repeal or modification of the foregoing provisions of
     this section shall not adversely affect any right or protection existing at
     the time of such repeal or modification.

138  The Company and each Shareholder agrees to waive any claim or right of
     action it might have, whether individually or by or in the right of the
     Company, against any Director or Officer, and no Director or Officer shall
     have any liability for monetary damages, on account of any action taken by
     such Director or Officer, or the failure of such Director or Officer to
     take any action in the performance of his duties with or for the Company,
     provided that such waiver shall not extend to any matter in respect of
     which such person is, or may be, found guilty of fraud or dishonesty.

139  The Board may provide indemnification and advancement of expenses to the
     employees of the Company for their acts or omissions as the Board may, from
     time to time, determine.

ALTERATION OF BYE-LAWS

140. These Bye-Laws may be amended from time to time in the manner provided for
in the Companies Acts, provided that any such amendment shall only become
operative to the extent that it has been confirmed by Ordinary Resolution.

                                     - 29 -
<Page>

                                    BYE-LAWS


                                       OF


                                GOLAR LNG LIMITED

We, being the subscribers to the Memorandum of Association of the above company
hereby subscribe to the above written Bye-Laws pursuant to section 13(4) of the
Companies Act 1981.

     NAME                                       SIGNATURE


     A. Shaun Morris                            /s/ A. Shaun Morris
     -------------------------                  -------------------------


     Rachael M. Lathan                          /s/ Rachael M. Lathan
     -------------------------                  -------------------------


     Donna S. Outerbridge                       /s/ Donna S. Outerbridge
     -------------------------                  -------------------------


     Joy F. Thompson                            /s/ Joy F. Thompson
     -------------------------                  -------------------------

                        Dated this 10th day of May 2001.

<Page>

                                GOLAR LNG LIMITED

                          UNANIMOUS WRITTEN RESOLUTIONS

The undersigned, being all the Directors of Golar LNG Limited (the "Company"),
a company incorporated in the Islands of Bermuda, pursuant to Bye-law 103 of the
Company's Bye-laws HEREBY ADOPT the following resolutions effective May 21,
2001. These Unanimous Written Resolutions may be executed in counterparts, and
a copy shall be inserted into the Company's Minute Book. Any action taken herein
shall be of the same force and effect as if adopted at a duly convened meeting
of the Board of Directors (the "Board" or the "Directors") of the Company.

WHEREAS, the Company wishes to establish a sub-register of its register of
members in the Norwegian paperless securities system (the "VPS") to be operated
by Christiania Bank og Kreditkasse ASA ("CBK") and it is proposed that the
Company enter into a sub-registrar agreement with CBK (the "Sub-Registrar
Agreement").

WHEREAS, the Company intends to purchase all of Osprey Maritime Ltd.'s
("Osprey") LNG related activities which inter alia, includes five wholly and one
part owned LNG tanker vessel, a management organization, several management
agreements and a newbuilding contract for a further LNG tanker with an option to
contract another vessel for a purchase price of no less than US$512,500,000 (as
further detailed in the proposed agreement documenting the terms of the purchase
(the "Purchase Agreement"));

WHEREAS, the Company intends to purchase a newbuilding contract for an LNG
tanker with an option to contract one further vessel and a letter agreement
providing an option to contract a further two LNG tankers from Seatankers
Management Co. Ltd. ("Seatankers") at a purchase price of no less than
US$2,500,000 (as further detailed in the proposed agreement documenting the
terms of the purchase (the "Sale and Purchase Agreement"));

WHEREAS, the Company proposes to part finance the acquisition of Osprey's LNG
business and the contracts to be acquired from Seatankers by way of a private
placement (the "Placement") of up to 56,000,000 ordinary shares of US$1.00 par
value at a subscription price of US$5.00 with its parent company, Osprey, a
group of professional investors composed by US Accredited Investors (as defined
in Regulation D of the United States Securities Act 1933) and non-US investors
of similar statute;

WHEREAS, the Company has agreed to engage the services of Orkla Enskilda
Securities ASA and Fearnley Fonds ASA as advisors (the "Advisors") to the
Company in relation to and management of the Placement and it is proposed that
the Company enter into a mandate agreement (the "MANDATE AGREEMENT") with the
Advisors;

WHEREAS, the Company, in order to assume all of Osprey's and Seatankers' rights
and obligations under the contracts for newbuildings to be acquired will need to
execute

<Page>

certain novation agreements (the "NOVATION AGREEMENTS") with the relevant yards;

WHEREAS, the Company intends to establish single purpose subsidiaries as
Liberian limited companies for the purpose of assuming the obligations under
each of the newbuilding contracts to be acquired from Osprey and Seatankers;

WHEREAS, the Company intends to assist Osprey with the financing of the first
installment due under the newbuilding contract to acquired by way of having a
subsidiary, to be formed, provide Osprey with an interest free loan in the
amount of approximately US$32,000,000;

WHEREAS, the Company intends to finance the loan to be provided by the
subsidiary to Osprey with a loan to the subsidiary in the amount of
US$32,000,000 to be provided by Christiania Bank og Kreditkasse ASA and it is
propose that the Company enter into a loan agreement (the "Loan Agreement") with
CBK in connection with this loan;

WHEREAS, Christiania Bank og Kreditkasse ASA has required that the Company's
obligation to repay the loan of US$32,000,000 is guaranteed by Greenwich
Holdings Ltd. ("Greenwich");

WHEREAS, Hemen Holding Ltd. ("Hemen") is the sole shareholder of the Company and
WHEREAS Osprey, Seatankers, Hemen and Greenwich are all affiliated with the
Company by virtue of the fact that they are each controlled by Mr. John
Fredriksen.

WHEREAS, the Company intends to apply for a listing of its shares on the Oslo
Stock Exchange;

WHEREAS, in order to further the objectives referred to above, it is necessary
for the Company to enter into the following agreements (hereinafter collectively
referred to as the "Agreements");

a.   the Mandate Agreement with Orkla Enskilda Securities ASA and Fearnley Fonds
     ASA;

b.   the Purchase Agreement with Osprey;

c.   the Sale and Purchase Agreement with Seatankers;

d.   a duplicate subscription agreement with each participant in the Placement;

e.   the Sub-Registrar Agreement with Christiania Bank og Kreditkasse ASA;

f.   the Loan Agreement with Christiania Bank og Kreditkassee ASA;

g.   Novation Agreements with (i) Daewoo Shipbuilding and Engineering
     Corporation Ltd., (ii) Hyundai Corporation and Hyundai Heavy Industries Co.
     Ltd. and (iii) Samsung Heavy Industries;

                                                                               2
<Page>

WHEREAS, draft copies of the agreements referred to in (a), (b), (c) and (d)
above have been produced to the Directors and the Directors hereby confirm that
each carefully consider the obligations to be undertaken by the Company pursuant
to the transactions contemplated by each of these agreements;

WHEREAS, the Directors have been informed of the main terms and conditions
relevant to the agreements referred to in (e), (f) and (g) above and have
carefully considered the obligations to be undertaken by the Company pursuant to
the transactions contemplated by each of these agreements.

WHEREAS, in order to facilitate the Placement of its shares as referred to
above, it is necessary for the Company to increase its authorised capital.

WHEREAS it is necessary for the Company to increase the number of Directors on
its Board of Directors, Messrs Morris and Counsell identified below having
agreed to act.

After due consideration it is hereby RESOLVED as follows:-

1.   that the above described transactions be and they are hereby approved as
     being in the best interests of the Company, and the actions of the
     Directors, Officers and agents of the Company acting individually or
     together with another or others to date in connection therewith be and are
     hereby approved, ratified and confirmed;

2.   that the Agreements are and each one is hereby approved, confirmed and
     ratified, and that any director or officer of the Company and any of the
     attorneys hereinafter mentioned be authorised on behalf of the Company to
     sign, execute under the common seal of the Company, his personal seal or
     otherwise, as appropriate, and deliver the Agreements and any amendments or
     supplements thereto which such officer or attorney may in his absolute
     discretion deem necessary or desirable and any and all other documents,
     instruments or things to be entered into or done in connection therewith
     and with the arrangements contemplated thereby;

3.   that the actions of the Directors acting individually or together with
     another or others to date in negotiating, entering into, agreeing,
     executing and delivering the Agreements for and on behalf of the Company,
     and the performance by the Directors acting individually or together with
     another or others to date of all acts deeds and things whatsoever in
     connection with any amendments or modifications to the Agreements be and
     they are hereby approved, confirmed and ratified;

4.   that the Directors and Officers of the Company acting individually or
     together with another or others be and they are hereby authorised to do all
     such other acts, deeds and things as the Company itself may lawfully do
     howsoever arising in connection with Agreements in the performance of the
     Company's obligations thereunder or the furtherance of the intentions,
     expressed in the foregoing resolutions, including but not limited to, the
     execution and delivery of any other agreements, deeds, documents or
     certificates as the individual or individuals acting may in his or their
     absolute discretion approve, such approval to be conclusively evidenced by
     his or their

                                                                               3
<Page>

     execution thereof;

5.   that the Directors hereby confirm that on the date from which the Company
     or the relevant subsidiary is to provide the US$32,000,000 interest free
     loan to Osprey, there are reasonable grounds for believing that the Company
     is, and after the giving of such financial assistance will be able to pay
     its liabilities as they become due and accordingly pursuant to section 39A
     (2A) of the Companies Act 1981 of Bermuda the giving of such financial
     assistance is not prohibited;

6.   that the Company do grant a Power of Attorney to NICHOLAS SHERRIFF, JOHN
     SAWYER and MARTIN BENNY each of 12 Grosvenor Place, London SWIX 7HH,
     England. TOR OLAV TROIM, OLA LORENTZON and TOM JEBSEN each of Bryggegt 3,
     0112 Oslo, Norway and ERLING LIND of Wiersholm, Mellbye & Bech,
     Ruselokkveien 26, N-0115 Oslo, Norway appointing each of them as attorneys
     of the Company (the "Attorney") to act jointly or severally on behalf of
     the Company and in its name or his or their names for the purpose of
     signing, executing under hand or his or their personal seals, as
     appropriate, and delivering the Agreements, it being acknowledged that the
     execution and delivery of such Agreements or any of them by the Attorney
     shall be conclusive evidence binding upon the Company of approval by such
     Attorney and of approval thereof by the Directors of the Company and
     generally of agreeing executing under hand or his or their personal seals,
     as appropriate, and doing any and all such other documents, acts or things
     as may in the entire discretion of such Attorney be appropriate or
     necessary in connection with the said Agreements or the arrangements
     contemplated thereby.

7.   that the form of power of attorney attached as Appendix 1 hereto be
     executed on behalf of the Company and that the Common Seal of the Company
     be affixed thereto in accordance with the provisions of the Company's
     Bye-Laws;

8.   that the Board do hereby recommend to the sole shareholder that the
     authorised share capital of the Company be increased from US$12,000 to
     US$100,000,000 by the creation of 99,998,000 additional shares of par value
     US$1.00 each, provided that this resolution shall not take effect until all
     the conditions in the Subscription Agreement have been met;

9.   that Appleby, Spurling and Kempe be and they are hereby authorised and
     directed to make application to the Bermuda Regulatory Authorities for
     permission:-

     (i)   for the Company to be exempted from the usual requirement under Part
           III of the Companies Act 1981 of Bermuda to file a prospectus in
           connection with the placement; and
     (ii)  for the Company to issue up to 56,000,000 of the additional shares
           created pursuant to the increase in the share capital of the Company
           referred to in paragraph 7 above to those Subscribers with whom
           Subscription Agreements will be made;
     (iii) for the Company to reserve 2,000,000 of the authorised but unissued
           shares as

                                                                               4
<Page>

           part of option agreements for directors and/or key personnel at 115
           percent of the issue price in the Placement.

     and that all action taken to date by Appleby, Spurling & Kempe in
     connection with the foregoing is hereby approved, ratified and confirmed;

10.  that the Directors and Officers of the Company acting individually or
     together with another be and they are hereby authorised to execute such
     documents as may be necessary for the purpose of applying for a listing of
     the Company's shares on the Oslo Stock Exchange;

11.  that the Board hereby acknowledges that the Placement of shares in the
     Company is subject to and conditional upon the requisite permissions
     referred to in paragraph 9 above being granted by the Bermuda Regulatory
     Authorities; and

12.  that the Board be and they are hereby authorised to agree any other matters
     whatsoever in connection with the Placement and the matters relating
     thereto.

13.  that Messrs Shaun Morris and Timothy Counsell of Appleby Spurling and
     Kempe, Attorneys in Bermuda, be approved and appointed as Directors of the
     Company.


/s/ Tor Olav Troim                                   May 21, 2001
- --------------------                                 ------------------
Tor Olav Troim                                       Date


/s/ John Fredriksen                                  May 21, 2001
- --------------------                                 ------------------
John Fredriksen                                      Date

                                                                               5
<Page>

                                   APPENDIX I

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that GOLAR LNG LIMITED, (the "Company") a company
organised and existing under the laws of Bermuda with its registered office at
Mercury House, 101 Front Street, Hamilton HM 12, Bermuda has constituted and
appointed NICHOLAS SHERRIFF, JOHN SAWYER and MARTIN BENNY each of 12 Grosvenor
Place, London SW1X 7HH, England, TOR OLAV TROIM, OLA LORENTZON and TOM JEBSEN
each of Bryggegt 9, 0112 Oslo, Norway and ERLING LIND of Wiersholm, Mellbye &
Bech, Ruselokkveien 26, N-0115 Oslo. Norway (the "Attorneys") as the true and
lawful Attorneys-in-Fact of the Company so that they may act jointly or
severally on behalf of the Company according to the following powers and terms:

1.   To negotiate, sign, execute under hand or his or their personal seals, as
     appropriate, and deliver on behalf of the Company a Mandate Agreement with
     Orkla Enskilda Securities ASA and Fearnley Fonds ASA (the "Mandate
     Agreement"), a Purchase Agreement with Osprey Maritime Ltd (the "Purchase
     Agreement"); a Sale and Purchase Agreement with Seatankers Management Co.
     Ltd. (the "Sale and Purchase Agreement"), a duplicate subscription
     agreement with each participant in a private placement (the "Placement") of
     the Company's shares (the "Subscription Agreements"), a Sub-Registrar
     Agreement with Christiania Bank og Kreditkasse ASA (the "Sub-Registrar
     Agreement"), a Loan Agreement with Christiania Bank og Kreditkasse ASA (the
     "Loan Agreement") and Novation Agreements with (i) Daewoo Shipbuilding and
     Engineering Corporation Ltd., (ii) Hyundai Corporation and Hyundai Heavy
     Industries Co. Ltd. and (iii) Samsung Heavy Industries (the Novation
     Agreements");
2.   To negotiate, sign, execute under hand or his or their personal seals, as
     appropriate, and deliver on behalf of the Company any documents required in
     connection with the establishment of subsidiaries of the Company.
3.   Generally to execute under hand or his or their personal seals, as
     appropriate, make, sign and do any such other agreements, instruments,
     documents, matters or things as the Attorney in his absolute discretion
     deems desirable or expedient in connection with the Placement, the
     establishment of subsidiaries of the Company and the Mandate Agreement, the
     Purchase Agreement; the Sale and Purchase Agreement, the Subscription
     Agreements, the Sub-Registrar Agreement, the Loan Agreement and the
     Novation Agreements (together the "Agreements") and/or the transactions or
     arrangements contemplated thereby, and to do any acts, deeds, matters and
     things whatsoever which in the Attorney's absolute discretion may in any
     way be requisite or proper for giving full effect to the Placement, the
     establishment of subsidiaries of the Company and the Agreements and/or the
     transactions or arrangements contemplated thereby and/or for authenticating
     and/or giving full effect to the laws and usages of any country whose laws
     have to be complied with in the carrying out of any of the mandates
     conferred by this Power of Attorney and to certify on behalf of the Company
     as true copies all documents required pursuant to the above.
4.   For any and all the purposes herein mentioned, as and when the Attorney may
     deem necessary or expedient, to appear before and make applications to
     Registrars, Consuls, Consul Agents, Commissioners, Deputy Commissioners,
     Harbour Masters, Port Officials, Maritime Administrators, Public Registry
     Officials, Notaries, Customs and Excise and any other authorities.
5.   To appoint a substitute to carry out all or any of the objects herein
     authorised and to revoke any such appointment.

<Page>

The Company hereby ratifies and confirms and agrees to ratify and confirm
whatsoever the Attorney shall do or purpose to do by reason of this presents.

This Power of Attorney shall be valid for a period of 12 months from the date
hereof.

This Power of Attorney is governed by the laws of Bermuda.

IN WITNESS WHEREOF GOLAR LNG LIMITED has caused this Power of Attorney to be
duly executed this 31st day of May, 2001 in accordance with its constitutional
documents and the laws of Bermuda.

The Common Seal of GOLAR LNG LIMITED
was hereunto affixed in the presence of:


                                                                          [SEAL]


/s/ [ILLEGIBLE]                             /s/ [ILLEGIBLE]
- ---------------------                       --------------------------
Director                                    Secretary

<Page>

                                GOLAR LNG LIMITED

                          UNANIMOUS WRITTEN RESOLUTIONS

The undersigned, being all the Directors of Golar LNG Limited (the "Company"), a
company incorporated in the Islands of Bermuda, pursuant to Bye-law 103 of the
Company's Bye-laws, HEREBY ADOPT the following resolutions set out below
effective May 31, 2001. These Unanimous Written Resolutions may be executed in
counterparts, and a copy shall be inserted into the Company's Minute Book. Any
action taken herein shall be of the same force and effect as if adopted at a
duly convened meeting of the Board of Directors (the "Board" or the "Directors")
of the Company.

WHEREAS

1.   The Directors referred to the Unanimous Written Resolutions of the
     Directors of the Company effective May 21, 2001.

2.   As set out in the Unanimous Written Resolutions of the Directors of the
     Company effective May 19, 2001, the Company proposes to part finance the
     acquisition of Osprey's LNG business and the contracts to be acquired from
     Seatankers by way of a private placement (the "Placement") of up to
     56,000,000 ordinary shares of US$1.00 par value at a subscription price of
     US$5.00 and proposes to authorise the issue (the "Share Issue") of up to
     56,012,000 ordinary shares of US$1.00 par value to the account of the
     Company's sub-registrar Christiania Bank og Kreditkasse, Oslo, Norway
     ("CBK") as nominee for the subscribers to the Placement for subsequent
     allocation to the VPS accounts of the subscribers and the holder of the
     current share capital of 12,000 ordinary shares:

3.   The Share Issue referred to in 2. above is conditional upon the Company
     receiving:

     (i)   Requisite approvals from the Bermuda Monetary Authority; and

     (ii)  Duly completed subscription agreements for each participant in the
           Placement

4.   The Secretary has confirmed that the Company had adequate authorised and
     unissued share capital available for issuance in connection with Placement
     referred to in 2. above.

5.   In addition to the part finance of the acquisitions contemplated by the
     Resolutions referred to in 1. above, the Company proposes to finance the
     remainder of the acquisition of Osprey's LNG business and the Seatankers'
     newbuilding contract by way of a loan to be granted to Golar Gas Holding
     Co. Inc. by a syndicate of banks led by Christiania Bank og Kreditkasse ASA
     in the amount of US $325,000,000, such loan to be secured against the LNG
     tanker vessels to be acquired from Osprey, guaranteed by the Company and
     made available to the Company by way of repayment of debts acquired from
     Osprey and loans to the Company;

<Page>

6.   In order to further the objectives referred to in 5. above, it is necessary
     for the Company to consider the terms of the agreements and documents
     referred to in (a) below and to enter into the following agreements (b) to
     (d) (hereinafter collectively referred to as the "Agreements"):

     (a)   Loan Agreement for a loan of US $325,000,000 to Golar Gas Holding
           Company, Inc. provided by the banks and financial institutions listed
           therein (the "Loan Agreement") together with, for the reference of
           the Director(s), the Security Documents as defined in the Loan
           Agreement excepting those to which the Company is party and referred
           to in (b), (c) and (d) below;

     (b)   Agency Agreement relating to the Loan Agreement to which the Company
           is party as one of the Guarantors;

     (c)   Guarantee given by the Company is favour of Den Norske Bank ASA (as
           security agent and trustee for the benefit of the Creditors as
           defined in the Loan Agreement);

     (d)   Subordination Agreement to be entered into by the Company relating to
           security in respect of certain vessels identified therein in favour
           of Den Norske Bank ASA as above;

7.   Draft copies of the agreements referred to in 6. (b), (c) and (d) above
     have been produced to the Directors and the Directors hereby confirm that
     each carefully considered the obligations to be undertaken by the Company
     pursuant to the transactions contemplated by each of these agreements;

8.   The Company proposes to apply for a listing of its shares on the Oslo Stock
     Exchange and proposes to authorise Fearnley Fonds ASA to make the listing
     application (the "Listing Application") to the Oslo Stock Exchange on the
     Company's behalf.

9.   In connection with the transactions contemplated by the Resolutions
     referred to in 1. above, the Company proposes that simultaneously with the
     purchase of the Osprey LNG business referred to therein, the Company will
     contribute both its 100% holding in Oxbow Holdings Inc and its 50% interest
     in Golar Gas Cryogenics Inc. to Golar Gas Holding Company Inc.

RESOLVED as follows:-

A. that the above described transactions be and they are hereby approved as
   being in the best interests of the Company, and the actions of the Directors,
   Officers and agents of the Company acting individually or together with
   another or others to date in connection therewith be and are hereby approved,
   ratified and confirmed and the Directors hereby confirm that on the date from
   which the Company is to provide the Guarantee, there are reasonable grounds
   for believing that the Company is, and after the giving of such financial
   assistance will be able to pay its liabilities as they become due and
   accordingly pursuant to section 39A (2A) of the Companies Act 1981 of Bermuda
   the giving of such financial assistance is not prohibited;

<Page>

B. that the Share Issue be approved subject to the conditions set forth in 3(i)
   and (ii) above and the Secretary be authorised to instruct the Company's
   sub-registrar Christiania Bank og Kreditkasse, Oslo, Norway ("CBK") to issue
   up to 56,012,000 to be issued in connection with the Placement, as and when
   appropriate.

C. that the Agreements are and each one is hereby approved, confirmed and
   ratified, and that any Director or Officer of the Company be and hereby is
   authorised to execute each of the Agreements (under hand or under seal as
   appropriate) or to witness the affixation of the common seal for and on
   behalf of the Company in the manner provided in the Bye-laws of the Company;

D. that an application for a listing of the Company's shares on the Oslo Stock
   Exchange be and is hereby approved and that Fearnley Fonds ASA be and are
   hereby authorised to make the Listing Application to the Oslo Stock Exchange
   on the Company's behalf.

E. that simultaneously with the purchase of the Osprey LNG business contemplated
   by the Resolutions referred to in 1. above, the Company will contribute both
   its 100% holding in Oxbow Holdings Inc and its 50% interest in Golar Gas
   Cryogenics Inc. to Golar Gas Holding Company Inc.

F. that the actions of the Directors acting individually or together with
   another or others to date in negotiating, entering into, agreeing, executing
   and delivering the Agreements for an on behalf of the Company, and the
   performance by the Directors acting individually or together with another or
   others to date of all acts deeds and things whatsoever in connection with any
   amendments or modifications to the Agreements be and they are hereby
   approved, confirmed and ratified;

G. that the Directors and Officers of the Company acting individually or
   together with another or others be and they are hereby authorised to do all
   such other acts, deeds and things as the Company itself may lawfully do
   howsoever arising in connection with the Placement, the Share Issue, the
   Listing Application and the Agreements in the performance of the Company's
   obligations thereunder or the furtherance of the intentions expressed in the
   foregoing resolutions, including but not limited to, the execution and
   delivery of any other agreements, deeds, documents or certificates as the
   individual or individuals acting may in his or their absolute discretion
   approve, such approval to be conclusively evidenced by his or their execution
   thereof;

H. that the Company do grant a Power of Attorney to NICHOLAS SHERRIFF, PETER
   COSTALAS, JOHN SAWYER and MARTIN BENNY each of 12 Grosvenor Place, London
   SWIX 7HH, England, TOR OLAV TROIM, OLA LORENTZON and TOM JEBSEN each of
   Bryggegt 3, 0112 Oslo, Norway, ERLING LIND of Wiersholm, Mellbye & Bech,
   Rusel0kkveien 26, N-0115 Oslo, Norway, GARY WOLFE, HADLEY S. ROE, ROBERT E.
   LUSTRIN and EDWARD S. HORTON each of Seward & Kissel, One Battery Park Plaza,
   New York, NY 10004, USA and GEOK HIANG LEE appointing each of them as
   attorneys of the Company (the "Attorney") to act jointly or severally on
   behalf of the Company and in

<Page>

   its name or his or their names for the purpose of signing, executing under
   hand or his or their personal seals, as appropriate, and delivering and
   documents required in connection with the Placement, the Share Issue, the
   Listing Application and the Agreements, it being acknowledged that the
   execution and delivery of such documents and Agreements or any of them by the
   Attorney shall be conclusive evidence binding upon the Company of approval by
   such Attorney and of approval thereof by the Directors of the Company and
   generally of agreeing executing under hand or his or their personal seals, as
   appropriate, and doing any and all such other documents, acts or things as
   may in the entire discretion of such Attorney be appropriate or necessary in
   connection with the said Agreements or the arrangements contemplated thereby.

I. that the form of power of attorney attached as Appendix 1 hereto be executed
   on behalf of the Company and that the Common Seal of the Company be affixed
   thereto in accordance with the provisions of the Company's Bye-Laws;


     ----------------------------           ------------------------------
     Tor Olav Troim                         Date


     ----------------------------           ------------------------------
     John Fredriksen                        Date


     ----------------------------           ------------------------------
     Timothy J. Counsell                    Date


     /s/ Shaun Morris                       May 31, 2001
     ----------------------------           ------------------------------
     Shaun Morris                           Date

<Page>

   its name or his or their names for the purpose of signing, executing under
   hand or his or their personal seals, as appropriate, and delivering and
   documents required in connection with the Placement, the Share Issue, the
   Listing Application and the Agreements, it being acknowledged that the
   execution and delivery of such documents and Agreements or any of them by
   the Attorney shall be conclusive evidence binding upon the Company of
   approval by such Attorney and of approval thereof by the Directors of the
   Company and generally of agreeing executing under hand or his or their
   personal seals, as appropriate, and doing any and all such other documents,
   acts or things as may in the entire discretion of such Attorney be
   appropriate or necessary in connection with the said Agreements or the
   arrangements contemplated thereby.

I  that the form of power of attorney attached as Appendix 1 hereto be executed
   on behalf of the Company and that the Common Seal of the Company be affixed
   thereto in accordance with the provisions of the Company's Bye-laws;


     ----------------------------           ------------------------------
     Tor Olav Troim                         Date


     ----------------------------           ------------------------------
     John Fredriksen                        Date


     /s/ Timothy J. Counsell                31 May 2001
     ----------------------------           ------------------------------
     Timothy J. Counsell                    Date


     ----------------------------           ------------------------------
     Shaun Morris                           Date

<Page>

   of the Company (the "Attorney") to act jointly and severally on behalf of the
   Company and in its name or his or their names for the purpose of signing,
   executing under hand or his or their personal seals, as appropriate, and
   delivering and documents required in connection with the Placement, the Share
   Issue, the Listing Application and the Agreements, it being acknowledged that
   the execution and delivery of such documents and Agreements or any of them by
   the Attorney shall be conclusive evidence binding upon the Company of
   approval by such Attorney and of approval thereof by the Directors of the
   Company and generally of agreeing executing under hand or his or their
   personal seals, as appropriate, and doing any and all such other documents,
   acts or things as may in the entire discretion of such Attorney be
   appropriate or necessary in connection with the said Agreements or the
   arrangements contemplated thereby.

I. that the form of power of attorney attached as Appendix I hereto be executed
   on behalf of the Company and that the Common Seal of the Company be affixed
   thereto in accordance with the provisions of the Company's Bye-Laws;


     /s/ Tor Olav Troim                     May 31st - 2001
     ----------------------------           ------------------------------
     Tor Olav Troim                         Date


     /s/ John Fredriksen                    May 31st 2001
     ----------------------------           ------------------------------
     John Fredriksen                        Date


     ----------------------------           ------------------------------
     Timothy J. Counsell                    Date


     ----------------------------           ------------------------------
     Shaun Morris                           Date

<Page>

                                   APPENDIX I

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that GOLAR LNG LIMITED (the "Company") a company
organised and existing under the laws of Bermuda with its registered office at
Mercury House, 101 Front Street, Hamilton HM 12, Bermuda has constituted and
NICHOLAS SHERRIFF, PETER COSTALAS, JOHN SAWYER and MARTIN BENNY each of 12
Grosvenor Place, London, SWIX 7HH, England, TOR OLAV TROIM, OLA LORENTZON and
TOM JEBSEN each of Bryggegt 3, 0112, Oslo, Norway, ERLING LIND of Wiersholm,
Mellbye & Bech, Ruselokkveien 26, N-0115 Oslo, Norway, GARY WOLFE, HADLEY S.
ROE. ROBERT E. LUSTRIN and EDWARD S. HORTON each of Seward & Kissel, One Battery
Park Plaza, New York, NY 10004, USA and GEOK HIANG LEE (the "Attorneys") as the
true and lawful Attorneys-in-Fact of the Company so that they may act jointly or
severally on behalf of the Company according to the following powers and terms:

1.   (a) To negotiate, sign, execute under hand or his or their personal seals,
     as appropriate, and deliver on behalf of the Company a loan agreement (the
     "Loan Agreement") for a loan facility of $325,000,000 to be made available
     to Golar Gas Holding Company, Inc., an agency agreement (the "Agency
     Agreement") relating to the Loan Agreement, a guarantee (the "Guarantee")
     to be provided by the Company in favour of Den Norske Bank ASA as security
     agent and trustee for the benefit of the Creditors as defined in the Loan
     Agreement, and a subordination agreement (the "Subordination Agreement") to
     be entered into by the Company relating to security in respect of certain
     vessels identified therein, in favour of Den Norske Bank ASA (the Loan
     Agreement, the Agency Agreement, the Guarantee and the Subordination
     Agreement together the "Agreements");
     (b) To negotiate, sign, execute under hand or his or their personal seals,
     as appropriate, and deliver on behalf of the Company any documents required
     in connection with the private placement (the "Placement") by the Company
     of up to 56,000,000 ordinary shares of US$1.00 par value at a subscription
     price of US$5.00 each.
     (c) To negotiate, sign, execute under hand or his or their personal seals,
     as appropriate, and deliver on behalf of the Company any documents required
     in connection with the issue (the "Share Issue") of up to 56,012,000
     ordinary shares of US$1.00 par value to the account of the Company's
     sub-registrar Christiania Bank og Kreditkasse, Oslo, Norway ("CBK") as
     nominee for the subscribers to the Placement for subsequent allocation to
     the VPS accounts of the subscribers and the holder of the current share
     capital of 12,000 ordinary shares;
     (d) To negotiate, sign, execute under hand or his or their personal seals,
     as appropriate, and deliver on behalf of the Company any documents required
     in connection with an application for a listing (the "Listing Application")
     of its shares on the Oslo Stock Exchange;
2.   Generally to execute under hand or his or their personal seals, as
     appropriate, make, sign and do any such other agreements, instruments,
     documents, matters or things as the Attorney in his absolute discretion
     deems desirable or expedient in connection with the Agreements, the
     Placement, the Share Issue, the Listing Application and/or the transactions
     or arrangements contemplated thereby, and to do any acts, deeds, matters
     and things whatsoever which in the Attorney's absolute discretion may in
     any way be requisite or proper for giving full effect to the Agreements,
     the Placement, the Share Issue, the Listing Application and/or the
     transactions or arrangements contemplated thereby and/or for authenticating
     and/or giving full effect to the laws and usages of any

<Page>

     country whose laws have to be complied with in the carrying out of any of
     the mandates conferred by this Power of Attorney and to certify on behalf
     of the Company as true copies all documents required pursuant to the above.
3    For any and all the purposes herein mentioned, as and when the Attorney may
     deem necessary or expedient, to appear before and make applications to
     Registrars, Consuls, Consul Agents, Commissioners, Deputy Commissioners,
     Harbour Masters, Port Officials, Maritime Administrators, Public Registry
     Officials, Notaries, Customs and Excise and any other authorities.
4    To appoint a substitute to carry out all or any of the objects herein
     authorised and to revoke any such appointment.

The Company hereby ratifies and confirms and agrees to ratify and confirm
whatsoever the Attorney shall do or purport to do by reason of this presents.

This Power of Attorney shall be valid for a period of 12 months from the date
hereof.

This Power of Attorney is governed by the laws of Bermuda.

IN WITNESS WHEREOF GOLAR LNG LIMITED has caused this Power of Attorney to be
duly executed this 31st day of May, 2001 in accordance with its constitutional
documents and the laws of Bermuda.

The Common Seal of GOLAR LNG LIMITED
was hereunto affixed in the presence of:


                                                                          [SEAL]

/s/ Timothy J. Counsell                    /s/ [ILLEGIBLE]
- ---------------------------------          ------------------------------
Director                                   Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.3
<SEQUENCE>5
<FILENAME>a2094458zex-1_3.txt
<DESCRIPTION>EXHIBIT 1.3
<TEXT>
<Page>

                                                                     EXHIBIT 1.3

FORM NO.6                                                 Registration No. 30506

[LOGO]

                          CERTIFICATE OF INCORPORATION

I hereby in  accordance  with  section 14 of THE  COMPANIES  ACT 1981 issue this
Certificate of Incorporation and do certify that on the 10th day of May, 2001

                                GOLAR LNG LIMITED

was registered by me in the Register maintained by me under the provisions of
the said section and that the status of the said company is that of an exempted
company.

[SEAL]                                  Given  under my hand and the Seal of the
                                        REGISTRAR OF COMPANIES  this 11th day of
                                        May, 2001.


                                     /s/ [ILLEGIBLE]
                                     for Acting Registrar of Companies

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.4
<SEQUENCE>6
<FILENAME>a2094458zex-1_4.txt
<DESCRIPTION>EXHIBIT 1.4
<TEXT>
<Page>

                                                                     EXHIBIT 1.4

FORM NO.7a                                                REGISTRATION NO. 30506

[LOGO]

                            CERTIFICATE OF DEPOSIT OF
                     MEMORANDUM OF INCREASE OF SHARE CAPITAL

        THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital
                                       of
                                GOLAR LNG LIMITED

was delivered to the Registrar of Companies on the 1st day of June, 2001 in
accordance with section 45(3) of THE COMPANIES ACT 1981 ("the Act").

[SEAL]                                  Given under my hand and Seal of the
                                        Registrar of Companies this 20th day of
                                        JUNE, 2001.


                                     /s/ [ILLEGIBLE]
                                     for REGISTRAR OF COMPANIES

Capital prior to increase: HK$ 12,000.00
                           -------------

Amount of increase:        HK$ 99,988,000.00
                           -----------------

Present Capital:           HK$ 100,000,000.00
                           ------------------

<Page>

                                GOLAR LNG LIMITED

I, Timothy J. Counsell, Director of GOLAR LNG LIMITED, a company incorporated
and existing under the laws of the Islands of Bermuda, DO HEREBY CERTIFY that
the following is a true and correct copy of a Written Resolution duly adopted by
the Shareholder of the Company effective 21 May 2001:

     "That the Shareholder does hereby accept the recommendation of the Board of
     Directors of the Company that the authorised share capital of the Company
     be increased from US$12,000.00 to US$100,000,000.00 by the creation of
     99,988,000 additional shares of par value US$ 1.00 each. The Shareholder
     hereby acknowledges that this resolution, shall not take effect until all
     the conditions in the Subscription Agreement relating to the Placement have
     been met."

IN WITNESS WHEREOF I have hereunto set my signature and affixed the seal of
Golar LNG Limited this 31st day of May 2001.


[SEAL]                                              /s/ Timothy J. Counsell
                                                    ----------------------------
                                                    Timothy J. Counsell
                                                    Director
                                                    GOLAR LNG LIMITED

<Page>

FORM NO. 7

[LOGO]

                             THE COMPANIES ACT 1981
                     MEMORANDUM OF INCREASE OF SHARE CAPITAL
                                       OF
                                GOLAR LNG LIMITED
- --------------------------------------------------------------------------------
                   (hereinafter referred to as "the Company")

     DEPOSITED in the office of the Registrar of Companies on the 31st day of
May 2001, in accordance with the provisions of section 45(3) of the Companies
Act 1981.

<Table>
<S>                                                <C>
Minimum Share Capital of the Company               US$        12,000.00

Authorized Share Capital of the Company            US$        12,000.00

Increase of Share Capital as authorized
by a resolution passed at a Written
Resolution of the Company on the 21st
day of May 2001.                                   US$    99,988,000.00
                                                   --------------------
AUTHORIZED SHARE CAPITAL AS INCREASED              US$   100,000,000.00
                                                   --------------------
</Table>

DULY STAMPED in the amount of NIL being the stamp duty payable on the amount of
increase of share capital of the Company in accordance with the provisions of
the Stamp Duties Act, 1976.


                                                     /s/ Timothy J. Counsell
                                                     ---------------------------
                                                     Timothy J. Counsell
                                                     Director


DATED THIS 31st day of May 2001.


NOTE:  This memorandum must be filed in the office of the Registrar of Companies
       within thirty days after the date on which the resolution increasing the
       share capital has effect and must be accompanied by a copy of the
       resolution and the prescribed fee.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>7
<FILENAME>a2094458zex-4_1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
<Page>
                                                                     Exhibit 4.1



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




                           GOLAR LNG 2215 CORPORATION

                                  (as borrower)


                                     - and -


                               LLOYDS TSB BANK PLC

                                   (as lender)




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




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

<PAGE>

                                    CONTENTS

                                                                        Page


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

                                     Page 2
<PAGE>

LOAN AGREEMENT


Dated:             2001


BETWEEN:-

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

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

WHEREAS:-

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

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

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

IT IS AGREED  as follows:-

1      Definitions and Interpretation

       1.1    Definitions

              In this Agreement:-

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

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

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

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

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

                                     Page 3
<Page>

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

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

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

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

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

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

                                     Page 4
<Page>

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

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

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

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

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

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

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

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

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

                                     Page 5
<Page>

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

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

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

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

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

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

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

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

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

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

                                     Page 6
<Page>

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

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

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

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

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

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

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

                                     Page 7
<Page>

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

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

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

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

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

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

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

                                     Page 8
<Page>

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

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

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

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

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

                                     Page 9
<Page>

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

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

              1.1.53 "the Margin" means:-

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

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

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

                                    Page 10
<Page>

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

              1.1.54 "Material  of  Environmental  Concern"  means  and  include
                     pollutants,  contaminants, toxic substances, oil as defined
                     in the  United  States  Oil  Pollution  Act of 1990 and all
                     hazardous  substances  as  defined  in  the  United  States
                     Comprehensive  Environmental  Response,   Compensation  and
                     Liability Act 1990.

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

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

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

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

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

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

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

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

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


                                    Page 11
<Page>

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

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

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

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

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

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

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

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

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

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


                                    Page 12
<Page>

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

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

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

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

              1.1.78 "Total Loss" means:-

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

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

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

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

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

                                    Page 13
<Page>

       1.2    Interpretation

              In this Agreement:-

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

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

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

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

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

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

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

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

              1.2.9  references to times of day are to London time.

       1.3    Offer letter

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

                                    Page 14
<Page>

2      The Loan and its Purpose

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

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

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

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

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

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

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

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

                                    Page 15
<Page>

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

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

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

3      Conditions Precedent and Subsequent

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

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

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

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

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

                                    Page 16
<Page>

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

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

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

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

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

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

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

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

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

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

                                    Page 17
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              3.2.1  Invoice In the case of a Drawing relating to an Instalment,
                     a photocopy,  certified as true, accurate and complete by a
                     director or the secretary of the  Borrower,  of the invoice
                     issued by the  Builder  evidencing  the  obligation  of the
                     Borrower  to pay the  relevant  Instalment  to the  Builder
                     pursuant to the  Building  Contract on a date no later than
                     the proposed Advance Date of the Drawing in question.

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

              3.2.3  Drawdown Notice A Drawdown Notice.

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

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

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

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

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

                                    Page 18
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                     (c)    the protocol of delivery and  acceptance  evidencing
                            the unconditional physical delivery of the Vessel by
                            the Builder to the Borrower pursuant to the Building
                            Contract;

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

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

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

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

                     (h)    the Vessel's SMC; and

                     (i)    the Company's DOC;

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

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

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

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

                                    Page 19
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              3.3.6  Survey report A report by a surveyor and/or other technical
                     adviser  instructed  by the  Bank  to  inspect  the  Vessel
                     confirming  that  the  condition  of the  Vessel  is in all
                     respects acceptable to the Bank.

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

              3.3.8  Drawdown Notice A Drawdown Notice.

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

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

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

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

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

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

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

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

                                    Page 20
<Page>

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

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

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

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

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

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

              3.7.1  be in form and substance acceptable to the Bank;

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

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

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

                                    Page 21
<Page>

4      Representations and Warranties

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

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

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

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

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

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

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

                                    Page 22
<Page>

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

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

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

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

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

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

                                    Page 23
<Page>

5      Repayment and Prepayment

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

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

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

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

                                    Page 24
<Page>

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

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

6      Funding of Balloon and Interest

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

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

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

                                    Page 25
<Page>

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

       6.5    Market disruption: non-availability

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

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

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

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

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

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

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

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

                                    Page 26
<Page>

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

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

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

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

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

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

                                    Page 27
<Page>

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

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

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

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

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

                                    Page 28
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       6.15   Payment  of  Interest  in  respect  of the  Excess  Amount  If the
              Borrower elects to fix the rate of interest in accordance with and
              pursuant to Clause 6.14 interest shall accrue on the Loan from day
              to day at the  Funding  Rate  and  accrued  interest  (other  than
              interest  at the  Default  Rate,  in respect of which  Clause 6.12
              shall  apply) shall be paid on each  Repayment  Date in respect of
              the  Excess  Amount in an amount  as  notified  by the Bank to the
              Borrower  which amount  shall  constitute a new Schedule 1 to this
              Agreement and which, save in the case of manifest error,  shall be
              binding on the Borrower  with regard to repayment of principal and
              interest.

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

       6.17   Market disruption: non-availability

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

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

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

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

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

                                    Page 29
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7      Fees

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

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

8      Security Documents

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

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

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

              8.1.2  the Guarantee the guarantee and indemnity of the Guarantor;

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

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

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

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

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

                                    Page 30
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9      Covenants

       9.1    Negative covenants

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

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

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

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

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

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

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

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

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

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

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

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

                                    Page 31
<Page>

       9.2    Positive covenants

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

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

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

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

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

              9.2.6  ISM Code compliance The Borrower will:-

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

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

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

                                    Page 32
<Page>

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

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

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

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

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

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

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

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

                                    Page 33
<Page>

              9.2.12 Mandatory Prepayment If, at any time:-

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

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

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

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

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

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

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

                                    Page 34
<Page>

10     Cash and Earnings Accounts

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

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

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

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

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

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

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

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

                                    Page 35
<Page>

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

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

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

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

11     Events of Default

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

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

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

                                    Page 36
<Page>

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

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

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

              11.2.5 insolvency events if any of the Security Parties:-

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

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

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

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

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

                                    Page 37
<Page>

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

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

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

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

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

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

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

                                    Page 38
<Page>

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

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

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

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

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

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

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

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

                                    Page 39
<Page>

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

12     Set-Off and Lien

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

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

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

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

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

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

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


                                    Page 40
<Page>

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

13     Assignment and Sub-Participation

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

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

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

14     Payments, Mandatory Prepayment, Reserve Requirements and Illegality

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

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

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

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

                                    Page 41
<Page>

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

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

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

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

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

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

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

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

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

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<Page>

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

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

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

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

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

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

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

                                    Page 43
<Page>

15     Communications

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

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

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

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

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

              15.2.1 in the case of a telex when answered back;

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

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

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

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

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

                                    Page 44
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16     General Indemnities

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

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

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

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

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

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

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

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

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

                                    Page 45
<Page>

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

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

17     Miscellaneous

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

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

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

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

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

                                    Page 46
<Page>

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

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

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

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

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

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

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

                                    Page 47
<Page>

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

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

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

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

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

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

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

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

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

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

       17.23  Alternative Arrangements

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

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

                                    Page 48
<Page>

18     Law and Jurisdiction

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

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

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

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

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

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


                                    Page 49
<Page>

                                   Schedule 1

                           Annuity and Interest Rates




                                    Page 50
<Page>


                                   Schedule 2

                        Calculation of the Mandatory Cost

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

       (i)    where the Loan is denominated in Sterling:

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

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

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

       where on the day of application of the formula:

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

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

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

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

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


                                    Page 51
<Page>

(b)    For the purpose of this Schedule :

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

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

       (iii)  "Fees Regulations" means:-

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

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

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

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

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

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

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




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


                                    Page 52
<Page>


                                   APPENDIX A

To:      Lloyds TSB Bank plc


From:    Golar LNG 2215 Corporation

                                                                         [Date]

Dear Sirs,

                                 Drawdown Notice

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

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

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

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

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

                                Yours faithfully




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



                                    Page 53

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>8
<FILENAME>a2094458zex-4_2.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>
<Page>

                                                                 CONFORMED COPY
                                                                    Exhibit 4.2


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

                                   provided by
                             the banks and financial
                           institutions listed herein

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

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

                              Administrative Agent
                         Christiania Bank og Kreditkasse

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

                                   NORTON ROSE

<PAGE>
                                    Contents

Clause                                                                     Page

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                     Page 2
<PAGE>

THIS AGREEMENT is dated   31 May 2001 and made BETWEEN:

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

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

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

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

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

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

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

IT IS AGREED as follows:

1      Purpose and definitions

1.1    Purpose

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

1.2    Definitions

       In this Agreement, unless the context otherwise requires:

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

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

                                     Page 3
<Page>

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

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

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

       "Annual Financial Statements" means annual:

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

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

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

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

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

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

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

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


                                     Page 4
<Page>

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

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

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

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

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

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

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

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

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

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

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

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


                                     Page 5
<Page>

       "Borrowed Money" means Indebtedness incurred in respect of:

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

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

       (c)    acceptance or documentary credit facilities;

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

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

       (f)    Capitalised Lease Obligations;

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

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

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

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

       "capital expenditure" means expenditure incurred in:

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

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

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

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


                                     Page 6
<Page>

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

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

       (a)    an amount equal to the aggregate of:

              (i)    the product of:

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

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

              (ii)   the product of:

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

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

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

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

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


                                     Page 7
<Page>

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

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

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

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

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

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

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

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

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

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


                                     Page 8
<Page>

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

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

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

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

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

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

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

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

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

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

                                     Page 9
<Page>

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

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

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

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

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


                                    Page 10
<Page>

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

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

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

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

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

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

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

                                    Page 11
<Page>

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

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

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

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

       "Equity Finance" means:

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

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

       (c)    the incurring of Subordinated Debt; or

       (d)    any combination of the foregoing;

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

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

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

       (b)    "relevant expenditure" means:

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

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


                                    Page 12
<Page>

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

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

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

       "Faraway Documents" means:

       (a)    the Faraway Shareholders Agreement;

       (b)    the Golar Mazo Management Agreement;

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

       (d)    the Faraway Loan Agreement;

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

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

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

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

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

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

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

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

                                    Page 13
<Page>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                    Page 14
<Page>

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

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

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

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

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

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

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

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

                                    Page 15
<Page>

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

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

       "Margin" means 1.5%;

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

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

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

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

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

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

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

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

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

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

                                    Page 16
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       "Mortgaged  Ship" means,  at any relevant time, any Ship which is at such
       time  subject  to  a  Mortgage  and/or   Earnings,   the  Insurances  and
       Requisition  Compensation of which are subject to an Encumbrance pursuant
       to the relevant Mortgage and General  Assignment and a Ship shall for the
       purposes of this  Agreement be deemed to be a Mortgaged  Ship as from the
       date  that the  Mortgage  of that  Ship  shall  have  been  executed  and
       registered in accordance with this Agreement until whichever shall be the
       earlier of (i) the due performance by the Borrower of all its obligations
       under clause 4.3  following  the sale or Total Loss of such Ship and (ii)
       the end of the Security Period;

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

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

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

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

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

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

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

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

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

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

                                    Page 17
<Page>

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

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

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

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

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

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


                                    Page 18
<Page>

       "Permitted Encumbrance" means:

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

       (b)    Permitted Liens; and

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

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

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

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

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

       (d)    any lien for salvage;

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

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

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

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

                                    Page 19
<Page>

       "Quarterly Financial Statements" means quarterly:

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

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

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

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

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

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

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

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

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

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

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

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

       (a)    a wholly owned Subsidiary of the Borrower;

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

                                    Page 20
<Page>

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

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

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

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

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

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

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

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

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

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

                                    Page 21
<Page>

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

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

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

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

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

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

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

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

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

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

       (b)    the Compulsory Acquisition of such vessel; or

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

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

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

                                    Page 22
<Page>

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

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

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

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

1.3    Insurance terms

       In clause 8.4(a):

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

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

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

1.4    Accounting terms

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

1.5    Headings

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


                                    Page 23
<Page>

1.6    Construction of certain terms

       In any Security Document unless the context otherwise requires:

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

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

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

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

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

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

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

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

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


                                    Page 24
<Page>

1.7    Majority Banks

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

1.8    Agreed forms

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

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

       For the purposes of this Agreement:

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

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

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

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

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

                                    Page 25
<Page>

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

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

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

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

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

       (i)    for the purposes of this clause 1.9:

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

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

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

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

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

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

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

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

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

                                    Page 26
<Page>

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

1.10   Calculation of Expenditure Provision

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

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

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

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

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

2      The Commitments and the Loan

2.1    Amount

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


                                    Page 27
<Page>

2.2    Obligations several

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

2.3    Interests several

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

2.4    Drawdown

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

2.5    Amount

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

2.6    Availability

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

2.7    Application of proceeds

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

2.8    Termination of Commitments

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


                                    Page 28
<Page>

3      Interest

3.1    Normal interest rate

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

3.2    Selection of Interest Periods

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

3.3    Determination of Interest Periods

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

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

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

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

3.4    Default interest

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


                                    Page 29
<Page>

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

3.5    Notification of interest rate

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

3.6    Reference Bank quotations

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

3.7    Market disruption; non-availability

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

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

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

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

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

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


                                    Page 30
<Page>

       (c)    During the period of 10 days  after any  Determination  Notice has
              been given by the  Administrative  Agent under clause  3.7(a) each
              Bank shall certify an alternative  basis (the "Substitute  Basis")
              for  maintaining  its  Contribution.   The  Substitute  Basis  may
              (without   limitation)  include   alternative   interest  periods,
              alternative  currencies or alternative rates of interest but shall
              include  a margin  above the cost of funds  (including  Additional
              Cost  if  any)  to  such  Bank  equivalent  to  the  Margin.  Each
              Substitute  Basis so certified  shall be binding upon the Borrower
              and shall take effect in  accordance  with its terms from the date
              specified  in the  Determination  Notice  until  such  time as the
              Administrative  Agent  notifies  the  Borrower  that  none  of the
              circumstances  specified  in  clause  3.7(a)  continues  to  exist
              whereupon  the  normal  interest  rate  fixing  provisions  of the
              Agreement shall apply.

4      Repayment and prepayment

4.1    Repayment

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

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

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

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

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

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

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

4.2    Voluntary prepayment

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

4.3    Prepayment on Total Loss and sale, etc.

       (a)    Before Drawdown Date

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

       (b)    Thereafter

              If, on or after the Drawdown Date:

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

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

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

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


                                    Page 31
<Page>

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

       (c)    Defined terms

              For the purposes of this clause 4.3:

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

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

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

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

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

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

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

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

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

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

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


                                    Page 32
<Page>

              "Disposal Repayment Date" means:

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

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

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

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

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

              (i)    Ships

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

              (ii)   Golar Mazo

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

              (iii)  Owning Companies

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

              (iv)   Faraway shares

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


                                    Page 33
<Page>

       (e)    Valuation conclusive and costs

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

       (f)    Date of Total Loss

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

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

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

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

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

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

       (g)    Application of Total Loss and sale proceeds

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

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

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

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


                                    Page 34
<Page>

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

4.4    Amounts payable on prepayment

       Any prepayment under this Agreement shall be made together with:

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

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

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

4.5    Notice of prepayment; reduction of repayment instalments

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

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

4.6    Additional voluntary prepayment

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

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

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

                                    Page 35
<Page>

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

4.7    Faraway dividends

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

5      Fees commission and expenses

5.1    Fees and commissions

       The Borrower shall pay to the Administrative Agent:

       (a)    Arrangement fee

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

       (b)    Commitment commission

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

       (c)    Agency fee

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

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

5.2    Expenses

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

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

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


                                    Page 36
<Page>

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

5.3    Value added tax

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

5.4    Stamp and other duties

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

6      Payments and taxes; accounts and calculations

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

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

6.2    Payments by the Banks

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

6.3    Administrative Agent may assume receipt

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


                                    Page 37
<Page>

6.4    Non-Banking Days

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

6.5    Calculations

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

6.6    Certificates conclusive

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

6.7    Grossing-up for Taxes

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

6.8    Grossing-up for Taxes - Banks

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

6.9    Bank accounts

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


                                    Page 38
<Page>

6.10   Partial payments

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

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

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

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

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

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

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

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

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

7      Representations and warranties

7.1    Continuing representations and warranties

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

       (a)    Due incorporation

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

       (b)    Corporate power

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

                                    Page 39
<Page>

       (c)    Binding obligations

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

       (d)    No conflict with other obligations

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

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

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

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

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

       (e)    No filings required

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

       (f)    Choice of law

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

       (g)    No immunity

              no Security Party nor any of its assets is entitled to immunity on
              the grounds of  sovereignty  or otherwise from any legal action or
              proceeding  (which  shall  include,   without  limitation,   suit,
              attachment prior to judgement, execution or other enforcement);

       (h)    Owning  Companies,  Oxbow and Golar Maritime  Subsidiaries  of the
              Borrower

              each of the Owning  Companies  (other  than  Golar Gas  Cryogenics
              Inc.) and  Golar  Maritime  is a wholly  owned  Subsidiary  of the
              Borrower  and  Golar Gas  Cryogenics  Inc.  and Oxbow  will on the
              Drawdown Date be wholly owned Subsidiaries of the Borrower; and

                                    Page 40
<Page>

       (i)    Shareholdings in the Borrower

              the Parent will on the Drawdown  Date own directly or  indirectly,
              legally  and  beneficially,  all the issued  share  capital of the
              Borrower.

7.2    Initial representations and warranties

       The Borrower  represents  and warrants  (and shall be deemed to represent
       and warrant) to each of the Creditors:

       (a)    No default in respect of other Indebtedness

              no Security  Party nor any other  member of the Golar LNG Group is
              (nor  would  with the  giving  of  notice  or lapse of time or the
              satisfaction of any other condition or combination  thereof be) in
              breach  of  or  in  default  under  any   agreement   relating  to
              Indebtedness  to  which  it is a party or by which it may be bound
              and no member of the Golar Gas Group is liable for Borrowed  Money
              or Swap Liabilities save as are permitted by clause 8.3(i);

       (b)    Information

              the information and reports furnished by any Security Party to the
              Administrative  Agent,  the Lead Arrangers,  the Security Agent or
              the Banks in connection  with the  negotiation  and preparation of
              the Security  Documents was, to the best of such Security  Party's
              and the  Borrower's  knowledge and belief fair and accurate in all
              material  respects when given (or, in the case of any projections,
              was based on reasonable assumptions) subject to any qualifications
              given  in  writing  at the  time of  giving  such  information  or
              contained within such information and there are no other facts the
              omission  of which would have made any fact or  statement  therein
              misleading in any material respect;

       (c)    Compliance with Environmental Laws and Approvals

              except as may already have been disclosed by the Borrower prior to
              the date of this  Agreement  in writing  to, and  acknowledged  in
              writing by, the Administrative Agent:

              (i)    to the best of the  Borrower's  knowledge  and belief after
                     due  enquiry,  all  members  of the Golar  LNG  Group  have
                     complied  in  all  respects  with  the  provisions  of  all
                     applicable Environmental Laws;

              (ii)   to the best of the  Borrower's  knowledge  and belief after
                     due  enquiry,  all  members  of the Golar  LNG  Group  have
                     obtained all Environmental  Approvals and are in compliance
                     in all  respects  with  all such  applicable  Environmental
                     Approvals; and

              (iii)  no member of the Golar LNG Group has received any notice of
                     any Environmental Claim against any member of the Golar LNG
                     Group, Faraway, any Ship or Golar Mazo;


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       (d)    No Environmental Claims

              except as may already have been disclosed by the Borrower prior to
              the date of this  Agreement  in writing  to, and  acknowledged  in
              writing by, the  Administrative  Agent,  there is no Environmental
              Claim  pending  or, to the best of the  Borrower's  knowledge  and
              belief  after due  enquiry,  threatened  against any member of the
              Golar LNG Group, Faraway, any Ship or Golar Mazo;

       (e)    No Environmental incidents

              except as may already have been disclosed by the Borrower prior to
              the date of this  Agreement  in writing  to, and  acknowledged  in
              writing  by,  the  Administrative   Agent,  to  the  best  of  the
              Borrower's  knowledge  and belief after due enquiry there has been
              no emission,  spill,  release or discharge of a Pollutant from any
              Ship or Golar Mazo;

       (f)    No other Environmental problems

              except as may have already been disclosed by the Borrower prior to
              the date of this  Agreement  in  writing  to and  acknowledged  in
              writing by, the Administrative Agent, to the best of the knowledge
              and belief of the Borrower and its  directors  and other  officers
              (having made due enquiry) there are no circumstances  arising from
              any  breach  of  Environmental  Laws or which  may give rise to an
              Environmental  Claim which  constitutes,  or may give rise to, the
              Event of Default specified in clause 10.1(y);

       (g)    Copies true and complete

              the  copies  of  the  Underlying  Documents  delivered  or  to  be
              delivered to the Administrative  Agent pursuant to clause 9.1 are,
              or will  when  delivered  be,  true and  complete  copies  of such
              documents;  each of such documents will when delivered  constitute
              valid,  binding and enforceable  obligations of the members of the
              Golar Gas Group who are  parties  thereto and there will have been
              no amendments or variations thereof or defaults thereunder;

       (h)    Consents obtained

              every   consent,   authorisation,   licence  or  approval  of,  or
              registration with or declaration to, governmental or public bodies
              or  authorities  or courts  required  by any  Security  Party (and
              considered   by  the   Administrative   Agent,   in  its  absolute
              discretion,  to be  material)  to  authorise,  or  required by any
              Security  Party  in  connection  with,  the  execution,  delivery,
              validity,  enforceability  or  admissibility  in  evidence  of the
              Underlying  Documents  and each of the  Security  Documents or the
              performance  by any Security  Party of its  obligations  under the
              Security  Documents has been obtained or made and is in full force
              and effect and there has been no default in the  observance of any
              condition or  restriction  (if any)  imposed in, or in  connection
              with,  any of the same and except as  disclosed  in writing by the
              Borrower  to the  Administrative  Agent  prior to the date of this
              Agreement;

       (i)    Pari passu

              the  obligations  of the Borrower under this Agreement are direct,
              general and unconditional  obligations of the Borrower and rank at
              least pari passu with all other  present and future  unsecured and
              unsubordinated Indebtedness of the Borrower;

       (j)    No withholding Taxes

              no Taxes are imposed by withholding or otherwise on any payment to
              be made by any Security  Party under the  Underlying  Documents or
              the  Security  Documents  or are  imposed  on or by  virtue of the
              execution  or delivery  by any  Security  Party of the  Underlying
              Documents  or the  Security  Documents  or any other  document  or
              instrument  to be executed or delivered  under any of the Security
              Documents;

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       (k)    No Default

              no Default has occurred and is continuing;

       (l)    Ships

              each Ship will on the Drawdown Date be:

              (i)    in the absolute  ownership of the relevant  Owning  Company
                     free and clear of all Encumbrances  other than current crew
                     wages and the  relevant  Mortgage  who will on the Drawdown
                     Date be the sole, legal and beneficial owner of such Ship;

              (ii)   registered  in the  name  of the  relevant  Owning  Company
                     through the relevant  Registry as a ship under the laws and
                     flag of the relevant Flag State;

              (iii)  operationally seaworthy and in every way fit for service;

              (iv)   classed  with  the  relevant  Classification  free  of  all
                     overdue  requirements and  recommendations  of the relevant
                     Classification Society;

              (v)    managed by an Approved Manager under an Approved Management
                     Agreement; and

              (vi)   continuing   in  the  service  of  the  relevant   Approved
                     Charterer under its Approved Charter (if any);

       (m)    Golar Mazo

              Golar Mazo will on the Drawdown Date be:

              (i)    in the  absolute  ownership  of  Faraway  who  will  on the
                     Drawdown Date be the sole,  legal and  beneficial  owner of
                     Golar Mazo;

              (ii)   registered  in the name of Faraway as a ship under the laws
                     and flag of the Republic of Liberia;

              (iii)  operationally seaworthy and in every way fit for service;

              (iv)   classed  with  the  classification  +100A1,  Liquefied  Gas
                     Carrier    free   of   all   overdue    requirements    and
                     recommendations of Lloyd's Register of Shipping;

              (v)    managed  by  an  Approved  Manager  under  the  Golar  Mazo
                     Management Agreement; and

              (vi)   continuing in the service of Pertamina  under the Pertamina
                     Charter;

       (n)    Compliance with Approved Charters

              Each Owning Company has complied in all material respects with the
              provisions of the relevant Approved Charter;

       (o)    Compliance with ISM Code

              each Owning  Company  and  Approved  Manager  has  complied at all
              material times in all material respects with the ISM Code;

       (p)    No litigation

              no litigation,  arbitration or administrative proceeding is taking
              place,  pending or, to the knowledge of the officers of any of the
              Borrower,  threatened  against  any  Security  Party or any  other
              member of the Golar LNG Group which could have a material  adverse
              effect on the  business,  assets  or  financial  condition  of any
              Security Party;

       (q)    Ship's employment

              other than pursuant to the Approved Charters, neither any Ship nor
              Golar Mazo is nor will on or before the  Drawdown  Date be subject
              to any charter or contract or to any  agreement  to enter into any
              charter or contract  which, if entered into after the date of this
              Agreement  would have  required the consent of the Security  Agent
              under this  Agreement  and there is no  agreement  or  arrangement
              whereby the Earnings of any Ship after the date of this  Agreement
              may be shared with any other person;

                                    Page 43
<Page>

       (r)    Freedom from Encumbrances

              none  of the  Ships  nor  Golar  Mazo  nor  their  respective  its
              Earnings,  Insurances or  Requisition  Compensation  nor any other
              properties  or rights  which are, or are to be, the subject of any
              of the  Security  Documents  nor any part  thereof  will be on the
              Drawdown  Date subject to any  Encumbrance  other than for current
              crew wages and the relevant Security Documents;

       (s)    Shareholdings in Parent

              the Parent is a wholly owned Subsidiary of Osprey;

       (t)    No material adverse change

              there has been no  material  adverse  change  in the  consolidated
              financial  position  of the Golar Gas Group from that set forth in
              the pro forma financial  statements  referred to in clause 7.2(x);
              and

       (u)    Faraway ownership

              40%  of the  issued  share  capital  of  Faraway  is  legally  and
              beneficially  owned by Oxbow and 20% is legally  and  beneficially
              owned  by  Golar  Maritime  and the  remaining  40% of such  share
              capital is legally  and  beneficially  owned by Chinese  Petroleum
              Corporation;

       (v)    Liability to Taxation

              save and except as  disclosed  in writing by the  Borrower  to the
              Administrative  Agent  prior  to the  date of this  Agreement,  no
              member of the Golar Gas  Group is  liable  for or  subject  to any
              Taxes  imposed  by any  fiscal  authority  of or within any taxing
              jurisdiction  (including any international,  national,  municipal,
              state,  local  or  other  taxing  jurisdiction)  by  reason  of  a
              connection  between  any  member  of the  Golar Gas Group and such
              taxing  jurisdiction or carrying on business in such  jurisdiction
              or by reason of any  member  of the  Golar Gas Group  carrying  on
              business  in such  jurisdiction  not  being a  connection  arising
              solely as a result of a vessel being located in that jurisdiction,
              or loading or discharging at a port within that  jurisdiction,  in
              the  ordinary  course of the business of a member of the Golar Gas
              Group as owner and/or operator and/or  charterer and/or manager of
              such vessel;

       (w)    Faraway Borrowed Money

              Faraway is not liable  for,  and has not  incurred,  any  Borrowed
              Money except pursuant to the Faraway Loan Agreement;


                                    Page 44
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       (x)    Financial statements

              the pro  forma  annual  financial  statements  in  respect  of the
              financial  year  ended  as of 31  May  2001  as  delivered  to the
              Administrative  Agent have been prepared in  accordance  with GAAP
              which  have been  consistently  applied  and  present  fairly  and
              accurately the financial  position of the Borrower and each Owning
              Company and the consolidated  financial  position of the Golar Gas
              Group (excluding Oxbow,  Golar Maritime and Faraway)  respectively
              as at such date and the results of the  operations of the Borrower
              and each Owning Company and the consolidated  results of the Golar
              Gas  Group   (excluding   Oxbow,   Golar   Maritime  and  Faraway)
              respectively  for the financial year ended on such date and, as at
              such date,  neither the  Borrower  nor any Owning  Company nor the
              Golar Gas Group (excluding Oxbow,  Golar Maritime and Faraway) had
              any  liabilities  (contingent  or otherwise) or any  unrealised or
              anticipated losses which are not disclosed by, or reserved against
              or provided for in, such financial  statements  and, in respect of
              any  contingent  liabilities  (whether  or not  material),  with a
              description  of the basis for the liability and an  explanation of
              why the liability is not deemed to be material;

       (y)    Initial Approved Manager

              following the Drawdown Date and the restructuring of the Golar LNG
              Group, the existing employees of the Initial Manager will continue
              to be employed on substantially the same basis; and

       (z)    Solvency

              the Borrower and each Guarantor is Solvent and will continue to be
              Solvent at and after the Drawdown Date.

7.3    Repetition of representations and warranties

       On and as of the Drawdown  Date and on each  Rollover  Date and any other
       date for the payment of interest  under clause 3.1, the Borrower shall be
       deemed to repeat the  representations  and warranties in clause 7.1 as if
       made with reference to the facts and  circumstances  existing on such day
       and on and as of the  Drawdown  Date,  the  Borrower  shall be  deemed to
       repeat the representations and warranties in clause 7.2.

7.4    Warranty as to future financial statements

       On and as of  each  Rollover  Date,  the  Borrower  shall  be  deemed  to
       represent  and  warrant  to each of the  Creditors  that the then  latest
       Annual Financial  Statements then delivered to the  Administrative  Agent
       (if any) have been  prepared in accordance  with GAAP and present  fairly
       and accurately the financial  positions of the Borrower,  the Parent, the
       Owning Companies, Oxbow and Golar Maritime and the consolidated financial
       positions of the Golar LNG Group  (excluding  Oxbow,  Golar  Maritime and
       Faraway)  respectively as at the end of the financial period to which the
       same  relate  and the  results of the  operations  of the  Borrower,  the
       Parent,   the  Owning  Companies,   Oxbow  and  Golar  Maritime  and  the
       consolidated  results of the operations of the Golar LNG Group (excluding
       Oxbow, Golar Maritime and Faraway)  respectively for the financial period
       to which the same  relate and,  as at the end of such  financial  period,
       neither the Borrower,  the Parent, the Owning Companies,  Oxbow and Golar
       Maritime  nor the Golar  LNG  Group  nor the  Golar Gas Group  (excluding
       Oxbow,  Golar  Maritime  and  Faraway)  had any  significant  liabilities
       (contingent or otherwise) or any  unrealised or anticipated  losses which
       are not  disclosed  by, or  reserved  against or  provided  for in,  such
       financial statements.


                                    Page 45
<Page>

8      Undertakings

8.1    General

       The Borrower  undertakes  with each of the Creditors that  throughout the
       Security Period it will:

       (a)    Notice of Default

              promptly  inform the  Administrative  Agent of any  occurrence  of
              which it becomes aware which in the Borrower's  reasonable opinion
              might  materially and adversely affect the ability of any Security
              Party to  perform  their  obligations  under  any of the  Security
              Documents and,  without  limiting the generality of the foregoing,
              will inform the Administrative Agent of any Default forthwith upon
              becoming aware thereof and will from time to time, if so requested
              by the Administrative  Agent,  confirm to the Administrative Agent
              in writing that, save as otherwise stated in such confirmation, no
              Default has occurred and is continuing;

       (b)    Consents and licences

              without  prejudice  to  clauses  7 and 8.6,  obtain or cause to be
              obtained,  maintain  in full  force and  effect  and comply in all
              material  respects with the conditions and  restrictions  (if any)
              imposed in, or in connection with,  every consent,  authorisation,
              licence  or  approval  of   governmental   or  public   bodies  or
              authorities  or courts and do, or cause to be done, all other acts
              and things  which may from time to time be  necessary or desirable
              under  applicable law for the continued due performance of all the
              obligations  of the  Security  Parties  under each of the Security
              Documents;

       (c)    Use of proceeds

              use the Loan exclusively for the purpose specified in clause 1.1;

       (d)    Pari passu

              ensure  that its  obligations  under this  Agreement  shall at all
              times  rank at least pari  passu  with all its other  present  and
              future  unsecured  and   unsubordinated   Indebtedness   with  the
              exception of any obligations  which are  mandatorily  preferred by
              law and not by contract;

       (e)    Financial statements, budgets, cashflows and certificates

              (i)    Accounts

                     prepare Annual Financial Statements in accordance with GAAP
                     consistently  applied in respect of each financial year and
                     cause  the  same  to be  reported  on by the  Auditors  and
                     prepare Quarterly Financial Statements on the same basis as
                     the Annual  Financial  Statements  and  deliver  sufficient
                     copies  of  the  same  to  the  Administrative   Agent  for
                     distribution  to the Banks as soon as  practicable  but not
                     later  than  120  days  (in the  case of  Annual  Financial
                     Statements) or 60 days (in the case of Quarterly  Financial
                     Statements) (or, in either such case, such longer period as
                     may be agreed in writing by the Administrative Agent) after
                     the end of the financial period to which they relate;

              (ii)   Budgets, cashflow projections etc.,

                     deliver to the  Administrative  Agent,  for distribution to
                     the Banks sufficient copies of the following documents:

                     (A)    not  later  than  30  days  after  the  end of  each
                            financial  year,  a budget and cash flow  projection
                            for the Golar Gas Group for the next twelve months;

                                    Page 46
<Page>

                     (B)    not  later  than 30 days  after the end of each half
                            year period,  a cash flow  projection  for the Golar
                            Gas Group for the next six months; and

                     (C)    at least thirty (30) days prior to the date on which
                            it is  proposed  to  make a  payment  of any  Equity
                            Distribution  under proviso (A) to clause 8.3(c),  a
                            statement (certified by the Chairman or President of
                            the Borrower or, in his, her or their  absence,  any
                            other  officer  of the  Borrower  for the time being
                            acceptable  to  the  Administrative  Agent)  of  the
                            amount of the proposed Equity  Distribution  and the
                            Cumulative Net Income up to the end of the financial
                            quarter most recently ended,  the aggregate  amounts
                            of Equity Distributions  previously made pursuant to
                            clause  8.3(c)(A),  the amount of the Free Available
                            Cash at such  date  and the Cash  Reserve  as at the
                            relevant date  accompanied  by a certificate  by the
                            Chairman or  President  of the  Borrower or, in his,
                            her or  their  absence,  any  other  officer  of the
                            Borrower  for  the  time  being  acceptable  to  the
                            Administrative Agent that the payment of such Equity
                            Distribution  will comply with proviso (A) to clause
                            8.3(c);

                     (D)    Certificate of compliance with clause 8.5

                            at the same  time as the  Borrower  delivers  to the
                            Administrative  Agent, pursuant to clause 8.1(e)(i),
                            copies  of  the  Annual   Financial   Statements  or
                            Quarterly Financial  Statements (as the case may be)
                            the Borrower shall provide a statement signed by the
                            Chief Financial Officer or another senior officer of
                            the Borrower (in  substantially  the form set out in
                            schedule 7 confirming:

                            1)     the respective amounts of:

                            o      the  Cash  Balances,  the  Cash  Reserve  and
                                   Minimum Free Available Cash

                            o      Current Assets,  Current  Liabilities and the
                                   current portion of Long Term Debt

                            o      Annualised EBITDA and Interest Expense

                            o      Net Debt

                            in  respect of or, as the case may be, as at the end
                            of the financial  period  expiring on the date as at
                            and for which the relevant financial statements were
                            prepared  (or,  in the  case of  Annualised  EBITDA,
                            calculated  by  reference  to the three month period
                            expiring  on such date) (or, in the case of Interest
                            Expense,  for the twelve  month  period  expiring on
                            such date) and that such amounts were  calculated in
                            accordance with this Agreement and GAAP;

                                    Page 47
<Page>

                            2)     that  such  Annual  Financial  Statements  or
                                   Quarterly Financial  Statements were prepared
                                   in  accordance   with  GAAP  or,  if  not  so
                                   prepared,  setting  forth full details of the
                                   adjustments  required  to  be  made  to  such
                                   statements  to reflect  GAAP as  necessary to
                                   calculate   the   amounts   referred   to  in
                                   sub-paragraph (A) above;

                            3)     that as at the  date to  which  the  relevant
                                   financial   statements   are  made  up,   the
                                   Borrower was in compliance with the covenants
                                   and  undertakings  set out in clause 8.5 (or,
                                   if it was not in such compliance,  indicating
                                   the  extent  of  the  breach  and  the  steps
                                   intended to be taken to remedy the same); and

                            4)     that, as at the date not more than seven days
                                   prior to the delivery of the certificate,  no
                                   Default has occurred and is  continuing  (or,
                                   if  such  is not  the  case,  specifying  the
                                   same);

              (iii)  Faraway accounts

                     deliver to the  Administrative  Agent,  for distribution to
                     the Banks,  sufficient copies for all the Banks of, in each
                     case at the time of issue thereof any financial  statements
                     or reports issued by Faraway to Oxbow and Golar Maritime;

       (f)    Delivery of reports

             deliver to the Administrative Agent, for distribution to the Banks,
             sufficient copies for all the Banks of, in each case at the time of
             issue  thereof  every report,  circular,  notice or other  document
             issued by any member of the Golar LNG Group to its creditors or (in
             the case of the Parent) shareholders generally;

       (g)    Provision of further information

              provide the  Administrative  Agent with such  financial  and other
              information  concerning the Security Parties, other members of the
              Golar LNG Group and their respective affairs as the Administrative
              Agent or any Bank (acting  through the  Administrative  Agent) may
              from time to time reasonably require;

       (h)    Tax filings and payment of Taxes

              file or cause to be filed all tax returns  required to be filed in
              all  jurisdictions  in which it and any other members of the Golar
              LNG  Group  are  situate  or carry on  business  or are  otherwise
              subject to Taxation  and pay all Taxes shown to be due and payable
              on such  returns or any  assessments  made  against it (other than
              those  being  contested  in good faith  where such  payment may be
              lawfully  withheld) and adequate  reserves have been made for such
              payment should it be found to be payable;

       (i)    Legal proceedings

              upon becoming aware that the same may be threatened or pending and
              in any case immediately after the commencement thereof give to the
              Administrative  Agent  notice  in  writing  of any  litigation  or
              arbitration or administrative proceedings or any dispute affecting
              the  Borrower  or any other  members of the Golar LNG Group any of
              their  respective  assets,  rights or revenues which if determined
              against it might  materially  and adversely  affect the ability of
              the Borrower duly to perform and observe its obligations under any
              of the Security Documents;

       (j)    Obligations under Security Documents

              duly and punctually  perform each of the obligations  expressed to
              be assumed by it under the Security Documents;

       (k)    Insurance

              insure  and  keep  insured  all its  properties  and  assets  with
              underwriters  or insurance  companies of repute to such extent and
              against  such risks as  prudent  companies  engaged in  businesses
              similar to its own are normally insured;

       (l)    Pension schemes

              within 60 days of the  Drawdown  Date (or such  later  date as the
              Administrative  Agent (acting on the  instructions of the Majority
              Banks) may agree), deliver to the Administrative Agent a valuation
              of the pension schemes for the time being operated for the benefit
              of  employees  of  members  of the Golar LNG  Group  and,  if such
              valuation   shows  a  deficit  of   USD5,000,000   or  more  on  a
              discontinuance  basis, take such steps as the Banks may reasonably
              require to remedy or otherwise provide for such deficit; and


                                    Page 48
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       (m)    Compliance with laws and regulations

              comply  with the terms and  conditions  of all laws,  regulations,
              agreements,  licences and concessions  material to the carrying on
              of their business.

8.2    Valuation of Ships

       (a)    Valuation of Ships and Golar Mazo

              Each  Mortgaged  Ship and Golar Mazo shall be valued in Dollars as
              at each  Disposal  Repayment  Date  by two  independent  firms  of
              shipbrokers  one  appointed  by the  Administrative  Agent and the
              other  nominated by the Borrower from a list of firms from time to
              time approved in writing by the  Administrative  Agent or, failing
              such  nomination  (within  seven  (7) days of a  request  from the
              Administrative Agent to nominate a firm) or approval, appointed by
              the Administrative Agent in its sole discretion (each valuation to
              be made on the  basis of a sale for  prompt  delivery  for cash at
              arms length on normal  commercial terms as between a willing buyer
              and a willing  seller  taking  into  account  the  benefit  of any
              Approved  Charter or any other  charterparty  or other  engagement
              concerning each vessel and, if the  Administrative  Agent requires
              such  valuation to be made after  physical  inspection,  with such
              physical inspection having been carried out).

              Unless one of such  valuations  is for an amount  which is 110% or
              more of the other,  the mean of such valuations  shall  constitute
              the value of the  relevant  vessel for the purposes of this clause
              8.2. If one such valuation is for such amount,  the Administrative
              Agent  shall  appoint  (at  the  cost  of the  Borrower)  a  third
              independent  firm of  shipbrokers to value such vessel on the same
              basis  and in the  same  manner  and the  mean of all  three  such
              valuations  shall  constitute the value of the relevant vessel for
              the purposes of this clause 8.2.

              The value of each vessel as most recently determined in accordance
              with the  provisions  of this clause 8.2 shall be binding upon the
              parties  hereto  until such time as any  further  such  valuations
              shall be obtained.

       (b)    Information

              The Borrower  undertakes to the Administrative  Agent to supply to
              the  Administrative   Agent  and  to  any  such  shipbrokers  such
              information  concerning  each  Ship  and  its  condition  as  such
              shipbrokers  may reasonably  require for the purpose of making any
              such valuations.

       (c)    Costs

              All costs in connection  with the  Administrative  Agent obtaining
              any  valuation of the Mortgaged  Ships  referred to in this clause
              shall be borne by the Borrower.

8.3    Negative undertakings concerning the Borrower and the Golar Gas Group

       The Borrower  undertakes  with each of the Creditors that  throughout the
       Security  Period it will  not,  and will  procure  that none of the other
       members  of the Golar Gas Group  (which  shall,  for this  purpose  only,
       exclude Faraway unless and until it has become a wholly owned  Subsidiary
       of  the  Borrower)  will,  without  the  prior  written  consent  of  the
       Administrative Agent (acting on the instructions of the Majority Banks):

       (a)    No merger

              merge or consolidate with any other person;

       (b)    Capital expenditure

              incur  or  make  any  capital  expenditure,   except  for  capital
              expenditure in upgrading a Mortgaged Ship to meet the requirements
              of a third  party  charterer  or on  upgrading  or  improving  any
              Mortgaged Ship for other  operational  purposes provided that such
              expenditure  on any  Mortgaged  Ship does not in any  period of 30
              consecutive months exceed USD5,000,000;

       (c)    Equity Distributions

              make or pay any Equity Distribution provided however that:

              (A)    provided no Default has  occurred  and is  continuing,  the
                     Borrower  may   (subject  to  having  first   provided  the
                     applicable  statement and certificate required under clause
                     8.1(e)(ii)(C))  on any date (the  "Relevant  Date")  pay or
                     make a dividend  provided  that after paying or making such
                     dividend  the  aggregate  of all  dividends  paid  or  made
                     pursuant to this paragraph  (A),  effected on or before the
                     Relevant  Date will not exceed an amount  equal to one half
                     of its  Cumulative  Net  Income  at the  Relevant  Date and
                     provided:

                     1)     no Default has occurred and is continuing; and


                                    Page 49
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                     2)     the Free  Available  Cash at the Relevant Date will,
                            following the payment of the dividend  above and any
                            related  withdrawal  from an Eligible  Account under
                            clause 14.1(b)(iv), equal or exceed not less than an
                            amount equal to the sum of  USD35,000,000  minus the
                            Cash Reserve as the Relevant Date;

              (B)    any   Subsidiary   of  the   Borrower   may   make   Equity
                     Distributions  to the Borrower or a wholly owned Subsidiary
                     of the Borrower;

              (C)    the Borrower may pay Equity  Distributions to the Parent of
                     an amount equal to all dividends and other amounts received
                     by Oxbow and/or Golar Maritime from Faraway and credited to
                     an Earnings Account which remain after making any mandatory
                     prepayment  required under clause 4.3 or 4.7 as a result of
                     receipt of such  dividend or other  amounts by Oxbow and/or
                     Golar Maritime;

       (d)    Amendments to, and termination of, Approved Management Agreements

              agree to,  or permit or  suffer,  any  material  amendment  of, or
              material  variation  in the terms of,  or  cancel  or  rescind  or
              otherwise terminate any Approved  Management  Agreement save for a
              termination of the  appointment of any Approved  Manager  provided
              that  upon  such  termination  a new  Approved  Manager  has  been
              appointed  pursuant to an Approved  Management  Agreement on terms
              approved  in writing by the  Administrative  Agent  (acting on the
              instructions   of  the   Majority   Banks)   (such   approval  and
              instructions not to be unreasonably withheld);

       (e)    Series of disposals

              sell,  convey,  transfer,  lease or otherwise  dispose of all or a
              substantial part of the assets of the Borrower or of the Golar Gas
              Group taken as a whole (whether by one  transaction or a series of
              transactions  and whether  related or not) (and, for the avoidance
              of doubt,  a Mortgaged  Ship or the Golar Gas Group's  interest in
              share capital of Faraway shall not be deemed  substantial  for the
              purpose of this clause 8.3(e));

       (f)    Other business

              in the case of an Owning  Company,  undertake  any business  other
              than the  ownership  and  operation of its Ship and in the case of
              the  Borrower,  undertake  any  business  other than owning to the
              Owning  Companies,  Oxbow  and Golar  Maritime  and in the case of
              Oxbow and Golar  Maritime,  undertake any business  other than the
              ownership of their respective shares in Faraway;

       (g)    Acquisitions

              in the  case of an  Owning  Company,  acquire  or own any  further
              assets  other  than its  Ship and its  rights  arising  under  the
              Underlying  Documents  and other  contracts  entered into by or on
              behalf of the relevant  Owning  Company in the ordinary  course of
              its business of owning and operating such Ship and chartering such
              Ship and, in the case of the Borrower,  acquire or own any further
              assets  other  than the  shares in the  Owning  Companies  and its
              rights arising under the Underlying  Documents and other contracts
              entered  into by or on  behalf  of the  Borrower  in the  ordinary
              course  of its  business  and,  in the  case of  Oxbow  and  Golar
              Maritime,  acquire  or own any  further  assets  other  than their
              respective  shares in Faraway and their rights  arising  under the
              Faraway Documents and other contracts entered into by or on behalf
              of  Oxbow  or  Golar  Maritime  in the  ordinary  course  of their
              business;

       (h)    Other obligations

              in the case of an  Owning  Company,  incur or  permit to exist any
              obligations  except for  obligations  arising  under the  Approved
              Management  Agreement for its Ship, any relevant  charter,  or the
              Security  Documents  or  contracts  entered  into in the  ordinary
              course of its business of owning,  operating and  chartering  such
              Ship and, in the case of the  Borrower,  Oxbow and Golar  Maritime
              incur or permit to exist any  obligations  except for  obligations
              arising under the Security Documents and contracts entered into by
              or on behalf of the Borrower,  Oxbow or (as the case may be) Golar
              Maritime in the ordinary course of their business and, in the case
              of Oxbow and Golar Maritime only, under the Faraway Documents;

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       (i)    No borrowing or swaps

              incur or permit to exist any Borrowed Money or Swap Liabilities of
              any member of the Golar Gas Group except for:

              (i)    Borrowed Money pursuant to the Security Documents;

              (ii)   Borrowed  Money  owing by the  Borrower  or a wholly  owned
                     Subsidiary  of the  Borrower  to the  Borrower  or  another
                     wholly owned  Subsidiary of the Borrower  (other than Oxbow
                     or Golar Maritime);

              (iii)  Eligible Swap Liabilities; and

              (iv)   Subordinated Debt;

       (j)    Repayment of borrowings from Restricted Associates

              repay the  principal  of, or pay  interest  on or any other sum in
              connection  with any of its Borrowed  Money owed to any Restricted
              Associate;

       (k)    Repayment of borrowings

              in the case of an Owning  Company,  repay the principal of, or pay
              interest  on or  any  other  sum  in  connection  with  any of its
              Borrowed  Money except for Borrowed  Money owing to the  Creditors
              pursuant to the  Security  Documents,  to the extent  permitted by
              this  Agreement,  Subordinated  Debt  owing  to  the  Parent  and,
              provided  no Event of  Default  has  occurred  and is  continuing,
              Borrowed  Money  owing to other  members  of the  Golar  Gas Group
              (other than Oxbow, Golar Maritime or Faraway);

       (l)    Sureties

              except  pursuant  to the  Security  Documents,  permit  any of its
              Indebtedness  to any person to be  guaranteed by any person (other
              than the  Borrower) and save (in the case of a member of the Golar
              Gas Group which owns or bareboat charters a vessel) for guarantees
              or indemnities  from time to time required in the ordinary  course
              by any  protection  and  indemnity or war risks  association  with
              which its vessel is  entered,  guarantees  required to procure the
              release of such vessel from any arrest,  detention,  attachment or
              levy or  guarantees  or  undertakings  required for the salvage of
              such  vessel and  guarantees  required to obtain  certificates  of
              financial  responsibility  required  for the  lawful  trading  and
              operation of its vessel;

       (m)    Subsidiaries

              form or acquire or permit to exist any Subsidiaries other than the
              Owning  Companies,  Golar Maritime,  Oxbow,  Faraway and any other
              direct wholly owned  Subsidiary of the Borrower  incorporated  for
              the purpose of  facilitating  the  management and operation of the
              Ships and which  does not own or charter  vessels  or other  fixed
              assets;

       (n)    Encumbrances

              permit any Encumbrance to subsist, arise or be created or extended
              over all or any part of its present or future undertaking, assets,
              rights or  revenues  to secure or  prefer  any  present  or future
              Indebtedness  or other  liability or any other  obligation  of any
              person save for Permitted Encumbrances;


                                    Page 51
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       (o)    Guarantees and counter indemnities

              issue,  or  permit  to  remain  outstanding,   any  guarantees  or
              indemnities or otherwise  become directly or  contingently  liable
              for the  obligations  of, or in favour of, any person or issue, or
              permit to remain outstanding, any indemnity or other obligation to
              reimburse  or secure to any other  person in  respect  of any such
              guarantee,  indemnity  or  Encumbrance  issued or  granted by such
              person in respect of obligations of any person except:

              (i)    pursuant to the Security Documents;

              (ii)   guarantees or indemnities from time to time required in the
                     ordinary  course by any  protection  and  indemnity  or war
                     risks  association  with  which a  vessel  which it owns is
                     entered;

              (iii)  guarantees  required  to procure the release of such vessel
                     from  any  arrest,   detention,   attachment   or  levy  or
                     guarantees or undertakings required for the salvage of such
                     a vessel;

              (iv)   guarantees by the Borrower  (but not  guarantees in respect
                     of  Borrowed  Money or Swap  Liabilities  if such  Borrowed
                     Money or Swap  Liabilities are not permitted by the express
                     terms of clause  8.3(i)) of obligations of its wholly owned
                     Subsidiaries  (except  Oxbow,  Golar  Maritime and Faraway)
                     arising  under  agreements  entered  into  by  them  in the
                     ordinary course of their businesses; or

       (p)    Loans

              make or permit to be  outstanding  any loans or grant or permit to
              be  outstanding  any  credit to any person or agree to do so other
              than:

              (i)    customary  trade  credit to third  party  customers  in the
                     ordinary course of business; and

              (ii)   loans to the Borrower  and/or wholly owned  Subsidiaries of
                     the Borrower  (except  Oxbow,  Golar Maritime and Faraway);
                     and

              (iii)  the deposit of funds with an Account Bank by crediting  the
                     same to an Earnings Account;

       (q)    Disposals

              sell,  transfer,  lend or  otherwise  dispose  of any  part of its
              present or future undertaking,  assets,  rights or revenues to any
              person  (other than the Borrower or a wholly owned  Subsidiary  of
              the  Borrower)  unless the  Borrower has  previously  notified the
              Administrative   Agent  in  writing   and   demonstrates   to  the
              satisfaction of the Majority Banks that such sale, transfer,  loan
              or other  disposal  will be on arms length  terms and for not less
              than open market value;


                                    Page 52
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       (r)    Accounting reference date

              change its annual accounting reference date from 31st December;

       (s)    Chartering-in

              charter-in or hire any vessel from any person; or

       (t)    Sale and leaseback transactions

              directly or indirectly, enter into, assume, guarantee or otherwise
              become liable with respect to any sale and  leaseback  transaction
              (being for these purposes an arrangement  relating to property now
              owned or hereafter  acquired  whereby the Borrower or a Subsidiary
              of the Borrower  transfers such property to a person and leases it
              back from such person and  accounted  for as a  Capitalised  Lease
              Obligation) save as contemplated by any Tax Lease Option permitted
              under clause 17.

8.4    Ship covenants

       The Borrower  hereby  covenants with each of the Creditors and undertakes
       throughout the Security Period that each Owning Company will:

       (a)    Insurance

              (i)    Insured risks, amounts and terms

                     insure and keep its Mortgaged Ship insured free of cost and
                     expense  to the  Security  Agent  and in  the  name  of the
                     relevant  Owning Company (but in the case of the insurances
                     referred to in  sub-paragraph  (A) below,  no other person,
                     save with the prior written  consent of the Security  Agent
                     and  subject to such person  having,  if so required by the
                     Security  Agent  and to the  satisfaction  of the  Security
                     Agent,  executed a first  priority  assignment in favour of
                     the  Security  Agent  of  such  person's  interest  in  the
                     Insurances of such Ship on similar terms to the  assignment
                     by the  relevant  Owning  Company in the  relevant  General
                     Assignment)  or, if so required by the Security  Agent,  in
                     the joint  names of the  relevant  Owning  Company  and the
                     Security Agent, the  Administrative  Agent and/or the Banks
                     (but without  liability on the part of the Security  Agent,
                     the  Administrative  Agent and/or the Banks for premiums or
                     calls):

                     (A)    against  fire  and  usual  marine  risks  (including
                            excess  risks)  and war  risks,  on an agreed  value
                            basis,  in such  amounts  (but not in any event less
                            than the higher of (1) 120% of the Relevant  Insured
                            Amount  for such  Mortgaged  Ship and (2) its market
                            value as most recently determined in accordance with
                            clause 8.2 prior to the  commencement  of the period
                            of the relevant policy) and upon such terms as shall
                            from  time to time be  approved  in  writing  by the
                            Security Agent;

                     (B)    against  protection and indemnity  risks  (including
                            pollution    risks   for   a   minimum   amount   of
                            USD1,000,000,000  or such  higher  or lower  maximum
                            amount of cover against  pollution risks as shall at
                            any time be available by entry of the relevant  Ship
                            with, and/or  arrangement by, and/or under any cover
                            arranged  by, or  through  either a  protection  and
                            indemnity  association  which is a member  of either
                            the   "International   Group"  of   protection   and
                            indemnity    associations    (or    any    successor
                            organisation  designated  by the Security  Agent for
                            this  purpose) or the  International  Group (or such
                            successor    organisation)   itself   or,   if   the
                            International  Group or any such successor ceases to
                            exist or ceases to provide or arrange  any cover for
                            pollution  risks,  or  any  supplemental  cover  for
                            pollution  risks over and above that afforded by the
                            basic  entry of the Ship  with  its  protection  and


                                    Page 53
<Page>

                            indemnity association,  the maximum aggregate amount
                            of  cover  against   pollution  risks  as  shall  be
                            available on the open market and by basic entry with
                            a  protection  and  indemnity  association  provided
                            that, if the Ship in question has ceased  trading or
                            is in lay up (and its cargo fully discharged) and in
                            either case has discharged  all cargo,  the level of
                            pollution   risks   cover   afforded   by   ordinary
                            protection and indemnity cover  available  through a
                            member of the International  Group or such successor
                            organisation  or,  as the case  may be,  on the open
                            market in such circumstances shall be sufficient for
                            such purpose) for ships of the same type,  size, age
                            and flag as the  relevant  Ship) for the full  value
                            and tonnage of such Ship (as  approved in writing by
                            the  Security  Agent)  and upon such  terms as shall
                            from  time to time be  approved  in  writing  by the
                            Security Agent; and

                     (C)    in respect of any Mortgaged Ship which is not at the
                            relevant time  chartered by demise,  against loss of
                            hire in such amounts (but in any event not less than
                            the rate of  charterhire  payable under the relevant
                            charter  for such  Ship) and upon such terms (but in
                            any event for  periods of not less than 240 days per
                            claim less a 14 day  deductible)  as shall from time
                            to time  be  approved  in  writing  by the  Security
                            Agent;

                     and  pay the  Security  Agent  the  cost  (as  conclusively
                     certified by the Security Agent) of:

                     1)     mortgagees'  interest  insurance  and/or  additional
                            perils  (pollution)  cover  which  the the  Security
                            Agent may from time to time effect in respect of any
                            Mortgaged  Ship or all of the  Mortgaged  Ships upon
                            such  terms and in such  amount  (not  exceeding  an
                            amount  equal  to 120  per  cent.  of  the  Relevant
                            Insured  Amount for such  Mortgaged  Ship or (as the
                            case may be where all of the Mortgaged  Ships are so
                            insured  under one policy) 120 per cent. of the Loan
                            prior  to  the  commencement  of the  period  of the
                            relevant policy) as the Security Agent acting on the
                            instructions   of  the  Majority  Banks  shall  deem
                            desirable;

                     2)     any other  insurance  cover which the Security Agent
                            may  from  time to time  effect  in  respect  of any
                            Mortgaged  Ship and/or in respect of the interest of
                            any or all of the  Creditors  in  relation  to  such
                            Mortgaged Ship or potential third party liability of
                            any or all of the  Creditors  in  relation  to  such
                            Mortgaged   Ship  as  the   Security   Agent   shall
                            reasonably  deem desirable  having regard to (x) any
                            limitations  in respect of amount or extent of cover
                            which may from time to time be  applicable to any of
                            the  other  insurances  referred  to in this  clause
                            8.4(a)  and are not  customarily  applicable  on the
                            date of this Agreement  and/or (y) any change in the
                            practice of leading banks providing loans to finance
                            ships which carry  Pollutants  as to the  insurances
                            which they require to be taken out to protect  their
                            security   interests  in  such  ships  and/or  their
                            liability  to  third  parties  as a  consequence  of
                            financing   such  ships  and/or  taking  a  security
                            interest  in  such  ships   and/or  (z)  changes  of
                            applicable   laws  (or  the   judicial  or  official
                            interpretation  thereof)  concerning the priority of
                            Environmental   Claims  as  against  ship  mortgages
                            and/or the  liability of  mortgagees  and lenders in
                            relation to Environmental Claims;


                                    Page 54
<Page>

                     (ii)   Approved brokers, insurers and associations

                            effect the  insurances  aforesaid in Dollars or such
                            other currency as the Security Agent may approve and
                            through the Approved  Brokers (if any) and with such
                            insurance  companies  and/or  underwriters  as shall
                            from  time to time be  approved  in  writing  by the
                            Security Agent; provided however that the insurances
                            against war risks and protection and indemnity risks
                            may be effected by the entry of any  Mortgaged  Ship
                            with  such war risks and  protection  and  indemnity
                            associations  as shall from time to time be approved
                            in writing by the Security Agent;

                     (iii)  Fleet liens, set-off and cancellation

                            if any of the  insurances  referred to in  8.4(a)(i)
                            form  part  of  a  fleet  cover,  procure  that  the
                            Approved  Brokers  shall  (if  so  required  by  the
                            Security Agent) undertake to the Security Agent that
                            they shall  neither  set off  against  any claims in
                            respect of any  Mortgaged  Ship any  premiums due in
                            respect of other  vessels  under such fleet cover or
                            any  premiums due for other  insurances,  nor cancel
                            the insurance for reason of  non-payment of premiums
                            for  other  vessels  under  such  fleet  cover or of
                            premiums  for  such  other  insurances,   and  shall
                            undertake  to issue a separate  policy in respect of
                            each  Mortgaged Ship if and when so requested by the
                            Security Agent;

                     (iv)   Payment of premiums and calls

                            punctually pay all premiums, calls, contributions or
                            other sums payable in respect of all such insurances
                            and produce all relevant  receipts or other evidence
                            of payment when so required by the Security Agent;

                     (v)    Renewal

                            at  least 14 days (or  such  shorter  period  as the
                            Security  Agent may from time to time agree)  before
                            the relevant policies,  contracts or entries expire,
                            notify  the  Security  Agent  of  the  names  of the
                            brokers  and/or  the war  risks and  protection  and
                            indemnity  associations  proposed  to be employed by
                            the relevant  Owning  Company or any other party for
                            the purposes of the renewal of such  insurances  and
                            of the amounts in which such insurances are proposed
                            to be  renewed  and the  risks  to be  covered  and,
                            subject to compliance  with any  requirements of the
                            Security  Agent  pursuant  to  this  clause  8.4(a),
                            procure  that   appropriate   instructions  for  the
                            renewal of such insurances on the terms so specified
                            are  given to the  Approved  Brokers  and/or  to the
                            approved  war risks  and  protection  and  indemnity
                            associations  at  least  10 days  (or  such  shorter
                            period as the  Security  Agent may from time to time
                            agree)  before the relevant  policies,  contracts or
                            entries expire, and that the Approved Brokers and/or
                            the approved war risks and  protection and indemnity
                            associations will at least 7 days before such expiry
                            (or within such shorter period as the Security Agent
                            may from time to time  agree)  confirm in writing to
                            the Security  Agent as and when such  renewals  have
                            been effected in accordance with the instructions so
                            given;


                                    Page 55
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                     (vi)   Guarantees

                            arrange  for  the  execution  and  delivery  of such
                            guarantees or  indemnities  as may from time to time
                            be required by any  protection  and indemnity or war
                            risks association;

                     (vii)  Hull policy documents, notices, loss payable clauses
                            and brokers' undertakings

                            deposit  with the  Approved  Brokers (or procure the
                            deposit  of)  all  slips,  cover  notes,   policies,
                            certificates  of  entry  or  other   instruments  of
                            insurance  from time to time  issued  in  connection
                            with such of the  insurances  referred  to in clause
                            8.4(a)(i)  as  are  effected  through  the  Approved
                            Brokers  and  procure   that  the  interest  of  the
                            Security  Agent,  the  Administrative  Agent and the
                            Banks shall be endorsed  thereon by incorporation of
                            the relevant  Loss Payable  Clause and by means of a
                            Notice of Assignment  of  Insurances  (signed by the
                            relevant Owning Company and by any other assured who
                            shall have  assigned its interest in the  Insurances
                            to the Security  Agent) and that the Security  Agent
                            shall be  furnished  with pro forma  copies  thereof
                            and,  unless  the  insurances  are  placed,  to  the
                            satisfaction of the Security  Agent,  upon the terms
                            of the Norwegian  Marine  Insurance  Plan of 1996 as
                            amended, a letter or letters of undertaking from the
                            Approved  Brokers in such form as shall from time to
                            time be required by the Security Agent;

                     (viii) Associations' loss payable clauses, undertakings and
                            certificates

                            procure that any protection and indemnity and/or war
                            risks  associations  in which any Mortgaged  Ship is
                            for  the  time  being   entered  shall  endorse  the
                            relevant   Loss  Payable   Clause  on  the  relevant
                            certificate of entry or policy and shall furnish the
                            Security  Agent with a copy of such  certificate  of
                            entry or  policy  and,  unless  the  insurances  are
                            placed,  to the  satisfaction of the Security Agent,
                            upon the  terms of the  Norwegian  Marine  Insurance
                            Plan of 1996 as  amended,  a letter  or  letters  of
                            undertaking  in such form as shall from time to time
                            be required by the Security Agent;

                     (ix)   Extent of cover and exclusions

                            take  all  necessary  action  and  comply  with  all
                            requirements   which   may  from  time  to  time  be
                            applicable  to the  Insurances  (including,  without
                            limitation, the making of all requisite declarations
                            within any prescribed time limits and the payment of
                            any  additional  premiums  or calls) so as to ensure
                            that  the  Insurances  are not made  subject  to any
                            exclusions or  qualifications  to which the Security
                            Agent has not given its prior  written  consent  and
                            are  otherwise  maintained  on terms and  conditions
                            from  time  to  time  approved  in  writing  by  the
                            Security Agent;


                                    Page 56
<Page>

                     (x)    Independent report

                            if so requested  by the  Security  Agent where there
                            has,  in the  reasonable  opinion  of  the  Security
                            Agent, been a significant change in circumstances or
                            the  insurance  arrangements  or the  status  of any
                            insurer or association  which may, in the reasonable
                            opinion of the Security Agent,  affect the interests
                            of  the  Banks,  but at the  cost  of the  Borrower,
                            furnish the Security  Agent from time to time with a
                            detailed  report  signed by an  independent  firm of
                            marine insurance  brokers  appointed by the Security
                            Agent dealing with the insurances  maintained on any
                            Mortgaged  Ship and stating the opinion of such firm
                            as to the adequacy thereof;

                     (xi)   Collection of claims

                            do all things  necessary and provide all  documents,
                            evidence  and  information  to enable  the  Security
                            Agent to collect or recover  any moneys  which shall
                            at any time become due in respect of the Insurances;

                     (xii)  Employment of Ships

                            not employ any Mortgaged Ship or suffer such Ship to
                            be employed  otherwise  than in conformity  with the
                            terms of the  Insurances  (including  any warranties
                            express or implied  therein) without first obtaining
                            the consent of the insurers to such  employment  and
                            complying with such requirements as to extra premium
                            or otherwise as the insurers may prescribe;

                     (xiii) Application of recoveries

                            apply all sums receivable under the Insurances which
                            are  paid  to  the   relevant   Owning   Company  in
                            accordance   with  the  Loss   Payable   Clauses  in
                            repairing  all  damage  and/or  in  discharging  the
                            liability  in  respect of which such sums shall have
                            been received;

                     (xiv)  Further insurance assignments

                            unless  the  relevant   Mortgaged  Ship  is  insured
                            against the risks referred to in clause 8.4(a)(i)(A)
                            upon the terms of the  Norwegian  Insurance  Plan of
                            1996 as amended,  not permit the insurances referred
                            to in such  clause to be effected in the name of any
                            person  (other than the  Security  Agent  and/or the
                            other  Creditors)  unless  such  person  has  to the
                            satisfaction  of the Security Agent executed a first
                            priority  assignment  of the Security  Agent of such
                            person's  interest in the Insurances of such Ship on
                            similar terms  (mutatis  mutandis) to the assignment
                            by the  relevant  Owning  Company  in  the  relevant
                            General Assignment;

              (b)    Ship's name and registration

                     (i)    not change the name of any  Mortgaged  Ship  without
                            first notifying the Administrative Agent;

                     (ii)   keep each Mortgaged Ship  registered  under the laws
                            of its Flag State at the relevant Port of Registry;


                                    Page 57
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                     (iii)  not do or suffer to be done anything,  or omit to do
                            anything  the doing or  omission  of which  could or
                            might result in such registration being forfeited or
                            imperilled  or  which  could or  might  result  in a
                            Mortgaged  Ship  being  required  to  be  registered
                            otherwise  than  under the laws of its Flag State at
                            the relevant Port of Registry;

                     (iv)   not  register  any  Mortgaged  Ship  or  permit  its
                            registration  under any  other  flag or at any other
                            port  without  the  prior  written  consent  of  the
                            Administrative Agent;

                     (v)    if the said registration of a Mortgage Ship is for a
                            limited period,  renew the registration of such Ship
                            at  least  45  days  prior  to the  expiry  of  such
                            registration and provide evidence of such renewal to
                            the  Administrative  Agent at least 30 days prior to
                            such expiry;

              (c)    Repair

                     keep each  Mortgaged  Ship and its  equipment,  outfit  and
                     appurtenances tight, staunch, strong, in good condition and
                     in all respects  seaworthy and fit for its intended service
                     and in a good and  efficient  state of repair  and  procure
                     that all repairs to or replacement of any damaged,  worn or
                     lost parts or  equipment  are effected in such manner (both
                     as regards  workmanship and quality of materials) as not to
                     diminish the value of such Ship;

              (d)    Modification;  removal of parts;  equipment  owned by third
                     parties

                     not without the prior written consent of the Security Agent
                     or suffer any other person to:

                     (i)    make  any  modification  to any  Mortgaged  Ship  in
                            consequence   of  which  her   structure,   type  or
                            performance   characteristics   could  or  might  be
                            materially altered or her value materially  reduced;
                            or

                     (ii)   remove any material  part of any  Mortgaged  Ship or
                            any  equipment  the  value of which is such that its
                            removal from such Ship would  materially  reduce the
                            value of such Ship without  replacing  the same with
                            equivalent parts or equipment which are owned by the
                            relevant Owning Company free from Encumbrances; or

                     (iii)  install on any Mortgaged Ship any equipment owned by
                            a  third  party  which  cannot  be  removed  without
                            causing  damage to the  structure  or fabric of such
                            Ship;


                                    Page 58
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              (e)    Maintenance of class; compliance with regulations

                     at all times and  without  cost or expense to any  Creditor
                     keep its  Mortgaged  Ship, or cause her to be kept, in such
                     condition as will entitle her to the highest classification
                     and  rating  for  vessels  of the  same age and type in the
                     Classification  Society or other classification  society of
                     like standing approved by the  Administrative  Agent and to
                     deliver annually to the Administrative  Agent a certificate
                     from such class society showing such  classification  to be
                     maintained   and  will  without  cost  or  expense  to  the
                     Administrative   Agent   irrevocably  and   unconditionally
                     instruct and  authorise the  classification  society of its
                     Mortgaged  Ship,  and  shall  request  the   classification
                     society to give an  undertaking  to the  Security  Agent as
                     follows:

                     (i)    to  send  to  the  Administrative  Agent,  following
                            receipt of a written request from the Administrative
                            Agent,  certified  true copies of all original class
                            records held by the classification  society relating
                            to the Mortgaged Ship;

                     (ii)   to allow the  Administrative  Agent (or its agents),
                            at any time and from time to time,  to  inspect  the
                            original  class and related  records of the relevant
                            Owning Company and its Mortgaged Ship at the offices
                            of the classification  society and to take copies of
                            them;

                     (iii)  following  receipt  of a  written  request  from the
                            Administrative Agent:

                            (A)    to advise of any facts or  matters  which may
                                   result  in  or  have  resulted  in a  change,
                                   suspension,  discontinuance,   withdrawal  or
                                   expiry of any  Mortgaged  Ship's  class under
                                   the  rules or  terms  and  conditions  of the
                                   relevant  Owning  Company's  or the  relevant
                                   Mortgaged    Ship's    membership    of   the
                                   classification society; and

                            (B)    to confirm that the relevant  Owning  Company
                                   is not in default  of any of its  contractual
                                   obligations    or    liabilities    to    the
                                   classification  society and, without limiting
                                   the  foregoing,  that it has paid in full all
                                   fees or other  charges due and payable to the
                                   classification society; and


                                    Page 59
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                            (C)    if the relevant  Owning Company is in default
                                   of  any  of its  contractual  obligations  or
                                   liabilities to the classification society, to
                                   specify  to  the   Administrative   Agent  in
                                   reasonable detail the facts and circumstances
                                   of such default,  the  consequences  thereof,
                                   and any  remedy  period  agreed or allowed by
                                   the classification society; and

                            (D)    to   notify    the    Administrative    Agent
                                   immediately in writing if the  classification
                                   society receives notification from any Owning
                                   Company or any other  person that a Mortgaged
                                   Ship's   classification   society  is  to  be
                                   changed.

                     Notwithstanding  the  above  instructions  and  undertaking
                     given for the  benefit of the  Administrative  Agent,  each
                     Owning  Company  shall  continue to be  responsible  to the
                     classification society for the performance and discharge of
                     all its obligations and liabilities  relating to or arising
                     out of or in  connection  with the contract it has with the
                     classification society, and nothing herein or therein shall
                     be construed as imposing any obligation or liability of the
                     Administrative Agent to the classification society;

              (f)    Surveys

                     submit each Mortgaged  Ship to continuous  surveys and such
                     periodical   or  other  surveys  as  may  be  required  for
                     classification   purposes  and,  if  so  requested  by  the
                     Administrative  Agent or if the survey report relates to or
                     recommends or requires  repairs  and/or other work the cost
                     of which will or may exceed the Casualty Amount,  supply to
                     the  Administrative  Agent  copies  of all  survey  reports
                     issued in respect thereof;

              (g)    Inspection

                     ensure that the Administrative Agent, by surveyors or other
                     persons  appointed  by it for such  purpose,  may board any
                     Mortgaged Ship at all reasonable times without  interfering
                     with  the  operation  of  such  Ship  for  the  purpose  of
                     inspecting her and to afford all proper facilities for such
                     inspections   and  for   this   purpose   to  give  to  the
                     Administrative  Agent  reasonable  advance  notice  of  any
                     intended  drydocking of any Mortgaged Ship (whether for the
                     purpose of  classification,  survey or  otherwise)(provided
                     that any such  surveyor  or other  person  shall  undertake
                     confidentiality  with respect to  disclosure of the results
                     of such  inspection  to any third  parties  other  than the
                     Creditors and their advisers);

              (h)    Prevention of and release from arrest

                     promptly in accordance  with good ship owning  practice pay
                     and discharge all debts, damages, liabilities and outgoings
                     whatsoever  which have given or may give rise to  maritime,
                     statutory  or  possessory  liens on, or claims  enforceable
                     against, each Mortgaged Ship, her Earnings or Insurances or
                     any part thereof and, in the event of a writ or libel being
                     filed   against  any  Mortgaged   Ship,   her  Earnings  or
                     Insurances or any part thereof, or of any of the same being
                     arrested, attached or levied upon pursuant to legal process
                     or purported  legal process or in the event of detention of
                     any Mortgaged Ship in exercise or purported exercise of any
                     such lien or claim as  aforesaid,  procure  the  release of
                     such Ship,  her Earnings and  Insurances  from such arrest,
                     detention  attachment  or levy or, as the case may be,  the
                     discharge of the writ or libel  forthwith  upon,  or in any
                     event within ten (10) Banking Days after,  receiving notice
                     thereof by  providing  bail or procuring  the  provision of
                     security or otherwise as the circumstances may require;


                                    Page 60
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              (i)    Employment

                     not employ any Mortgaged  Ship or permit her  employment in
                     any  manner,  trade  or  business  which  is  forbidden  by
                     international  law, or which is  unlawful or illicit  under
                     the  law  of  any  relevant  jurisdiction,  or in  carrying
                     illicit or prohibited  goods,  or in any manner  whatsoever
                     which may  render  her  liable to  condemnation  in a prize
                     court, or to destruction, seizure, confiscation, penalty or
                     sanctions  and, in the event of  hostilities in any part of
                     the world  (whether war be declared or not), not employ any
                     Mortgaged  Ship or permit her  employment  in carrying  any
                     contraband  goods,  or enter or trade to or to  continue to
                     trade in any zone which has been declared a war zone by any
                     Government  Entity  or by the  relevant  Ship's  war  risks
                     insurers   unless   the  prior   written   consent  of  the
                     Administrative Agent is obtained and such special insurance
                     cover as the  Administrative  Agent may require  shall have
                     been  effected  by  the  relevant  Owning  Company  at  its
                     expense;

              (j)    Information

                     promptly  furnish  the  Administrative  Agent with all such
                     information as it may from time to time reasonably  require
                     regarding  each  Mortgaged   Ship,  her   Insurances,   her
                     employment,  position and  engagements,  particulars of all
                     towages and salvages,  and copies of all charters and other
                     contracts for her  employment  entered into by the relevant
                     Owning Company, or otherwise howsoever concerning her;

              (k)    Notification of certain events

                     notify the  Administrative  Agent  forthwith  by telefax or
                     other means of  telecommunication in permanent written form
                     thereafter confirmed by letter of:

                     (i)    any damage to any Mortgaged Ship  requiring  repairs
                            the cost of which will or might  exceed its Casualty
                            Amount;

                     (ii)   any occurrence in consequence of which any Mortgaged
                            Ship has or may become a Total Loss;

                     (iii)  any requisition of any Mortgaged Ship for hire;

                     (iv)   any requirement or  recommendation  made in relation
                            to  any  Mortgaged   Ship  by  any  insurer  or  its
                            Classification Society or by any competent authority
                            which is not complied  with in  accordance  with its
                            terms;


                                    Page 61
<Page>

                     (v)    any arrest or detention of any Mortgaged Ship or any
                            exercise  or  purported  exercise of a lien or other
                            claim on such Ship or her Earnings or  Insurances or
                            any part thereof;

                     (vi)   the occurrence of any material  Environmental  Claim
                            against the relevant Owning  Company,  any Mortgaged
                            Ship or any  other  member of the Golar LNG Group or
                            any other ship from time to time owned,  technically
                            managed or crewed by, or bareboat  chartered to, any
                            member of the Golar LNG Group or any incident, event
                            or  circumstances  which  may give  rise to any such
                            Environmental Claim or an Event of Default specified
                            in clause 10.1(y);

              (l)    Payment of outgoings and evidence of payments

                     promptly pay all tolls, dues and other outgoings whatsoever
                     in  respect of each  Mortgaged  Ship and her  Earnings  and
                     Insurances  and keep proper  books of account in respect of
                     each  Mortgaged  Ship and her Earnings and, as and when the
                     Administrative  Agent  may  so  require,  make  such  books
                     available for  inspection  on behalf of the  Administrative
                     Agent, and furnish satisfactory evidence that the wages and
                     allotments and the insurance and pension  contributions  of
                     the Master and crew are being  promptly and regularly  paid
                     and that all deductions from crew's wages in respect of any
                     applicable tax liability are being  properly  accounted for
                     and that the  Master has no claim for  disbursements  other
                     than  those  incurred  by  him in the  ordinary  course  of
                     trading on the voyage then in progress;

              (m)    Encumbrances

                     not without the prior written consent of the Administrative
                     Agent acting on the  instructions  of all of the Banks (and
                     then only subject to such conditions as the  Administrative
                     Agent may  impose  in  accordance  with such  instructions)
                     create or  purport or agree to create or permit to arise or
                     subsist any Encumbrance (other than Permitted Encumbrances)
                     over or in  respect  of any  Mortgaged  Ship,  any share or
                     interest  therein  or in any  other  part of the  Mortgaged
                     Property (as defined in the General  Assignment  in respect
                     of such Ship);

              (n)    Sale or other disposal

                     not without the prior written consent of the Administrative
                     Agent acting on the instructions of the Majority Banks (and
                     then only subject to such conditions as the  Administrative
                     Agent may  impose  in  accordance  with such  instructions)
                     sell, agree to sell, transfer, abandon or otherwise dispose
                     of any Mortgaged  Ship or any share or interest  therein if
                     the  Net  Sale  Proceeds  of  such  Ship  will  or  may  be
                     insufficient  to enable  the  Borrower  to comply  with its
                     obligations under clause 4.3 of this Agreement arising upon
                     the  sale  of such  Ship  (including  (without  limitation)
                     prepayment  in full of the Loan if  required by clause 4.3)
                     and  the  Borrower  has  not  first   demonstrated  to  the
                     reasonable  satisfaction of the  Administrative  Agent that
                     the Borrower will have other funds available to it provided
                     by way of Equity  Finance to enable it to comply  with such
                     obligations upon completion of the sale of such Ship;

                                    Page 62
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              (o)    Chartering

                     except pursuant to an Approved  Charter referred to in Part
                     2 of schedule 2 not without  the prior  written  consent of
                     the Administrative  Agent acting on the instructions of the
                     Lead Arrangers (which the  Administrative  Agent shall have
                     full   liberty  to   withhold  in   accordance   with  such
                     instructions)  and, if such consent is given,  only subject
                     to such conditions as the Administrative Agent may impose:

                     (i)    let any  Mortgaged  Ship on demise  charter  for any
                            period;

                     (ii)   let any  Mortgaged  Ship by any time or  consecutive
                            voyage  charter for a term which exceeds or which by
                            virtue of any optional  extensions therein contained
                            may exceed twelve months' duration;

                     (iii)  de-activate or lay up the relevant Ship;

                     (iv)   let any  Mortgaged  Ship other than on arms'  length
                            terms;

                     provided always that:

                     (A)    such  consent  shall not be withheld if the proposed
                            charterer  or  charter  guarantor  has a  long  term
                            credit  rating  of at least  BBB+  from  Standard  &
                            Poor's   Ratings   Services  and  Baa1  from  Moodys
                            Investors  Services  Inc. or any other rating agency
                            approved in writing by the Administrative  Agent for
                            such purpose; and

                     (B)    in   respect   of  the   matters   referred   to  in
                            sub-paragraph    (ii)   of   this   sub-clause   the
                            Administrative  Agent's  consent  shall be deemed to
                            have been given  thereto if the  Borrower  shall not
                            have  been  informed  by  the  Administrative  Agent
                            either  in  writing  or by word of mouth  that  such
                            consent is refused  within five (5) Banking Days (in
                            London)  of the time at which  the  relevant  Owning
                            Company's  application for such consent was received
                            by the Administrative Agent;

              (p)    Sharing of Earnings

                     not without the prior written consent of the Administrative
                     Agent acting on the instructions of the Majority Banks (and
                     then only subject to such conditions as the  Administrative
                     Agent may impose in accordance with such  instructions)  to
                     enter  into  any  agreement  or  arrangement   whereby  the
                     Earnings of any Mortgaged Ship may be shared with any other
                     person;

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              (q)    Payment of Earnings

                     to procure that the Earnings of any Mortgaged Ship are paid
                     to the  Security  Agent  at all  times if and when the same
                     shall be or shall have become so payable in accordance with
                     the  Security  Documents  and  that  any  Earnings  of  any
                     Mortgaged  Ship which are so  payable  and which are in the
                     hands of a relevant Owning Company's  brokers or agents are
                     duly  accounted  for and paid  over to the  Security  Agent
                     forthwith on demand;

              (r)    Repairers' liens

                     not without the prior written consent of the Administrative
                     Agent put any  Mortgaged  Ship into the  possession  of any
                     person  for the  purpose of work being done upon her unless
                     either:

                     (i)    such   person   shall   first   have  given  to  the
                            Administrative  Agent in terms satisfactory to it, a
                            written  undertaking not to exercise any lien on the
                            relevant  Ship or her  Earnings for the cost of such
                            work or otherwise; or

                     (ii)   any such lien of such  person  would be a  Permitted
                            Lien;

              (s)    Manager

                     not appoint a manager of any  Mortgaged  Ship other than an
                     Approved Manager;

              (t)    Notice of Mortgage

                     place  and  at all  times  and  places  retain  a  properly
                     certified  copy of each Mortgage  (which shall form part of
                     the relevant Ship's documents) on board each Mortgaged Ship
                     with her  papers  and  cause  such  certified  copy of such
                     Mortgage  to be  exhibited  to any and all  persons  having
                     business  with such Ship  which  might  create or imply any
                     commitment  or  encumbrance  whatsoever on or in respect of
                     such Ship (other than a lien for crew's  wages and salvage)
                     and to any  representative  of the Security Agent and place
                     and keep  prominently  displayed in the navigation room and
                     in the  Master's  cabin  of each  Mortgaged  Ship a  framed
                     printed notice in plain type reading as follows:


                                    Page 64
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                              "NOTICE OF MORTGAGE"

                     This Ship is subject to a first priority mortgage in favour
                     of [here  insert  name of Security  Agent] of [here  insert
                     address  of  Security  Agent].  Under  the  said  mortgage,
                     neither the  Borrower nor any  charterer  nor the Master of
                     this Ship has any  right,  power or  authority  to  create,
                     incur  or  permit  to  be   imposed   upon  this  Ship  any
                     commitments  or  encumbrances  whatsoever  other  than  for
                     crew's wages and salvage"

                     and in terms of the said  notice it is hereby  agreed  that
                     save and subject as otherwise herein provided,  neither the
                     relevant Owning Company nor any charterer nor the Master of
                     any  Mortgaged  Ship nor any other  person  has any  right,
                     power or authority to create, incur or permit to be imposed
                     upon any Mortgaged Ship any lien whatsoever  other than for
                     crew's wages and salvage;

              (u)    Conveyance on default

                     where a Mortgaged Ship is (or is to be) sold in exercise of
                     any power  contained in the relevant  Mortgage or otherwise
                     conferred on the Security  Agent,  execute,  forthwith upon
                     request by the Security  Agent,  such form of conveyance of
                     such Ship as the Security Agent may require;

              (v)    Anti-drug abuse

                     without prejudice to clause 8.4(i),  take all necessary and
                     proper  precautions  to prevent  any  infringements  of the
                     Anti-Drug Abuse Act of 1986 of the United States of America
                     or any similar legislation applicable to any Mortgaged Ship
                     in any jurisdiction in or to which any Mortgaged Ship shall
                     be employed or located or trade or which may  otherwise  be
                     applicable to any Mortgaged Ship and/or the relevant Owning
                     Company;

              (w)    Compliance with Environmental Laws

                     to comply in all material  respects with all  Environmental
                     Laws  applicable to it and/or its Mortgaged Ship including,
                     without  limitation,  requirements  relating to manning and
                     establishment of financial responsibility and to obtain and
                     comply with all Environmental  Approvals  applicable to its
                     and/or its Mortgaged Ship; and

              (x)    Compliance with ISM Code

                     comply at all material times in all material  respects with
                     the ISM Code.

                                    Page 65
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8.5    Financial undertakings

       The  Borrower  undertakes  with  each  of the  Creditors  throughout  the
       Security Period that it will ensure that:

       (a)    Free Available Cash

              at all times the Free  Available  Cash  shall not be less than the
              Minimum Free Available Cash at the relevant time;

       (b)    Working Capital

              as at the end of each  quarterly  period  during and at the end of
              each financial  year of the Borrower,  the ratio of Current Assets
              to Current Liabilities (excluding the current portion of long-term
              debt) shall not be less than one point five (1.5) to (1); and

       (c)    Leverage

              as at 30 June 2002 and as at the end of each subsequent  quarterly
              period during and at the end of each  financial year the Borrower,
              the ratio of Net Debt as at the end of such  period to  Annualised
              EBITDA calculated by reference to such quarter shall not exceed:

              (i)    six  point  five  (6.5)  to one (1) for  quarterly  periods
                     ending during or at the end of 2002 and 2003;

              (ii)   six (6) to one (1) for quarterly  periods ending during and
                     at the end of 2004;  and (iii)  five (5) to one (1) for all
                     subsequent quarterly periods.

8.6    Undertakings concerning Faraway and Golar Mazo

       The Borrower  hereby  undertakes  with each of the Creditors that it will
       throughout  the Security  Period until such time as either Golar Mazo has
       been sold or become a Total  Loss or Oxbow and Golar  Maritime  have sold
       their  shares in  Faraway as  contemplated  in clause 5.3 and in any such
       case, the relevant Disposal  Repayment Date has occurred and the Borrower
       has complied with its obligations under clause 5.3 arising upon such sale
       or Total Loss of Golar Mazo or sale of shares in Faraway:

       (a)    Faraway activities

              use its best  efforts to cause  Faraway  to ensure the  following,
              which best  efforts  shall  include,  without  limitation,  giving
              instructions to directors of Faraway elected or appointed by Oxbow
              or Golar Maritime and otherwise voting its Faraway shares in order
              to ensure that:

              (i)    Debt

                     Faraway does not create,  incur,  assume or suffer to exist
                     or directly or indirectly  guarantee or in any other manner
                     become directly or indirectly liable for the payment of any
                     Borrowed  Money secured by an  Encumbrance  over Golar Mazo
                     other than Borrowed  Money under the Faraway Loan Agreement
                     and any refinancing as contemplated by clause 8.6(d);


                                    Page 66
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              (ii)   Encumbrances

                     Faraway does not create,  incur,  assume or suffer to exist
                     any  Encumbrance  of any kind  upon  the  Golar  Mazo,  her
                     Earnings,  Insurances or  Requisition  Compensation  or the
                     Pertamina Charter (other than Permitted Encumbrances);

              (iii)  Insurance

                     Golar Mazo is  appropriately  insured,  in accordance  with
                     good industry practice:

                     (A)    against  fire  and  usual  marine  risks  (including
                            excess  risks)  and war  risks,  on an agreed  value
                            basis,  for an amount not less than its market value
                            as determined  in  accordance  with clause 8.2 as at
                            the first day of the period of the relevant  policy;
                            and

                     (B)    against  protection and indemnity  risks  (including
                            pollution    risks   for   a   minimum   amount   of
                            USD1,000,000,000  or such  higher  or lower  maximum
                            amount of cover against  pollution risks as shall at
                            any time be  available  by entry of Golar Mazo with,
                            and/or   arrangement  by,  and/or  under  any  cover
                            arranged  by, or through,  either a  protection  and
                            indemnity  association  which is a member  of either
                            the   "International   Group"  of   protection   and
                            indemnity associations or any successor organisation
                            designated  by the  Administrative  Agent  for  this
                            purpose or the International Group or such successor
                            organisation  itself or, if the International  Group
                            or any such  successor  ceases to exist or ceases to
                            provide  cover  for  pollution  risks,  the  maximum
                            amount of cover against  pollution risks as shall be
                            available on the open market provided that, if Golar
                            Mazo  has  ceased  trading  or is in  lay  up and in
                            either case has discharged  all cargo,  the level of
                            pollution  risks  cover  afforded  by  the  ordinary
                            protection and indemnity cover  available  through a
                            member of the International  Group or such successor
                            organisation  or,  as the case  may be,  on the open
                            market in such circumstances shall be sufficient for
                            such purpose) for its full value and tonnage

                     and that Faraway will  punctually pay all premiums,  calls,
                     contributions  or other  sums  payable  in  respect of such
                     insurance and comply in all respects with all  requirements
                     which  may  from  time  to  time  be   applicable  to  such
                     insurances;

              (iv)   Repair/operational

                     the terms of clauses 8.4(a)(xii),  (c), (d), (e), (f), (h),
                     (i),  (j), (k) and (l)  complied  with in relation to Golar
                     Mazo as if references to a Mortgaged  Ship were  references
                     to Golar Mazo;

              (v)    Sale of Golar Mazo

                     Faraway does not sell, agree to sell, transfer,  abandon or
                     otherwise   dispose  of  Golar  Mazo  unless  the  Borrower
                     complies with its obligations under clause 5.3 arising upon
                     a sale of Golar Mazo;

                                    Page 67
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              (vi)   No merger

                     Faraway does not merge or consolidate with any other person
                     save with the prior written consent of the Banks (not to be
                     unreasonably  withheld if such merger or consolidation will
                     have no material adverse affect on the overall value of the
                     security  constituted  by the  Security  Documents  at such
                     time);

              (vii)  Control of operations

                     ensure  that  one or  more  of the  Parent's  wholly  owned
                     Subsidiaries   at  all  times  control,   by  virtue  of  a
                     management agreement or otherwise, the day to day operation
                     of Golar Mazo including (without  limitation)  maintenance,
                     drydocking, crewing and insurance;

              (viii) Faraway Documents

                     not,   without   the   prior   written   consent   of   the
                     Administrative  Agent (such consent not to be  unreasonably
                     withheld):

                     (A)    Variations

                            agree,  or permit  Faraway  to agree,  any  material
                            variation of any of the Faraway Documents;

                     (B)    Releases and waivers

                            release  any  other  party,  or  permit  Faraway  to
                            release any other  party,  from any of its  material
                            obligations  under any of the Faraway  Documents  or
                            waive  any  breach  of  its   material   obligations
                            thereunder or consent to any such act or omission of
                            such  party  as  would  otherwise   constitute  such
                            breach; or

                     (C)    Termination

                            determine or permit  Faraway to determine any of the
                            Faraway Documents;

       (b)    Sale of Faraway

              ensure that Oxbow and Golar Maritime shall not,  without the prior
              written consent of the Banks,  sell or otherwise dispose of any of
              their shares or stock in Faraway unless the Borrower complies with
              its obligations  under clause 4.3 arising upon a sale of Oxbow and
              Golar Maritime's  shares in Faraway or any of their rights,  title
              and interest in or under any of the Faraway Documents;

       (c)    Payments by Faraway

              ensure that all dividends and other amounts  payable by Faraway to
              Oxbow and Golar  Maritime are paid to an Earnings  Account  unless
              and until the  Security  Administrative  Agent  otherwise  directs
              pursuant to the Faraway Pledge;

       (d)    Refinancing of Golar Mazo

              not  refinance  the existing  Indebtedness  under the Faraway Loan
              Agreement  in  respect  of Golar Mazo  without  the prior  written
              consent of the Banks (not to be  unreasonably  withheld)  provided
              always that it shall be  reasonable  for the Bank to refuse  their
              consent if such refinancing will have a material adverse affect on
              the overall  value of the  security  constituted  by the  Security
              Documents at such time; and


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       (e)    Additional security

              upon  the  request  of the  Administrative  Agent  (acting  on the
              instructions  of the Majority  Banks) procure that Oxbow and Golar
              Maritime  grant in favour of the  Security  Agent such  additional
              second priority  security over their shares in Faraway and use its
              best  endeavours to obtain any necessary  consent to such security
              under the Faraway Loan Agreement.

8.7    Undertakings concerning Approved Charters and Charter Guarantees

       The Borrower  hereby  undertakes with each of the Creditors that it will,
       and will procure that the Owning Companies will,  throughout the Security
       Period:

       (a)    Negative undertakings

              not,  without the previous  written consent of the  Administrative
              Agent (such consent not to be unreasonably withheld):

              (i)    Variations

                     agree to any material  variation of any Approved Charter or
                     any Charter Guarantee; or

              (ii)   Releases and waivers

                     release any Approved  Charterer or Charter  Guarantor  from
                     any of its material  obligations  under an Approved Charter
                     or Charter  Guarantee  or waive any breach of its  material
                     obligations  thereunder  or  consent  to  any  such  act or
                     omission of an Approved  Charterer or Charter  Guarantor as
                     would otherwise constitute such breach; or

              (iii)  Termination

                     determine an Approved Charter for any reason whatsoever;

       (b)    Performance of charter obligations

              perform its  obligations  under each Approved  Charter and use all
              reasonable  endeavours to procure that the Approved  Charterer and
              any Charter  Guarantor shall perform their respective  obligations
              under the Approved Charter and any Charter Guarantee;

       (c)    Information

              supply to the Administrative Agent all informations,  accounts and
              records  that may be  necessary  or of  assistance  to enable  the
              Administrative  Agent to  verify  the  amount of all  payments  of
              charterhire  and any  other  amount  payable  under  any  Approved
              Charter and/or the Charter Guarantee; and

       (d)    Assignability of charters

              enter into an Approved  Charter in respect of any  Mortgaged  Ship
              the  nature  or terms of which do not  permit  the  rights  of the
              relevant Owning Company to receive moneys under such charter to be
              assigned  to the  Security  Administrative  Agent  pursuant to the
              relevant General Assignment.

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9      Conditions

9.1    Documents and evidence

       The  obligation of each Bank to make its  Commitment  available  shall be
       subject  to the  condition  that the  Administrative  Agent,  or its duly
       authorised representative, shall have received:

       (a)    at the date of this Agreement or by such later date (no later than
              four  Banking  Days  before  the  first   Drawdown  Date)  as  the
              Administrative   Agent  may  agree  the   documents  and  evidence
              specified in schedule 4 part 1; and

       (b)    on or  prior  to the  Drawdown  Date the  documents  and  evidence
              specified in schedule 4 part 2,

       in form and substance satisfactory to the Administrative Agent.

9.2    General conditions precedent

       The  obligation of each Bank to make its  Commitment  available  shall be
       subject to the further  conditions that, at the time of the giving of the
       Drawdown Notice and on the Drawdown Date:

       (a)    the representations  and warranties  contained in clauses 7.1, 7.2
              and 7.3 are true and  correct  on and as of each  such  time as if
              each was made with respect to the facts and circumstances existing
              at such time; and

       (b)    no Default  shall have  occurred and be continuing or would result
              from the making of the Loan.

9.3    Waiver of conditions precedent

       The  conditions  specified in this clause 9 are  inserted  solely for the
       benefit  of the Banks  and may be  waived on their  behalf in whole or in
       part and with or without conditions by the Administrative Agent acting on
       the instruction of the Majority Banks (save that waiver of the conditions
       requiring the documents  and evidence  specified in paragraphs  (a), (b),
       (e)  and  (i) of  schedule  4 part 1 and  (a),  (b)  and (h) of part 2 of
       schedule 4 shall require the instructions of all of the Banks).

9.4    Notification to Banks

       The Administrative Agent shall notify the Banks promptly after receipt by
       it of the  documents  and evidence  referred to in clause 9.1 in form and
       substance satisfactory to it.

10     Events of Default

10.1   Events

       There shall be an Event of Default if:

       (a)    Non-payment:  any  Security  Party  fails to pay any sum due by it
              under any of the Security  Documents at the time,  in the currency
              and in the manner  stipulated  in the Security  Documents  (and so
              that, for this purpose, sums payable on demand shall be treated as
              having  been  paid at the  stipulated  time if paid  within  three
              Banking Days of demand) and such failure  continues  for more than
              three  Banking Days after  written  notice of  non-payment  by the
              Administrative Agent; or

       (b)    Breach of Insurance  and certain other  obligations:  any relevant
              Owning  Company fails to obtain and/or  maintain the Insurances in
              accordance with the requirements of the Security Documents for any
              of the  Mortgaged  Ships  or if any  insurer  in  respect  of such
              Insurances  cancels  the  Insurances  or  disclaims  liability  by
              reason,  in either case, of  mis-statement in any proposal for the
              Insurances  or for any other failure or default on the part of any
              relevant  Owning  Company  or any  other  person  or the  Borrower
              commits any breach of or omits to observe  any of the  obligations
              or undertakings expressed to be assumed by it under clauses 8.3 or
              8.5 to 8.7 (inclusive); or

       (c)    Breach of other obligations: any Security Party commits any breach
              of or omits to  observe  any of its  obligations  or  undertakings
              expressed to be assumed by it under any of the Security  Documents
              (other  than those  referred to in clauses  10.1(a)  and  10.1(b))
              which are  considered by the Majority Banks to be material and, in
              respect of any such breach or omission which in the opinion of the
              Majority  Banks is capable of remedy,  such action as the Majority
              Banks may  require  shall not have been taken  within  thirty (30)
              days of the  Administrative  Agent notifying the relevant Security
              Party of such default and of such required action; or

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       (d)    Misrepresentation:  any  representation or warranty made or deemed
              to be made or repeated by or in respect of any  Security  Party in
              or pursuant  to any of the  Security  Documents  or in any notice,
              certificate or statement  referred to in or delivered under any of
              the  Security  Documents  is or proves to have been  incorrect  or
              misleading in any material  respect when made or deemed to be made
              or repeated; or

       (e)    Cross-default: at any time the aggregate amount at such time of:

              (i)    any  Borrowed  Money or Swap  Liabilities  of any  Security
                     Party or any other  member of the Golar LNG Group  which is
                     not paid when due and remains unpaid;

              (ii)   any  Borrowed  Money of any  Security  Party  or any  other
                     member of the Golar LNG Group which has become  (whether by
                     declaration  or   automatically   in  accordance  with  the
                     relevant agreement or instrument constituting the same), or
                     is capable of being  declared due and payable  prior to the
                     date when it would  otherwise  have become due (unless as a
                     result  of  the  exercise  by  the  relevant  person  of  a
                     voluntary right of prepayment or upon mandatory  prepayment
                     as a result of a change of law or other  circumstances  not
                     constituting  an event of default under,  or breach of, any
                     agreement  regulating and/or securing the relevant Borrowed
                     Money);

              (iii)  any facility or commitment  available to any Security Party
                     or any other  member of the  Golar  LNG Group  relating  to
                     Borrowed  Money  which  has been  withdrawn,  suspended  or
                     cancelled by reason of any default  (however  described) of
                     the person concerned;

              (iv)   the amount of Swap Liabilities of any Security Party or any
                     other  member  of the  Golar  LNG  Group  which  are due or
                     capable of being declared due upon early termination of the
                     relevant transaction by the relevant counterparty; and

              (v)    any  amounts  demanded  of,  but  not  paid  when  due  and
                     remaining  unpaid by any Security Party or any other member
                     of the Golar LNG Group  under any  guarantee  in respect of
                     Borrowed Money or Swap Liabilities

              exceeds USD5,000,000; or

       (f)    Legal process:  any judgment or order made against the Borrower is
              not stayed or complied with within 30 days or a creditor  attaches
              or takes possession of, or a distress, execution, sequestration or
              other process is levied or enforced upon or sued out against,  all
              or a  substantial  part of the  undertakings,  assets,  rights  or
              revenues of the Borrower and is not discharged within 30 days; or

       (g)    Insolvency:  the Borrower  becomes  insolvent or stops or suspends
              making payments (whether of principal or interest) with respect to
              all or any class of its debts or  announces an intention to do so;
              or

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       (h)    Reduction  or  loss of  capital:  a  meeting  is  convened  by the
              Borrower  for the purpose of passing any  resolution  to purchase,
              reduce or redeem any of its share  capital (save and to the extent
              that such  purchase  reduction or  redemption  of share capital is
              permitted by clause 8.3(c)); or

       (i)    Winding  up:  any  petition  is  presented  by the  Borrower,  the
              shareholders  of the  Borrower or its  directors  or other step is
              taken by the  Borrower,  the  shareholders  of the Borrower or its
              directors  for the purpose of winding up the  Borrower or an order
              is made or resolution passed for the winding up of the Borrower or
              a notice is issued  convening a meeting for the purpose of passing
              any such resolution; or

       (j)    Administration:  any  petition is presented or other step is taken
              by  the  Borrower  or  its   directors  for  the  purpose  of  the
              appointment   of  an   administrator   of  the   Borrower   or  an
              administration order is made in relation to the Borrower; or

       (k)    Appointment of receivers and managers: any administrative or other
              receiver is appointed  of the  Borrower or all or any  substantial
              part of its assets and/or undertaking or any other steps are taken
              to enforce any Encumbrance over all or any substantial part of the
              assets of the Borrower; or

       (l)    Compositions:  the Borrower  enters into any kind of  composition,
              compromise or  arrangement  with its  creditors  generally (or any
              class of them); or

       (m)    Analogous proceedings:  there occurs, in relation to the Borrower,
              in any  Relevant  Jurisdiction  or to the  jurisdiction  of  whose
              courts any part of their assets is subject,  any event  which,  in
              the reasonable  opinion of the  Administrative  Agent,  appears in
              that country or territory to  correspond  with,  or have an effect
              equivalent  or  similar  to,  any of those  mentioned  in  clauses
              10.1(g)  to (l)  (inclusive)  or the  Borrower  otherwise  becomes
              subject, in any such country or territory, to the operation of any
              law relating to insolvency, bankruptcy or liquidation; or

       (n)    Cessation of business: the Borrower suspends or ceases to carry on
              its business; or

       (o)    Seizure: all or a material part of the undertaking, assets, rights
              or revenues  of, or shares or other  ownership  interests  in, the
              Borrower are seized,  nationalised,  expropriated  or compulsorily
              acquired by or under the authority of any government; or

       (p)    Other  parties:  any of the events or  circumstances  described in
              clauses  10.1(f)  to (o)  (inclusive)  arises or  occurs  (mutatis
              mutandis) in relation to any of:

              (i)    any other Security Party; or

              (ii)   any other member of the Golar LNG Group; or

              (iii)  Faraway; or

       (q)    Invalidity:  any of the Security  Documents  shall at any time and
              for any reason become invalid or  unenforceable or otherwise cease
              to  remain  in full  force and  effect  in any  respect  which the
              Majority  Banks  consider  to be  material  or if the  validity or
              enforceability of any of the Security  Documents shall at any time
              and for any reason be contested  by any Security  Party which is a
              party  thereto,  or if any such Security  Party shall deny that it
              has any, or any further, liability thereunder; or

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       (r)    Unlawfulness:  it becomes  impossible  or unlawful at any time for
              any Security Party, to fulfil any of the covenants and obligations
              expressed to be assumed by it in any of the Security  Documents or
              for the  Security  Agent to  exercise  the  rights  or any of them
              vested  in it or  them  under  any of the  Security  Documents  or
              otherwise; or

       (s)    Repudiation:  any Security  Party  repudiates  any of the Security
              Documents or does or causes or permits to be done any act or thing
              evidencing   an  intention  to  repudiate   any  of  the  Security
              Documents; or

       (t)    Encumbrances  enforced:  any  Encumbrance  (other  than  Permitted
              Liens) in respect of any of the property (or part  thereof)  which
              is the subject of any of the Security Documents is enforced; or

       (u)    Material adverse change: there occurs a material adverse change in
              the financial condition of the Borrower or any member of the Golar
              LNG Group or of the Golar LNG Group taken as a whole the effect of
              which is, in the opinion of the Administrative  Agent,  materially
              to imperil,  delay or prevent the due fulfilment by such person of
              any of their  respective  obligations  contained  in the  Security
              Documents; or

       (v)    Arrest: any Mortgaged Ship or Golar Mazo is arrested, confiscated,
              seized,  taken in  execution,  impounded,  forfeited,  detained in
              exercise or  purported  exercise of any  possessory  lien or other
              claim  and the  relevant  Owning  Company  or (as the case  maybe)
              Faraway  shall fail to procure  the  release of such Ship or Golar
              Mazo within a period of ten (10) Banking Days  thereafter (or such
              longer period as the  Administrative  Agent may agree in writing);
              or

       (w)    Registration:  the  registration  of any Mortgaged  Ship under the
              laws  and  flag  of  the  relevant  Flag  State  is  cancelled  or
              terminated  or, where  applicable,  not renewed  without the prior
              written consent of the Administrative Agent; or

       (x)    Unrest:  the Flag  State  of any  Mortgaged  Ship or any  Relevant
              Jurisdiction becomes involved in hostilities or civil war or there
              is  a  seizure  of  power  in  the  Flag  State  or  any  Relevant
              Jurisdiction by unconstitutional  means if, in any such case, such
              event  could in the  opinion  of the  Administrative  Agent may be
              expected to have a material adverse effect on the security created
              by any of the  Security  Documents  and,  within 14 days of notice
              from  the  Administrative  Agent  to do so,  the  relevant  Owning
              Company has not taken all such action as the Administrative  Agent
              may require to ensure that such  circumstances  will not have such
              an effect; or

       (y)    Environment:  the  Borrower  or any other  member of the Golar LNG
              Group  fails  or  has  failed  to  comply   with  any   applicable
              Environmental Law or any applicable  Environmental Approval or any
              Mortgaged  Ship or Golar  Mazo or any other  vessel is or has been
              involved in any incident  which gives rise,  has given rise or may
              give rise,  to an  Environmental  Claim  against any member of the
              Golar LNG Group or any vessel owned by, or bareboat  chartered to,
              any  member of the Golar  LNG  Group  if, in any such  case,  such
              non-compliance  or incident or the consequences  thereof could, in
              the opinion of the  Administrative  Agent and having regard to any
              insurance  cover  available  to meet any  liabilities  arising  in
              relation to such incident,  have a material  adverse effect on (i)
              the business, assets, operations,  property or financial condition
              of the Borrower or any Owning  Company or Faraway or the Golar LNG
              Group  as a  whole  or (ii)  the  security  created  by any of the
              Security  Documents or (iii) the ability of the Security  Agent to
              enforce the Security Documents in accordance with their terms; or

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       (z)    P&I: the Borrower,  the Owning  Company of any  Mortgaged  Ship or
              Faraway  or any other  person  fails or omits to  comply  with any
              requirements of the protection and indemnity  association or other
              insurer  with which such  Mortgaged  Ship or Golar Mazo is entered
              for insurance or insured  against  protection and indemnity  risks
              (including oil pollution  risks) to the effect that any such cover
              (including   without   limitation)   cover   (including,   without
              limitation,  cover in such of liability for  Environmental  Claims
              arising in jurisdictions where such Mortgaged Ship or (as the case
              maybe)  Golar Mazo  operates  or  trades)  is, or may be liable to
              cancellation, qualification or exclusion at any time; or

       (aa)   Termination  of  Approved  Charter:  any  Approved  Charter of any
              Mortgaged  Ship or Golar Mazo is  cancelled or  terminated  by the
              relevant  Approved  Charterer by reason of the Owning Company's or
              Faraway's breach; or

       (bb)   Termination  of  Approved  Management  Agreements:   any  Approved
              Management  Agreement  is  cancelled  or  rescinded  or  otherwise
              terminated  in relation to a Mortgaged  Ship or Golar Mazo for any
              reason  whatsoever  without  the  prior  written  consent  of  the
              Administrative  Agent (acting on the  instructions of the Majority
              Banks); or

       (cc)   Change of control:

              save with the prior written  consent of the Banks (which the Banks
              shall have full liberty to withhold):

              (i)    the  Borrower  is  not,  or  ceases  to be a  wholly  owned
                     Subsidiary of the Parent; or

              (ii)   the Owning  Companies,  Oxbow or Golar  Maritime are not or
                     cease to be wholly owned Subsidiaries of the Borrower (save
                     where,  in the  case  of an  Owning  Company,  such  Owning
                     Company  is  sold as  contemplated  by  clause  4.3 and the
                     Borrower has complied with its obligations under clause 4.3
                     arising on such sale); or

              (iii)  Oxbow and Golar  Maritime cease to hold at least 60% of the
                     issued share  capital in Faraway (save where the shares are
                     sold as  contemplated by clause 4.3, where the Borrower has
                     complied with its  obligations  under clause 4.3 arising on
                     such sale); or

       (dd)   Stock exchange  listing of Parent:  save with the prior consent of
              Majority Banks, the issued ordinary share capital of the Parent is
              not  listed  on the Oslo  Stock  Exchange  or the New  York  Stock
              Exchange within ninety (90) days of the Drawdown Date or ceases to
              be so listed or;

       (ee)   Sale of shares in Parent:  Osprey or any  directly  or  indirectly
              wholly   owned   Subsidiary   of   Greenwich    Holdings   Limited
              ("Greenwich")  shall,  save with the prior written  consent of the
              Majority Banks, at any time prior to the stock exchange listing of
              the  Parent  on the Oslo or New York  Stock  Exchange  cease to be
              legal and beneficial  owner,  directly or indirectly,  of at least
              50% of the ordinary share capital of the Parent; or

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       (ff)   Ownership  interest  in  Parent:  except  with the  prior  written
              consent of all of the Banks,  following the stock exchange listing
              of the  Parent on the Oslo or New York Stock  Exchange,  Osprey or
              any directly or indirectly wholly owned Subsidiary of Greenwich or
              Greenwich  itself  ceases to be the legal  and  beneficial  owner,
              directly  or  indirectly,  of at least 25% of the  ordinary  share
              capital of the Parent; or

       (gg)   Greenwich  guarantee:  Greenwich commits any breach of or omits to
              observe any of its  obligations  under the  guarantee of even date
              herewith  executed by Greenwich in favour of the Security Agent or
              such guarantee shall at any time and for any reason become invalid
              or  unenforceable  or otherwise  cease to remain in full force and
              effect otherwise than in accordance with its terms.

10.2   Acceleration

       The  Administrative  Agent, if so requested by the Majority Banks,  shall
       without prejudice to any other rights of the Banks, at any time after the
       happening of an Event of Default  which is then  continuing  by notice to
       the Borrower declare that:

       (a)    the obligation of each Bank to make its Commitment available shall
              be terminated, whereupon the Total Commitments shall be reduced to
              zero forthwith; and/or

       (b)    the Loan and all interest and  commitment  commission  accrued and
              all other sums payable  under the Security  Documents  have become
              due and  payable,  whereupon  the same  shall,  immediately  or in
              accordance with the terms of such notice, become due and payable.

10.3   Demand basis

       If, pursuant to clause 10.2(b) the Administrative Agent declares the Loan
       to be due and payable on demand, the Administrative Agent may (and, if so
       instructed  by the  Majority  Banks,  shall)  by  written  notice  to the
       Borrower  (a)  call  for  repayment  of the  Loan on such  date as may be
       specified  whereupon the Loan shall become due and payable on the date so
       specified  together  with  all  interest  and any  commitment  commission
       accrued and all other sums payable  under this  Agreement or (b) withdraw
       such declaration with effect from the date specified in such notice.

11     Indemnities

11.1   Miscellaneous indemnities

       The Borrower shall on demand indemnify each Creditor,  without  prejudice
       to any of their other rights under any of the Security Documents, against
       any loss or expense  which such  Creditor  shall  certify as sustained or
       incurred by it as a consequence of:

       (a)    any default in payment by the Borrower of any sum under any of the
              Security Documents when due;

       (b)    the occurrence of any Event of Default;

       (c)    receiving or recovering all or any part of a sum unpaid  otherwise
              than on the due  date  for the  payment  of  interest  in  respect
              thereof;

       (d)    any  prepayment  of the  Loan or part  thereof  being  made  under
              clauses  4.2,  4.3,  4.6  or  12.1,  or  any  other  repayment  or
              prepayment of the Loan or part thereof being made  otherwise  than
              on a Rollover Date being repair or prepaid; or

       (e)    the  Loan or any  part  thereof  not  being  made  for any  reason
              (excluding  any  default  by the  relevant  Creditor)  on the date
              specified in the Drawdown Notice once given

       including,  in any such  case,  but not  limited  to, any loss or expense
       sustained  or incurred  by any  Creditor  in  maintaining  or funding its
       Contribution  or any  part  thereof  or in  liquidating  or  re-employing
       deposits from third parties acquired or contracted for to fund, effect or
       maintain its  Contribution  or any part thereof  (collectively  "Breakage
       Costs").

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11.2   Currency indemnity

       If any sum due from the Borrower  under any of the Security  Documents or
       any  order  or  judgment  given  or made in  relation  thereto  has to be
       converted  from the currency (the "first  currency") in which the same is
       payable  under the  relevant  Security  Document  or under  such order or
       judgment into another currency (the "second currency") for the purpose of
       (a) making or filing a claim or proof against the Borrower, (b) obtaining
       an order or judgment in any court or other  tribunal or (c) enforcing any
       order  or  judgment  given  or made in  relation  to any of the  Security
       Documents,  the Borrower shall  indemnify and hold harmless each Creditor
       from and against any loss suffered as a result of any difference  between
       (i) the rate of  exchange  used for such  purpose to  convert  the sum in
       question from the first  currency  into the second  currency and (ii) the
       rate or rates of  exchange  at which  the  relevant  Creditor  may in the
       ordinary  course of business  purchase the first currency with the second
       currency upon receipt of a sum paid to it in satisfaction, in whole or in
       part, of any such order,  judgment,  claim or proof.  Any amount due from
       the Borrower  under this clause 11.2 shall be due as a separate  debt and
       shall not be affected by judgment  being  obtained for any other sums due
       under or in respect of any of the Security  Documents  and the term "rate
       of  exchange"  includes  any  premium  and costs of  exchange  payable in
       connection  with the  purchase  of the  first  currency  with the  second
       currency.

11.3   Environmental indemnity

       The  Borrower  shall  indemnify  each  Creditor  on demand  and hold each
       Creditor  harmless  from  and  against  all  costs,  expenses,  payments,
       charges,  losses,  demands,  liabilities,  actions,  proceedings (whether
       civil  or  criminal),  penalties,  fines,  damages,  judgements,  orders,
       sanctions or other outgoings of whatever nature  ("Losses")  which may be
       suffered,  incurred or paid by, or made or asserted  against the relevant
       Creditor at any time,  whether  before or after the  repayment in full of
       principal  and  interest  under this  Agreement,  relating to, or arising
       directly  or  indirectly  in  any  manner  or for  any  cause  or  reason
       whatsoever  out of an  Environmental  Claim made or asserted  against the
       such  Creditor if such  Environmental  Claim would not have been, or been
       capable of being,  made or asserted  against the relevant  Creditor if it
       had not entered into any of the Security  Documents  and/or exercised any
       of its rights,  powers and discretions thereby conferred and/or performed
       any of its  obligations  thereunder  and/or  been  involved in any of the
       transactions contemplated by the Security Documents.

12     Unlawfulness and increased costs

12.1   Unlawfulness

       It is or  becomes  contrary  to any law or  resolution  for  any  Bank to
       maintain its Commitment or to fund its  Contribution or contribute to the
       Loan,  such Bank shall promptly inform the  Administrative  Agent and the
       Administrative Agent shall notify the Borrower whereupon:

       (a)    such Bank's Commitment shall be reduced to zero;

       (b)    the undrawn portion of the Total  Commitments  shall be reduced by
              the same proportion which  (immediately  prior to its reduction to
              zero) the  Commitments  of the relevant Bank bore to the aggregate
              of the Total Commitments (including such Bank's Commitment); and

       (c)    the Borrower shall be obliged to prepay the  Contributions of such
              Bank either (i) forthwith or (ii) on a future  specified  date not
              being  earlier than the latest date  permitted by the relevant law
              or regulation.

       Any  prepayment  pursuant to this clause 12.1 shall be made together with
       all amounts referred to in clause 4.4.

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12.2   Increased costs

       If the result of any change in, or in the  interpretation  or application
       of,  or the  introduction  of,  any  law or any  regulation,  request  or
       requirement  (whether or not having the force of law,  but, if not having
       the force of law, with which any Bank or, as the case may be, its holding
       company  habitually  complies),   including  (without  limitation)  those
       relating to Taxation, capital adequacy,  liquidity,  reserve assets, cash
       ratio deposits and special deposits, is to:

       (a)    subject  any Bank to Taxes or change the basis of  Taxation of any
              Bank  with  respect  to any  payment  under  any  of the  Security
              Documents (other than Taxes or Taxation on the overall net income,
              profits or gains of such Bank imposed in the jurisdiction in which
              its principal or lending  office under this Agreement is located);
              and/or

       (b)    increase the cost to, or impose an additional cost on, any Bank or
              its holding company in making or keeping its Commitment  available
              or funding  its  Contribution  or  otherwise  in  maintaining  its
              obligations under this Agreement; and/or

       (c)    reduce the  amount  payable  or the  effective  return to any Bank
              under any of the Security Documents; and/or

       (d)    reduce any Bank's or its holding  company's  rate of return on its
              overall capital by reason of a change in the manner in which it is
              required to allocate  capital  resources to its obligations  under
              any of the Security Documents; and/or

       (e)    require any Bank or its holding company to make a payment or forgo
              a return on or calculated  by reference to any amount  received or
              receivable by it under any of the Security Documents; and/or

       (f)    require any Bank or its holding company to incur or sustain a loss
              (including a loss of future potential  profits) by reason of being
              obliged  to  deduct  all or  part  of  the  Bank's  Commitment  or
              Contribution from its capital for regulatory purposes,

       then and in each such case (subject to clause 12.3):

       (i)    such Bank  shall  notify  the  Borrower  in  writing of such event
              promptly upon its becoming aware of the same; and

       (ii)   the Borrower shall on demand,  made at any time whether or not the
              relevant  Bank's   Contribution  has  been  repaid,   pay  to  the
              Administrative Agent for the account of such Bank the amount which
              such Bank  specifies (in a certificate  setting forth the basis of
              the computation of such amount but not including any matters which
              such Bank or its  holding  company  regards  as  confidential)  is
              required to  compensate  such Bank and/or (as the case may be) its
              holding  company for such  liability  to Taxes,  cost,  reduction,
              payment, forgone return or loss.

       For the purposes of this clause 12.2 "holding  company" means the company
       or entity  (if any)  within  the  consolidated  supervision  of which the
       relevant Bank is included.

12.3   Exception

       Nothing in clause  12.2 shall  entitle any Bank to  compensation  for any
       such  increased  costs,  reduction,  payment or  foregoing  return to the
       extent that the same is the subject of an additional payment under clause
       6.7 or is taken into account in calculating the Additional Cost.

12.4   Mitigation

       If  circumstances  arise which would, or would upon the giving of notice,
       result in:

       (a)    the Borrower being required to make an increased payment to a Bank
              pursuant to clause 6.7

       (b)    the reduction of the Commitments of a Bank to zero or the Borrower
              being  required  to prepay any  Bank's  Contribution  pursuant  to
              clause 12.1; or

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       (c)    the  Borrower  being  required  to  make a  payment  to a Bank  to
              compensate  such Bank or its holding  company  for a liability  to
              Taxes, increased or additional cost, reduction,  payment, foregone
              return or loss pursuant to clause 12.2(f)(ii)

       then, without in any way limiting,  reducing or otherwise  qualifying the
       obligations of the Borrower under clauses 6.7 and 12, the  Administrative
       Agent and the relevant Bank shall endeavour to take such reasonable steps
       (and/or,  in the case of clause  12.2(f)(ii)  and where the  increased or
       additional cost, reduction,  payment,  foregone return or loss is that of
       its holding company,  endeavour to procure that its holding company takes
       such reasonable  steps) as may be open to it (or, as the case may be, its
       holding company) to mitigate or remove such  circumstances  including (in
       the case of a Bank) the transfer of its rights and obligations under this
       Agreement to another bank or financial institution) unless to do so might
       (in the opinion of the relevant Bank) be prejudicial to such Bank (or, as
       the case may be, its holding  company) or be in conflict with such Bank's
       (or, as the case may be, its  holding  company's)  or the  Administrative
       Agent's  general  banking  policies or involve such Bank (or, as the case
       may be, its holding company) or the Administrative Agent in expense or an
       increased administrative burden.

13     Set-off, pro rata payments

13.1   Set-off

       The  Borrower  authorises  each Bank  (without  prejudice  to any of such
       Bank's rights at law, in equity or otherwise), [at any time when an Event
       of Default has occurred  and is  continuing  and]  without  notice to the
       Borrower:

       (a)    to apply any credit balance to which the Borrower is then entitled
              standing  upon any account of the Borrower with any branch of such
              Bank in or towards  satisfaction  of any sum due and payable  from
              the Borrower to such Bank under any of the Security Documents;

       (b)    in the name of the  Borrower  or such Bank to do all such acts and
              to execute all such  documents as may be necessary or expedient to
              effect such application; and

       (c)    to combine and/or  consolidate  all or any accounts in the name of
              the Borrower with such Bank.

       For such  purposes,  each Bank is  authorised to purchase with the moneys
       standing to the credit of such  account such other  currencies  as may be
       necessary  to  effect  such  application.  No Bank  shall be  obliged  to
       exercise  any right  given to it by this  clause  13.1.  Each Bank  shall
       notify  the  Administrative  Agent and the  Borrower  forthwith  upon the
       exercise  or  purported  exercise  of any right of  set-off  giving  full
       details in relation thereto and the Administrative Agent shall inform the
       other Banks.

13.2   Pro rata payments

       (a)    If at any  time any  Bank  (the  "Recovering  Bank")  receives  or
              recovers  any  amount  owing  to it by  the  Borrower  under  this
              Agreement by direct  payment,  set-off or in any manner other than
              by payment through the Administrative Agent pursuant to clause 6.1
              or 6.10 (not being a payment  received from a Transferee Bank or a
              sub-participant  in such Bank's  Contribution or any other payment
              of an  amount  due to the  Recovering  Bank for its  sole  account
              pursuant to clauses 3.1, 3.7, 4.6, 5.2,  6.7,  11.1,  11.2,  11.3,
              12.1, 12.2) the Recovering Bank shall,  within two Banking Days of
              such  receipt  or  recovery  (a  "Relevant  Receipt")  notify  the
              Administrative Agent of the amount of the Relevant Receipt. If the
              Relevant  Receipt  exceeds the amount  which the  Recovering  Bank
              would have  received if the Relevant  Receipt had been received by
              the Administrative Agent and distributed pursuant to clause 6.1 or
              6.10 as the case may be) then:

              (i)    within  two  Banking  Days of demand by the  Administrative
                     Agent, the Recovering Bank shall pay to the  Administrative
                     Agent an amount equal (or equivalent) to the excess;

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              (ii)   the  Administrative  Agent shall treat the excess amount so
                     paid by the Recovering Bank as if it were a payment made by
                     the  Borrower  and shall  distribute  the same to the Banks
                     (other than the Recovering  Bank) in accordance with clause
                     6.10; and

              (iii)  as between the Borrower and the Recovering  Bank the excess
                     amount so  re-distributed  shall be  treated  as not having
                     been paid but the  obligations of the Borrower to the other
                     Banks shall, to the extent of the amount so  re-distributed
                     to them, be treated as discharged.

       (b)    If any part of the Relevant Receipt  subsequently has to be wholly
              or partly refunded by the Recovering Bank (whether to a liquidator
              or otherwise) each Bank to which any part of such Relevant Receipt
              was so  re-distributed  shall on request from the Recovering  Bank
              repay to the  Recovering  Bank such  Bank's  pro rata share of the
              amount which has to be refunded by the Recovering Bank.

       (c)    Each Bank shall on request supply to the Administrative Agent such
              information  as the  Administrative  Agent  may from  time to time
              request for the purpose of this clause 13.2

       (d)    Notwithstanding  the  foregoing  provisions of this clause 13.2 no
              Recovering  Bank shall be obliged  to share any  Relevant  Receipt
              which it receives or recovers  pursuant to legal proceedings taken
              by it to recover  any sums owing to it under this  Agreement  with
              any other party  which has a legal right to, but does not,  either
              join  in  such  proceedings  or  commence  and  diligently  pursue
              separate  proceedings to enforce its rights in the same or another
              court (unless the  proceedings  instituted by the Recovering  Bank
              are  instituted  by it without  prior notice  having been given to
              such party through the Administrative Agent).

13.3   No release

       For the  avoidance  of doubt it is hereby  declared  that  failure by any
       Recovering  Bank to comply with the  provisions  of clause 13.2 shall not
       release  any  other  Recovering  Bank  from  any  of its  obligations  or
       liabilities under clause 13.2.

13.4   No charge

       The  foregoing  provisions  of this clause 13 shall not, and shall not be
       construed so as to, constitute a charge by a Bank over all or any part of
       a sum  received or  recovered  by it in the  circumstances  mentioned  in
       clause 13.2.

14     Accounts

14.1   Undertakings concerning Earnings Accounts

       The Borrower  undertakes  with each of the Creditors that  throughout the
       Security Period it will procure that:

       (a)    Payments to Earnings Accounts

              unless and until the Security Agent otherwise  directs pursuant to
              the  General  Assignments  or any  other  Security  Document,  the
              following will be paid to the Earnings Accounts:

              (i)    all Earnings of the Mortgaged Ships;

              (ii)   all dividends or other amounts  received by Oxbow and Golar
                     Maritime from Faraway;

              (iii)  all  payments  to the  Borrower  and/or  any of the  Owning
                     Companies under any Eligible Swap Contracts;

              (iv)   all moneys  payable  under the  Insurances of any Mortgaged
                     Ships which are payable to the relevant  Owning  Company or
                     its order in  accordance  with the  relevant  Loss  Payable
                     Clauses and the General Assignments;

                                    Page 79
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              (v)    all  surplus  proceeds  of any  sale or  Total  Loss or any
                     proceeds  of sale of an Owning  Company or any of Oxbow and
                     Golar  Maritime's  shares in Faraway after the Borrower has
                     made any prepayment required under clause 4.3; and

              (vi)   the amount  (including  interest) of any fixed term deposit
                     account or contract referred to in clause 14.1(b)(iii) upon
                     maturity of the relevant fixed term;

       (b)    Withdrawals from Earnings Accounts

              withdrawals  are  made  from  any  Earnings  Account  only for the
              purpose of:

              (i)    paying amounts then due under the Security Documents (other
                     than any  prepayment of the Loan pursuant to clauses 4.3 or
                     4.6 of this  Agreement  but,  for the  avoidance  of doubt,
                     withdrawals  from  Earnings  Accounts  may be made  for the
                     purpose of making a prepayment required under clause 12.1);

              (ii)   paying  amounts  then  due  in  respect  of  Eligible  Swap
                     Liabilities or the Operating Costs of Mortgaged Ships;

              (iii)  payment  of funds from one  Earnings  Account to another or
                     (provided  that the  relevant  account or contract  will be
                     subject to a valid Earnings  Account security and notice of
                     assignment  thereof has been given to, and acknowledged by,
                     the Account Bank in accordance  with such Earnings  Account
                     Security)  their  investment in a Dollar fixed term deposit
                     account or contract placed or made with the Account Bank on
                     terms  that  the  funds so  invested  and  interest  earned
                     thereon  shall be  credited  to such  Earnings  Account  on
                     maturity  of the  relevant  fixed term  deposit  account or
                     contract;

              (iv)   payment of Equity  Distributions  permitted  under provisos
                     (A) or (C) to clause 8.3(c);

              (v)    discharging   other   liabilities   or  meeting  any  other
                     expenditure  incurred  by the Owning  Companies  which have
                     been demonstrated to the satisfaction of the Administrative
                     Agent to have been reasonably and properly  incurred in the
                     ordinary course of the relevant Owning  Company's  business
                     of owning and  operating  its  Mortgaged  Ship (which shall
                     not,  for the  avoidance  of  doubt,  include  any  capital
                     expenditure  not falling within the definition of Operating
                     Costs and  shall  not  include  any  other  expenditure  in
                     respect of any  liability  arising or incurred in breach of
                     this Agreement); or

              and that  (notwithstanding the foregoing) no withdrawal whatsoever
              is made from any Earnings Account if,  immediately  following such
              withdrawal, the Free Available Cash would be less than the Minimum
              Free Available Cash;

       (c)    Security over accounts

              if an account is to be designated  as an Earnings  Account for the
              purposes of the Security  Documents there is duly delivered to the
              Security   Agent  at  or  before  the  time  such  account  is  so
              designated:

              (i)    a deed of  assignment  (an "Account  Charge") in respect of
                     such account,  duly executed by the relevant  account party
                     in such form as the Security Agent may  reasonably  require
                     (which shall,  so far as the Security  Agent  considers the
                     circumstances permit), be based upon the agreed form of the
                     Earnings  Accounts  Security  or in such  other form as the
                     Security  Agent may  reasonably  require for the purpose of
                     creating  effective  security  over such account  under any
                     applicable laws;

                                    Page 80
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              (ii)   such notices to, and  acknowledgements  from,  the relevant
                     Account Bank as may be required by such Account Charge;

              (iii)  in relation to the account  holder  executing  such Account
                     Charge and such Account  Charge  itself such  documents and
                     evidence in form and substance satisfactory to the Security
                     Agent of the kind referred to in  paragraphs  (a), (b), (c)
                     and (d) of Part 1 of schedule 4 as the  Security  Agent may
                     reasonably  require and that such  account has been opened;
                     and

              (iv)   such  satisfactory  legal opinion as the Security Agent may
                     reasonably  require  as  to  the  execution,  validity  and
                     effectiveness of such Account Charge

              provided  that the  Security  Agent may waive the  delivery of the
              documents and evidence  referred to in paragraphs  (i) and/or (iv)
              if it  considers  that  an  existing  Account  Charge  constitutes
              effective and satisfactory security over such account.

15     Transfer and lending office

15.1   Benefit and burden

       This Agreement  shall be binding upon, and enure for the benefit of, each
       of the Creditors and the Borrower and their respective successors.

15.2   No assignment by Borrower

       The Borrower may not assign or transfer any of its rights or  obligations
       under any of the Security Documents.

15.3   Transfers

       Any Bank (the  "Transferor  Bank") may at any time, cause all or any part
       of its rights,  benefits and/or  obligations under this Agreement and the
       Security  Documents to be transferred to its Subsidiaries,  affiliates or
       associates or to a federal  reserve bank,  central bank or other monetary
       or regulatory  authority having  jurisdiction over such Banks without the
       consent of the Borrower or so long as no Default is then continuing, with
       the consent of the Borrower (such consent not to be unreasonably withheld
       (and  for  the  purposes  of  this  clause  15.3,   it  shall  be  deemed
       unreasonable  for the  Borrower to withhold  such  consent on the grounds
       that any  proposed  transfer  by a Bank of part of its  rights,  benefits
       and/or  obligations  would result in the number of Banks being  increased
       if, after such transfer,  there would be no more than 15 Banks)),  to any
       other bank or financial  institution (a "Transferee  Bank") by delivering
       to the  Administrative  Agent a Transfer  Certificate  duly completed and
       duly executed by the Transferor Bank and the Transferee Bank.

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       Any transfer by a Bank shall be offered and effected in  compliance  with
       all applicable laws and regulations.  If the Borrower fails to respond to
       a request for such  consent  within ten (10) days of such  request  being
       made,  the Borrower  shall be deemed to have given such consent.  No such
       transfer is binding on, or effective in relation  to, the  Borrower,  the
       Administrative  Agent,  or the  Security  Agent  unless it is effected or
       evidenced by a Transfer Certificate which complies with the provisions of
       this  clause 15.3 and is signed by or on behalf of the  Transferor  Bank,
       the Transferee  Bank and the  Administrative  Agent (on behalf of itself,
       the Borrower,  the Security Agent and the other Banks). Upon signature of
       any  such  Transfer  Certificate  by  the  Administrative   Agent,  which
       signature  shall be effected as  promptly  as is  practicable  after such
       Transfer Certificate has been delivered to the Administrative  Agent, and
       subject  to  the  terms  of  such  Transfer  Certificate,  such  Transfer
       Certificate shall have effect as set out below.

       The  following  further  provisions  shall have effect in relation to any
       Transfer Certificate:

       (a)    a Transfer  Certificate  may be in  respect of a Bank's  rights in
              respect of all or part, of its  Commitment and shall be in respect
              of the same proportion of its Contribution;

       (b)    a  Transfer  Certificate  shall  only be in  respect of rights and
              obligations of the  Transferor  Bank in its capacity as a Bank and
              shall not transfer its rights and  obligations  as  Administrative
              Agent or Security Agent or in any other capacity,  as the case may
              be and such other rights and  obligations  may only be transferred
              in  accordance  with  any  applicable  provisions  of  the  Agency
              Agreement;

       (c)    a  Transfer  Certificate  shall  take  effect in  accordance  with
              English law as follows:

              (i)    to the extent  specified in the Transfer  Certificate,  the
                     Transferor  Bank's  payment rights and all its other rights
                     (other than those referred to in paragraph (b) above) under
                     this  Agreement  are  assigned  to  the   Transferee   Bank
                     absolutely,  free of any defects in the  Transferor  Bank's
                     title and of any rights or equities  which the Borrower had
                     against the Transferor Bank;

              (ii)   the  Transferor  Bank's  Commitment  is  discharged  to the
                     extent specified in the Transfer Certificate;

              (iii)  the Transferee Bank becomes a Bank with a Contribution  and
                     an  undrawn  Commitment  of  the  amount  specified  in the
                     Transfer Certificate;

              (iv)   the Transferee  Bank becomes bound by all the provisions of
                     this  Agreement  and  the  Security   Documents  which  are
                     applicable to the Banks  generally,  including  those about
                     pro-rata sharing and the exclusion of liability on the part
                     of, and the  indemnification  of, the Administrative  Agent
                     and the Security Agent in accordance with the provisions of
                     the Agency  Agreement and to the extent that the Transferee
                     Bank becomes bound by those provisions, the Transferor Bank
                     ceases to be bound by them;

                                    Page 82
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              (v)    the Contributions which the Transferee Bank makes after the
                     Transfer  Certificate  comes into  effect  rank in point of
                     priority  and  security  in the same  way as it would  have
                     ranked had it been made by the  Transferor  Bank,  assuming
                     that any  defects in the  Transferor  Bank's  title and any
                     rights  or  equities  of any  Security  Party  against  the
                     Transferor Bank had not existed; and

              (vi)   the  Transferee  Bank  becomes  entitled  to all the rights
                     under  this  Agreement  which are  applicable  to the Banks
                     generally,  including but not limited to those  relating to
                     the Majority  Banks and those under  clauses 3.7, 5 and 12,
                     and to the extent that the Transferee Bank becomes entitled
                     to such rights,  the Transferor  Bank ceases to be entitled
                     to them;

       (d)    the rights and equities of the  Borrower or of any other  Security
              Party referred to above include, but are not limited to, any right
              of set off and any other kind of cross-claim; and

       (e)    the Borrower,  the Security Agent and the Banks hereby irrevocably
              authorise and instruct the  Administrative  Agent to sign any such
              Transfer  Certificate  on its  behalf  (and,  in the  case  of the
              Security  Agent,  on behalf of any Security Party which has in the
              relevant Security Document given a corresponding authorisation and
              instruction to the Security  Agent) and undertake not to withdraw,
              revoke or  qualify  such  authority  or  instruction  at any time.
              Promptly  upon its  signature  of any  Transfer  Certificate,  the
              Administrative Agent shall notify the Borrower, the Security Agent
              the Transferor Bank, the Transferee Bank and the other Banks.

15.4   Reliance on Transfer Certificate

       (a)    The Administrative Agent shall be entitled to rely on any Transfer
              Certificate  believed  by it to be genuine and correct and to have
              been  presented  or signed by the  persons by whom it  purports to
              have been  presented or signed,  and shall not be liable to any of
              the parties to this  Agreement and the Security  Documents for the
              consequences of such reliance.

       (b)    The   Administrative   Agent   shall  at  all  times   during  the
              continuation  of this  Agreement  maintain a register  in which it
              shall  record  the  name,  Commitments,  or,  as the  case may be,
              Contributions and  administrative  details  (including the lending
              office)  from  time  to  time  of  each  Bank   holding   Transfer
              Certificates  and the date at which the  transfer  referred  to in
              such Transfer  Certificate  held by each Bank was  transferred  to
              such  Bank,  and the  Administrative  Agent  shall  make  the said
              register  available for inspection by any Bank, the Security Agent
              and the Borrower  during normal  banking hours upon receipt by the
              Administrative  Agent of reasonable  prior notice  requesting  the
              Administrative Agent to do so.

       (c)    The entries on the said register shall, in the absence of manifest
              error,   be  conclusive  in  determining  the  identities  of  the
              Commitments  or,  as the case may be,  the  Contributions  and the
              Transfer  Certificates held by the Banks from time to time and the
              principal amounts of such Transfer  Certificates and may be relied
              upon by the Administrative Agent, the Security Agent and the other
              Security   Parties  for  all  purposes  in  connection  with  this
              Agreement and the Security Documents.

15.5   Transfer fees and expenses

       If any  Bank  causes  the  transfer  of all or any  part  of its  rights,
       benefits and/or obligations under the Security Documents, it shall pay to
       the  Administrative  Agent  for its own  account  a  registration  fee of
       USD1,000  for each  transfer,  and shall  also pay to the  Administrative
       Agent on demand all out of pocket  costs,  fees and expenses  (including,
       but not limited  to,  legal fees and  expenses),  and all value added tax
       thereon,  certified by the Administrative Agent as having been reasonably
       and properly incurred by it in connection with such transfer.

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15.6   Documenting transfers

       If any Bank  transfers  all or any part of its  rights,  benefits  and/or
       obligations   as  provided  in  clause  15.3  the  Borrower   undertakes,
       immediately on being requested to do so by the  Administrative  Agent and
       at the cost of the  Transferor  Bank, to enter into, and procure that the
       other  Security  Parties  shall  enter  into,  such  documents  as may be
       necessary  or  desirable  to transfer to the  Transferee  Bank all or the
       relevant part of such Bank's  interest in the Security  Documents and all
       relevant  references in this  Agreement to such Bank shall  thereafter be
       construed as a reference to the Bank and/or its  Transferee  Bank (as the
       case may be) to the extent of their respective interests.

15.7   Sub-participation

       A Bank  may  sub-participate  all  or  any  part  of  its  rights  and/or
       obligations  under the  Security  Documents  without  the  consent of, or
       notice to, the Borrower.

15.8   Lending office

       Each Bank shall lend through its office at the address specified in 0 or,
       as the case may be, in any relevant  Transfer  Certificate or through any
       other office of such Bank  selected from time to time by it through which
       such  Bank  wishes to lend for the  purposes  of this  Agreement.  If the
       office  through  which such Bank is lending is changed  pursuant  to this
       clause 15.8, such Bank shall notify the Administrative  Agent promptly of
       such change and the Administrative Agent shall notify the Borrower.

15.9   Disclosure of information

       Any Bank may (with the prior written consent of the Borrower such consent
       not to be  unreasonable  withheld or delayed)  disclose to a  prospective
       assignee, substitute or transferee or to any other person who may propose
       entering into  contractual  relations  with such Bank in relation to this
       Agreement such information about the Borrower as such Bank shall consider
       appropriate.

15.10  Assignments by Swap Banks

       The Swap Banks may assign their  rights  under the Security  Documents to
       any person to whom they assign their  rights under the relevant  Eligible
       Swap   Contracts,   provided  that  the  assignee  has  entered  into  an
       undertaking in such form as the Security Agent may require agreeing to be
       bound by the terms of the Security Documents.

16     Administrative Agent, Security Agent and Reference Banks

16.1   Appointment of the Administrative Agent and the Security Agent

       The terms and basis on which the  Administrative  Agent and the  Security
       Agent have been appointed by the Banks as facility agent and by the Banks
       and the Swap Banks as security agent and trustee respectively are set out
       in the Agency  Agreement  including,  among other  things,  the manner in
       which any decision to exercise any right, powers, discretion or authority
       or to carry  out any  duty are to be made  between  the  Banks,  the Swap
       Banks, the Administrative Agent and the Security Agent.

16.2   Reference Banks

       If (a) the whole of the  Contributions  (if any) of any Reference Bank is
       prepaid or (b) the Commitments (if any) of any Reference Bank are reduced
       to zero in  accordance  with  clauses 4.6 or 12 or (c) a  Reference  Bank
       transfers  the whole of its  rights  and  obligations  (if any) as a Bank
       under this Agreement or (d), where applicable,  any Reference Bank ceases
       to provide  quotations  to the  Administrative  Agent for the purposes of
       determining   LIBOR,  the   Administrative   Agent  may,  acting  on  the
       instructions  of the Majority  Banks,  terminate the  appointment of such
       Reference Bank and appoint another Bank to replace such Reference Bank.

                                    Page 84
<Page>

17     Tax Lease Option

       If the Borrower or an Owning  Company  wishes to incur  Borrowed Money by
       means of a Capitalised  Lease  Obligation in respect of a Mortgaged Ship,
       the Banks shall,  if so requested in writing by the Borrower,  discuss in
       good faith for a period of up to 60 days the  possible  restructuring  of
       the security arrangements  contemplated by this Agreement so as to permit
       such  incurrence  of Borrowed  Money but such  restructuring  may only be
       implemented  if all of the Banks approve it in writing (such approval not
       to be unreasonably withheld) and such supplemental  documentation entered
       into  and  conditions  precedent  fulfilled  as the  Banks  may in  their
       absolute  discretion  require. It is acknowledged by all parties that the
       restructuring of the security may include the granting of second priority
       security to secure the relevant Capitalised Lease Obligation and the Swap
       Banks  acknowledge  that their second  priority  rights to the  Mortgaged
       Ships  shall be  postponed  and/or  replaced  with  alternative  security
       acceptable to the Swap Banks to be agreed at the relevant time.

       If any such  restructuring  is approved in principle by the Banks and the
       Swap Banks,  the Banks and the Swap Banks shall  co-operate in good faith
       with the Borrower in the implementation of such restructuring within such
       period as may be agreed at the relevant time.

       If in the course of seeking  the  approval  of the Banks to the Tax Lease
       Option, a majority of the Banks the aggregate of whose Commitments and/or
       Contribution   (as  the  case  may  be)  exceeds   662/3%  of  the  Total
       Commitments, agree to the restructuring proposal (the "consenting banks")
       then the  consenting  banks shall if  requested  to do so by the Borrower
       co-operate with the Borrower to try to arrange for the Commitment  and/or
       Contribution  (as the  case may be) of the  Banks  who do not  agree  the
       restructuring  proposal (the  "dissenting  banks") to be transferred to a
       substitute or replacement bank (a "substitute  bank") provided that if no
       substitute  bank can be found  within  such  reasonable  period as may be
       agreed by the  Administrative  Agent at the  relevant  time to assume the
       Contribution  and/or  Commitment  of the  dissenting  bank or banks,  the
       Borrower  agrees  that the  approval  of all the  Banks to the Tax  Lease
       Option shall be deemed to be required.

18     Notices and other matters

18.1   Notices

       Every notice, request, demand or other communication under this Agreement
       or (unless  otherwise  provided  therein) under any of the other Security
       Documents shall:

       (a)    be in  writing  delivered  personally  or by  first-class  prepaid
              letter  (airmail if available) or facsimile  transmission or other
              means of telecommunication in permanent written form;

       (b)    be deemed to have been received,  subject as otherwise provided in
              the  relevant  Security  Document,  in the case of a letter,  when
              delivered  personally  or 7 days  after  it has been put in to the
              post and, in the case of a facsimile  transmission  or other means
              of  telecommunication  in permanent  written  form, at the time of
              despatch  (provided that if the date of despatch is not a business
              day in the country of the  addressee or if the time of despatch is
              after the close of  business in the  country of the  addressee  it
              shall be deemed to have been  received  at the opening of business
              on the next such business day); and

                                    Page 85
<Page>

       (c)    be sent:

              (i)    to the Borrower at:

                     Golar Gas Holding Company, Inc.
                     c/o Osprey Maritime (Europe) Ltd.
                     30 Marsh Wall
                     London E14 9TP

                     Fax no:         (44) 207 517 8601
                     Attention:      The President

              (ii)   to the Administrative Agent at:

                     Christiania Bank og Kreditkasse ASA
                     P.O. Box 1166, Sentrum
                     0107 Oslo
                     Norway

                     Fax no: 00 47 22 48 66 68
                     Attention:       Shipping Dept.

              (iii)  to the Security Agent at:

                     Stranden 21
                     N-0021 Oslo
                     Norway

                     Fax no: 00 47 22 48 28 94
                     Attention:       Credit Administration Shipping

              (iv)   to each Bank at its address,  telex or fax number specified
                     in schedule 1 or in any relevant Transfer Certificate,

              (v)    to the Swap  Banks  in  accordance  with  the  terms of the
                     relevant Eligible Swap Contracts,

       or to such other  address  and/or  numbers as is notified by one party to
       the other party under this Agreement.

18.2   No implied waivers, remedies cumulative

       No failure or delay on the part of any  Creditor to  exercise  any power,
       right or remedy under any of the Security  Documents  shall  operate as a
       waiver thereof,  nor shall any single or partial exercise by any Creditor
       of any power,  right or remedy  preclude  any other or  further  exercise
       thereof or the exercise of any other power, right or remedy. The remedies
       provided in the Security  Documents are  cumulative and are not exclusive
       of any remedies provided by law.

18.3   Further assurance

       The Borrower  undertakes  that the Security  Documents  shall both at the
       date of  execution  and  delivery  thereof  and so long as any moneys are
       owing  under  any  of  the  Security  Documents,  be  valid  and  binding
       obligations  of the  respective  parties  thereto  and the  rights of the
       Creditors  thereunder  enforceable  in accordance  with their  respective
       terms and that they will, at their expense,  execute,  sign,  perfect and
       do, and will procure the execution, signing, perfecting and doing by each
       of the other Security  Parties of, any and every such further  assurance,
       document, act or thing as in the reasonable opinion of the Administrative
       Agent  may  be  necessary  or  desirable  for   perfecting  the  security
       contemplated or constituted by the Security Documents.

                                    Page 86
<Page>

18.4   Conflicts

       In the event of any conflict  between this Agreement and any of the other
       Security Documents, the provisions of this Agreement shall prevail.
18.5   English language

       All  certificates,  instruments and other documents to be delivered under
       or supplied in connection with any of the Security  Documents shall be in
       the English  language  or shall be  accompanied  by a  certified  English
       translation  upon which the  Administrative  Agent  shall be  entitled to
       rely.

18.6   Contracts (Rights of Third Parties) Act 1999

       No term of this Agreement is enforceable  under the Contracts  (Rights of
       Third Parties) Act 1999 by a person who is not a party to this Agreement.

19     Governing law and jurisdiction

19.1   Law

       This  Agreement is governed by and shall be construed in accordance  with
       English law.

19.2   Submission to jurisdiction

       The Borrower  agrees,  for the benefit of the  Creditors,  that any legal
       action or proceedings arising out of or in connection with this Agreement
       against  the  Borrower or any of its assets may be brought in the English
       courts.  The  Borrower  irrevocably  and  unconditionally  submits to the
       jurisdiction  of such courts and  irrevocably  designates,  appoints  and
       empowers Frontline Management (UK) Ltd. at present of 12 Grosvenor Place,
       London SW1X 7HH to receive  for it and on its behalf,  service of process
       issued out of the English courts in such legal action or proceedings. The
       submission to such jurisdiction  shall not (and shall not be construed so
       as to) limit the right of any  Creditor to take  proceedings  against the
       Borrower in the courts of any other competent  jurisdiction nor shall the
       taking  of  proceedings  in any one or more  jurisdictions  preclude  the
       taking of proceedings in any other jurisdiction,  whether concurrently or
       not.  The parties  further  agree that only the courts of England and not
       those of any other State shall have  jurisdiction  to determine any claim
       which the Borrower  may have  against any  Creditor  arising out of or in
       connection with this Agreement.

IN WITNESS  whereof the parties to this  Agreement have caused this Agreement to
be duly executed on the date first above written.
Schedule 1


                                    Page 87
<Page>

                                   Schedule 1
                    Part 1 - The Banks and their Commitments

<TABLE>
<CAPTION>
Name                                   Address and fax number                          Commitment
                                                                                           USD
- ----                                   ----------------------                          ----------
<S>                                    <C>                                             <C>
Christiania Bank og Kreditkasse ASA    P.O. Box 1166, Sentrum                          81,250,000
                                       0107 Oslo
                                       Norway

                                       Fax: +47 22 48 42 78
                                       Attention:    International Loan
                                                     Administration

Den norske Bank ASA                    Stranden 21                                     81,250,000
                                       N-0021 Oslo
                                       Norway

                                       Fax:          (47) 22 48 28 94
                                       Attention:    Loan Administration

Citibank, N.A.                         33 Canada Square                                81,250,000
                                       Canary Wharf
                                       London
                                       E14 5LB

                                       Fax:          (44) 207 986 2762
                                       Attention:    Simon Booth

Fortis Bank (Nederland) N.V.           Credit Administration                           81,250,000
                                       Fortis Bank (Nederland) N.V.,
                                       Oslo Branch
                                       Munkedamsveien 53b, NO-0250 Oslo
                                       Norway

                                       Telephone:    (47) 23 11 49 52
                                       Fax:          (47) 23 11 49 40
                                       Attention:    Francis Birkeland

                                       Loan Administration Department
                                       Fortis Bank (Nederland) N.V.
                                       Coolsingel 93, 3012 AE Rotterdam,
                                       The Netherlands

                                       Telephone:    (31) 10 401 61 42 / 62 54
                                       Fax:          (31) 10 401 61 18
                                       Attention:    Frans Schreuder/ Pieter van
                                       Wijk / Leo Vrijland / Aad Blok

                                       Total:                                          325,000,000

</TABLE>


                                    Page 88
<Page>

                                    Part 2
                               The Swap Banks

Name                                   Address and fax number
- ----                                   -----------------------

Christiania Bank og Kreditkasse ASA    P.O. Box 1166, Sentrum
                                       0107 Oslo
                                       Norway

                                       Fax: +47 22 48 42 78
                                       Attention: International
                                       Loan Administration

Den norske Bank ASA                    Stranden 21
                                       N-0021 Oslo
                                       Norway
                                       Fax:          (47) 22 48 28 94
                                       Attention:    Loan Administration


                                    Page 89
<Page>

                                   Schedule 2
                                    The Ships

                                     Part 1
                              Details of the Ships

<TABLE>
<CAPTION>

     Name                   Owning Company       Official No.      Classification        Classification
     ----                   --------------       ------------      --------------        --------------
<S>                    <C>                           <C>        <C>                           <C>
                                                                                              Society
GOLAR SPIRIT            Golar Gas Faraway Inc.       6945       +1A1 Tanker for                 DnV
                                                                Liquified Gas EO SBM

HILLI                   Golar Hilli Inc.             5391       +1A1 Tanker for                 DnV
                                                                Liquified Gas EO SBM

GIMI                    Golar Gimi Inc.              5683       +1A1 Tanker for                 DnV
                                                                Liquified Gas EO SBM

KHANNUR                 Golar Khannur Inc.           5978       +1A1 Tanker for                 DnV
                                                                Liquified Gas EO SBM

GOLAR FREEZE            Golar Freeze Inc.            5824       +1A1 Tanker for                 DnV
                                                                Liquified Gas EO SBM


In this schedule "DnV" means Det Norske Veritas.
</TABLE>



                                    Page 90
<Page>

                                     Part 2
               Details of Approved Charterers, Charter Guarantees
           and Management Agreements as at the date of this Agreement


GOLAR SPIRIT
Approved Charter


Time charter dated 9 September  1983 between  Pertamina and Golar Gas Cryogenics
Inc. as amended by Addendum  No. 1 dated 2 July 1986 and Addendum No. 2 dated 20
February 1990 expiry on or about 1 December 2006 subject to  charterer's  option
to extend.

Charter Guarantee

None.

Approved Management Agreement

Management  Agreement dated 1 January 1999 between Golar Gas Cryogenics Inc. and
Osprey Maritime Management Limited.

HILLI

Approved Charter

Short term  pre-emption  charter dated 7 September 2000 between Golar Hilli Inc.
and Methane  Services  Limited  entered  into  pursuant to the Master  Agreement
covering period until delivery under long term charter.

Long term  charter to be entered  into  between  Golar  Hilli Inc.  and  Methane
Services  Limited in accordance  with the notice of exercise of option under the
Master  Agreement dated 3 May 2001, such charter to expire during 2013,  subject
to charterer's option to extend.

Charter Guarantee

(a)  Guarantee dated 7 September 2000 from BG International Limited in favour of
     Golar Hilli Inc. (in respect of pre-emption charter).

(b)  Guarantee dated 8 May 2001 from BG International Limited in favour of Golar
     Hilli Inc. (in respect of long term charter).


                                    Page 91
<Page>

Approved Management Agreement

Management  Agreement  dated 1 January 1999 between  Golar Hilli Inc. and Osprey
Maritime Management Limited.

GIMI

Approved Charter

Short term  pre-emption  charter to be entered into between  Golar Gimi Inc. and
Methane Services Limited pursuant to the Master Agreement  covering period until
delivery under long term charter.

Long term time charter dated 28 January 2000 between Golar Gimi Inc. and Methane
Services  Limited  entered into pursuant to the Master  Agreement  expiry during
2012 subject to charterer's option to extend.

Charter Guarantee

Guarantee  dated 2 March 2000 from BG  International  Limited in favour of Golar
Gimi Inc. (in respect of long term charter)

Approved Management Agreement

Management  Agreement  dated 1 January 1999  between  Golar Gimi Inc. and Osprey
Maritime Management Limited.

KHANNUR

Approved Charter

Short term pre-emption charter dated 30 November 2000 between Golar Khannur Inc.
and Methane  Services  Limited  entered  into  pursuant to the Master  Agreement
covering period until delivery under long term charter.

Long term time  charter  dated 12 August 1999  between  Golar  Khannur  Inc. and
Methane  Services  Limited as  amended by  Addendum  No. 1 dated  December  1999
entered  into  pursuant to the Master  Agreement  expiry  during 2009 subject to
charterer's option to extend.

Charter Guarantee

Guarantee  dated 30  November  2000 from BG  International  Limited in favour of
Golar Khannur Inc. (in respect of long term charter).

Approved Management Agreement

Management  Agreement dated 1 January 1999 between Golar Khannur Inc. and Osprey
Maritime Management Limited.


                                    Page 92
<Page>

GOLAR FREEZE

Approved Charter

Short term pre-emption  charter dated 7 September 2000 between Golar Freeze Inc.
and Methane Services Limited entered into pursuant to the Master Agreement, such
charter to expire on 31 December 2002 subject to charterer's option to extend or
enter  into a long term  charter  in  accordance  with the  terms of the  Master
Agreement.

Charter Guarantee

Guarantee dated 7 September 2000 from BG International  Limited and in favour of
Golar Freeze Inc. (in respect of the short term charter).

Approved Management Agreement

Management  Agreement  dated 1 January 1999 between Golar Freeze Inc. and Osprey
Maritime Management Limited.

In this schedule  "Master  Agreement" means the master agreement dated 12 August
1999 as amended by addendum no. 1 thereto  dated 5 January  2000  between  Golar
Khannur  Inc.,  Golar Freeze  Inc.,  Golar Gimi Inc.,  Golar Hilli Inc.,  Osprey
Maritime Limited and Methane Services Limited. Schedule 3




                                    Page 93
<Page>

                                   Schedule 3
                             Form of Drawdown Notice


To:    [Name and address of Administrative Agent]
       Attention:

                                                                 [o] 2001
                                 USD325,000,000
                          Loan Agreement dated [o] 2001

We refer to the above Loan  Agreement and hereby give you notice that we wish to
draw the Loan (in the  amount  of  USD[325,000,000])  on [o] 2001 and  select an
Interest Period in respect  thereof of [o] months.  The funds should be credited
to [name and number of account] with [New York City].

We confirm that:

       (a)    no Default has occurred and is  continuing or will result from our
              borrowing the Loan;

       (b)    the  representations  and warranties  contained in clauses 7.1 and
              7.2 of the Loan  Agreement are true and correct at the date hereof
              as if made with respect to the facts and circumstances existing at
              such date; and

       (c)    the  borrowing  to be effected by the drawdown of the Loan will be
              within  our  corporate  powers,  has been  validly  authorised  by
              appropriate  corporate  action and will not cause any limit on our
              borrowings (whether imposed by statute,  regulation,  agreement or
              otherwise) to be exceeded.

Words and expressions defined in the Loan Agreement shall have the same meanings
where used herein.

                              For and on behalf of
                               [Name of Borrower]


                                    Page 94
<Page>

                                   Schedule 4

             Documents and evidence required as conditions precedent

                           (referred to in clause 9.1)

                                     Part 1
                                    (General)


(a)    Constitutional documents

       copies,  certified by an officer of each Security Party as true, complete
       and up to date copies of all  documents  which  contain or  establish  or
       relate to the constitution of that Security Party;

(b)    Corporate authorisations

       copies of resolutions of the directors and  stockholders of each Security
       Party  approving  such  of the  Underlying  Documents  and  the  Security
       Documents  to which  such  Security  Party  is,  or is to be,  party  and
       authorising  the  signature,  delivery and  performance  of such Security
       Party's obligations thereunder,  certified by an officer of such Security
       Party as:

       (i)    being true and correct;

       (ii)   being duly passed at meetings of the  directors  of such  Security
              Party and (if  applicable)  of the  stockholders  of such Security
              Party each duly convened and held;

       (iii)  not having been amended, modified or revoked; and

       (iv)   being in full force and effect,

       together with originals or certified  copies of the  certificates  of any
       powers  of  attorney  issued  by any  Security  Party  pursuant  to  such
       resolutions  and a certificate  by an Officer of each Security Party that
       no  proceedings  are  pending  or  contemplated  for  the  bankruptcy  or
       liquidation of the relevant company;

(c)    Certificate of incumbency

       a list of directors and officers of each Security  Party  specifying  the
       names and  positions  of such  persons,  certified  by an officer of such
       Security Party to be true, complete and up to date;

(d)    Consents and approvals

       a certificate  from an officer of each  Security  Party that no consents,
       authorisations,  licences or approvals  are  necessary  for such Security
       Party,  in the case of the  Borrower,  to borrow the  Commitments  and/or
       grant  security for such borrowing and, in the case of the other Security
       Parties,  to  guarantee  and/or grant  security for the  borrowing by the
       Borrower of the  Commitments  pursuant to this Agreement and (in the case
       of all  Security  Parties) to execute,  deliver and perform the  Security
       Documents and the Underlying  Documents insofar as such Security Party is
       a party thereto;

                                    Page 95
<Page>

(e)    Guarantees

       the Guarantees, duly executed by the Guarantors;

(f)    Underlying Documents

       a copy,  certified  as a true  and  complete  copy by an  officer  of the
       Borrower or other person acceptable to the  Administrative  Agent of each
       of Underlying Documents;

(g)    Accounts and account security

       evidence  that the  Earnings  Accounts  have been opened and the Earnings
       Account Security has been duly executed by the relevant parties;

(h)    Fees and expenses

       evidence  that the fees due under  clause  5.1 have been paid in full and
       that an amount of USD500,000 has been paid to the Administrative Agent on
       account of the expenses referred to in clause 5.2; and

(i)    Private placement

       evidence  that the  private  placement  in respect of the Parent has been
       fully  subscribed  to and the  proceeds  have  been  received  or will be
       received by the Parent within 7 days of the Drawdown Date.



                                    Page 96
<Page>

                                     Part 2
                               (Drawdown of Loan)



(a)    Ships' conditions

       evidence that each Ship and Golar Mazo:

       (i)    Registration and Encumbrance

              is  registered in the name of the relevant  Owning  Company or (as
              the case may be) Faraway  through the relevant  Registry as a ship
              under the laws of the Flag State at the Port of Registry  and that
              such  Ship  and  Golar  Mazo  and  its  Earnings,  Insurances  and
              Requisition  Compensation  are  free of  Encumbrances  other  than
              Permitted Encumbrances;

       (ii)   Classification

              maintains its Classification free of all overdue  requirements and
              recommendations of its Classification Society;

       (iii)  Insurance

              is insured  in  accordance  with the  provisions  of the  Security
              Documents  and  all  requirements  of the  Security  Documents  in
              respect of such insurance have been complied with;

       (iv)   Management

              is managed by the  relevant  Approved  Manager  under the Approved
              Management Agreement relative thereto;

       (v)    Approved Charters

              where  there is an  Approved  Charter for a Ship as at the date of
              this Agreement, is in service under such Approved Charter;

(b)    Mortgages and General Assignments

       the Mortgages and General  Assignments for the Ships,  each duly executed
       by the relevant Owning Company together with any supplements thereto;

(c)    Mortgage registration

       evidence that the Mortgages  for the Ships have been  registered  against
       the Ships at the Registry with first priority;


                                    Page 97
<Page>

(d)    Cash position

       evidence that USD25,000,000 has been credited to an Earnings Account;

(e)    Manager's Undertakings

       the Manager's Undertakings, duly executed by the Approved Managers;

(f)    Subordination Deed

       the Subordination Deed duly executed by the parties thereto;

(g)    Subsidiary Pledges

       the  Subsidiary  Pledges,  duly executed by the Borrower and filed in the
       register of mortgages  and charges of the relevant  Subsidiary,  together
       with the other  documents  required to be delivered to the Security Agent
       thereunder;

(h)    Notices of assignment and acknowledgements

       duly executed notices of assignment (together with original duly executed
       acknowledgements thereof) required by the terms of the Security Documents
       and in the forms prescribed by such Security Documents;

(i)    Liberian opinion

       an opinion of Holland & Knight LLP special  legal  advisers on matters of
       Liberian law to the Banks;

(j)    Bermuda opinion

       an opinion of Conyers Dill & Pearman,  special legal  advisers in Bermuda
       to the Banks;

(k)    British Virgin Islands opinion

       an opinion  of Conyers  Dill & Pearman,  special  legal  advisers  in the
       British Virgin Islands to the Banks;

(l)    Cyprus opinion

       an opinion of  Chrysses  Demetriades  & Co.,  special  legal  advisers in
       Cyprus to the Banks;

(m)    English opinion

       an opinion  of Norton  Rose,  special  legal  advisers  in England to the
       Banks;

(n)    Further opinions

       any such further legal  opinion as may be required by the  Administrative
       Agent;

(o)    Process agents

       a copy,  certified as a true copy by the  Borrower's  solicitors or other
       person  acceptable  to the  Administrative  Agent of a letter  from  each
       Security Party's agent for receipt of service of proceedings  referred to
       in the Security  Documents (other than the Mortgages in respect of all of
       the Ships) accepting its appointment as such agent;


                                    Page 98
<Page>

(p)    Insurance opinion

       an opinion from Messrs Aon Grieg AS of Norway,  insurance  consultants to
       the Administrative Agent, on the insurances effected or to be effected in
       respect of the Ships upon and following the Drawdown Date;

(q)    Indebtedness

       evidence satisfactory to the Administrative Agent that the Borrower,  the
       Owning   Companies,   Oxbow  and  Golar   Maritime  have  no  outstanding
       indebtedness or contingent liabilities;

(r)    Pro forma financial statements

       the pro forma financial  statements for the year ending as of 31 May 2001
       referred to in clause 7.2(x), together with an operational budget for the
       Owning  Companies  and  Faraway and the Ships and Golar Mazo for the year
       beginning 1 July 2001;

(s)    Hedging

       the  Eligible  Swap  Contracts  duly  executed  by the  relevant  parties
       thereto;

(t)    Technical report

       a  technical  report  (satisfactory  to  the  Administrative   Agent)  by
       surveyors  acceptable to the  Administrative  Agent and dated not earlier
       than ten days prior to the Drawdown  Date,  in respect of the useful life
       of the Ships;

(u)    Osprey Maritime Limited

       evidence  satisfactory to the  Administrative  Agent that the operational
       management of Osprey Maritime  Limited has been  transferred to the Golar
       LNG Group;

(v)    Parent, Borrower and Guarantor liabilities

       evidence that the Parent,  the Borrower and the other  Guarantors have no
       Indebtedness other than:

       (i)    under the Security Documents;

       (ii)   adjustments  of hire due to other  members  of the Golar LNG Group
              and Osprey; and

       (iii)  inter-company liabilities within the Golar LNG Group in respect of
              operational costs due to the Approved Managers;

(w)    Costs and expenses

       evidence  that all  amounts  owing  under  clause 5 which  are due on the
       Drawdown  Date or have been  demanded by the  Administrative  Agent under
       clause 5 on or before the Drawdown Date have been or will be paid in full
       on the Drawdown Date;


                                    Page 99
<Page>

(x)    Maximum Liability Amount

       (i)    a  certificate  of the  Borrower as to the  Adjusted Net Worth and
              Valuable  Transfers (each as defined in the Subsidiary  Guarantee)
              of and received by applicable to each of the Subsidiary Guarantors
              as at the date of issue of the Subsidiary Guarantee;

       (ii)   evidence as to  subordination  of intercompany  debt of Subsidiary
              Guarantors  prior  to  the  issue  of  the  Subsidiary   Guarantee
              sufficient  to ensure that the  Adjusted  Net Worth (as defined in
              the  Subsidiary  Guarantee)  of  each  Subsidiary  Guarantor  is a
              positive  figure  and  that any  such  inter-company  indebtedness
              remaining   after  the  issue  of  the  Subsidiary   Guarantee  is
              subordinated in the terms required by clause 2.3 of the Subsidiary
              Guarantee;

       (iii)  evidence as to the application of the full proceeds of the Loan in
              making Valuable Transfers (as defined in the Subsidiary Guarantee)
              to the  Subsidiary  Guarantors  in the form of  loans  made by the
              Borrower to the Subsidiary Guarantors;

(y)    Corporate organisation

       evidence that the Parent has paid the full consideration for the purchase
       of the share  capital in the  Borrower and that the  representations  and
       warranties in clauses 7.1(h)  (shareholdings in Owning  Companies,  Oxbow
       and  Golar  Maritime),   7.1(j)   (shareholdings  in  Borrower),   7.2(s)
       (shareholdings in Parent) and 7.2(y)  (shareholdings in Faraway) are true
       and correct;

(z)    Letters of quiet enjoyment

       the  letters  of quiet  enjoyment  issued  by the  Security  Agent or, in
       respect of the "Golar  Spirit",  the notice of financing  issued by Golar
       Gas  Cryogenics  Inc.  duly   acknowledged   by  the  relevant   Approved
       Charterers;

(aa)   Side letters

       any side letters to any of the Security  Documents  duly  executed by the
       parties  thereto  together with any documents  required  pursuant to such
       side letters;

(bb) Fee letter, funding indemnity letter and syndication letter

       the fee letter,  the funding indemnity letter and the syndication  letter
       duly executed by the parties thereto; and

(cc)   Greenwich Guarantee

       the  guarantee of  Greenwich  Holdings  Limited  duly  executed in a form
       acceptable to the Banks.



                                    Page 100
<Page>

                                   Schedule 5


                          Form of Transfer Certificate

                          (referred to in clause 16.3)

                              Transfer Certificate


Banks are advised not to employ Transfer  Certificates or otherwise to assign or
transfer  interests in the Loan  Agreement  without  further  ensuring  that the
transaction  complies with all applicable  laws and  regulations,  including the
Financial Services Act 1986 and regulations made thereunder and similar statutes
which may be in force in other jurisdictions

To:    [o],  as agent on its own behalf  and for and on behalf of the  Borrower,
       the Security Agent and the Banks defined in the Loan  Agreement  referred
       to below.

                                                                    o 200o
       Attention: [o]

This certificate ("Transfer  Certificate") relates to a Loan Agreement dated [o]
2001 (the "Loan Agreement") and made between (1) Golar Gas Holding Company, Inc.
(the "Borrower"),  (2) Christiania Bank og Kreditkasse ASA, Den norske Bank ASA,
Citibank,  N.A. and Fortis Bank  (Nederland)  N.V.  (3), the banks and financial
institutions  defined therein as banks (the "Banks"),  (4)  Christiania  Bank og
Kreditkasse  ASA as  Administrative  Agent,  (5) Den norske Bank ASA as Security
Agent  and (6)  Citibank,  N.A.  as Book  Runner  for a loan  facility  of up to
USD325,000,000.  Terms defined in the Loan  Agreement  shall,  unless  otherwise
defined herein, have the same meanings herein as therein.

In this Certificate:

the "Transferor" means [full name] of [lending office]; and

the "Transferee" means [full name] of [lending office].

1      The  Transferor  with full  title  guarantee  assigns  to the  Transferee
       absolutely all rights and interests (present, future or contingent) which
       the Transferor has as a Bank under or by virtue of the Loan Agreement and
       all the  Security  Documents  in relation to [ ] per centum ([ ]%) of the
       Contribution  of the Transferor (or its  predecessors in title) which are
       set out below:


                                    Page 101
<Page>

         Date of Contribution                        Amount

         [o]                                         USD [o]

2      By  virtue  of  this  Transfer  Certificate  and  clause  15 of the  Loan
       Agreement,  the  Transferor  is  discharged  [entirely  from its  undrawn
       Commitment  which  amounts to USD[o]]  [from [o] per centum ([o]%) of its
       undrawn Commitment, which percentage represents USD[o]].]

3      The Transferee hereby requests the Borrower,  the  Administrative  Agent,
       the Security  Agent and the Banks to accept the  executed  copies of this
       Transfer  Certificate as being delivered pursuant to and for the purposes
       of clause 15.3 of the Loan  Agreement so as to take effect in  accordance
       with the terms thereof on [date of transfer].

4      The Transferee:

       (i)    confirms that it has received a copy of the Loan Agreement and the
              Security   Documents   together  with  such  other  documents  and
              information as it has required in connection  with the transaction
              contemplated thereby;

       (ii)   confirms that it has not relied and will not hereafter rely on the
              Transferor,  the  Administrative  Agent or the  Security  Agent to
              check  or  enquire  on its  behalf  into the  legality,  validity,
              effectiveness,  adequacy,  accuracy  or  completeness  of the Loan
              Agreement,  any of the Security Documents or any such documents or
              information;

       (iii)  agrees that it has not relied and will not rely on the Transferor,
              the  Administrative  Agent,  the  Security  Agent or the  Banks to
              assess or keep under review on its behalf the financial condition,
              creditworthiness,  condition,  affairs,  status  or  nature of the
              Borrower or any other Security Party (save as otherwise  expressly
              provided therein);

       (iv)   warrants  that it has power and authority to become a party to the
              Loan  Agreement  and has taken all  necessary  action to authorise
              execution of this Transfer Certificate and to obtain all necessary
              approvals and consents to the assumption of its obligations  under
              the Loan Agreement and the Security Documents;

       (v)    acknowledges and accepts the provisions of paragraph 4(iii) above;
              and

       (vi)   if not already a Bank, appoints the Administrative Agent to act as
              its agent and the Security Agent to act as its trustee as provided
              in the Agreement and the Security Documents and agrees to be bound
              by the terms of the Agency Agreement.

                                    Page 102
<Page>

5      The Transferor:

       (i)    warrants  to the  Transferee  that it has full power to enter into
              this  Transfer  Certificate  and has  taken all  corporate  action
              necessary to authorise it to do so;

       (ii)   warrants  to the  Transferee  that this  Transfer  Certificate  is
              binding on the Transferor under the laws of England,  [the country
              in which the Transferor is  incorporated  and the country in which
              its lending office is located]; and

       (iii)  agrees that it will,  at its own  expense,  execute any  documents
              which the  Transferee  reasonably  requests for  perfecting in any
              relevant  jurisdiction the Transferee's  title under this Transfer
              Certificate or for a similar purpose.

6      The  Transferee  hereby  undertakes  with the  Transferor and each of the
       other parties to the Loan Agreement and the other Security Documents that
       it will perform in accordance with its terms all those  obligations which
       by the terms of the Loan Agreement and the other Security  Documents will
       be assumed by it after  delivery of the executed  copies of this Transfer
       Certificate  to  the   Administrative   Agent  and  satisfaction  of  the
       conditions  (if  any)  subject  to which  this  Transfer  Certificate  is
       expressed to take effect.

7      By  execution  of  this  Transfer  Certificate  on  their  behalf  by the
       Administrative  Agent  and  in  reliance  upon  the  representations  and
       warranties of the Transferee, the Borrower, the Administrative Agent, the
       Security Agent,  the Book Runner and the Banks accept the Transferee as a
       party to the Loan  Agreement and the Security  Documents  with respect to
       all  those  rights  and/or  obligations  which  by the  terms of the Loan
       Agreement and the Security  Documents  will be assumed by the  Transferee
       (including those about pro-rata sharing and the exclusion of liability on
       the part of, and the indemnification of, the Administrative Agent and the
       Security  Agent  as  provided  by  the  Agency  Agreement  and  the  Loan
       Agreement)  after  delivery  of the  executed  copies  of  this  Transfer
       Certificate  to  the   Administrative   Agent  and  satisfaction  of  the
       conditions  (if  any)  subject  to which  this  Transfer  Certificate  is
       expressed to take effect.


                                    Page 103
<Page>

8      None of the Transferor, the Administrative Agent, the Security Agent, the
       Book Runner or the Banks:

       (i)    makes   any   representation   or   warranty   nor   assumes   any
              responsibility   with   respect   to   the   legality,   validity,
              effectiveness,  adequacy or enforceability of the Agreement or any
              of the Security Documents or any document relating thereto;

       (ii)   assumes any  responsibility  for the  financial  condition  of the
              Borrower  or any  other  Security  Party or any  party to any such
              other  document  or for  the  performance  and  observance  by the
              Borrower  or any  other  Security  Party or any  party to any such
              other document (save as otherwise  expressly provided therein) and
              any and all such  conditions and  warranties,  whether  express or
              implied  by law or  otherwise,  are  hereby  excluded  (except  as
              aforesaid).

9      The Transferor and the Transferee each undertake that they will on demand
       fully  indemnify  the  Administrative  Agent  and the  Security  Agent in
       respect of any claim,  proceeding,  liability or expense which relates to
       or results from this Transfer Certificate or any matter concerned with or
       arising out of it unless caused by the Administrative Agent's or Security
       Agent's gross negligence or wilful misconduct, as the case may be.

10     The  agreements  and  undertakings  of the  Transferee  in this  Transfer
       Certificate are given to and for the benefit of and made with each of the
       other parties to the Agreement and the Security Documents.

11     This  Transfer  Certificate  shall  be  governed  by,  and  construed  in
       accordance with, English law.


                                    Page 104
<Page>

       Transferor                                  Transferee



       By:                                         By:



       Dated:                                      Dated:



       Agent



       Agreed for and on behalf of itself as  Administrative
       Agent,  the Borrower,  the Security  Agent,  the Book
       Runner, the Banks and all other parties to the Agency
       Agreement


       DEN NORSKE BANK ASA



       By:


       Dated:

       Note:  The execution of this Transfer  Certificate alone may not transfer
              a proportionate share of the Transferor's interest in the security
              constituted  by the  Security  Documents  in the  Transferor's  or
              Transferee's  jurisdiction.  It  is  the  responsibility  of  each
              individual  Bank to  ascertain  whether  any other  documents  are
              required to perfect a transfer of such a share in the Transferor's
              interest in such security in any such  jurisdiction and, if so, to
              seek appropriate advice and arrange for execution of the same.



                                    Page 105
<Page>

                                  The Schedule



Outstanding Contribution                            USD [o]
Undrawn Commitment ($)                              USD [o]
Portion Transferred                                 [o]%



                      Administrative Details of Transferee

Name of Transferee:

Lending Office:

Contact Person
(Loan Administration Department):

Telephone:
Fax:

Contact Person
(Credit Administration Department):

Telephone:
Fax:

Account for payments:


                                    Page 106
<Page>

                                   Schedule 6
                         Calculation of Additional Cost

1      The Additional Cost is an addition to the interest rate to compensate the
       Banks for the cost of compliance with (a) the requirements of the Bank of
       England and/or the Financial  Services Authority (or, in either case, any
       other  authority  which  replaces all or any of its functions) or (b) the
       requirements of the European Central Bank.

2      On the  first  day of  each  Interest  Period  (or as  soon  as  possible
       thereafter) the  Administrative  Agent shall  calculate,  as a percentage
       rate, a rate (the  "Additional  Cost Rate") for each Bank,  in accordance
       with the paragraphs set out below. The Additional Cost will be calculated
       by  the  Administrative  Agent  as  a  weighted  average  of  the  Banks'
       Additional  Cost Rates (weighted in proportion to the Commitments of each
       Bank in the Loan) and will be expressed as a percentage rate per annum.

3      The  Additional  Cost  Rate  for any Bank  lending  from an  office  in a
       Participating  Member State will be the percentage  notified by that Bank
       to the  Administrative  Agent as the cost of  complying  with the minimum
       reserve requirements of the European Central Bank.

4      The  Additional  Cost  Rate for any Bank  lending  from an  office in the
       United Kingdom will be calculated by the Administrative Agent as follows:

       (a)    in relation to an amount in Sterling:

              [OBJECT OMITTED]per cent. per annum

       (b)    in relation to an amount in any currency other than Sterling:

              [OBJECT OMITTED]per cent. per annum.

       Where:

       A      is the percentage of Eligible Liabilities (assuming these to be in
              excess of any stated minimum) which that Bank is from time to time
              required to maintain as an interest  free cash ratio  deposit with
              the Bank of England to comply with cash ratio requirements.

       B      is the percentage  rate of interest  (excluding the Margin and the
              Additional  Cost) payable for the relevant  Interest Period on the
              Loan.

       C      is the percentage (if any) of Eligible Liabilities which that Bank
              is required  from time to time to  maintain  as  interest  bearing
              Special Deposits with the Bank of England.


                                    Page 107
<Page>

       D      is the percentage rate per annum payable by the Bank of England to
              the Administrative Agent on interest bearing Special Deposits.

       E      is the  rate  of  charge  payable  by that  Bank to the  Financial
              Services Authority pursuant to the Fees Regulations (but, for this
              purpose,  ignoring any minimum fee  required  pursuant to the Fees
              Regulations) and expressed in pounds per  (pound)1,000,000  of the
              Fee Base of that Bank.

5      For the purposes of this schedule:

       (a)    "Eligible  Liabilities"  and "Special  Deposits" have the meanings
              given to them from time to time under or  pursuant  to the Bank of
              England  Act  1998  or (as  may be  appropriate)  by the  Bank  of
              England;

       (b)    "Fees   Regulations"   means  the   Banking   Supervision   (Fees)
              Regulations  2001 or such  other  law or  regulation  as may be in
              force  from time to time in  respect  of the  payment  of fees for
              banking supervision;

       (c)    "Fee Base" has the meaning  given to it, and will be calculated in
              accordance with, the Fees Regulations; and

       (d)    "Participating  Member  State"  means  any  member  state  of  the
              European  Communities  that  adopts or has adopted the euro as its
              lawful  currency in accordance  with  legislation  of the European
              Union relating to European Monetary Union.

6      In application of the above  formulae,  A, B, C and D will be included in
       the formulae as  percentages  (i.e.  5 per cent.  will be included in the
       formula as 5 and not as 0.05). A negative  result obtained by subtracting
       D from B shall be taken as zero.  The resulting  figures shall be rounded
       to four decimal places.

7      Each Bank shall  supply any  information  required by the  Administrative
       Agent for the  purpose  of  calculating  its  Additional  Cost  Rate.  In
       particular, but without limitation,  each Bank shall supply the following
       information  in  writing  on or prior to the date on which it  becomes  a
       Bank:

       (a)    its  jurisdiction  of  incorporation  and the  jurisdiction of the
              office  through which it will perform its  obligations  under this
              Agreement; and

       (b)    any other information that the Administrative Agent may reasonably
              require for such purpose.

       Each Bank shall promptly  notify the  Administrative  Agent in writing of
       any change to the information provided by it pursuant to this paragraph.


                                    Page 108
<Page>

8      The  percentages  or rates of charge of each Bank for the purpose of A, C
       and E above shall be  determined by the  Administrative  Agent based upon
       the  information  supplied to it pursuant to paragraph 7 above and on the
       assumption that, unless a Bank notifies the  Administrative  Agent to the
       contrary,  each Bank's  obligations  in relation to cash ratio  deposits,
       Special  Deposits  and the  Fees  Regulations  are the same as those of a
       typical bank from its jurisdiction of incorporation with an office in the
       same  jurisdiction  as the  office  through  which it is  performing  its
       obligations under this Agreement.

9      The  Administrative  Agent shall have no  liability to any person if such
       determination  results  in an  Additional  Cost Rate  which over or under
       compensates any Bank and shall be entitled to assume that the information
       provided  by any Bank  pursuant to  paragraphs  3 and 7 above is true and
       correct in all respects.

10     The Administrative Agent shall distribute the additional amounts received
       as a result of the  Additional  Cost to the  Lenders  on the basis of the
       Additional Cost Rate for each Bank based on the  information  provided by
       each Bank pursuant to paragraphs 3 and 7 above.

11     Any determination by the  Administrative  Agent pursuant to this schedule
       in relation to a formula, the Additional Cost, an Additional Cost Rate or
       any amount payable to a Bank shall,  in the absence of manifest error, be
       conclusive and binding on all the parties to this Agreement.

12     The  Administrative  Agent may from time to time, after consultation with
       the  Borrower and the Banks,  determine  and notify to all the parties to
       this  Agreement  any  amendments  which are  required  to be made to this
       schedule  in order to comply  with any change in law,  regulation  or any
       requirements  from  time to time  imposed  by the  Bank of  England,  the
       Financial  Services  Authority or the  European  Central Bank (or, in any
       case, any other authority which replaces all or any of its functions) and
       any such  determination  shall,  in the  absence of  manifest  error,  be
       conclusive and binding on all the parties to this Agreement.


                                    Page 109
<Page>

                                   Schedule 7

       Form of officer's certificate (referred to in clause 8.1(e)(ii)(D))


                   Officer's Certificate issued pursuant to a
                USD325,000,000 Term Loan Agreement dated [o] 2001

I, [o], the Chief  Financial  Officer of Golar Gas Holding  Company,  Inc.  (the
"Borrower"), hereby certify that:

1      Attached  hereto are the latest [Annual  Financial  Statements][Quarterly
       Financial  Statements]  for the [o] period  ended on [o] (the  "Reference
       Date") for the Borrower.  Such  financial  statements  [were  prepared in
       accordance  with GAAP]  [were not  prepared in  accordance  with GAAP and
       attached  hereto is a statement  of the full  details of the  adjustments
       required to such statements to reflect GAAP as necessary to calculate the
       amounts referred to in paragraph 2 below].

2      Attached hereto is a statement of the respective amounts of:

       o      the Cash  Balances[,  the Cash Reserve] and Minimum Free Available
              Cash

       o      Current  Assets,  Current  Liabilities  and the current portion of
              Long Term Debt

       o      Annualised EBITDA and Interest Expense

       o      Net Debt,

       as at, and for each relevant period ended on, the Reference Date.

3      The Borrower has complied with each of the financial undertakings set out
       in  clause  8.5 of the  Loan  Agreement  and  is  not in  default  in the
       performance  or  observance  of  any  of  such  covenants   [specify  any
       exceptions].

4      As at [date] no Default  has  occurred  and is  continuing  [specify  any
       exceptions].

5      The person  executing this certificate on our behalf has full information
       concerning  our financial  affairs and has executed the same after having
       made due  investigation and enquiry as to the accuracy of the information
       herein contained.


                                    Page 110
<Page>

Terms used herein and not otherwise  defined  herein shall have the meanings set
forth in the said Loan  Agreement.  This  certificate  is  rendered  pursuant to
clause 8.1(e)(ii)(D) of the Loan Agreement.

IN WITNESS WHEREOF, the undersigned has set his hand this [o] day of [o] [20o].

GOLAS GAS HOLDING COMPANY, INC.

By: ...................................................
       Chief Financial Officer




                                    Page 111
<Page>

The Borrower

SIGNED by PETER COSTALAS                              )
for and on behalf of                                  )
GOLAR GAS HOLDING COMPANY, INC.                       )
pursuant to a Power of Attorney                       )   PETER COSTALAS
dated 31 May 2001                                     )   Attorney-in-fact



Christiania Bank og Kreditkasse ASA

SIGNED by AMANDA CLIFFORD                             )
for and on behalf of                                  )
CHRISTIANIA BANK OG KREDITKASSE ASA                   )
- - Part of Nordea                                      )
as the Administrative Agent,                          )
a Lead Arranger, a Swap Bank and as a Bank            )
pursuant to a Power of Attorney                       )   AMANDA CLIFFORD
dated 30 May 2001                                     )   Attorney-in-fact



Den norske Bank ASA

SIGNED by AMANDA CLIFFORD                             )
for and on behalf of                                  )
DEN NORSKE BANK ASA                                   )
as the Security Agent,                                )
a Lead Arranger, a Swap Bank and as a Bank            )
pursuant to a Power of Attorney                       )   AMANDA CLIFFORD
dated 30 May 2001                                     )   Attorney-in-fact



Citibank, N.A.

SIGNED by SIMON BOOTH                                 )
for and on behalf of                                  )
CITIBANK, N.A.                                        )
as the Book Runner, a Lead Arranger and as a Bank     )   SIMON BOOTH
by its authorised signatory                           )   Authorised signatory



Fortis Bank (Nederland) N.V.

SIGNED by AMANDA CLIFFORD                             )
for and on behalf of                                  )
FORTIS BANK (NEDERLAND) N.V.                          )
as a Lead Arranger and as a Bank                      )
pursuant to a Power of Attorney                       ) AMANDA CLIFFORD
dated 30 May 2001                                     ) Attorney-in-fact



                                    Page 112

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>9
<FILENAME>a2094458zex-4_3.txt
<DESCRIPTION>EXHIBIT 4.3
<TEXT>
<Page>
                                                                     Exhibit 4.3


                    Dated as of the 26th day of November 1997

                              Secured Loan Facility
                             of up to US$214,500,000
                                     made by

                                 BANK OF TAIWAN
                               (as Lead Arranger)

                            CREDIT AGRICOLE INDOSUEZ
                             THE FUJI BANK, LIMITED
                      THE INDUSTRIAL BANK OF JAPAN, LIMITED
                                 (as Arrangers)

                 CREDIT LYONNAIS, OFFSHORE BANKING UNIT, TAIPEI
                               (as Senior Manager)

                      THE BANKS and FINANCIAL INSTITUTIONS
                            referred to in Schedule 1
                                  (the Lenders)

                                       and

                   INDOSUEZ ASIA SHIPFINANCE SERVICES LIMITED
                                   (as Agent)

                                       to

                        FARAWAY MARITIME SHIPPING COMPANY
                                  (as Borrower)
- -------------------------------------------------------------------------------

                    AMENDED AND RESTATED FINANCIAL AGREEMENT

- -------------------------------------------------------------------------------

<Page>

                                    CONTENTS


Clause   Heading                                                   Page No.
- ------   -------                                                   --------

1.       Purpose and Definitions..........................................4
2.       The Facility....................................................15
3.       Interest and Interest Periods...................................17
4.       Repayment and Prepayment........................................18
5.       Fees and Expenses...............................................18
6.       Payments and Taxes; Accounts and Calculations...................19
7.       Representations and Warranties..................................21
8.       Undertakings....................................................25
9.       Conditions......................................................30
10.      Events of Default...............................................31
11.      Indemnities.....................................................34
12.      Unlawfulness, Increased Costs, Alternative Interest Rates.......35
13.      Security and Set-off............................................33
14.      Assignment and Lending Offices..................................40
15.      Agent and the Lenders...........................................42
16.      Notices and other Matters.......................................42
17.      Law and Jurisdiction............................................43


SCHEDULES
- ---------
1.       The Lenders and their Commitments...............................48
2.       Form of Drawdown Notice.........................................49
3.       List of Documents and Evidence..................................50
4.       Repayment Schedule..............................................57
5.       Form of Transfer Certificate....................................58


                                     Page 2
<Page>

APPENDICES
- ----------

I.       Form of Charter Assignment
II.      Form of Collateral Agreement
III.     Form of Contract Assignment
IV.      Form of Deed of Charge
V.       Form of General Assignment
VI.      Form of Guarantee and Swap Receipts Assignment
VII.     Form of Management Contracts Assignment
VIII.    Form of Mortgage















                                     Page 3
<PAGE>

THIS  AGREEMENT is made as of the 26th day of November One thousand nine hundred
and ninety-seven

BETWEEN:

(1)  FARAWAY MARITIME SHIPPING COMPANY, as borrower;

(2)  BANK OF TAIWAN, as lead arranger;

(3)  CREDIT AGRICOLE INDOSUEZ, THE FUJI BANK, LIMITED and THE INDUSTRIAL BANK OF
     JAPAN, LIMITED, as arrangers;

(4)  CREDIT LYONNAIS, OFFSHORE BANKING UNIT, TAIPEI, as senior manager;

(5)  THE BANKS AND FINANCIAL INSTITUTIONS referred to in Schedule 1, as lenders;
     and

(6)  INDOSUEZ ASIA SHIPFINANCE SERVICES LIMITED, as agent and security trustee.

BY WHICH IT IS AGREED as follows:

1.        PURPOSE AND DEFINITIONS

1.01      This Agreement  sets out the terms and conditions  upon and subject to
          which the Lenders  agree to make  available  to the Borrower a secured
          loan of up to Dollars Two hundred and  fourteen  million  five hundred
          thousand  ($214,500,000)  or (subject  as provided in Clause  2.01(b))
          such lesser amount as represents seventy eight per centum (78%) of the
          Total  Project  Cost  to be used  for the  purpose  of  assisting  the
          Borrower  in  financing  its   acquisition  of  the  Vessel  (as  such
          capitalised terms are defined below).

1.02      In this Agreement, unless the context otherwise requires:

          "Additional  Swap  Agreements"   means  each  interest  rate  exchange
          agreement  approved  by the  Agent  made  or to be  made  between  the
          Borrower and any party who is not a Counterparty  on terms whereby the
          Borrower  agrees to pay a fixed amount of interest on 28th June and/or
          28  December  of any year,  and  includes  any  renewal,  replacement,
          substitute or addendum to such agreement made from time to time;

          "Advance"  means  each  borrowing  of a portion of the  Commitment  in
          respect of the  Contract  Price  Tranche  or the Fees and  Development
          Costs  Tranche by the  Borrower or (as the context  may  require)  the
          principal amount of such borrowing for the time being outstanding;

                                     Page 4
<Page>

          "Affiliate" means of any person means any other person which, directly
          or indirectly, controls or is controlled by or is under common control
          with such person;  for the purposes of this definition  "control" when
          used with  respect to any  specified  person means the power to direct
          the  management  and policies of such person,  directly or indirectly,
          whether  through  ownership  of  voting  securities,  by  contract  or
          otherwise,  and the terms "controlling" and "controlled" have meanings
          correlative to the foregoing;

          "Agent" means Indosuez Asia Shipfinance  Services  Limited,  a company
          incorporated under the laws of Hong Kong, having its registered office
          at 45th Floor, One Exchange Square, 8 Connaught Place,  Central,  Hong
          Kong or such other  person as may be  appointed  as agent and security
          trustee for the Lenders pursuant to the Security Sharing Agreement;

          "Arrangers" means Credit Agricole Indosuez, The Fuji Bank, Limited and
          The  Industrial  Bank of Japan,  Limited,  being  three of the Lenders
          under this Agreement and arrangers of this facility, and references to
          "the Arrangers" shall be construed as including the Lead Arranger;

          "Assignee" has the meaning ascribed thereto in Clause 14.03;

          "Bank  Guarantee" means the bank guarantee issued or to be issued by a
          Bank  Guarantor in favour of the Borrower  pursuant to Section 13.3 of
          the Contract, in the form annexed as Appendix 3 to the Contract;

          "Bank Guarantor" means each first-class European,  American, Japanese,
          Hong  Kong or  Taiwanese  bank  or  group  of  banks  to  issue a Bank
          Guarantee in accordance with the terms of the Contract;

          "Banking Day" means, a day  (excluding  Saturday) on which dealings in
          deposits in Dollars are carried on in the London  interbank market and
          (if  payment is  required  to be made on such day) on which  banks are
          open for business in London, New York, Paris, Singapore, Tokyo, Taipei
          and Hong Kong and any other  relevant  place of payment under Clause 6
          and in respect of notices,  requests, demands and other communications
          under Clause  16.01,  means a day on which banks are open for business
          in the country of the addressee;

          "Borrowed Money" means  Indebtedness  incurred in respect of (i) money
          borrowed or raised,  (ii) any bond,  note,  loan stock,  debenture  or
          similar instrument, (iii) acceptance or documentary credit facilities,
          (iv)  deferred  payments for assets or services  acquired,  (v) rental
          payments  under  leases  (whether  in  respect  of  land,   machinery,
          equipment or otherwise)  entered into primarily as a method of raising
          finance or of financing  the  acquisition  of the asset  leased,  (vi)
          guarantees,  bonds,  stand-by  letters of credit or other  instruments
          issued in  connection  with the  performance  of  contracts  and (vii)
          guarantees or other  assurances  against  financial loss in respect of
          Indebtedness  of any person  falling  within any of paragraphs  (i) to
          (vi) above;

                                     Page 5
<Page>

          "Borrower" means  FARAWAY  MARITIME   SHIPPING   COMPANY,   a  company
          incorporated  under the laws of the  Republic of  Liberia,  having its
          registered office at 80 Broad Street, Monrovia, Republic of Liberia;

          "Builder" means Mitsubishi Heavy Industries, Ltd., of Japan;

          "Cash  Available"  means,  in respect of each  repayment  period,  the
          aggregate of (i) the Owner's Cost Component, and (ii) a portion of the
          Operating Cost Component equal to the amount of Taxes (as that term is
          defined in the  Collateral  Agreement)  deducted from the Owner's Cost
          Component,  actually  received by the Borrower  during that  repayment
          period;

          "Chargors" means together CPC, Oxbow and Golar Maritime, and "Chargor"
          means each or any one of them as the context may require;

          "Charter" means the time charterparty  dated 2nd July 1997 a certified
          true  copy of which  has been  provided  to the  Agent,  entered  into
          between the Borrower and the Charterer for the Vessel to be on hire to
          the  Charterer  throughout  the Loan  Period at a rate of  charterhire
          sufficient to enable the Borrower to meet its  obligations  under this
          Agreement and the Security Documents and the operating expenses of the
          Vessel;

          "Charter  Assignment"  means the  assignment of the Charter to be made
          between  the  Borrower  and the Agent  (in its  capacity  as  security
          trustee for and on behalf of the  Counterparties  and the  Lenders) as
          security for the Borrower's obligations under this Agreement, being in
          the form attached as Appendix I hereto;

          "Charterer" means Perusahaan  Pertambangan  Minyak dan Gas Bumi Negara
          (Pertamina), a state enterprise of the Republic of Indonesia having an
          office at Gedung Patra,  Second  Floor,  Jalan Gatot  Soebroto  32-34,
          Jakarta Selatan, Republic of Indonesia;

          "Charterer's  Consent"  means  the  consent  of the  Charterer  to the
          Charter  Assignment and certain of the other Security Documents in the
          form attached as Schedule 2 to the Charter Assignment;

          "Collateral  Agreement" means the agreement made or to be made between
          the  Borrower,  the Trustee,  the Lenders and the Agent  governing the
          accounts  for the receipt and  application  of  charterhire  and other
          earnings  of the  Vessel,  being in the form  attached  as Appendix II
          hereto;

          "Commitment"  means in relation to each Lender the amount set opposite
          its name in Schedule  1, being the amount  which such Lender will make
          available  to the Borrower  hereunder,  and in relation to the Lenders
          together means the aggregate  thereof,  in each case as reduced by any
          relevant term of this Agreement;

                                     Page 6
<Page>

          "Contract"  means the  shipbuilding and sales contract dated 14th June
          1997,  together  with  all  assignments,  amendments,   modifications,
          supplements  and addenda  thereto from time to time,  and made between
          the  Contractor  of the one part and the  Borrower of the second part,
          with the consent and agreement of the Builder  whereby the  Contractor
          and the Builder have agreed to build, launch, complete and deliver the
          Vessel  to the  Borrower,  a  certified  true  copy of which  has been
          delivered to the Agent;

          "Contract  Assignment" means the assignment of the Contract to be made
          between  the  Borrower  and the Agent  (in its  capacity  as  security
          trustee for and on behalf of the  Counterparties  and the  Lenders) as
          security for the Borrower's obligations under this Agreement, being in
          the form attached as Appendix III hereto;

          "Contract  Price" means the total price payable by the Borrower to the
          Contractor  for the Vessel  under the  Contract,  namely  Dollars  Two
          hundred and thirty five million ($235,000,000);

          "Contract  Price Tranche" means that part of each Lender's  Commitment
          or Contribution  which is available or has been drawn down to meet the
          whole or part of an  instalment  of the  Contract  Price under  Clause
          2.04;

          "Contractor"  means Mitsubishi  Corporation  (Hong Kong) Ltd., of Hong
          Kong;

          "Contribution"  means  the  principal  amount  of the Loan  owing to a
          Lender at any relevant time;

          "Counterparties"  means  any of  (i)  the  Lenders,  and/or  (ii)  any
          subsidiary or holding company of a Lender which is approved in writing
          by the Agent acting on the instructions of the Arrangers,  as the case
          may be, which enters into a Swap Agreement with the Borrower;

          "CPC" means  Chinese  Petroleum  Corporation,  a company  incorporated
          under the laws of the Republic of China,  having its principal  office
          at 83 Section 1, Chung Hwa Road,  10031  Taipei,  Taiwan,  Republic of
          China;

          "Debt/Equity  Ratio" means at any  relevant  time the ratio of (i) the
          aggregate  amount  drawn down by the  Borrower  under  this  Agreement
          against (ii) the  aggregate  amount of paid  capital and  subordinated
          shareholders loan made available to the Borrower by the Chargors;

          "Debt  Service  Reserve"  has  the  meaning  ascribed  to  it  in  the
          Collateral Agreement;

          "Deed of  Charge"  means the deed of charge  whereby  the whole of the
          issued and  outstanding  share  capital of the  Borrower is charged in
          favour of the Agent (in its  capacity as  security  trustee for and on
          behalf of the  Counterparties  and the Lenders) to be made between the
          Chargors  and the Agent as  security  for the  Borrower's  obligations
          under  this  Agreement,  being in the form  attached  as  Appendix  IV
          hereto;


                                     Page 7
<Page>

          "Deed of Guarantee"  means the performance  guarantee issued by Osprey
          Maritime  Limited in favour of the  Charterer,  in the form annexed as
          Exhibit B to the Charter;

          "Default"  means any Event of  Default  or any  event  which  with the
          giving  of notice  or lapse of time or the  satisfaction  of any other
          condition (or any  combination  thereof) would  constitute an Event of
          Default;

          "Delivery  Date"  means the date,  being a Banking  Day,  on which the
          Vessel is  delivered  to,  and  accepted  by, the  Borrower  under the
          Contract;

          "Development  Costs"  means all costs in relation to the  construction
          and outfitting of the Vessel  including but not limited to consultancy
          and  legal  services,  administration,   plan  approval,  supervision,
          initial stores, positioning costs and spares;

          "Dollars"  and "$" mean  the  lawful  currency  at any  relevant  time
          hereunder  of the  United  States of  America  and in  respect  of all
          payments to be made under this  Agreement or any of the other Security
          Documents mean funds which are for same day settlement in the New York
          Clearing House  Interbank  Payments  System (or such other U.S. dollar
          funds as may at the relevant time be customary  for the  settlement of
          international banking transactions denominated in U.S. dollars);

          "Drawdown  Date" means,  in respect of each Advance,  the date being a
          Banking Day during the Drawdown Period, on which such Advance is or is
          to be advanced;

          "Drawdown  Notice"  means  a  notice  substantially  in the  terms  of
          Schedule 2;

          "Drawdown Period" means the period from the date of this Agreement and
          ending on 31st December 2000 or the period ending on such earlier date
          (if any) (i) which is the Delivery Date or (ii) on which the aggregate
          of all  Advances is equal to the total of the  Commitment  or (iii) on
          which the  Commitment  is reduced to zero  pursuant to Clause 10.02 or
          12;

          "Earnings  Account"  has the  meaning  ascribed  to  such  term in the
          Collateral Agreement;

          "Encumbrance" means any mortgage,  charge (whether fixed or floating),
          pledge,  lien  (save  for  those  arising  in  the  normal  course  of
          business),  hypothecation,  assignment,  security  interest  or  other
          encumbrance of any kind securing or any right conferring a priority of
          payment in respect of any obligation of any person;

          "Event of Default" means any of the events or circumstances  described
          in Clause 10.01;

          "Fee Letter" means the letter agreement made or to be made between the
          Borrower and the Agent  relating to the  Lenders'  and the  Arrangers'
          management fee and an annual agency fee;

          "Fees and Development  Costs Tranche" means that part of each Lender's
          Commitment  and/or  Contribution  which is available  for, or is drawn
          down to make, payment of:


                                     Page 8
<Page>

          (i)  Development Costs pursuant to the terms of Clause 2.04(b)(i); and

          (ii) interest,  commitment  fees,  trustee fees,  management  fees and
               agency fees prior to the Delivery  Date  pursuant to the terms of
               Clause 2.05(b),

          not  exceeding  in  aggregate  Dollars  Thirty one million two hundred
          thousand ($31,200,000);

          "Final Fees and Development Costs Amount" means an amount comprising:

          (i)  expenses,  approved by the Agent against presentation of invoices
               and/or receipts, in respect of permissible Development Costs; and

          (ii) a further amount to fund interest,  commitment  fees,  management
               fees, agency fees and trustee fees unpaid at the Delivery Date in
               respect of the period  commencing  on the last  Interest  Payment
               Date before the  Delivery  Date and ending on the Funded  Amounts
               Date,

          calculated by the Agent so that the  aggregate  of the Final  Fees and
          Development  Costs  Amount  and all  Advances  made at any time  under
          Clause  2.04(a) and Clause  2.04(b)  does not exceed the lesser of (a)
          Dollars  Two  hundred  and  fourteen  million  five  hundred  thousand
          ($214,500,000),  and (b) seventy  eight per centum  (78%) of the Total
          Project Cost;

          "Final Maturity Date" means 28th June 2013;

          "First Hire  Payment  Date" has the  meaning  ascribed to such term in
          section 1.20 of the Charter;

          "First Repayment Date" means 28th June 2001;

          "Floating  Rate"  means  the  rate  of  interest  for the  time  being
          chargeable on the Loan, determined in accordance with Clause 3.02;

          "Funded  Amounts  Date" means the date notified by the Borrower to the
          Agent, in the Drawdown Notice relating to the final  instalment of the
          Contract Price Tranche, being a date not more then ten (10) days after
          the  Delivery  Date which the Borrower  anticipates  will be the First
          Hire Payment Date;

          "General   Assignment"   means  the  assignment  of  all   insurances,
          requisition compensation and earnings (excluding charterhire) relating
          to the Vessel to be made  between the  Borrower  and the Agent (in its
          capacity as security  trustee for and on behalf of the  Counterparties
          and the Lenders) as security for the Borrower's obligations under this
          Agreement, being in the form attached as Appendix V hereto;

          "GLIL" means Gotaas - Larsen  International  Ltd., of 80 Broad Street,
          Monrovia, Liberia;

          "Golar   Maritime"   means  Golar  Maritime  (Asia)  Inc.,  a  company
          incorporated  under the laws of the  Republic of  Liberia,  having its
          registered office at 80 Broad Street, Monrovia, Republic of Liberia;


                                     Page 9
<Page>

          "Good Management  Undertaking" means the letter of undertaking of even
          date  herewith  between  Golar Gas Holding  Company Inc. and the Agent
          relating  to  the   obligations  of  GLIL  under  the   Sub-management
          Agreement;

          "Guarantee and Swap Receipts  Assignment"  means the assignment of the
          Bank Guarantee,  the Performance Bond and the Refund Guarantees and of
          the moneys payable to the Borrower under the Swap Agreement to be made
          between  the  Borrower  and the Agent  (in its  capacity  as  security
          trustee for and on behalf of the  Counterparties  and the  Lenders) as
          security for the Borrower's obligations under this Agreement, being in
          the form attached as Appendix VI hereto;

          "Indebtedness"  means any  obligation  for the payment or repayment of
          money,  whether  as  principal  or as surety  and  whether  present or
          future, actual or contingent, primary or collateral, several or joint,
          secured or unsecured;

          "Indonesian  Taxes" has the  meaning  ascribed to such term in section
          1.30 of the Charter;

          "Information   Memorandum"  means  the  information  memorandum  dated
          November  1997,  describing,   amongst  other  matters,  the  Relevant
          Documents  and  the  Vessel,  the  transactions  contemplated  by this
          Agreement and other related matters;

          "Interest Payment Date" means the last day of each Interest Period;

          "Interest  Period" means in relation to each Advance and the Loan each
          period for the  calculation  of interest in respect of such Advance or
          the Loan  ascertained  in accordance  with Clauses 3.02 and 3.03,  but
          subject to Clause 12.03;

          "Lead Arranger"  means Bank of Taiwan,  being one of the Lenders under
          this Agreement and the lead arranger of this facility;

          "Lenders"  means the banks and other  financial  institution  or their
          associates  listed in Schedule 1 (including any other branch or office
          through  which  each  such  Lender  may be  acting  from  time to time
          pursuant  to Clause  14.06)  and  includes  the  successors  in title,
          Assignees  and  Transferees  of the Lenders or any or each of them, as
          the case may be, and  "Lender"  means any of them as the  context  may
          require;

          "Letters of Undertaking" means the letters of undertaking bearing even
          date with this Agreement  written by parties approved by the Agent and
          addressed to the Agent,  certified  copies of which have been given to
          each of the Lenders and "Letter of Undertaking"  means each and any of
          them;

          "Libor" means, in relation to a particular period, the arithmetic mean
          (rounded  upward if necessary  to five  decimal  places) of the London
          Interbank  offered rate for Dollar deposits for a period equal to such
          period at or about 11 a.m.  (London  time) on the second  Banking  Day
          before the first day of such period as  displayed  on the page 3750 on
          the  Telerate  screen  (or such  other  page as may from  time to time
          replace  such page for the  purpose  of  displaying  London  Interbank
          offered rates of major banks for Dollar deposits), provided that if on
          such date the offered  rates of less than two banks are so  displayed,
          Libor for such period shall be the arithmetic mean (rounded upwards as
          aforesaid)  of the rates  respectively  quoted to the Agent by each of
          the Lead  Arranger  and the  Arrangers  at the request of the Agent as
          such  Arranger's  offered  rate  for  Dollar  deposits  in  an  amount
          approximately  equal to the amount in relation to which Libor is to be
          determined  for a period  equivalent  to such period to prime banks in
          the London  Interbank  Market at or about 11 a.m. (London time) on the
          second Banking Day before the first day of such period;


                                    Page 10
<Page>

          "Loan" means the aggregate principal amount owing to the Lenders under
          this Agreement at any relevant time;

          "Loan Period" means the period from the date of this  Agreement to the
          date upon which all moneys owing by the Borrower to the Lenders and/or
          the  Agent  under  or  pursuant  to this  Agreement  and the  Security
          Documents are paid in full;

          "Majority Lenders" means Lenders, the aggregate of whose Contributions
          equals or  exceeds  seventy  five per  centum  (75.0%) of the Loan or,
          prior to  drawdown of the Loan,  the  aggregate  of whose  Commitments
          equals  or  exceeds  seventy  five per  centum  (75.0%)  of the  total
          Commitments of all the Lenders;

          "Management  Agreement" means the ship management agreement made or to
          be made  between the  Borrower  and the Manager  pursuant to which the
          Manager is appointed to provide technical  management of the Vessel, a
          certified true copy of which has been delivered to the Agent;

          "Management   Contracts   Assignment"  means  the  assignment  of  the
          Management  Agreement and the Sub-Management  Agreement to be executed
          by the  Borrower  and the  Manager  in  favour  of the  Agent  (in its
          capacity as security  trustee for and on behalf of the  Counterparties
          and the Lenders) as security for the Borrower's obligations under this
          Agreement, being in the form attached as Appendix VII hereto;

          "Manager" means Aurora  Management Inc. of 80 Broad Street,  Monrovia,
          Republic of Liberia and includes  any  replacement  manager  appointed
          with the approval of the Agent (such  approval not to be  unreasonably
          withheld);

          "Margin"  means  from  the  date  of  drawdown  of the  first  Advance
          hereunder  until the  Delivery  Date,  nought  point four two five per
          centum (0.425%) per annum and thereafter,  nought point eight six five
          per centum (0.865%) per annum;

          "month" means a period  beginning in one calendar  month and ending in
          the next calendar month on the day  numerically  corresponding  to the
          day of the calendar month on which it started Provided that (i) if the
          period started on the last Banking Day in a calendar month or if there
          is no such  numerically  corresponding  day,  it shall end on the last
          Banking Day in such next calendar  month and (ii) if such  numerically
          corresponding  day is not a Banking  Day,  the period shall end on the
          next following  Banking Day in the same calendar month but if there is
          no such  Banking  Day it shall end on the  preceding  Banking  Day and
          "months" and "monthly" shall be construed accordingly;

          "Mortgage"  means the first  preferred  Liberian  ship mortgage of the
          Vessel to be executed by the  Borrower in favour of the Agent  (acting
          in  its  capacity  as  security  trustee  for  and  on  behalf  of the
          Counterparties  and  the  Lenders)  as  security  for  the  Borrower's
          obligations  under  this  Agreement,  being  in the form  attached  as
          Appendix VIII hereto;

          "Net Interest" means, in respect of any Interest Payment Date:

          (a)  the aggregate of (i) the interest  payable by the Borrower  under
               this Agreement and (ii) any amounts payable by the Borrower under
               each Swap Agreement and Additional Swap Agreement;

          less

          (b)  amounts  receivable by the Borrower under each Swap Agreement and
               Additional Swap Agreement,

          in each case on the relevant Interest Payment Date;

          "Outstanding  Indebtedness"  means  the  aggregate  of  the  Loan  and
          interest accrued and accruing  thereon,  all commitment and other fees
          accrued and accruing  hereunder  and all other sums of money from time
          to time owing by the Borrower to the Lenders, or any of them, actually
          or contingently,  under this Agreement and the Security Documents,  or
          any of them;


                                    Page 11
<Page>

          "overall control" means in relation to any company:

          (a)  having the power,  exercisable without the consent or concurrence
               of any other person,  to appoint or remove all or the majority of
               the  directors  of the  company,  provided  nobody  else has such
               power; or

          (b)  owning or controlling  more than half of the issued share capital
               of the company; or

          (c)  owning or  controlling  more than half of the voting power of the
               company;

          "Owner's  Cost  Component"  has the  meaning  ascribed to such term in
          section 1.40 of the Charter;

          "Oxbow" means Oxbow  Holdings Inc., a corporation  incorporated  under
          the laws of the British Virgin Islands,  having its registered  office
          at Drake Chambers, Tortola, British Virgin Islands;

          "Performance  Bond"  means the  performance  bond dated 13th June 1997
          executed by The Tokai Bank,  Ltd. in favour of the Borrower in respect
          of the Builder's  obligations under the Contract,  in the form annexed
          as Appendix I to the Contract;

          "Permitted  Encumbrance" means any Encumbrance created pursuant to the
          Security Documents or permitted to exist pursuant to the terms of this
          Agreement or the Security Documents;

          "Receiver" means any receiver, manager or similar officer appointed by
          the Agent in  respect  of the  security  granted  under  the  Security
          Documents;

          "Receiving  Bank" means Credit  Agricole  Indosuez,  Hong Kong branch,
          42nd - 45th Floor, One Exchange Square, Central, Hong Kong;

          "Refund  Guarantees"  means the refund  guarantees  executed  or to be
          executed by the Bank Guarantors in favour of the Borrower  pursuant to
          the  Contract in the form  annexed as Appendix II to the  Contract and
          "Refund Guarantee" means each or any one of them;

          "Related Company" of a person means any Subsidiary of such person, any
          company of which such person is a Subsidiary and any Subsidiary of any
          such company;

          "Relevant  Documents" means together the Bank Guarantee,  the Charter,
          the Contract,  the Shareholders  Agreement,  the Management Agreement,
          the  Performance   Bond,  the  Refund   Guarantees,   the  Performance
          Guarantee,  the  Sub-management  Agreement,  the Sales  Contract,  the
          Trustee and Paying Agent Agreement, the Security Sharing Agreement and
          each of the Security  Documents and "Relevant  Document" means each or
          any one of them as the context may require;

          "Repayment  Dates" means,  subject to Clause 6.04, the First Repayment
          Date and each of the subsequent dates set out in Schedule 4;

          "Sales  Contract"  means the  contract  dated 25th  October  1995 made
          between the  Charterer  and CPC for the sale and purchase of liquefied
          natural gas,  described in the Charter, a certified true copy of which
          has been delivered to the Agent;

          "Scheduled  Delivery  Date" has the meaning  ascribed to it in section
          1.46 of the Charter;

          "Security  Documents"  includes (i) the Charter  Assignment,  (ii) the
          Charterer's Consent, (iii) the Collateral Agreement,  (iv) the Letters
          of Undertaking,  (v) the Contract Assignment, (vi) the Deed of Charge,
          (vii)  the  General  Assignment,   (viii)  the  Management   Contracts
          Assignment,  (ix) the  Mortgage,  (x) the  Guarantee and Swap Receipts
          Assignment,  (xi)  the  Swap  Agreement,  (xii)  the  Good  Management
          Undertaking  (xiii) the Security Sharing  Agreement and (xiv) any such
          other  documents as may have been or shall from time to time hereafter
          be executed to secure the Loan, the Swap Debt,  interest and all other
          moneys  from time to time  owing  (whether  the same  shall be due and
          payable or not) by the Borrower  pursuant to this Agreement,  the Swap
          Agreements and/or to all or any of such documents;


                                    Page 12
<Page>

          "Security Sharing  Agreement" means the security sharing agreement (if
          any),  to be entered into before the first Advance is made pursuant to
          this Agreement,  among the Lenders, the Borrower,  the Counterparties,
          the Agent and any other party  approved  by the Agent  relating to the
          security  granted  to secure  the  Borrower's  obligations  under this
          Agreement  together with all assignments,  amendments,  modifications,
          supplements and addenda thereto from time to time;

          "Shareholders Agreement" means the agreement dated 14th June 1997 made
          between the Chargors with respect to the  regulation of the affairs of
          the  Borrower,  a  certified  true copy of which has been given to the
          Agent;

          "Sub-management Agreement" means the sub-contract agreement made or to
          be made between the Manager and the Sub-manager  pursuant to which the
          Sub-manager will provide technical management for the operation of the
          Vessel,  a  certified  true  copy of which has been  delivered  to the
          Agent;

          "Sub-manager"  means GLIL as  sub-contractor  of the Manager under the
          Sub-management  Agreement and includes any replacement  sub-contractor
          appointed  with the  approval  of the Agent (such  approval  not to be
          unreasonably withheld);

          "Subsidiary"  of a person  means any  company  or entity  directly  or
          indirectly controlled by such person for which purpose "control" means
          either  ownership  of more than fifty per  centum  (50%) of the voting
          share  capital (or  equivalent  right of ownership) of such company or
          entity or power to direct  its  policies  and  management  whether  by
          contract or otherwise;

          "Swap  Agreement"  means the  interest  rate  exchange  agreement,  or
          interest rate exchange  agreements,  as the case may be, made or to be
          made  within  thirty (30) days of the date of this  Agreement  in each
          case  between  the  Borrower  and one or  more  of the  Counterparties
          whereby  each  Counterparty  will  provide to the Borrower an interest
          rate  swap  facility  to limit  the  Borrower's  exposure  to  adverse
          movements in interest rates, and any renewal, replacement,  substitute
          of or  addendum  to such  agreement  from  time to time  made with the
          approval of the Agent and "Swap  Agreements" means any and all of them
          as the context may require;

          "Swap Debt" means, in relation to the Borrower,  all termination  sums
          and other  amounts  payable by the Borrower from time to time under or
          in connection with each Swap Agreement;

          "Taxes"  includes  all  present  and future  taxes,  levies,  imposts,
          duties,  fees or charges of whatever  nature  together  with  interest
          thereon  and  penalties  in respect  thereof and  "Taxation"  shall be
          construed accordingly;

          "Total Loss" means actual or  constructive  or compromised or arranged
          total loss of the Vessel,  requisition  for title or other  compulsory
          acquisition of the Vessel  (otherwise than by requisition for hire) or
          capture,  seizure,  arrest, detention or confiscation of the Vessel by
          any  government or by persons acting or purporting to act on behalf of
          any  government  unless the Vessel be  released  and  restored  to the
          Borrower from such capture, seizure, arrest, detention or confiscation
          within one (1) month after the occurrence thereof;

          "Total  Project Cost" means the aggregate of (a) the Contract Price of
          the  Vessel,  (b)  interest  accrued  on  Advances  made  prior to the
          Delivery Date, (c) the Development  Costs (d) interest  accrued on the
          Loan for the period  commencing on (and  including)  the Delivery Date
          and ending on the Funded  Amounts  Date and (e)  commitment  and other
          fees payable to the Lenders  and/or the Agent and/or the Trustee under
          or pursuant to this Agreement,  each as conclusively determined by the
          Agent immediately before the Delivery Date;


                                    Page 13
<Page>

          "Transfer Certificate" means a certificate  substantially in the terms
          of Schedule 5;

          "Transferee" has the meaning ascribed thereto in Clause 14.03;

          "Trustee"  means The  Industrial  Bank of Japan  Trust  Company of One
          State Street, New York, New York, 10004, United States of America;

          "Trustee  and Paying  Agent  Agreement"  means the  trustee and paying
          agent  agreement  dated 4th March  1997 made  between  inter  alia the
          Charterer and Bank of America National Trust and Savings  Association,
          New York Branch,  as trustee and paying  agent  pursuant to inter alia
          the Sales Contract,  a certified true copy of which has been delivered
          to the Agent;

          "Trustee  Fee Letter"  means the letter  agreement  made or to be made
          between the  Borrower  and the Trustee  relating to an annual  Trustee
          fee;

          "Vessel" means the 135,000 m3 loading capacity  liquefied  natural gas
          carrier  presently  under   construction  under  the  Contract  having
          Builder's  Hull No. 2148 and which on delivery  will be  registered in
          the ownership of the Borrower  under the laws and flag of the Republic
          of Liberia.

1.03      Clause headings and the table of contents are inserted for convenience
          of reference only and shall be ignored in the  interpretation  of this
          Agreement.

1.04      In this Agreement and the Security Documents an event, circumstance or
          situation will be deemed to be "material" if:

          (a)  in  relation  to a  matter  to  which  a  monetary  value  can be
               attached,  it has a value  or  potential  value  if  realised  in
               respect of any single  item in excess of  Dollars  Three  hundred
               thousand  ($300,000)  and in relation to all such  matters at any
               one  time  in  excess  in   aggregate   of  Dollars  Two  million
               ($2,000,000);

          (b)  in relation to all matters (whether  financial or otherwise),  it
               is of such a nature that the  directors of the  Borrower,  acting
               honestly and  reasonably,  if they were to consider the effect or
               potential effect of such matter would draw the conclusion  either
               (i) that it would have,  or  potentially  would have,  an adverse
               effect on the ability of the  Borrower or any other party  (other
               than the Lenders or the Agent) to any of the  Relevant  Documents
               to perform its respective obligations thereunder as they fall due
               or (ii)  that it is a  matter  of  which a  prudent  lender  in a
               facility  of this  nature  would wish to be aware and,  if aware,
               would hold the opinion expressed in sub-paragraph (c) below;

          (c)  in relation to a matter of which the Agent and/or the Lenders are
               aware,  is of such  nature  that the  Majority  Lenders  in their
               reasonable  opinion  consider to be material and advise the Agent
               accordingly.

1.05      In this Agreement, unless the context otherwise requires:

          (a)  references  to  Clauses  and  Schedules  are to be  construed  as
               references to clauses of, and  schedules  to, this  Agreement and
               references to this Agreement include its Schedules;

          (b)  references to (or to any specified  provision of) this  Agreement
               or any other  document  shall be construed as  references to this
               Agreement,  that  provision or that  document as in force for the
               time being and as amended in accordance  with terms thereof,  or,
               as the case may be, with the  agreement of the  relevant  parties
               and (where such consent is by the terms of this  Agreement or the
               relevant document, required to be obtained as a condition to such
               amendment  being  permitted)  the prior  written  consent  of the
               Agent;


                                    Page 14
<Page>

          (c)  references to any enactment shall be deemed to include references
               to such enactment as re-enacted,  amended, extended, consolidated
               or replaced, and any orders decrees, proclamations,  regulations,
               instruments or other subordinate legislation made thereunder;

          (d)  words  importing  the plural shall  include the singular and vice
               versa; and

          (e)  references  to a person shall be construed  as  references  to an
               individual,  firm, company,  corporation,  unincorporated body of
               persons or any State or any agency thereof.

2. THE FACILITY

2.01      (a)  The  Lenders,  relying  upon  each  of  the  representations  and
               warranties  in Clause 7, agree to lend to the  Borrower  upon and
               subject to the terms of this  Agreement,  the principal sum of up
               to Dollars Two hundred and fourteen million five hundred thousand
               ($214,500,000)  or (subject to  paragraph  (b) below) such lesser
               sum as is equal to seventy  eight per  centum  (78%) of the Total
               Project  Cost as agreed  between  the  Borrower  and the Agent by
               reference to budgeted  expenses approved from time to time by the
               Agent and  incurred by the  Borrower up to delivery of the Vessel
               on hire under the Charter.

          (b)  In the event that  seventy  eight per  centum  (78%) of the Total
               Project  Cost is less  than  Dollars  Two  hundred  and  fourteen
               million  five  hundred  thousand  ($214,500,000),   the  Lenders,
               relying upon each of the representations and warranties in Clause
               7, grant to the  Borrower  the option to require  the  Lenders to
               lend to the  Borrower,  on the Delivery Date and upon and subject
               to the terms of this  Agreement,  a further  principal  sum in an
               amount equal to the difference between:

              (i)    Dollars Two  hundred  and  fourteen  million  five  hundred
                     thousand ($214,500,000); and

              (ii)   seventy eight per centum (78%) of the Total Project Cost,

               provided that the Borrower  shall,  immediately  upon drawdown of
               any amount  made  available  by the  Lenders  under  this  Clause
               2.01(b),  pay such amount to the Earnings  Account,  and instruct
               the Trustee to transfer  such amounts to the  Collateral  Account
               (as  defined  in  the  Collateral  Agreement)  to be  applied  to
               establish the Debt Service Reserve.

2.02      The  obligations  of each  Lender  under  this  Agreement  shall be to
          contribute  to each Advance that  proportion of each Advance which its
          Commitment represents of the total Commitments of all of the Lenders.

2.03      The  obligations of each Lender under this Agreement are several.  The
          failure of any Lender to perform its obligations  under this Agreement
          shall not  relieve the other  Lenders or the Agent or the  Borrower of
          any  of  their  respective   obligations  or  liabilities  under  this
          Agreement  nor shall the Agent or any  Lender be  responsible  for the
          obligations of any other Lender under this Agreement.  However, in the
          event that the Borrower suffers any loss or damage due to any Lender's
          failure other than as expressly  provided for in this Agreement,  that
          Lender shall indemnify the Borrower for such loss or damage.

2.04      Subject to the terms of this Agreement,  the Borrower may drawdown the
          Commitment by Advances in Dollars in the following manner:

          (a)  up to four (4) Advances,  comprising  the Contract Price Tranche,
               may be drawndown as follows:

              (i)    the first  (1st)  Advance  shall be in an  amount  equal to
                     Dollars   Twenty  three   million  five  hundred   thousand
                     ($23,500,000)  on or after the  Banking  Day upon which the
                     second (2nd)  instalment  of the Contract  Price is due and
                     payable  to the  Contractor  under  Section  8.2(b)  of the
                     Contract;


                                    Page 15
<Page>

              (ii)   the second  (2nd)  Advance  shall be in an amount  equal to
                     Dollars Forty seven million  ($47,000,000)  on or after the
                     Banking  Day upon which the third (3rd)  instalment  of the
                     Contract Price is due and payable to the  Contractor  under
                     Section 8.2(c) of the Contract;

              (iii)  the third  (3rd)  Advance  shall be in an  amount  equal to
                     Dollars Forty seven million  ($47,000,000)  on or after the
                     Banking Day upon which the fourth (4th)  instalment  of the
                     Contract Price is due and payable to the  Contractor  under
                     Section 8.2(d) of the Contract; and

              (iv)   the  fourth  (4th) and final  Advance  shall be made on the
                     Delivery  Date  and  shall  be in an  amount  equal  to the
                     aggregate of (1) the final instalment of the Contract Price
                     due and payable to the  Contractor  under Section 8.2(e) of
                     the Contract,  and (2) the Final Fees and Development Costs
                     Amount;

          (b)  by Advances,  comprising the Fees and Development  Costs Tranche,
               which will be available for drawdown:

              (i)    in  respect  of  Advances   intended  to  fund  permissible
                     Development  Costs,  in amounts of no less than Dollars One
                     million   ($1,000,000)   available   for  drawdown  on  the
                     twenty-eighth  (28th)  day of March,  June,  September  and
                     December  during the Drawdown Period (save for the Delivery
                     Date) against  presentation to the Agent of invoices and/or
                     receipts in respect of permissible Development Costs; and

              (ii)   in  respect  of  Advances   intended  to  fund  payment  of
                     interest, commitment fees, management fees, agency fees and
                     trustee fees prior to the Delivery Date, in accordance with
                     Clause 2.05(b),

              subjectin each case to the Agent being satisfied that, upon making
              the relevant Advance, the Debt/Equity Ratio will not exceed 78:22;

              (c)    by an  Advance,  comprising  the funds made  available  for
                     drawdown on the  Delivery  Date in  accordance  with Clause
                     2.01(b),  subject to the Agent being  satisfied  that, upon
                     making  that  Advance and any other  Advance  being made at
                     that time, the Loan will not exceed Dollars Two hundred and
                     fourteen million five hundred thousand ($214,500,000).

2.05      (a)  Subject to the terms and conditions of this Agreement, an Advance
               shall  be  made  to  the  Borrower  during  the  Drawdown  Period
               following  receipt by the Agent from the  Borrower  of a Drawdown
               Notice no later than 10:00 am (Hong Kong time) on the fifth (5th)
               Banking  Day before the date on which the  Advance is intended to
               be made. A Drawdown  Notice shall be effective on actual  receipt
               by the Agent and,  once  given,  shall,  subject as  provided  in
               Clause 12.03(a), be irrevocable.

          (b)  Unless otherwise agreed between the parties,  during the Drawdown
               Period  the  Agent  shall  give  notice to the  Borrower  six (6)
               Banking Days before each Interest  Payment Date and each due date
               for payment of interest,  commitment fees,  agency fees and other
               expenses  under Clause 5, of the sum so falling due. The Borrower
               may,  at any time  following  receipt  of such a notice  from the
               Agent but not later than three (3)  Banking  Days  before the due
               date for the sum falling due,  agree with the Agent an adjustment
               to the relevant  amount  specified in the notice.  Whether or not
               the Agent and the Borrower shall have agreed an adjustment to the
               amount  specified in the notice,  the Borrower shall be deemed to
               have  given,  and  the  Agent  shall  have  been  deemed  to have
               received, a Drawdown Notice in respect of the amount specified in
               the notice (or such other amount agreed between the Agent and the
               Borrower  in  accordance  with  the  preceding  sentence)  for an
               Advance in an amount equal to, and for the purpose of payment of,
               such interest,  commitment fees, agency fees or other expenses so
               falling due.


                                    Page 16
<Page>

2.06      Upon receipt of each Drawdown Notice  complying with the terms of this
          Agreement  the Agent  shall  notify  the  Lenders  thereof  and of the
          proposed   Drawdown  Date  specified   therein  and,  subject  to  the
          provisions  of Clause  9, the  Lenders  shall  make  their  respective
          Commitments  to  the  relevant  Advance  available  to  the  Agent  in
          accordance with Clause 6.02.

2.07      If any part of the Commitment is not drawn down on the last day of the
          Drawdown Period,  the Lenders'  obligation to make any further Advance
          shall terminate on such day and shall be cancelled.

2.08      The Borrower shall have the right,  not earlier than six months before
          the Scheduled  Delivery Date (as adjusted in accordance with the terms
          of the Charter),  upon giving the Agent not less than ten (10) Banking
          Days prior written  notice,  to cancel  without  penalty not more than
          Dollars Twelve million  ($12,000,000)  of the Commitment in respect of
          the Fees and  Development  Costs  Tranche  undrawn at the date of such
          notice.

3.        INTEREST AND INTEREST PERIODS

3.01      The  Borrower  shall  pay  interest  on each  Advance  and the Loan in
          respect of each  Interest  Period  relating  thereto on each  Interest
          Payment  Date for the period  from the date on which such  Advance was
          drawn down or (as the case may be) for the period from the immediately
          preceding  Interest Payment Date at the relevant Floating Rate for the
          time being.

3.02      The  Floating  Rate in respect of each  Advance and the Loan shall be,
          for each Interest Period relative thereto,  but subject to Clause 3.04
          (in respect of overdue  amounts) and Clause 12.03,  the annual rate of
          interest which is conclusively  (save for manifest error) certified by
          the Agent to the Borrower to be the  aggregate of (i) the Margin,  and
          (ii) Libor for a period equal to and for value on the first day of the
          relevant  Interest  Period were being  offered to first class banks in
          the  London  interbank  eurocurrency  market  at or about  11:00  a.m.
          (London  time) on the second (2nd)  Banking Day before the first (1st)
          day of such Interest Period.

3.03      Each Interest  Period shall have a duration of six (6) months (or such
          longer or shorter period as may be agreed between the Borrower and the
          Lenders) provided always that:

          (a)  the first  Interest  Period in respect of the first Advance shall
               commence on the date on which such  Advance is made and shall end
               on 28th June or 28th December of the current  year,  whichever is
               the next to occur;

          (b)  each subsequent Interest Period shall commence forthwith upon the
               expiry  of the  previous  Interest  Period  and shall end six (6)
               calendar  months later on which is the next to occur of 28th June
               or 28th December;

          (c)  the  first  Interest  Period  for each  Advance  after  the first
               Advance  shall  expire  on the same day as the  current  Interest
               Period for the Loan; and

          (d)  all interest Periods shall end on the Final Maturity Date.

3.04      If the Borrower fails to pay any sum (including,  without  limitation,
          any sum  payable  pursuant  to this  Clause  3.04) on its due date for
          payment  under this  Agreement  or any of the Security  Documents  the
          Borrower shall pay interest on such sum on demand from the due date up
          to the date of actual payment (as well after as before  judgment) at a
          rate determined by the Agent to be two per centum (2%) per annum above
          the Floating  Rate for such period not exceeding six (6) months as the
          Agent may determine from time to time in amounts  comparable  with the
          sum not paid.  Such interest  shall be due and payable on the last day
          of each  period as  determined  by the Agent and each such date shall,
          for the purposes of this Agreement,  be treated as an Interest Payment
          Date.  Provided that if such sum is of principal  which became due and
          payable  on a date  other  than  an  Interest  Payment  Date  relating
          thereto,  the first such  period  selected  by the Agent shall be of a
          duration  equal to the period  between the due date of such  principal
          sum and such  Interest  Payment Date and interest  shall be payable on
          such  principal  sum during  such period at a rate two per centum (2%)
          above the rate applicable thereto  immediately before it fell due. If,
          for the reasons specified in Clause 12.03 (a) (i), the Agent is unable
          to determine a rate in  accordance  with the  foregoing  provisions of
          this Clause 3.04, interest shall be calculated at a rate determined by
          the Agent to be two per centum (2%) per annum above the  aggregate  of
          the Margin and the cost of funds to the Lenders.


                                    Page 17
<Page>

3.05      The Agent shall notify the  Borrower and the Lenders  promptly of each
          rate of interest determined by it under this Clause 3. The certificate
          of the  Agent  as to any  rate of  interest  determined  by it  (after
          consultation with the Lenders) pursuant to this Agreement shall in the
          absence of manifest  error,  be conclusive and binding on the Borrower
          and the Lenders.

4.        REPAYMENT AND PREPAYMENT

4.01      The  Borrower  shall repay the Loan  together  with  accrued  interest
          thereon calculated in accordance with Clause 3 on the dates and in the
          amounts  set  out  in  Schedule  4  PROVIDED  ALWAYS  the  Outstanding
          Indebtedness  (if any) then  remaining  shall be repaid in full on the
          Final Maturity Date.

4.02      The Borrower  may prepay the Loan in whole or part (being  Dollars One
          million  ($1,000,000) or any larger sum which is an integral  multiple
          of  Dollars  One  million  ($1,000,000))  on any  date  following  the
          Delivery Date together with accrued interest to the date of prepayment
          and any  other  sum then  payable  under  this  Agreement  and/or  the
          Security  Documents  (or any of them),  provided  that the Agent shall
          have received from the Borrower not less than thirty (30) days' notice
          of its intention to make such prepayment,  specifying the amount to be
          prepaid and the date of prepayment.

4.03      The Borrower shall prepay the Loan,  together with accrued interest to
          the date of  prepayment,  and all other sums  payable by the  Borrower
          pursuant to this  Agreement  and/or the Security  Documents (or any of
          them), including, without limitation, any amounts payable under Clause
          11 within one hundred and twenty  (120) days of the Vessel  becoming a
          Total Loss and for the purpose of this Agreement:

          (a)  an  actual  total  loss of the  Vessel  shall be  deemed  to have
               occurred  at the actual  date and time the Vessel was lost but in
               the event of the date of the loss being  unknown  then the actual
               total loss shall be deemed to have  occurred on the date on which
               the Vessel was last reported; and

          (b)  a constructive total loss shall be deemed to have occurred at the
               date and time notice of abandonment of the Vessel is given to the
               insurers  of the Vessel for the time being  (provided a claim for
               total loss is admitted by such  insurers) or, if such insurers do
               not  admit  such a  claim,  at the date and time at which a total
               loss is subsequently adjudged by a competent court of law to have
               occurred.

4.04      Every notice of prepayment  shall be effective  only on actual receipt
          by the Agent,  shall,  once given, be irrevocable and shall oblige the
          Borrower to make such prepayment on the date  specified.  No amount of
          the Loan prepaid may be re-borrowed and any amount prepaid pursuant to
          Clause 4.02 shall be applied in  reducing  the  repayment  instalments
          under Clause 4.01 in inverse order of their due dates for payment. The
          Borrower may not prepay the Loan or any part thereof save as expressly
          provided in this Agreement.

5.        FEES AND EXPENSES

5.01      Subject  to  Clause  5.03,  the  Borrower  shall  pay to the Agent for
          account  of  the  Lenders  pro  rata  according  to  their  respective
          Commitments  whether  or  not  any  part  of  the  Loan  is  drawndown
          hereunder,  a commitment  fee at the rate of nought point two five per
          centum (0.25%) per annum on the undrawn  portion of the Commitment (if
          any) from time to time in Dollars,  such commitment fee to accrue from
          the date of this Agreement and to be paid in Dollars  semi-annually in
          arrears  on  28th  June  and  28th  December  of  each  year up to and
          including the last day of the Drawdown Period  calculated on the exact
          number of days elapsed and a three hundred and sixty (360) day year.

5.02      The Borrower  shall pay to the Agent for account of the Lead Arranger,
          the  Arrangers  and  the  Lenders  as may  be  agreed  between  them a
          non-refundable  management fee in accordance with the Fee Letter, such
          management  fee  being  payable  on the day of  drawdown  of the first
          Advance under this Agreement.


                                    Page 18
<Page>

5.03      The Borrower shall pay to:

          (a)  the Agent an annual agency fee in advance in accordance  with the
               Fee Letter; and

          (b)  the Trustee an annual  trustee fee in advance in accordance  with
               the Trustee Fee Letter,

          in each  case  payable  on the  date of  signing  this  Agreement  and
          thereafter on 28th December of each year throughout the Loan Period.

5.04      The Borrower shall pay to the Agent on demand:

          (a)  all reasonable  expenses  (including  communication,  travelling,
               legal, printing and out-of-pocket  expenses) properly incurred by
               the Lenders and/or the Agent in connection with the  negotiation,
               preparation,   execution,   syndication   and,  where   relevant,
               registration of this Agreement and the Security  Documents and of
               any  amendment  or  extension  or the  granting  of any waiver or
               consent  under  this   Agreement   and/or  any  of  the  Security
               Documents;

          (b)  all  expenses   (including  legal  and  out-of-pocket   expenses)
               incurred by the Lenders and/or the Agent in contemplation  of, or
               otherwise in connection with, the enforcement of, or preservation
               of any rights under,  this  Agreement  and/or any of the Security
               Documents, or otherwise in respect of the moneys owing under this
               Agreement and/or any of the Security Documents; and

          (c)  interest at the rate  referred to in Clause 3.04 on such expenses
               from the date on  which  such  expenses  were  demanded  from the
               Borrower  to the  date  of  payment  (as  well  after  as  before
               judgment).

5.05      The Borrower shall pay all stamp,  documentary,  registration or other
          like duties, taxes, fees or charges (including any duties, taxes, fees
          or charges  payable by the Lenders  and/or the Agent) imposed on or in
          connection with this Agreement and/or any of the Security Documents or
          the Loan and shall  indemnify the Lenders and/or the Agent against any
          liability  arising by reason of any delay or omission by the  Borrower
          to pay such duties, taxes, fees or charges.

6.        PAYMENTS AND TAXES; ACCOUNTS AND CALCULATIONS

6.01      All payments to be made by the Borrower  under this  Agreement  and/or
          any of the  Security  Documents  shall  be made in full,  without  any
          set-off or counterclaim  whatsoever and, subject as provided in Clause
          6.07, free and clear of any deductions or withholdings, in Dollars not
          later than 10:00 a.m.  (local  time) on the due date to the  Receiving
          Bank for the  account  of the Agent or to such  other  account  as the
          Agent shall have notified to the Borrower. Save as otherwise expressly
          agreed by the parties  hereto,  such payments shall be for the account
          of the Lenders  according to their  respective  Contributions  and the
          Agent shall forthwith  distribute such payments to the Lenders in like
          funds as are received by the Agent. Payments due from the Agent to the
          Lenders  shall be made to the Lenders at such  accounts as they notify
          to the Agent from time to time.

6.02      All sums to be advanced by the Lenders under this  Agreement  shall be
          remitted in Dollars,  on the relevant Drawdown Date of each Advance to
          such  account of the Agent as the Agent may have  notified the Lenders
          and  shall  be paid by the  Agent  on that  date in like  funds as are
          received  by the  Agent  to the  account  of the  Borrower  or to such
          account  as the  Borrower  may  direct as  specified  in the  relevant
          Drawdown Notice.

6.03      Where any sum is to be paid  hereunder  to the Agent  for  account  of
          another  person,  the Agent may assume that the  payment  will be made
          when due and may (but shall not be obliged to) make such sum available
          to the  person  so  entitled.  If it  proves  to be the case that such
          payment  was not made to the Agent,  then the persons to whom such sum
          was so made  available  shall on request  refund such sum to the Agent
          together with interest thereon  sufficient to compensate the Agent for
          the  cost  of  making  available  such  sum up to  the  date  of  such
          repayment.  The  provisions  of this  Clause  6.03  shall  be  without
          prejudice to the Borrower's  rights against the Lender concerned under
          Clause 2.03 where any Lender has failed to make any payment due to the
          Agent for the account of the Borrower on its due date.

6.04      When any payment under this Agreement or any of the Security Documents
          would  otherwise  be due on a day which is not a Banking  Day, the due
          date for payment shall be extended to the next  following  Banking Day
          unless such Banking Day falls in the next calendar month in which case
          payment shall be made on the immediately preceding Banking Day.


                                    Page 19
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6.05      All  interest  and other  payments  of an  annual  nature  under  this
          Agreement  or any of the Security  Documents  shall accrue from day to
          day and be  calculated on the basis of actual days elapsed and a three
          hundred and sixty (360) day year.

6.06      Any certificate or determination of the Agent (after consultation with
          the Lead Arranger,  the  Arrangers,  and the Lenders as to any rate of
          interest or any other amount  payable  under this  Agreement or any of
          the Security  Documents)  shall,  in the absence of manifest error, be
          conclusive and binding on the Borrower and on each of the Lenders.

6.07      Subject  to the  provision  of  this  Clause  6,  if at any  time  any
          applicable   law,   regulation  or  regulatory   requirement   or  any
          governmental  authority,  monetary agency or central bank requires the
          Borrower to make any deduction or withholding in respect of Taxes from
          any payment due under this Agreement or any of the Security Documents,
          the sum due from the  Borrower  in  respect of such  payment  shall be
          increased to the extent  necessary to ensure that, after the making of
          such  deduction  or  withholding,  the Agent  and each of the  Lenders
          receive on the due date for such  payment  (and  retains free from any
          liability in respect of such deduction or withholding) a net sum equal
          to the sum which they would have  received  had no such  deduction  or
          withholding  been required to be made and the Borrower shall indemnify
          the Lenders and the Agent against any losses or costs incurred by them
          by reason of any failure of the Borrower to make any such deduction or
          withholding  or by reason of any  increased  payment not being made on
          the due date for such payment.  The Borrower shall promptly deliver to
          the Agent any receipts,  certificates  or other proof  evidencing  the
          amounts  (if any) paid or  payable  in  respect  of any  deduction  or
          withholding as aforesaid.

6.08     (a)   is entitled,  without material  rearrangement of its Tax affairs,
               to receive,  or is granted by any  relevant  Tax  authority,  any
               credit  against  or relief  from its  liability  to any Tax),  in
               respect of any Tax on account of which a deduction or withholding
               has been made from any sum  payable by the  Borrower  under or in
               relation to this  Agreement  and in respect of which the Borrower
               has paid in full an increased  amount  pursuant to Clause 6, then
               such  Relevant  Person  shall  to the  extent  that  it can do so
               without   affecting  its  rights  as  against  the  relevant  Tax
               authority  to retain such credit or relief,  act (but without any
               legal  obligation  to do so) in good faith so as to refund to the
               Borrower  that  amount  (not  exceeding  the  amount by which the
               relevant   amount  payable  by  the  Borrower  was  increased  to
               compensate for such deduction or  withholding)  of such credit or
               relief which is determined  by such  Relevant  Person in its sole
               discretion to be  attributable  to such  deduction or withholding
               after  subtracting  any reasonable  expenses  attributable to the
               determination  thereof  Provided that this provision  shall in no
               way interfere with the liberty of each Relevant Person to arrange
               its tax  affairs in  whatsoever  manner it thinks fit or oblige a
               Relevant Person to disclose details of the same to the Borrower.

          (b)  The Agent and each Lender  shall  consider  any request  from the
               Borrower to take action to avoid the  incidence of any  deduction
               or withholding by applying for any appropriate relief,  waiver or
               exemption  from the same, and in addition shall consider in their
               absolute  discretion,  subject to indemnification by the Borrower
               for any costs  incurred  by the  Lenders  and/or the Agent and to
               obtaining any necessary consents and  authorisations,  fulfilling
               its  obligations  through  another lending office or transferring
               its  rights  and  obligations  at  par  to  one  or  more  of its
               Affiliates  if such  transfer  would  result  in  there  being no
               requirement for a deduction or withholding  Provided that neither
               the Agent or any Lender shall by reason of this Clause 6.08(b) be
               under any legal obligation to take any action whatsoever.

6.09      Notwithstanding  anything to the contrary in this  Agreement or in any
          of the other  Security  Documents,  the Borrower  shall not (unless an
          Event of Default has  occurred and is  continuing)  be obliged to make
          any  payment  to or for the  account  of the  Agent or any  Lender  in
          respect of any of the following:

          (a)  (save as set out in Clause 5) the normal administrative costs and
               expenses of the Agent or any Lender;

          (b)  any Tax on or in respect of the  overall  net income of the Agent
               or any  Lender  or of a  division  or  branch of the Agent or any
               Lender wherever imposed;

          (c)  penalties,  additions to Taxes,  fines or interest on Taxes which
               would not have  arisen but for a  reasonably  avoidable  delay or
               failure by the Agent or any  Lender in the filing of Tax  returns
               or payment of Taxes  assessed on the Agent or any  Lender,  which
               delay or failure has not directly or  indirectly  been  consented
               to, caused by or requested by the Borrower; or


                                    Page 20
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          (d)  any Tax which would not have arisen for an act or omission of the
               Agent or any Lender which constitutes  wilful misconduct or gross
               negligence on its part.

6.10      Each Lender shall maintain,  in accordance with its usual practice, an
          account or accounts  evidencing the amounts from time to time lent by,
          owing  to and  paid to it,  under  this  Agreement  and  the  Security
          Documents.  The Agent will maintain a control account showing the Loan
          and other sum  owing by the  Borrower  under  this  Agreement  and all
          payments in respect  thereof made by the  Borrower  from time to time.
          Such  control  account  shall  in the  absence  of  manifest  error be
          conclusive  as to the amount  from time to time owing by the  Borrower
          under this Agreement and the Security Documents.

7.        REPRESENTATIONS AND WARRANTIES

7.01      Save as disclosed  to the Agent in writing  before  submission  of the
          first (1st) Drawdown Notice under this Agreement,  the Borrower hereby
          represents and warrants to the Lenders and the Agent that:

          (a)  the   Borrower  is  duly   incorporated,   validly   existing  in
               goodstanding under the laws of the Republic of Liberia,  has full
               power to borrow  the Loan,  and to carry on its  business  and to
               enter into and perform its obligations under this Agreement,  and
               the Relevant  Documents to which it is or will be a party,  is in
               compliance in all material  respects with all statutory and other
               requirements  relative  to  its  business,   and  has  taken  all
               necessary  corporate  and  other  action  and  has  obtained  all
               necessary  consents to authorise  the  borrowing and incurring of
               indebtedness  under, and the execution,  delivery and performance
               of, this  Agreement and the Relevant  Documents to which it is or
               will be a party;  this  Agreement and, as executed and delivered,
               constitutes  and  such  Relevant  Documents,  when  executed  and
               delivered  and (in the case of the  Mortgage)  when duly recorded
               will  constitute,  valid and legally  binding  obligations of the
               Borrower  enforceable in accordance with their  respective  terms
               except  insofar as  enforcement  may be limited by any applicable
               laws  relating  to  bankruptcy,  insolvency,  administration  and
               similar laws affecting  creditors  rights  generally,  and except
               insofar as stated in any  qualification or reservation  contained
               in any original  legal  opinion  given for the purpose of or as a
               condition precedent to this Agreement;

          (b)  the parties (other than the Lenders,  the  Counterparties and the
               Agent) to the  Relevant  Documents  have full power to enter into
               and  perform  their  respective  obligations  under the  Relevant
               Documents  (other  than the Sales  Contract  and the  Trustee and
               Paying  Agent  Agreement)  to which  each of them is or will be a
               party (and in connection  therewith  all  necessary  corporate or
               other  action  has been  taken  and all  necessary  consents  and
               approvals have been obtained) and such Relevant  Documents,  when
               executed and  delivered,  will  constitute  the valid and legally
               binding  obligations of each such party enforceable in accordance
               with their  respective terms except insofar as enforcement may be
               limited  by  any   applicable   laws   relating  to   bankruptcy,
               insolvency,  administration and similar laws affecting creditors'
               rights   generally,   and   except   insofar  as  stated  in  any
               qualification  or  reservation  contained in any  original  legal
               opinion  given for the purpose of or as a condition  precedent to
               this Agreement;

          (c)  the execution, delivery and performance of this Agreement and the
               Relevant  Documents  to which the  Borrower,  the  Chargors,  the
               Manager  and the  Sub-Manager  (as the  case  may be) are or will
               become   respectively   parties  will  not  (i)   contravene  any
               applicable law,  regulation or material  contractual  restriction
               binding on the  Borrower or the other  parties  thereto;  or (ii)
               result in any material  breach of or default  under any agreement
               or  other  instrument  to which  the  Borrower  or such  party is
               subject;  or (iii) contravene any provision of the  incorporation
               documents  of the  Borrower or such party;  or (iv) result in the
               creation or imposition of or oblige the Borrower or such party to
               create any  Encumbrance  (other than a Permitted  Encumbrance) on
               any of their respective  material  undertakings,  or any of their
               respective assets, rights or revenues;


                                    Page 21
<Page>

          (d)  no material litigation,  arbitration or administrative proceeding
               is pending or threatened against the Borrower, any of its assets,
               the Manager, or the Sub-Manager insofar as the Borrower is aware;

          (e)  the Borrower is not in material  default  under any  agreement or
               other  instrument,  or in  material  default  in the  payment  or
               performance of any of its obligations for Borrowed Money;

          (f)  the latest audited financial  statements of the Borrower (if any,
               or, if there are none, the first and thereafter  each  subsequent
               financial  statement  of the  Borrower  delivered  to  the  Agent
               pursuant  to Clause 8.01 (e)) have been  prepared  in  accordance
               with generally accepted accounting principles and practices which
               have been consistently applied, and present fairly and accurately
               the financial position of the Borrower as at the date of the said
               accounts  and the results of the  operations  of the Borrower for
               the financial  year ended on such date,  and as at such date, the
               Borrower had no significant liabilities (contingent or otherwise)
               which  are  not  disclosed  by,  or  reserved  against  in,  such
               financial statements or any unrealised or anticipated losses;

          (g)  there  has  been no  material  adverse  change  in the  financial
               position  of the  Borrower  from that set forth in the  financial
               statements referred to in Clause 7.01(f);

          (h)  no  Default,  whether or not any  requirement  for notice  and/or
               lapse of time (or  both)  and/or  any  other  condition  has been
               satisfied, has occurred and is continuing;

          (i)  the  choice  by  the  Borrower  of  English  law to  govern  this
               Agreement and the other Relevant Documents to which it is a party
               (other than the Mortgage and the  Collateral  Agreement)  and the
               choice by the  Borrower of New York law to govern the  Collateral
               Agreement and the submission by the Borrower to the non-exclusive
               jurisdiction  of the English  courts are valid and binding except
               insofar as  enforcement  may be limited  by any  applicable  laws
               relating to bankruptcy,  insolvency,  administration  and similar
               laws affecting creditors' rights generally, and except insofar as
               stated  in any  qualification  or  reservation  contained  in any
               original legal opinion given for the purpose of or as a condition
               precedent to this Agreement;

          (j)  neither the Borrower,  the Manager or the  Sub-Manager nor any of
               their  respective  assets are entitled to immunity on the grounds
               of  sovereignty  or otherwise from any legal action or proceeding
               (which shall include, without limitation,  suit, attachment prior
               to judgment, execution or other enforcement);

          (k)  the Vessel is or will on the Delivery Date and thereafter be:

              (i)    in the absolute and (save for a first mortgage in favour of
                     the  Agent  and for  Permitted  Encumbrances)  unencumbered
                     ownership of the Borrower as the sole, legal and beneficial
                     owner of such Vessel;

              (ii)   registered  in the name of the Borrower  under the laws and
                     flag of the Republic of Liberia;

              (iii)  operationally  seaworthy  and in every way fit for  service
                     (except as notified in writing to the Agent); and

              (iv)   (save for changes to the Vessels classification approved in
                     advance  and in  writing  by the  Agent)  classed  "+100A1,
                     Liquefied  Gas Carrier,  Ship Type 2G" + LMSC,  UMS,  NAVI,
                     SCM, *IWS" with Lloyd's Register of Shipping, free from any
                     requirements and recommendations of the said classification
                     society  which must be complied  with by the  Borrower as a
                     condition  of the  maintenance  of the Vessel's  class,  it
                     being  agreed that the Borrower  shall,  in relation to the
                     period following the Delivery Date, be deemed in compliance
                     with its warranty in this  respect,  provided  that it duly
                     complies  with all such  requirements  and  recommendations
                     within the relevant period  permitted for compliance by the
                     said classification society;

                                    Page 22
<Page>

          (l)  the  obligations of the Borrower under this Agreement are direct,
               general and unconditional obligations of the Borrower;

          (m)  the  Borrower  has  disclosed  to the  Lenders  all its  material
               liabilities (actual and contingent) and Indebtedness;

          (n)  every material consent, authorisation, licence or approval of, or
               registration  with or  declaration  to,  governmental  or  public
               bodies or  authorities  or courts  required  by the  Borrower  to
               authorise,  or required by the Borrower in connection  with,  the
               execution, delivery, validity, enforceability or admissibility in
               evidence of this Agreement and each of the Relevant  Documents to
               which it is or will be a party or the performance by the Borrower
               of its  obligations  hereunder or thereunder  has been or, in the
               case of the Relevant Documents to which it is or will be a party,
               will prior to the  execution  thereof have been  obtained or made
               and is or, in the case of the  Relevant  Documents to which it is
               or will be a party,  will  prior to the  execution  thereof be in
               full force and effect and there has been no  material  default in
               the observance of any of the conditions or  restrictions  imposed
               in or in connection with any of the same;

          (o)  the written  information,  exhibits and reports  furnished by the
               Borrower  to the Agent in  connection  with the  negotiation  and
               preparation of this Agreement and each of the Relevant Documents,
               and in  particular  all  information  provided  in writing by the
               Borrower,  the  Chargors  and  the  issuers  of  the  Letters  of
               Undertaking  used to prepare the Information  Memorandum,  are at
               the time of being  made  available  and at the time of the  first
               Advance  true  and  accurate  in all  material  respects  and not
               misleading,  do  not  omit  material  facts  and  all  reasonable
               enquiries  have  been made to  verify  the  facts and  statements
               contained therein; there are no other material facts the omission
               of which would make any fact or statement therein misleading;

          (p)  no Taxes (other than Indonesian Taxes) are imposed by withholding
               or  otherwise  on any payment to be made under this  Agreement or
               the  Relevant  Documents  (other than the Sales  Contract and the
               Trustee  and  Paying  Agent  Agreement)  or are  imposed on or by
               virtue of the  execution  or  delivery of this  Agreement  or the
               Relevant Documents (other than the Sales Contract and the Trustee
               and Paying Agent  Agreement) or any other  document or instrument
               to be executed or delivered hereunder or thereunder;

          (q)  save for the  registration  of the  Mortgage at the Office of the
               Deputy  Commissioner  of  Maritime  Affairs  in the  Republic  of
               Liberia,  it is not  necessary to ensure the  legality  validity,
               enforceability  or admissibility in evidence of this Agreement or
               any of the Relevant  Documents (other than the Trustee and Paying
               Agent  Agreement and the Sales  Contract)  that it or they or any
               other  instrument be notarised,  filed,  recorded,  registered or
               enrolled in any court, public office or elsewhere in the Republic
               of China,  the Republic of Liberia,  Indonesia or England or that
               any stamp,  registration  or similar tax or charge be paid in the
               Republic of China, the Republic of Liberia,  Indonesia or England
               on or in  relation  to  this  Agreement  or any  of the  Relevant
               Documents  (other than the Trustee and Paying Agent Agreement and
               the Sales Contract);

          (r)  this Agreement and each of the Relevant Documents (other than the
               Trustee and Paying Agent Agreement and the Sales Contract) is (or
               will upon execution be) in proper form for its enforcement in the
               courts of England;

          (s)  none of the  Vessel,  her  Earnings,  Insurances  or  Requisition
               Compensation  (each as defined in the Mortgage) the Charter,  the
               Contract,  the  Refund  Guarantees,   the  Bank  Guarantee,   the
               Performance Bond, the Management  Agreement,  the  Sub-management
               Agreement  or any  part  thereof  is or will be,  subject  to any
               Encumbrance save for any Permitted Encumbrance;

                                    Page 23
<Page>

          (t)  all  advances,  loans  or  other  monies  made  available  to the
               Borrower by its  shareholders  or  stockholders or any related or
               associated  company  rank after and  inferior to the Loan and the
               Borrower's Indebtedness under this Agreement;

          (u)  the  Borrower  has not  established  a place of  business  in the
               United Kingdom;

          (v)  the entire  issued share  capital of the Borrower  comprises  one
               thousand  (1,000) shares of par value $1.00 per share  registered
               as to 400  shares in the name of CPC,  400  shares in the name of
               Oxbow and 200 shares in the name of Golar Maritime;

          (w)  the copies of the  Relevant  Documents  (other than the  Security
               Documents)  and  all  other  written   information,   documentary
               evidence  and  certificates  delivered  or to be delivered to the
               Agent  pursuant  to Clause  9.01  and/or in  connection  with the
               Information  Memorandum  are, or will when delivered be, genuine,
               true  and  complete  copies  of  such  documents;   the  Relevant
               Documents  (other  than the Sales  Contract  and the  Trustee and
               Paying  Agent  Agreement)  constitute,   or  when  executed  will
               constitute, valid and binding obligations of the Borrower and the
               other  parties  thereto  enforceable  in  accordance  with  their
               respective terms (except insofar as enforcement may be limited by
               any   applicable   laws  relating  to   bankruptcy,   insolvency,
               administration  and  similar  laws  affecting  creditors'  rights
               generally,  and except insofar as stated in any  qualification or
               reservation contained in any original legal opinion given for the
               purpose of or as a condition  precedent to this Agreement) and no
               material  amendments thereof or variations thereto have been made
               or will, without the consent of the Agent, be made;

          (x)  each Refund Guarantee and the Bank Guarantee is, or upon issuance
               will be, in full force,  validity and effect and constitutes,  or
               upon  issuance  will   constitute   valid  and  legally   binding
               obligations of its issuing Bank  Guarantor,  enforceable  against
               its issuing Bank  Guarantor,  in accordance with its terms except
               insofar as  enforcement  may be limited  by any  applicable  laws
               relating to bankruptcy,  insolvency,  administration  and similar
               laws affecting creditors' rights generally, and except insofar as
               stated  in any  qualification  or  reservation  contained  in any
               original legal opinion given for the purpose of or as a condition
               precedent to this Agreement;

          (y)  the Performance Bond is, or upon issuance will be, in full force,
               validity  and  effect  and  constitutes,  or upon  issuance  will
               constitute  valid and legally  binding  obligations  of The Tokai
               Bank,  Ltd.,   enforceable   against  The  Tokai  Bank,  Ltd.  in
               accordance  with its terms except insofar as  enforcement  may be
               limited  by  any   applicable   laws   relating  to   bankruptcy,
               insolvency,  administration and similar laws affecting creditors'
               rights   generally,   and   except   insofar  as  stated  in  any
               qualification  or  reservation  contained in any  original  legal
               opinion  given for the purpose of or as a condition  precedent to
               this Agreement; and

                                    Page 24
<Page>

          (z)  the Borrower has not entered into any other  material  agreements
               other  than the  Relevant  Documents  and other  than  agreements
               entered into by the Borrower in the ordinary course of business.

7.02      The  representations  and  warranties in Clause 7.01 (other than those
          set  out  in  Clause  7.01(o),  (p),  (q)  and  (r)  and so  that  the
          representation  and warranty in Clause 7.01 (f) shall for this purpose
          refer to the then latest audited financial statements delivered to the
          Agent  under  Clause  8.01(e))  shall be deemed to be  repeated by the
          Borrower on and as of each day from the date of this  Agreement  until
          all moneys due or owing by the Borrower  under this  Agreement and the
          Security Documents have been paid in full as if made with reference to
          the facts and circumstances existing at each such date.

8.        UNDERTAKINGS

8.01      The Borrower  hereby  undertakes  with the Lenders and the Agent that,
          from the date of this  Agreement  and so long as any  moneys are owing
          under this Agreement or the Security Documents, the Borrower will:

          (a)  promptly  inform the Agent of any  occurrence of which it becomes
               aware which might  materially and adversely affect its ability to
               perform its  obligations  under this Agreement  and/or any of the
               Relevant  Documents and,  without  limiting the generality of the
               foregoing,  will inform the Agent of any Default  forthwith  upon
               becoming aware thereof;

          (b)  without  prejudice  to Clauses  7.02 and 9, obtain or cause to be
               obtained,  maintain  in full  force and  effect and comply in all
               material  respects with the conditions and  restrictions (if any)
               imposed in or in connection  with every  consent,  authorisation,
               licence  or  approval  of   governmental   or  public  bodies  or
               authorities or courts and do, or cause to be done, all other acts
               and things, which may from time to time be necessary or desirable
               under applicable law for the continued due performance of all its
               obligations  under  this  Agreement  and  each  of  the  Relevant
               Documents;

          (c)  use the Loan  exclusively  for the  purposes  specified in Clause
               1.01;

          (d)  file or cause to be filed all tax returns required to be filed in
               all  jurisdictions in which it is situated or carries on business
               or is otherwise subject to Taxation and pay all Taxes shown to be
               due and payable on such returns or any  assessments  made against
               it (other than those being contested in good faith and where such
               payment may be lawfully withheld);

          (e)  prepare   audited   financial   statements  of  the  Borrower  in
               accordance  with  generally  accepted  accounting  principles and
               practices  in  the  United  States  of  America  (or  such  other
               generally  accepted  accounting  principles  consented  to by the
               Agent, such consent not to be unreasonably withheld) consistently
               applied in respect of each  financial  year and cause the same to
               be  certified by its  auditors  and prepare  unaudited  financial
               statements  of the Borrower in respect of the first six (6) month
               period of each of its  financial  years on the same  basis as the
               annual  statements  and deliver as many copies of the same as the
               Agent may reasonably  require for  distribution to the Lenders as
               soon as  practicable,  but not later than one  hundred and twenty
               (120)  days  (in the case of  audited  financial  statements)  or
               ninety (90) days (in the case of unaudited financial  statements)
               after the end of the financial period to which they relate;

          (f)  deliver  to the Agent for  distribution  to the  Lenders  and the
               Agent as many copies as the Agent may reasonably require of every
               report, circular, notice or like document issued by the Borrower,
               the  Manager,  and each of the  Chargors to its  shareholders  or
               creditors generally, in each case at the time of issue thereof;

          (g)  provide  the Agent  with  such  financial  and other  information
               concerning the Borrower,  the Manager,  the Sub-manager,  each of
               the  issuers  of the  Letters  of  Undertaking  and  each  of the
               Chargors  and its  affairs  as the  Agent  may from  time to time
               reasonably  require  including,  without  limitation,   unaudited
               financial statements in respect of the first six (6) month period
               of each of its financial years and audited  financial  statements
               in respect of each  financial  year and  details of any  material
               litigation   pending  or,  to  the  knowledge  of  the  Borrower,
               threatened  against the Borrower,  the Manager,  the Sub-Manager,
               the issuers of the Letters of  Undertaking or the Chargors or the
               Vessel;

                                    Page 25
<Page>

          (h)  duly  and  punctually  perform  and use its  best  endeavours  to
               procure  the due and  punctual  performance  by each of the other
               parties  (other  than the Lenders and the Agent) of each of their
               respective material obligations under the Relevant Documents;

          (i)  ensure that its obligations under this Agreement and the Relevant
               Documents  to which it is a party rank at all times at least pari
               passu  with  all  its  other   present   and   future   unsecured
               Indebtedness  except as  mandatorily  preferred by law and not by
               contract;

          (j)  provide the Agent with copies on a monthly  basis of all progress
               reports, change orders and test results and notice and results of
               sea and gas trials and all such  other  information  as the Agent
               may   reasonably   require   regarding   the   Contract  and  the
               construction  of  the  Vessel  including,   without   limitation,
               evidence of the  Charterer's  approval of all relevant  stages of
               construction  in order to satisfy the Lenders that the  Charterer
               will accept the Vessel under the Charter on the Delivery Date;

          (k)  if any event occurs or  circumstance  exists as a result of which
               the  information  which  has  been  provided  by it to the  Agent
               hereunder would include an untrue statement of a material fact or
               omit to state any material fact or any fact necessary to make the
               statements therein, in the light of the circumstances under which
               they were made,  not  misleading,  the  Borrower  will inform the
               Agent and will  promptly  furnish to the Agent updated or revised
               information  which will correct such untrue  statement or include
               such omitted fact;

          (l)  to provide such  co-operation and assistance as may reasonably be
               required by any independent technical consultant appointed by and
               at the cost of the  Borrower  (having  first  consulted  with the
               Lenders  as to the  identity  and  suitability  of the  technical
               consultant) to oversee or report on the construction, maintenance
               and/or operation of the Vessel at any time;

          (m)  twelve  (12)  months  prior to the expiry of the Swap  Agreement,
               agree whether any interest rate hedging  strategy is necessary in
               order to protect  the  interests  of the  Lenders in  relation to
               interest payments scheduled to be made under this Agreement,  and
               if the  same is  considered  in good  faith  by the  Agent  to be
               prudent  (having regard to the then  prevailing  market  interest
               rates  and  their  volatility  and the  amount  of the Loan  then
               outstanding)  to agree the scope and  duration of such  strategy;
               and

          (n)  submit to the Agent, before the Delivery Date, a schedule for and
               its policies in relation to establishing  reserves to fund day to
               day and scheduled  operating expenses of the Vessel over the term
               of the Charter and to fund contingency reserves.

8.02      The  Borrower  hereby  undertakes  with the Lenders and the Agent that
          during the Loan  Period the  Borrower  shall not,  without the express
          prior written consent and approval of the Lenders:

          (a)  permit after the Delivery Date any  Encumbrance to exist upon the
               Vessel (other than (1) the Mortgage and  Permitted  Encumbrances,
               (2) liens for taxes not  delinquent  or being  contested  in good
               faith,  (3)  deposits or pledges to secure  performance  of bids,
               tenders,  contracts  (other  than  contracts  for the  payment of
               Borrowed Money), leases, public or statutory obligations,  surety
               or appeal  bonds,  or other  deposits or pledges for  purposes of
               like general nature  incurred in the ordinary course of business,
               (4) liens for current  crews'  wages and liens for  salvage,  (5)
               liens or other  Encumbrances  arising in the  ordinary  course of
               business  or by  operation  of law (each of (2) to (5)  inclusive
               above being deemed to be Permitted  Encumbrances for the purposes
               of this Clause 8.02)); or sell all or part of, the Vessel; or

          (b)  cause any debentures to be issued, nor create,  incur,  permit to
               exist or assume any  mortgage,  pledge,  lien,  fixed or floating
               charge or other  security  interest or  Encumbrance  upon or with
               respect to any of its  property or assets or assign or  otherwise
               convey  any  rights  to  receive  income,  other  than  Permitted
               Encumbrances; or

                                    Page 26
<Page>

          (c)  create, incur, assume, suffer to exist or in any manner become or
               remain  liable for any  Indebtedness  for  Borrowed  Money or for
               lease rentals,  other than (1) Indebtedness under the Contract or
               normally  associated with the day to day operation of the Vessel,
               or otherwise in the normal course of business, in each case which
               is not material,  (2)  Indebtedness  under this Agreement and the
               other  Security  Documents  and (3)  Indebtedness,  including all
               shareholder's  advances,  which by its terms is  subordinate  and
               subject in right of  payment to the prior  payment in full of the
               Indebtedness under or pursuant to this Agreement and the Security
               Documents; or

          (d)  assume,  guarantee,  endorse,  contingently  agree to purchase or
               provide funds for the payment of, agree to maintain the net worth
               or working  capital  of or  otherwise  support or "keep  well" or
               otherwise become liable in respect of any material  obligation of
               any  person,   except  (1)  by  the   endorsement  of  negotiable
               instruments for deposit or collection or similar  transactions in
               the ordinary course of business,  or (2) in favour of the Lenders
               and/or the Agent; or

          (e)  make any loan or  advance  to any  person,  other  than  loans or
               advances  which are made in the  ordinary  course of business and
               which are not material; or

          (f)  incur any  Indebtedness  to any of the  Chargors or any of its or
               their  associated   companies  which  does  not  rank  after  its
               Indebtedness under this Agreement in priority of payment; or

          (g)  redeem, repay,  purchase,  cancel or otherwise return, acquire or
               reduce  all or any  class  or part of its  issued  share  or loan
               capital   (the   written   consent  of  the  Lenders  not  to  be
               unreasonably withheld); or

          (h)  permit any transfer or change in the registered  ownership of any
               of its issued shares at the date of this  Agreement,  or allot or
               issue any new  shares,  or grant or permit  the  granting  of any
               option to  acquire  any of its  issued or  unissued  shares  (the
               written consent of the Lenders not to be unreasonably  withheld);
               or

          (i)  acquire any vessel other than the Vessel; or

          (j)  carry  on or  engage  in or be  concerned  with any  business  or
               activities  except those of owner and operator of an  ocean-going
               vessel and activities incidental thereto; or

          (k)  sell,  lease,  transfer  or  otherwise  dispose  of, or (save for
               requisitions for hire or requisitions of title) cease to exercise
               full and direct  control  over any part of its  present or future
               undertaking,  properties,  assets, rights or revenues (whether by
               one or series of transactions, related or not); or

          (l)  change  its  accounting  periods  or its  auditors  (the  written
               consent of the Lenders not to be unreasonably withheld); or

          (m)  factor,  sell,  assign,  discount  or  otherwise  dispose  of any
               present or future book or other debts,  claims or securities  for
               money; or

          (n)  form or  co-operate  in the  formation of, or purchase or acquire
               any Subsidiary; or

          (o)  permit any change to be made in its overall control or permit any
               material change to be made in its management (the written consent
               of the Lenders not to be unreasonably withheld); or

          (p)  amalgamate, merge or consolidate with any other company or person
               or undertake,  undergo,  enter into or become subject to any kind
               of  reconstruction or reorganisation or any scheme or arrangement
               for any of the foregoing; or

          (q)  up to and including  the Delivery  Date,  permit its  Debt/Equity
               Ratio to be more than 78:22.


                                    Page 27
<Page>

8.03      The Borrower hereby undertakes with the Lenders and/or the Agent that,
          from the Delivery  Date and so long as any moneys are owing under this
          Agreement or any of the other Security Documents, the Borrower will:

          (a)  ensure that the Vessel is:

              (i)    in the absolute and unencumbered  ownership of the Borrower
                     and registered in the name of the Borrower, subject only to
                     the Mortgage and any Permitted Encumbrances,  which will be
                     registered  against  the Vessel  through  the Office of the
                     Deputy  Commissioner of Maritime Affairs of the Republic of
                     Liberia in New York;

              (ii)   on each occasion  immediately  before the vessel leaves any
                     port,  operationally  sea-worthy  and in every  way fit for
                     service  under  and in  compliance  with  the  terms of the
                     Charter;

              (iii)  classed and insured in  accordance  with the  provisions of
                     the Mortgage and the General Assignment; and

              (iv)   on time  charter to the  Charterer  (or any other  party to
                     which the  Charterer is entitled to assign its rights under
                     the Charter in circumstances  where it remains fully liable
                     under the Charter) under the Charter (or on time charter to
                     any other  charterer under any other charter in replacement
                     of the Charter  which the  Borrower may enter into with the
                     prior written  consent of the Lenders which the Lenders may
                     withhold  entirely at their  discretion)  at a rate of hire
                     sufficient to meet the operating and  maintenance  expenses
                     of the Vessel and the Borrower's payment  obligations under
                     this Agreement and the Security Documents;

          (b)  not  permit  any  company  other  than the  Manager or such other
               company  as shall be  approved  in  writing  by the  Agent  (such
               consent not to be  unreasonably  withheld),  to be the manager of
               the Vessel;

          (c)  not permit any  company  other than  Gotaas-Larsen  International
               Limited, or such other company as shall be approved in writing by
               the  Agent  (such  approval  not  to  be  unreasonably  withheld,
               provided  (without  limitation)  that the Agent may  withhold its
               consent  if the  rights  or  interests  of the Agent  and/or  the
               Lenders might be adversely affected) to be the Sub-manager of the
               Vessel under the Sub-Management Agreement;

          (d)  not without the  consent of the Lenders  (such  consent not to be
               unreasonably withheld) change the flag or registry of the Vessel;
               and

          (e)  ensure that the Borrower shall furnish the Agent for distribution
               to the Lenders from time to time promptly on request:

              (i)    documentary    evidence   of   the   Vessel's   provisional
                     registration  (and  subsequently  the  Vessel's   permanent
                     registration,  which  the  Borrower  undertakes  to  obtain
                     within  270 days of the  Delivery  Date) in the name of the
                     Borrower  under  the  laws  and  flag  of the  Republic  of
                     Liberia;

              (ii)   all such  information  as the Agent shall from time to time
                     reasonably  require  regarding the Vessel,  her employment,
                     position and  engagements,  particulars  of all towages and
                     salvages,  copies of all charters and other  contracts  for
                     her employment or otherwise howsoever concerning her;

              (iii)  at the request of the Agent,  on no more than one  occasion
                     in each twelve (12) month period,  provide the Agent at the
                     expense  of the  Borrower  with a  valuation  report of the
                     Vessel by an independent broker or valuer acceptable in all
                     respects to the Agent; and

                                    Page 28
<Page>

              (iv)   all such  information  as the Agent shall from time to time
                     reasonably  require  regarding  all  insurances  on  or  in
                     respect of the Vessel  and  copies of all  policies,  cover
                     notes and all other  contracts of insurance  which are from
                     time to time  taken out or  entered  into in respect of the
                     Vessel or otherwise howsoever in connection with the Vessel
                     so that the Agent is at all times able to determine whether
                     the Vessel has been  adequately  insured as provided for in
                     the Mortgage and the General Assignment;

          (f)  disclose  to the Agent all  material  agreements  relevant to the
               Loan and the Relevant  Documents  made by or between the Borrower
               and any other parties to any Relevant  Document,  and to disclose
               any  other  material  agreements  relevant  to the  Loan  and the
               Relevant Documents of which it becomes aware;

          (g)  provide  the  Agent for  distribution  to the  Lenders  financial
               information  relating  to the  Vessel  and  its  operations  when
               requested and in any event semi-annually;

          (h)  upon first demand by the Agent and subject always to the Borrower
               obtaining  the  consent  of the  Charterer,  which  the  Borrower
               undertakes to use its best  endeavours  to obtain),  transfer the
               Vessel from the Liberian  Registry to such other  registry as the
               Agent and the  Borrower  may  agree,  or failing  agreement  such
               registry as the Agent may nominate, and subject to a new mortgage
               in favour of the Agent such form as the Agent may require.

8.04      The Borrower hereby undertakes with the Lenders and the Agent that:-

          (a)  without  prejudice to any other retentions to be made pursuant to
               the  provisions  of the Security  Documents,  the Borrower  shall
               establish  with the Trustee a debt  reserve  fund which,  for the
               period of five (5)  years  from the  Delivery  Date  shall,  once
               established, be:

              (i)    in the period up to and including the First  Repayment Date
                     maintained in an amount not less than the aggregate amounts
                     of principal,  Net Interest and other moneys payable by the
                     Borrower under the Financial Agreement, the Swap Agreements
                     and the Additional  Swap  Agreements on the First Repayment
                     Date; and

              (ii)   following the First Repayment Date, maintained in an amount
                     not less  than the  aggregate  amounts  of  principal,  Net
                     Interest and other moneys payable by the Borrower under the
                     Financial Agreement, the Swap Agreements and the Additional
                     Swap Agreements  during a period of six (6) months from the
                     first day of each Interest Period (such sum as conclusively
                     certified  by the Agent in  accordance  with Clause 5.04 of
                     the  Collateral  Agreement)  and  thereafter  (provided (i)
                     there has been no default  which is  continuing  under this
                     Clause  8.04(a) and (ii) the Agent has expressly  consented
                     having first obtained  approval from the Majority  Lenders)
                     shall be  maintained in an amount not less than a sum equal
                     to five (5) months' debt service requirement  (certified as
                     aforesaid) for the remainder of the Security Period;


                                    Page 29
<Page>

          (b)  on  the  first  Repayment  Date  and  thereafter  throughout  the
               remainder of the Loan Period,  the Borrower shall maintain a debt
               service coverage ratio ("DCR") at or above 1.10:1 where

                                 Cash Available

               DCR  =
                      -----------------------------------

                      Loan principal, Net Interest and fees and expenses payable
                      under this  Agreement  and the Security  Documents  (i) in
                      respect  of the first  Repayment  Date,  in the six months
                      immediately  preceding the first  Repayment Date, and (ii)
                      in  respect  of any other  Repayment  Date,  in the period
                      commencing on (but  excluding) the  immediately  preceding
                      Repayment Date and completing on (and  including) the next
                      ensuing Repayment Date (each a "repayment period"); and

          (c)  the Borrower  will not without the prior  written  consent of the
               Agent pay any  dividends  prior to the first  Repayment  Date and
               thereafter  only  out of  funds  standing  to the  credit  of the
               Surplus  Account (as  defined in the  Collateral  Agreement)  and
               subject to (i) compliance  with the provisions of sub-clauses (a)
               and (b)  above,  (ii)  maintaining  the Debt  Service  Reserve as
               required by clause 5 of the  Collateral  Agreement,  and (iii) no
               Default  having  occurred and  continuing,  and (iv) the Borrower
               confirming  in writing  to the Agent that it does not  anticipate
               any cash  deficiency  which might  prevent it meeting  forecasted
               operating  costs  and  capital  expenditure  of  the  Vessel  and
               scheduled payments under this Agreement,  the Swap Agreements and
               the Additional Swap Agreements during the immediately  succeeding
               12 month period.

9.        CONDITIONS

9.01      The obligation of the Lenders to make the COMMITMENT  AVAILABLE  shall
          be subject to the  condition  that the Agent,  or its duly  authorised
          representative,  shall have  received  no later than SEVEN (7) BANKING
          DAYS before the day on which the FIRST DRAWDOWN  NOTICE for an Advance
          is given, the documents and evidence specified in PART 1 OF SCHEDULE 3
          in form and substance satisfactory to the Agent.

9.02      The  obligation of the Lenders to make EACH  SUBSEQUENT  ADVANCE other
          than  the  Advance  on the  Delivery  Date  shall  be  subject  to the
          condition that the Agent, or its duly authorised representative, shall
          have received no later than the DATE ON WHICH THE DRAWDOWN  NOTICE FOR
          SUCH ADVANCE IS GIVEN, the documents and evidence  specified in PART 2
          OF SCHEDULE 3, in form and substance satisfactory to the Agent.

9.03      The obligation of the Lenders to make the ADVANCE ON THE DELIVERY DATE
          available or to maintain the Loan on or after the Delivery Date, shall
          be subject to the  condition  that the Agent,  or its duly  authorised
          representative,  shall have  received  NO LATER THAN THE DATE ON WHICH
          THE  DRAWDOWN  NOTICE for such  Advance is given,  the  documents  and
          evidence  specified  in PART 3 OF  SCHEDULE  3, in form and  substance
          satisfactory to the Agent.

9.04      The obligation of the Lenders to make the ADVANCE ON THE DELIVERY DATE
          available or to maintain the Loan on or after the Delivery Date, shall
          be subject to the  condition  that the Agent,  or its duly  authorised
          representative,  shall have  received ON OR PRIOR TO THE DELIVERY DATE
          the documents  and evidence  specified in PART 4 OF SCHEDULE 3 in form
          and substance satisfactory to the Agent.

                                    Page 30
<Page>

9.05      The  obligation  of the  Lenders to make any Advance is subject to the
          further condition that at the time of giving each Drawdown Notice for,
          and at the time of the making of, each Advance:

          (a)  the  representations  and  warranties set out in Clauses 7.01 and
               7.02 (and so that the  representation and warranty in Clause 7.01
               (f)  shall  for this  purpose  refer to the then  latest  audited
               financial  statements  delivered  to the Agent under  Clause 8.01
               (e)) are true and  correct on and as of each such time as if each
               was made with respect to the facts and circumstances  existing at
               such time; and

          (b)  no Default  shall have occurred and be continuing or would result
               from the making of the Advance.

9.06      Not later than seven (7)  Banking  Days prior to the date on which any
          Advance  is to be  drawndown  or,  as the case may be,  each  Interest
          Payment Date, the Agent may request and the Borrower shall,  not later
          than two (2) Banking Days prior to such date if it is  practicable  to
          do so,  or  otherwise  (with  the  consent  of the  Agent)  as soon as
          possible  thereafter,  deliver  to the Agent on such  request  further
          information  as to any or all of the matters  which are the subject of
          Clauses 7, 8, 9 and 10.

9.07      The conditions precedent set out in this Clause 9 are inserted for the
          sole  benefit  of the  Lenders,  and may be waived on their  behalf in
          whole or in part and with or without  conditions  by the Lenders on or
          before the relevant Drawdown Date without prejudicing the right of the
          Agent acting on instructions from the Lenders to require fulfilment of
          such conditions in whole or in part at any time thereafter.

10.       EVENTS OF DEFAULT

10.01     There shall be an Event of Default if:

          (a)  the  Borrower  fails  to pay any sum  payable  by it  under  this
               Agreement  and/or  any  of the  Relevant  Documents  at the  time
               stipulated in this Agreement or such Relevant Document within two
               (2)  Banking  Days of the due  date  (or,  in the case of any sum
               payable on demand,  within five (5) Banking Days of demand) or in
               the  currency or in the manner  stipulated  in this  Agreement or
               such Relevant Document; or

          (b)  the Borrower or any other party (if any,  other than the Lenders,
               the  Counterparties and the Agent) commits any material breach of
               or omits to observe any of its obligations or undertakings  under
               this Agreement  and/or any of the Relevant  Documents (other than
               the Sales Contract and the Trustee and Paying Agent Agreement and
               other  than as  referred  to in  sub-clause  (a) above)  and,  in
               respect of any such  breach or  omission  or any Event of Default
               described  below which in the reasonable  opinion of the Agent is
               capable  of  remedy,  such  action as the  Agent  may  reasonably
               require  shall not have been taken  within seven (7) Banking Days
               of the Agent  notifying the Borrower or, as the case may be, such
               other party of such default and of such required action; or

          (c)  any  representation  or  warranty  made or  deemed  to be made or
               repeated by or in respect of the  Borrower or any other party (if
               any, other than the Lenders, the Counterparties and the Agent) in
               or  pursuant  to  this  Agreement  and/or  any  of  the  Relevant
               Documents or in any notice,  certificate or statement referred to
               in or delivered  under this Agreement  and/or any of the Relevant
               Documents is or proves to have been  materially  incorrect in any
               material respect with reference to the facts existing at the date
               on which such representation or warranty was made or deemed to be
               made or repeated  and the Majority  Lenders  consider the same is
               likely to have an adverse  affect on the ability of the  Borrower
               or such other party to fulfil its respective material obligations
               under this Agreement or under any of the Relevant Documents; or

          (d)  any material Indebtedness of the Borrower is not paid when due or
               becomes  due or capable of being  declared  due prior to the date
               when it would  otherwise  have  become due (unless as a result of
               the exercise by the Borrower of a voluntary  right of prepayment)
               or any material  guarantee or indemnity  given by the Borrower in
               respect of Indebtedness is not honoured when due and called upon;
               or


                                    Page 31
<Page>

          (e)  any   consent,   authorisation,   licence  or   approval   of  or
               registration with or declaration to governmental or public bodies
               or  authorities  or courts  required by the Borrower or any other
               party (if any, other than the Lenders, the Counterparties and the
               Agent) to  authorise,  or required  by the  Borrower or any other
               party (if any, other than the Lenders, the Counterparties and the
               Agent) in connection  with,  the execution,  delivery,  validity,
               enforceability  or  admissibility  in evidence of this  Agreement
               and/or any of the Relevant  Documents or the  performance  by the
               Borrower  or any  such  party  of its  obligations  hereunder  or
               thereunder is modified in a manner  unacceptable  to the Agent or
               is not granted or is revoked or  terminated or expires and is not
               renewed or otherwise ceases to be in full force and effect or the
               Borrower or any such party  defaults in the  observance of any of
               the conditions or  restrictions  imposed in or in connection with
               any of the same and the  Majority  Lenders  consider  the same is
               likely to have an adverse  affect on the ability of the Borrower,
               or  such  other  party,   to  fulfil  its   respective   material
               obligations   under  this   Agreement  or  any  of  the  Relevant
               Documents; or

          (f)  a  creditor  attaches  or takes  possession  of,  or a  distress,
               execution,  sequestration  or other process is levied or enforced
               upon  or  sued  out  against  any of the  material  undertakings,
               assets,  rights or revenues of the Borrower and is not discharged
               within seven (7) Banking Days; or

          (g)  the Borrower suspends payment of its debts or is unable or admits
               inability  to pay  its  debts  as  they  fall  due  or  commences
               negotiations with one or more of its creditors with a view to the
               general  readjustment  or  rescheduling  of  all or  part  of its
               indebtedness  or proposes or enters into any composition or other
               arrangement  for  the  benefit  of  its  creditors  generally  or
               proceedings  are commenced in relation to the Borrower  under any
               law,  regulation  or  procedure  relating  to  reconstruction  or
               readjustment of debts; or

          (h)  the  Borrower  takes  any  action or any  legal  proceedings  are
               started  or  other  steps  taken  for  (i)  the  Borrower  to  be
               adjudicated  or found  bankrupt  or  insolvent  (ii)  other  than
               pursuant to a voluntary reconstruction or voluntary amalgamation,
               the winding-up or dissolution of the Borrower or (iii) other than
               pursuant to a voluntary reconstruction or voluntary amalgamation,
               the  appointment  of a liquidator,  trustee,  receiver or similar
               officer  of the  Borrower  or of the  whole  or any  part  of its
               undertakings,  assets,  rights or revenues save for those actions
               or  legal  proceedings  considered  by  the  Agent  in  its  sole
               discretion to be vexatious or malicious and which are  discharged
               or stayed within 30 days ; or

          (i)  any event  occurs or  proceedings  is taken  with  respect to the
               Borrower in any  jurisdiction to which it is subject which has an
               effect  equivalent  or similar to any of the events  mentioned in
               Clause 10.01(f), (g) or (h); or

          (j)  the Borrower  suspends or ceases or threatens to suspend or cease
               to carry on its business; or


                                    Page 32
<Page>

          (k)  all or a part  deemed  material  by the  Majority  Lenders of the
               undertakings,  assets,  rights or revenues of, or shares or other
               ownership  interests  in, the Borrower are seized,  nationalised,
               expropriated or  compulsorily  acquired by or under the authority
               of any  government  (save that this paragraph (k) shall not apply
               in relation to the Vessel in  circumstances  where the  Insurance
               proceeds (if any) in relation to such  seizure,  nationalisation,
               expropriation or compulsory  acquisition are sufficient to repay,
               and  result  in  the  repayment  in  full  of,  the   Outstanding
               Indebtedness with 120 days of such occurrence); or

          (l)  any of the  Relevant  Documents  shall  at any  time  and for any
               reason  become  invalid or  unenforceable  or otherwise  cease to
               remain  in  full  force  and  effect,   or  if  the  validity  or
               enforceability of any of the Relevant Documents shall at any time
               and for any reason be contested by any party thereto  (other than
               the Lenders,  the  Counterparties  and the Agent), or if any such
               party  shall  deny  that it has any,  or any  further,  liability
               thereunder or it becomes  impossible or unlawful for the Borrower
               or any  other  party  (if any) to any of the  Relevant  Documents
               (other than the  Lenders,  the  Counterparties  and the Agent) to
               fulfil any of the material covenants and obligations contained in
               any of the Relevant Documents or for the Lenders and/or the Agent
               to exercise the rights or any of them vested in it  thereunder or
               otherwise; or

          (m)  there occurs, in the opinion of the Majority Lenders,  a material
               adverse  change in the  financial  condition  of the  Borrower by
               reference  to the  financial  statements  referred  to in  Clause
               7.01(f) and/or Clause 8.01 (e); or

          (n)  any other  event  occurs or  circumstance  arises  which,  in the
               opinion  of  the  Majority  Lenders,  is  likely  materially  and
               adversely to affect either (i) the ability of the Borrower or any
               other party (if any, other than the Lenders,  the  Counterparties
               and  the  Agent)  to  perform  all  or any  of  their  respective
               obligations  under or  otherwise to comply with the terms of this
               Agreement  and/or  any of the  Relevant  Documents  or  (ii)  the
               security  created by this  Agreement  and/or any of the  Relevant
               Documents; or

          (o)  any  Encumbrance  in  respect  of any of the  property  (or  part
               thereof)  which is the subject of the Security  Documents (or any
               of them) becomes enforceable; or

          (p)  there is any change in the ultimate legal or beneficial ownership
               of the  shares in the  Borrower  or,  without  the prior  written
               consent of the Agent, the Manager or the Sub-manager; or

          (q)  the  Borrower or any other party  (other  than the  Lenders,  the
               Counterparties and the Agent) repudiates this Agreement or any of
               the  Relevant  Documents  or does or causes or permits to be done
               any act or  thing  evidencing  an  intention  to  repudiate  this
               Agreement or any of the Relevant Documents; or

          (r)  any of the Relevant Documents is breached in any material respect
               or terminated  or cancelled by any party thereto  (other than the
               Lenders, the Counterparties and the Agent) or any moneys assigned
               pursuant to any of the Security  Documents are paid other than as
               provided therein; or

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<Page>

          (s)  any of the events  referred to in paragraphs  (d), (f), (g), (h),
               (i) or (j) above  occurs  mutatis  mutandis  in  relation  to the
               Charterer,  the  Manager,  the  Sub-manager,  the  issuers of the
               Letters of  Undertaking,  any of the  Chargors  or,  prior to the
               Delivery Date,  the Contractor or the Builder (save,  in the case
               of the Manager and/or the Sub-manager,  in circumstances  where a
               replacement acceptable to the Agent is appointed within seven (7)
               Banking Days and subject to such  conditions as the Agent may see
               fit); or

          (t)  the Borrower, the Manager or the Sub-manager fails to comply with
               all national and international  conventions,  laws, and the rules
               and  regulations  thereunder,  applicable  to the  Borrower,  the
               Manager,  the  Sub-manager  or  the  Vessel,   including  without
               limitation,  all other  national and  international  conventions,
               laws, rules and regulations  relating to  environmental  matters,
               including  discharges of oil,  petroleum,  petroleum products and
               distillates,  chemicals,  pollutions and other substances if such
               failure, in the opinion of the Majority Lenders, could reasonably
               be expected to have a material  adverse  effect on the  business,
               assets,  operations,  property  or  financial  condition  of  the
               Borrower or on the security created by the Security Documents; or

          (u)  the  Borrower,  the  Manager,  the  Sub-manager  or the Vessel is
               involved in any incident  involving the  non-compliance  with any
               national or international or other  conventions,  laws, rules and
               regulations   relating  to   environmental   matters,   including
               discharges of oil,  petroleum,  petroleum  distillates  and other
               substances, if such incident could in the opinion of the Majority
               Lenders  reasonably be expected to have a material adverse effect
               on  the  business,  assets,  operations,  property  or  financial
               condition  of the  Borrower  or on the  security  created  by the
               Security  Documents  and in  respect  of any such  non-compliance
               which in the opinion of the Majority Lenders is capable of remedy
               such  action as the Agent may  require  shall not have been taken
               within ten (10) Banking Days of the Agent  notifying the Borrower
               of such required action; or

          (v)  the Borrower or any other relevant party fails or omits to comply
               with any  requirements  of the Vessel's  protection and indemnity
               association  to the  effect  that any  cover  (including  without
               limitation, U.S. Oil Pollution liability if the Vessel if trading
               to the  United  States)  is or may be liable to  cancellation  or
               exclusion  at any time  and,  in the case of any  exclusion,  the
               rights of the Lenders, the Counterparties  and/or the Agent might
               be materially affected; or

          (w)  if for any reason the Vessel is not  delivered  to, and  accepted
               by, the Borrower  under the  Contract on or before 31st  December
               2000 and the Borrower has not established to the  satisfaction of
               the  Majority  Lenders  that their  interests  are not  adversely
               affected.

10.02     The Agent  may and if so  requested  by the  Majority  Lenders  shall,
          without  prejudice  to any other  rights of the  Lenders,  at any time
          after  the  happening  of an Event of  Default  so long as the same is
          continuing by notice to the Borrower declare that:

          (a)  the obligation of the Lenders to make any Advance to the Borrower
               shall be terminated,  whereupon the aggregate Commitment shall be
               reduced to zero forthwith; and/or

          (b)  the Loan and all  interest  accrued  and all other  sums  payable
               under this  Agreement and the Security  Documents have become due
               and  payable,   whereupon  the  same  shall,  immediately  or  in
               accordance with the terms of such notice, become due and payable.

11.       INDEMNITIES

11.01     The Borrower hereby undertakes and agrees to indemnify the Lenders and
          the Agent on demand,  without  prejudice to any of the other rights of
          the  Lenders  and the Agent  under  this  Agreement  and/or any of the
          Security Documents, against any loss (including any breakage costs and
          any loss  incurred as a result of  unwinding  any  interest  rate swap


                                    Page 34
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          arrangements  contained in any Swap Agreement) or expense in excess of
          any  additional  interest  received  by the  Lenders  and/or the Agent
          pursuant  to Clause  3.04 which the  Lenders  and/or  the Agent  shall
          certify as  sustained  or incurred by it as a  consequence  of (i) any
          default in payment by the Borrower of any sum under this  Agreement or
          any of the Security  Documents  when due,  (ii) the  occurrence of any
          Event of Default,  (iii) any  prepayment  of the Loan or part  thereof
          being made under Clauses 4.02, 4.03, 12.01,  12.02, or 12.03 otherwise
          than on the last day of an Interest Period relating to the part of the
          Loan  prepaid or (iv) any  Advance not being drawn down for any reason
          (excluding  any default by the Lenders and the Agent) after a Drawdown
          Notice has been given,  including,  in any such case,  but not limited
          to,  any loss or expense  sustained  or  incurred  in  maintaining  or
          funding  the  Advance  or  any  part  thereof  or  in  liquidating  or
          re-employing  deposits  from  third  parties  acquired  to  effect  or
          maintain the Loan or any part thereof.

11.02     If any sum due from the  Borrower  under this  Agreement or any of the
          Security  Documents or any order or judgment given or made in relation
          hereto has to be converted from the currency ("the first currency") in
          which  the  same is  payable  under  this  Agreement  or the  relevant
          Security  Document  or under  such  order  or  judgment  into  another
          currency  ("the  second  currency")  for the  purpose of (i) making or
          filing a claim or proof against the Borrower,  (ii) obtaining an order
          or judgment  in any court or other  tribunal  or (iii)  enforcing  any
          order or judgment  given or made in relation to this  Agreement or any
          of the Security  Documents,  the  Borrower  shall  indemnify  and hold
          harmless  the Lenders  and/or the Agent,  as the case may be, from and
          against any loss  suffered as a result of any  difference  between (a)
          the rate of  exchange  used for such  purpose  to  convert  the sum in
          question from the first currency into the second  currency and (b) the
          rate or rates of exchange at which the  Lenders  and/or the Agent,  as
          the case may be, may in the ordinary  course of business  purchase the
          first currency with the second  currency upon receipt of a sum paid to
          it in satisfaction,  in whole or in part, of any such order, judgment,
          claim or proof.  Any amount due from the  Borrower  under this  Clause
          11.02  shall be due as a separate  debt and shall not be  affected  by
          judgment  being obtained for any other sums due under or in respect of
          this Agreement or any of the Security  Documents and the term "rate of
          exchange"  includes  any  premium  and costs of  exchange  payable  in
          connection  with the  purchase of the first  currency  with the second
          currency.  Provided that there is no  continuing  Default and that the
          Borrower has paid all amounts outstanding under this Agreement and the
          Security  Documents,  any surplus arising from any exchange  operation
          referred to in this Clause  11.02 shall be promptly  paid by the Agent
          or the Lender  concerned (as the case may be) to the Borrower or as it
          may direct. If amounts remain  outstanding under this Agreement and/or
          the Security  Documents,  then any such  surplus  shall be paid by the
          Agent or the Lender  concerned to the Earnings  Account (as defined in
          the Collateral Agreement).

11.03     The  Borrower  shall not be obliged  under this Clause 11 to indemnify
          any Lender or the Agent against a loss or liability to the extent that
          such loss or liability is a direct result of the wilful  misconduct of
          that Lender or the Agent, as the case may be.

12.       UNLAWFULNESS, INCREASED COSTS, ALTERNATIVE INTEREST RATES

12.01     If any law,  regulation  or  regulatory  requirement  or any judgment,
          order or  direction of any court,  tribunal or authority  binding upon
          the Lenders in the jurisdiction in which they are respectively  formed
          or has their  respective  principal or lending  office or in which any
          action is required to be  performed  by them for the  purposes of this
          Agreement  (whether or not in force before the date of this Agreement)
          renders it unlawful for any Lender to make or maintain its  Commitment
          or maintain  or fund the Loan or any part  thereof or to carry out any
          of its other  obligations  under  this  Agreement  such  Lender  shall
          promptly inform the Agent who shall forthwith inform the Borrower.  If
          it  shall  be so  unlawful  for any  Lender  to  maintain  or fund its


                                    Page 35
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          Commitment or the Loan, the Agent shall,  at the request and on behalf
          of such  Lender,  shall  give  notice to the  Borrower  reducing  such
          Lender's  Commitment  to zero and/or  requiring the Borrower to prepay
          such Lender's  Contribution  by the latest date permitted by such law,
          regulation,  regulatory requirement,  judgment, order or direction and
          the Borrower  shall prepay such  Lender's  Contribution  in accordance
          with and  subject to the terms of such  notice and the  provisions  of
          Clause 12.04.  Without  prejudice to the obligation of the Borrower to
          make such  prepayment,  the Borrower,  the Agent and such Lender shall
          negotiate  in good faith for a period not  exceeding  thirty (30) days
          with a view to such Lender  making  available  its  Commitment  and/or
          maintaining its Contribution in whole or part in a manner which is not
          unlawful.

12.02     If any law,  regulation  or  regulatory  requirement  or any judgment,
          order or  direction of any court,  tribunal or authority  binding upon
          any  Lender  in the  jurisdiction  in  which it is  formed  or has its
          principal  or lending  office or in which any action is required to be
          performed by it for the purposes of this Agreement taking effect after
          the date of this  Agreement or if  compliance  by such Lender with any
          direction,  request or requirement (whether or not having the force of
          law) of any monetary agency, central bank or competent governmental or
          other authority shall:

          (a)  subject  such  Lender to Taxes or change the basis of Taxation of
               such Lender  with  respect to any  payment  under this  Agreement
               (other  than Taxes or  Taxation on the overall net income of such
               Lender  imposed in the  jurisdiction  in which its  principal  or
               lending office under this Agreement is located); or

          (b)  impose,  modify or deem  applicable any reserve  requirements  or
               require the making of any special  deposits against or in respect
               of any assets or liabilities of, deposits with or for the account
               of, or loans by, such Lender; or

          (c)  impose on such Lender any other  condition  with  respect to this
               Agreement or its obligations under this Agreement,

          and, as a result of any of the  foregoing,  the cost to such Lender of
          making or keeping its  Commitment  available or maintaining or funding
          its  Contribution  is increased or the amount payable or the effective
          return to such Lender  under this  Agreement is reduced or such Lender
          makes a payment or forgoes a return on or  calculated  by reference to
          any amount payable to it under this  Agreement,  then and in each such
          case:

          (i)  such Lender shall forthwith  notify the Agent whereupon the Agent
               shall forthwith notify the Borrower.  The notification shall give
               particulars in reasonable detail of the circumstances giving rise
               to the event and of how such Lender may be affected;

          (ii) without in any way limiting, reducing or otherwise qualifying the
               obligations  of the Borrower  under this  Agreement,  such Lender
               shall,  in  consultation  with the Agent,  endeavour to take such
               reasonable  steps as may be open to it to mitigate or remove such
               circumstances  including (without obligation) the transfer of its
               rights and  obligations  under this  Agreement  to another of its
               lending offices or an Affiliate, in each case not affected by the
               relevant  circumstances  unless to do so might (in the opinion of
               such Lender) be prejudicial to such Lender or be in conflict with
               such Lender's  general banking policies or involve such Lender in
               expense or an increased administrative burden;


                                    Page 36
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          (iii)on demand the Borrower  shall pay to the Agent for the account of
               such  Lender  the  amount  which  such  Lender  specifies  (in  a
               certificate  setting forth the basis of the  computation  of such
               amount) is required to compensate  such Lender for such increased
               cost,  reduction,  payment  or  forgone  return.  The  Borrower's
               obligation to make any such payment shall be conditional upon the
               Agent  delivering  to  the  Borrower  with  each  such  demand  a
               certificate from such Lender  specifying in reasonable detail the
               nature of the increased cost and the dates from which it applied;
               and

          (iv) the  Borrower  may, at any time after  receipt of such demand and
               certificate  notify  the Agent  that it will  prepay all (but not
               part only) of such Lender's  Contribution  to the Loan  whereupon
               the  Borrower  shall  prepay  an  amount  equal to such  Lender's
               Contribution  to the Loan in  accordance  with and subject to the
               provisions of Clause 12.04.

          Any demand under Clause 12.02 (iii) may be made at any time whether or
          not the Loan has been repaid.

12.03     Clause 12.02 does not apply to, and no amount shall be recoverable
          from the Borrower in respect of, any increased cost:

          (a)  which is compensated in full by the operation of Clause 6.07; or

          (b)  which is,  or is  attributable  to,  any Tax on the  overall  net
               income or profits of the affected Lender.

12.04     (a)  If and  whenever,  at any time prior to the  commencement  of any
               Interest  Period in respect of any Advance,  the Agent shall have
               determined (which determination shall, in the absence of manifest
               error, be conclusive) that:

              (i)    adequate and fair means do not exist for  ascertaining  the
                     Floating  Rate  during  such  Interest  Period  pursuant to
                     Clause 3.02; or

              (ii)   deposits in Dollars are not available to the Lenders in the
                     London  interbank  market  in  sufficient  amounts  in  the
                     ordinary course of business for such Interest Period; or

              (iii)  by reason of  circumstances  affecting the London interbank
                     market  generally  it is  impracticable  for the Lenders to
                     fund or continue to fund such Advance  during such Interest
                     Period;

               the Agent shall forthwith give notice (a "Determination  Notice")
               of such determination to the Borrower and to each of the Lenders.
               After the giving of any Determination Notice the Commitment shall
               not be  borrowed  until  notice to the  contrary  is given by the
               Agent to the Borrower.


                                    Page 37
<Page>

          (b)  During the period of ten (10) days after any Determination Notice
               has been given by the Agent  under  Clause  12.04 (a),  the Agent
               shall  certify  (having  consulted  with  the  Borrower  and  the
               Lenders) an alternative  basis (the  "Substitute  Basis") for the
               making or  continuation  of the Loan.  The  Substitute  Basis may
               (without   limitation)  include  alternative   interest  periods,
               alternative currencies or alternative rates of interest but shall
               include  a  margin  above  the  cost  of  funds  to  the  Lenders
               equivalent to the Margin.  The Substitute  Basis shall be binding
               upon the  Borrower and shall take effect in  accordance  with its
               terms from the date specified in the Determination Notice. During
               the period when a Substitute Basis is in force the Borrower,  the
               Agent and the Lenders shall consult not less frequently than once
               every  thirty  (30)  days with a view to  reverting  to the other
               provisions of this Agreement as soon as practicable.

          (c)  If the Borrower  determines  that it does not wish to continue to
               borrow the Loan on the basis of the Substitute  Basis it shall so
               notify  the  Agent  within  ten  (10)  days  of  receipt  of  the
               certificate  specifying  such  Substitute  Basis,  whereupon  the
               Borrower shall  forthwith  prepay the Loan in accordance with and
               subject to the  provisions of Clause 12.05  together with accrued
               interest  to the  date of  prepayment,  calculated  from the date
               specified in the  Determination  Notice at a rate per annum equal
               to  the  rate  certified  by the  Agent  to be an  interest  rate
               equivalent to the aggregate of (a) the Margin and (b) the cost to
               the Lenders of funding the Loan during the period  commencing  on
               the date specified in the Determination  Notice and ending on the
               date of prepayment.

12.05     When the Loan is prepaid by the  Borrower  pursuant  to this Clause 12
          the Borrower shall, at the time of such  prepayment,  pay to the Agent
          accrued interest thereon to the date of actual payment, any additional
          amount  payable  under  Clause 12.02 and all other sums payable by the
          Borrower to the Agent  and/or the Lenders  pursuant to this  Agreement
          (including,  without limitation,  any amounts payable under Clause 11)
          and pursuant to the Security Documents or any of them.

13.       SECURITY AND SET-OFF

13.01     All moneys  received by the Agent under or pursuant to this  Agreement
          or any of the Security  Documents  and  expressed to be  applicable in
          accordance  with the  provisions of this Clause 13.01 shall be applied
          by the Agent in the following manner:

          (a)  first  in  accordance  with  clause  8 of  the  Security  Sharing
               Agreement;

          (b)  secondly the surplus (if any) shall be paid to the Borrower or to
               whomsoever else may be entitled to receive such surplus.

13.02     The Borrower  hereby  authorises the Lenders at any time following the
          occurrence of a Default for so long as the same is continuing  without
          prejudice  to any  of  the  Lenders'  rights  at  law,  in  equity  or
          otherwise, and without notice to the Borrower:

          (a)  to apply any  credit  balance  standing  upon any  account of the
               Borrower with any branch of the Lenders and in whatever  currency
               in or towards  satisfaction  of any sum due to the Lenders  under
               this Agreement and/or any of the Security Documents;


                                    Page 38
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          (b)  in the name of the  Borrower  and/or any of the Lenders to do all
               such acts and execute all such  documents  as may be necessary or
               expedient to effect such application; and

          (c)  to combine and/or  consolidate all or any accounts in the name of
               the Borrower with the Lenders.

          For all or any of the above  purposes  the Lenders are  authorised  to
          purchase  with the monies  standing  to the credit of such  account or
          accounts  such other  currencies  as may be  necessary  to effect such
          application.  The Lenders  shall not be obliged to exercise  any right
          given to them by this  Clause  13.02.  The  Lenders  shall  notify the
          Borrower  and the  Agent  forthwith  upon the  exercise  or  purported
          exercise  of any right of set-off  giving  full  details  in  relation
          thereto.

13.03     If at any time  the  proportion  which  any  Lender  has  received  or
          recovered  (whether by set-off or otherwise) in respect of its portion
          of any sum due from the Borrower to the Lenders  under this  Agreement
          (other  than a sum  received  for the  account  of that  Lender  alone
          pursuant to Clauses  6.07 or 12) is greater  (the amount of the excess
          being  referred to in this Clause 13.03 as the "excess  amount")  than
          the  proportion  of such  sum  received  or  recovered  by the  Lender
          receiving or  recovering  the smallest or no proportion of its portion
          of such sum:

          (a)  such Lender shall promptly  notify the Agent and shall pay to the
               Agent an amount  equal to the excess  amount and the Agent  shall
               notify the Borrower of receipt of such amount;

          (b)  the Agent shall treat such payment as if it were a payment by the
               Borrower on account of the sum due to all the Lenders  (including
               the Lender to which the  payment was made) to ensure that all the
               Lenders  share  rateably  (in  accordance  with their  respective
               Contributions to the Loan) in the benefit of such amount equal to
               the excess amount; and

          (c)  as between  the  Borrower  and such  Lender  the excess  shall be
               treated as not having been paid

          Provided that:

          (i)  such Lender shall not be obliged to share any excess amount which
               it  receives  as  a  result  of  or  in  connection   with  legal
               proceedings which it takes to recover sums owing to it under this
               Agreement  with any other  Lender which has a legal right to, but
               does not, join in such  proceedings  (unless such proceedings are
               instituted  without prior notice having been given by such Lender
               to the other Lenders through the Agent); and

          (ii) if any part of the relevant  receipt by such Lender is thereafter
               required to be repaid to the  Borrower,  the other  Lenders shall
               repay to the Agent for the  account of such Lender such amount as
               shall be necessary to ensure that all the Lenders share  rateably
               (in accordance with their  respective  Contributions to the Loan)
               in the amount of the receipt retained and the other provisions of
               (b) and (c) above shall apply only to the retained amount.

13.04     The Borrower hereby undertakes that

          (a)  except  insofar as  enforcement  may be limited by any applicable
               laws  relating  to  bankruptcy,  insolvency,  administration  and
               similar laws affecting  creditors' rights  generally,  and except
               insofar as stated in any  qualification or reservation  contained
               in any original  legal  opinion  given for the purpose of or as a
               condition  precedent to this  Agreement,  the Security  Documents
               shall both at the date of execution and delivery  thereof and, so
               long as any moneys are owing under this  Agreement or thereunder,
               be  valid  and  binding  obligations  of the  respective  parties
               thereto and rights of the Lenders  and the Agent  enforceable  in
               accordance with their respective terms; and


                                    Page 39
<Page>

          (b)  it will, at its own expense,  execute,  sign, deliver,  register,
               perfect and do and perform any and every such  further  mortgage,
               charge,  pledge,  lien,   hypothecation,   assignment,   security
               interest, assurance,  document, deed, instrument, act or thing as
               in the  reasonable  opinion  of the  Agent  may be  necessary  or
               desirable for perfecting the security contemplated or constituted
               by the Security Documents.

13.05     The Security  Documents are supplemental to this Agreement and, in the
          event of any conflict, the provisions of this Agreement shall prevail.

14.       ASSIGNMENT AND LENDING OFFICES

14.01     This  Agreement  shall be binding upon,  and enure for the benefit of,
          the  Lenders,   the  Agent  and  the  Borrower  and  their  respective
          successors.

14.02     The  Borrower  may  not  assign  or  transfer  any  of its  rights  or
          obligations under this Agreement.

14.03     Each Lender (an  "existing  Lender") may assign or transfer all or any
          part of its rights,  benefits and/or  obligations under this Agreement
          and the Security Documents to any one or more banks or other financial
          institutions  (in the case of an assignment,  an "Assignee" and in the
          case of a transfer a  "Transferee").  Written notice of any assignment
          of all or  part of any  Lender's  rights  and/or  benefits  under  the
          Agreement  and the Security  Documents  shall be given to the Borrower
          and the Agent as soon as  possible  after the same has been  effected.
          Any  transfer of all or part of any  Lender's  obligations  under this
          Agreement before the Delivery Date may only be effected with the prior
          written  consent of the Borrower,  such consent not to be unreasonably
          withheld  and the request for which  shall be promptly  responded  to,
          unless the Transferee shall be an Affiliate  company of such Lender or
          another  existing  Lender  (in  which  case no such  consent  shall be
          required, the Borrower consenting to such transfer by its execution of
          this  Agreement  provided  that,  in  the  case  of  a  transfer  to a
          subsidiary,  the proposed Transferee shall be of substantially similar
          financial  standing to the existing Lender or that Lender shall remain
          responsible for the performance of the Transferee's obligations).  Any
          such  transfer  shall be effected  upon five (5)  Banking  Days' prior
          notice by delivery to the Agent of a duly executed and duly  completed
          Transfer Certificate in which event, on the transfer date specified in
          such Transfer Certificate, to the extent that they are expressed to be
          the subject of the novation established by the Transfer Certificate:

          (a)  the Borrower,  the existing  Lender and the other parties to this
               Agreement shall be released from further  obligations towards one
               another  under  this  Agreement  and the  Security  Documents  in
               respect of such transferred  rights,  benefits and/or obligations
               and their  respective  rights  against  one  another  under  this
               Agreement   and  the  Security   Documents  in  respect  of  such
               transferred   rights,   benefits  and/or   obligations  shall  be
               cancelled (such rights and obligations  being referred to in this
               Clause 14.03 as "discharged rights and obligations"); and

          (b)  the  Borrower,  the  Transferee  and the  other  parties  to this
               Agreement  shall assume  obligations  towards one another  and/or
               acquire  rights  against  one  another  which  differ  from  such
               discharged  rights  and  obligations  only  insofar  as they  are
               exercisable by or against the Transferee in place of the existing
               Lender.

          The Agent  shall  promptly  notify  the other  parties  thereof of the
          receipt by it of any Transfer Certificate and shall promptly deliver a
          copy  of such  Transfer  Certificate  to the  Borrower  and the  other
          Lenders.

14.04     The  Agent and the  Borrower  shall be fully  entitled  to rely on any
          Transfer  Certificate  delivered to the Agent in  accordance  with the
          foregoing  provisions  of this Clause 14 which is complete and regular
          on its face as regards its contents and  purportedly  signed on behalf
          of the existing Lender and the Transferee and neither the Agent or the
          Borrower shall have any liability or  responsibility to any party as a
          consequence of placing  reliance on and acting in accordance  with any
          such  Transfer  Certificate  if it proves to be the case that the same
          was not authentic or duly authorised.


                                    Page 40
<Page>

14.05     The  Borrower  and each Lender  irrevocably  undertakes  and agrees to
          counter-sign  each Transfer  Certificate  promptly upon request by the
          Agent subject to the terms of this Agreement.

14.06     If any Lender  assigns  all or any part of its rights or  benefits  or
          transfers all or any part of its rights,  benefits and/or  obligations
          as  provided  in  Clause  14.03  or  14.04  the  Borrower  undertakes,
          immediately  on being  requesting  to do so by such  Lender and at the
          cost of such Lender to enter into such  documents  as may be necessary
          or desirable  to assign to the Assignee or transfer to the  Transferee
          all or the relevant part of such Lender's  interest in this  Agreement
          and  the  Security  Documents  and  all  relevant  references  in this
          Agreement to such Lender shall  thereafter be construed as a reference
          to such Lender and/or its Assignee  and/or its Transferee (as the case
          may be) to the extent of their  respective  interests and, in the case
          of a  transfer  of all or  part  of  such  Lender's  obligations,  the
          Borrower  shall  thereafter  look  only  to the  Assignee  and/or  the
          Transferee (as the case may be) in respect of that  proportion of such
          Lender's  obligations  under  this  Agreement  as  corresponds  to the
          obligations  assumed by such Assignee  and/or  Transferee (as the case
          may be).

14.07     Each Lender  shall lend  through its branch set  opposite  its name in
          Schedule 1 or through any other  office of such Lender  selected  from
          time to time by it through  which such  Lender  wishes to lend for the
          purposes of this  Agreement  provided  that such Lender may not change
          its lending  office if such change shall have the effect of increasing
          the  costs  incurred  by  the  Borrower  under  or  pursuant  to  this
          Agreement.  If the  office  through  which  such  Lender is lending is
          changed  pursuant to this Clause  14.07,  such Lender shall notify the
          Agent and the Borrower promptly of such change.

14.08     Each Lender may grant or sell one or more  participations in the whole
          or any part of its  rights  in  respect  of its  Contribution  in such
          manner  and upon and  subject  to such  terms and  conditions  as such
          Lender,  in  its  discretion,   thinks  fit,  but  so  that  any  such
          participation  shall be on terms that the Borrower  shall  continue to
          deal exclusively with such Lender, and not with the participant,  with
          whom the Borrower  shall not have any  contractual  relationship,  and
          that such participant shall have rights and remedies only against such
          Lender, and not against the Borrower.

14.09     Any Lender may, without the prior consent of the Borrower, disclose on
          a confidential basis to a potential assignee or participant, or to any
          other person who may propose entering into contractual  relations with
          such Lender in relation to this Agreement,  such information about the
          Borrower as such Lender shall consider appropriate.

14.10     The following additional  provisions shall apply to each assignment of
          rights  and  benefits,  transfer  of  obligations  (whether  by way of
          novation or otherwise)  and change in lending  office (as the case may
          be) by a Lender made pursuant to this Clause 14:

          (a)  The Borrower's consent shall be obtained before any assignment or
               transfer  by any  Lender  where,  under  the  relevant  laws  and
               regulations  in force at the time of the  same,  that  Lender  is
               aware that the  Borrower  would be obliged to pay for the account
               of the relevant  Transferee or Assignee (as the case may be), any
               greater amount than it would have been obliged to pay had no such
               assignment or transfer been made by that Lender.

          (b)  For avoidance of doubt,  and without  prejudice to the generality
               of Clause 14.03 it shall be  reasonable  before the Delivery Date
               for the Borrower to withhold its consent to any proposed transfer
               by a Lender to a Transferee if the proposed  Transferee is not of
               substantially  similar financial  standing to the existing Lender
               Provided that the Borrower shall not withhold such consent if the
               existing  Lender remains  responsible  for the performance of the
               Transferee's obligations.


                                    Page 41
<Page>

15.       THE AGENT AND THE LENDERS

15.01     The Borrower  acknowledges that each Lender has irrevocably  appointed
          the Agent as its agent for the purposes of this  Agreement and each of
          the Security  Documents and authorised the Agent (whether or not by or
          through  employees  or  agents) to take such  action on such  Lender's
          behalf and to exercise such rights,  remedies,  powers and discretions
          as are  specifically  delegated to the Agent by the  Security  Sharing
          Agreement  and the Security  Documents,  together with such powers and
          discretions as are reasonably incidental thereto.

15.02     Except with the prior written consent of all of the Lenders, the Agent
          shall not have  authority  on behalf of the  Lenders to agree with the
          Borrower  any  amendment  to this  Agreement  or take any action which
          would (i) reduce the Margin  and/or  waive the  payment of or vary the
          basis of  calculation  of any of the fees or  interest  payable by the
          Borrower, (ii) extend the due date or reduce the amount of any payment
          of principal,  interest or other amount payable under this  Agreement,
          (iii)  change the  currency in which any amount is payable  under this
          Agreement,  (iv) increase any Lender's  Commitment or the aggregate of
          all the Commitments, (v) postpone the last day of the Drawdown Period,
          (vi) change this Clause 15.02,  (vii) amend the definition of Majority
          Lenders,  (viii) change the provisions of Clause 9 or waive any of the
          documents and evidence  specified in Schedule 3, or (ix) result in the
          release of any of the Security Documents.

15.03     The  Borrower  may  rely  upon  any  notice,   instruction   or  other
          communication  sent by the Agent and shall be under no  obligation  to
          enquire  further  whether it has been  approved  by, or  requires  the
          approval of, the requisite Lenders.

16.       NOTICES AND OTHER MATTERS

16.01     Every  notice,  request,  demand  or other  communication  under  this
          Agreement  or (unless  otherwise  provided  therein)  under any of the
          Security Documents shall:

          (a)  be in writing  delivered  personally  or by first  class  prepaid
               letter  (airmail  if  available),   telex,   facsimile  or  cable
               (confirmed  in  the  case  of a  telex,  facsimile  or  cable  by
               first-class  prepaid letter sent within twenty four (24) hours of
               despatch,  but so that the non-receipt of such confirmation shall
               not affect in any way the  validity  of the telex,  facsimile  or
               cable in question);

          (b)  be deemed to have been received, subject as otherwise provided in
               this Agreement or the relevant Security Document,  in the case of
               a telex at the time of despatch with confirmed  answerback of the
               addressee appearing at the beginning and end of the communication
               (provided  that if the date of despatch is not a business  day in
               the  country  of the  addressee  it shall be  deemed to have been
               received at the  opening of  business  on the next such  business
               day),  in the case of a facsimile  at the time of  despatch  with
               electronic or other confirmation of receipt (provided that if the
               date of  despatch  is not a  business  day in the  country of the
               addressee,  it shall  be  deemed  to have  been  received  at the
               opening of business on the next such  business  day), in the case
               of a cable  twenty-four (24) hours after despatch and in the case
               of a letter when delivered  personally or seven (7) days after it
               has been put in to the post; and

          (c)  be sent:

              (1)    if to be sent to the Borrower, to it care of:

                     Gotaas-Larsen Ltd.
                     Southside, 105 Victoria Street
                     London SW1E 6QJ
                     Telex: 917497 GOLAR G
                     Facsimile: 44 171 834 2259


                                    Page 42
<Page>

              (2)    if to be sent to the Agent, to it at:

                     45th Floor, One Exchange Square
                     8 Connaught Place
                     Central
                     Hong Kong

                     Telex:  85090 ISA HX
                     Facsimile: (852) 2868 1448

              (3)    if to be sent to the  Lenders  or any of  them,  to them at
                     their respective addresses,  telex or facsimile numbers set
                     forth in Schedule 1;

              or to such other address, telex or facsimile number as is notified
              by one party to the other parties under this Agreement.

16.02     No  failure  or  delay  on the  part of the  Lenders  or the  Agent to
          exercise any power, right or remedy under this Agreement and/or any of
          the Security  Documents shall operate as a waiver  thereof,  nor shall
          any  single or  partial  exercise  by the  Lenders or the Agent of any
          power,  right or remedy preclude any other or further exercise thereof
          or the  exercise of any other  power,  right or remedy.  The  remedies
          provided  in  this  Agreement  and  in  the  Security   Documents  are
          cumulative and are not exclusive of any remedies provided by law.

16.03     All  certificates,  instruments  and other  documents  to be delivered
          under or  supplied in  connection  with this  Agreement  or any of the
          Security  Documents  shall  be in the  English  language  or  shall be
          accompanied by a certified English  translation upon which the Lenders
          and the Agent shall be entitled to rely.

16.04     Time shall be of the  essence  in the  performance  of the  Borrower's
          obligations under this Agreement and the Security Documents.

16.05     This  Agreement may be executed in any number of  counterparts  and by
          the different parties hereto on separate  counterparts,  each of which
          so  executed  and  delivered  shall  be  an  original,   but  all  the
          counterparts shall together constitute one and the same instrument.

16.06     Any provision of this Agreement  prohibited by or becomes  unlawful or
          unenforceable  under any applicable law actually  applied by any court
          of competent  jurisdiction  shall, to the extent required by such law,
          be severed from this  Agreement and rendered  ineffective so far as is
          possible without modifying the remaining provisions of this Agreement.
          Where however the provisions of any such applicable law may be waived,
          they are  hereby  waived  by the  parties  hereto  to the full  extent
          permitted by such law to the end that this Agreement  shall be a valid
          and binding agreement enforceable in accordance with its terms.

17.       LAW AND JURISDICTION

17.01     This  Agreement is governed by and shall be  construed  in  accordance
          with English law.

17.02     For the  benefit of the  Lenders  and the Agent,  the  parties  hereto
          irrevocably  agree that any legal action or  proceedings in connection
          with this  Agreement  against the Borrower or any of its assets may be
          brought in the English courts which shall have  jurisdiction to settle
          any disputes arising out of or in connection with this Agreement.  The
          Borrower  hereby  irrevocably  and  unconditionally   submits  to  the
          jurisdiction of such courts and the Borrower  irrevocably  designates,
          appoints and empowers HFW Nominees Limited (presently of Marlow House,
          Lloyds Avenue, London, EC3N 3AL) at its registered office for the time
          being in  England  to  receive  for it and on its  behalf,  service of
          process  issued  out of the  English  courts  in any  legal  action or
          proceedings  arising out of or in connection  with this  Agreement and
          the Security Documents.  Nothing in this Clause 17.02 shall affect the
          right of the  Lenders  and the  Agent to serve  process  in any  other
          manner  permitted by law but if the said process agent ceases to exist
          or have an office in the relevant  jurisdiction  where  process may be
          served,  the Borrower shall  forthwith  appoint  another process agent


                                    Page 43
<Page>

          with an office in that  jurisdiction  where  process may be served and
          shall  forthwith  notify the Agent  thereof.  The  submission  to such
          jurisdiction shall not (and shall not be construed so as to) limit the
          right of the Lenders and/or the Agent to take proceedings  against the
          Borrower in any other court of  competent  jurisdiction  nor shall the
          taking of  proceedings in any one or more  jurisdictions  preclude the
          taking of proceedings in any other jurisdiction,  whether concurrently
          or not.

17.03     The Borrower  waives any objection it may now or hereafter have to the
          laying of venue of any legal action or proceeding arising out of or in
          connection with this Agreement or any of the Security Documents in any
          court and any claim it may now or  hereafter  have that any such legal
          action or proceeding has been brought in an inconvenient forum.

17.04     The Borrower  waives any rights of sovereign  immunity which it or any
          of its properties may enjoy in any jurisdiction and subjects itself to
          civil and  commercial law with respect to its  obligations  under this
          Agreement and the Security Documents.

IN WITNESS  whereof the parties  hereto  have caused this  Agreement  to be duly
executed the day and year first above written.






                                    Page 44
<Page>

THE BORROWER
- ------------
SIGNED by                       )
                                )
for and on behalf of FARAWAY    )
                                )
MARITIME SHIPPING COMPANY       )



THE LEAD ARRANGER
- -----------------
SIGNED by                       )
                                )
for and on behalf of            )
                                )
THE BANK OF TAIWAN              )



THE ARRANGERS
- -------------
SIGNED by                       )
                                )
for and on behalf of            )
                                )
CREDIT AGRICOLE INDOSUEZ        )



SIGNED by                       )
                                )
for and on behalf of            )
                                )
THE FUJI BANK, LIMITED          )
                                )




                                    Page 45
<Page>

SIGNED by                       )
                                )
for and on behalf of            )
                                )
THE INDUSTRIAL BANK OF          )
JAPAN, LIMITED                  )



SENIOR MANAGER
- --------------
SIGNED by                       )
                                )
for and on behalf of            )
                                )
CREDIT LYONNAIS, OFFSHORE      ))
                                )
BANKING UNIT, TAIPEI            )



THE LENDERS
- -----------
SIGNED by                       )
                                )
for and on behalf of            )
                                )
BANK OF TAIWAN                  )



SIGNED by                       )
                                )
for and on behalf of            )
                                )
CREDIT AGRICOLE INDOSUEZ        )






                                    Page 46
<Page>

SIGNED by                       )
                                )
for and on behalf of            )
                                )
THE FUJI BANK, LIMITED          )
                                )





SIGNED by                       )
                                )
for and on behalf of            )
                                )
THE INDUSTRIAL BANK OF          )
JAPAN, LIMITED                  )



SIGNED by                       )
                                )
for and on behalf of            )
                                )
CREDIT LYONNAIS, OFFSHORE       )
                                )
BANKING UNIT, TAIPEI            )



THE AGENT
- ---------
SIGNED, SEALED and DELIVERED    )
                                )
by for and on behalf of INDOSUEZ)
                                )
ASIA SHIPFINANCE SERVICES       )
                                )
LIMITED in the presence of:     )



                                    Page 47
<Page>



                                   SCHEDULE 1

                                   The Lenders

Lenders                                                Commitment
- -------                                                ----------

THE BANK OF TAIWAN                                     $60,000,000
Singapore Branch
80 Raffles Place #28-20
UOB Plaza 2
Singapore 0104
Telex: 24835 BOTSIN
Facsimile: (65) 536 8203

CREDIT AGRICOLE INDOSUEZ                               $46,500,000
9, Quai du President Paul Doumer
92400 COURBEVOIE
France
Telex:   650409 INSU X
Facsimile: (33 1) 41 89 29 87

THE FUJI BANK, LIMITED                                 $46,500,000
Singapore Branch
1 Raffles Place #20-00, OUB Centre
Singapore 048616
Republic of Singapore
Telex: RS24610 FUJIGIN
Facsimile: 65 438 5997

THE INDUSTRIAL BANK OF JAPAN, LIMITED                  $46,500,000
3-3, Marunouchi 1-chome
Chiyoda-ku, Tokyo 100
Japan
Telex: J22325: Answerback KOGIN J
Facsimile: 81-3-3215-0342
Atten: Corporate Banking Department No.5

CREDIT LYONNAIS,                                       $15,000,000
OFFSHORE BANKING UNIT, TAIPEI
16th Floor, Hung Kuo Building
167, Tun Hwa North Road
Taipei
Taiwan
Telex: 10304 CREDTPE
Facsimile: (8862) 718 8292


                                    Page 48
<Page>

                                   SCHEDULE 2

                             Form of Drawdown Notice


To:  Indosuez Asia Shipfinance  Services Limited 45th Floor, One Exchange Square
     8 Connaught Place Hong Kong

                                                       Date:       199

                         US$[214,500,000] Loan Facility
                              Agreement dated 1997

          We refer to the above  Agreement  and hereby  give you notice  that we
wish to drawdown an Advance in the sum of Dollars [ ] on  ............  19 . The
funds  should be  credited  to [name and  number  of  account]  with [ ] for the
purpose of [paying the [ ] instalment of the Contract Price to the Builder.]

          We confirm that:

          (i)  no event or  circumstance  has occurred and is  continuing  which
               constitutes a Default;

          (ii) the  representations  and warranties  contained in Clause 7.01 of
               the above Agreement are on the date hereof or, to the extent they
               are not,  will be on the  Drawdown  Date [or,  in the case of the
               Advance to be made on the Delivery  Date, to the extent that they
               are not, will be on the Delivery Date], true and correct;

          (iii)the  acceptance  of the  Commitment  [and  the  borrowing  of the
               Advance]  will be within our corporate  powers,  has been validly
               authorised by appropriate corporate action and will not cause any
               limit on our borrowings (whether imposed by statute,  regulation,
               agreement or otherwise) to be exceeded.

          Words and  expressions  defined in the  Agreement  shall have the same
meanings when used herein.

                                            For and on behalf of
                                            FARAWAY MARITIME SHIPPING COMPANY


                                            By:
                                               -------------------------------
                                            Name:
                                            Title:


                                    Page 49
<Page>

                                   SCHEDULE 3

                         List of Documents and evidence

                                     Part 1

(a)       a copy,  certified  as a true and  complete  copy by an officer of the
          Borrower of the Articles of Incorporation  and By-laws of the Borrower
          and an up-to-date list of the directors and officers of the Borrower;

(b)       a copy,  certified  as a true and  complete  copy by a  director,  the
          secretary or the  assistant  secretary of each of the Chargors and the
          Manager,  of the  constitutional  documents  of such  Chargor  and the
          Manager and an  up-to-date  list of the directors and officers of such
          Chargor and the Manager;

(c)       a certificate of resolutions of the Board of Directors of the Borrower
          approving  the  acceptance  of this  facility and the borrowing of the
          Loan and approving and authorising a person or persons to execute this
          Agreement,  the Collateral  Agreement,  the Contract  Assignment,  the
          Charter Assignment,  the Guarantee and Swap Receipts  Assignment,  the
          General Assignment,  the Management Contracts Assignment, the Mortgage
          and each of the other Relevant Documents to which it is a party;

(d)       a certificate of resolutions of the Board of Directors of each Chargor
          approving  and  authorising a person or persons to execute the Deed of
          Charge  and  each of the  other  Relevant  Documents  to which it is a
          party;

(e)       a certificate  of resolutions of the Board of Directors of each of the
          Manager and the  Sub-manager  approving  and  authorising  a person or
          person to execute the Management  Contracts Assignment (in the case of
          the Manager) and each of the other Relevant Documents to which it is a
          party;

(f)       a certificate  of  resolutions of Board of Directors of each issuer of
          the  Letters of  Undertaking  (other than PT Graha  Centermine)  and a
          copy,  certified  as a true  and  complete  copy  by a  director,  the
          secretary or the assistant  secretary of each issuer of the Letters of
          Undertaking,  of the  constitutional  documents  of the  issuer and an
          up-to-date list of the directors and officers of each issuer;


                                    Page 50
<Page>

(g)       a copy,  certified  as a true and  complete  copy by an officer of the
          Borrower  of all  consents,  authorisations,  licences  and  approvals
          required by the  Borrower,  the Chargors  and any other party  thereto
          other  than the  Lenders  and the Agent  (or,  in the  absence of such
          copies,   a   legal   opinion   establishing   that   such   consents,
          authorisations,   licences  and   approvals   have  been  obtained  or
          alternatively  that there are no consents  necessary),  in  connection
          with the  execution,  delivery,  validity and  enforceability  of this
          Agreement and the Relevant  Documents  (other than the Sales  Contract
          and the Trustee and Paying Agent  Agreement),  and the  performance by
          the Borrower, the Chargors and such other parties of, their respective
          obligations  hereunder and thereunder,  for the Borrower to borrow the
          Loan, and for the Borrower to pay the principal of and interest on the
          Loan and all other sums payable under this Agreement;

(h)       copies,  certified as a true and complete  copies by an officer of the
          Borrower of the Contract, the Shareholders'  Agreement, the Management
          Agreement, the Sub-management Agreement and the Charter, and copies of
          the Sales Contract and the Trustee and Paying Agent Agreement;

(i)       the original  Performance  Bond and the Refund Guarantee in respect of
          the first instalment of the Contract Price;

(j)       the Security Sharing Agreement,  Contract  Assignment,  the Management
          Contracts  Assignment  and the Guarantee and Swap Receipts  Assignment
          all duly  executed,  together  with the consents and  acknowledgements
          annexed  thereto  duly  executed  by the  Builder,  the  Manager,  the
          Sub-manager  and the Bank  Guarantors in respect of the Contract,  the
          Management Agreement,  the Sub-management  Agreement,  the Performance
          Bond and the first Refund Guarantee respectively;

(k)       the Deed of Charge, duly executed by the Chargors and all the relevant
          documents pursuant thereto;

(l)       the Charter Assignment,  duly executed by the Borrower,  together with
          the Charterer's Consent duly executed by the Charterer;

(m)       the  Collateral  Agreement,  duly  executed  by the  Borrower  and the
          Trustee;

(n)       the Letters of Undertaking and the Good Management  Undertaking,  each
          duly executed;

(o)       the Fee Letter,  duly  executed by the  Borrower and the Agent and the
          Trustee Fee Letter duly executed by the Trustee and the Borrower;

(p)       a copy,  certified  as a true copy by an officer of the  Borrower of a
          letter from HFW Nominees  Limited  accepting its  appointment as agent
          for receipt of service of  proceedings  under  Clause  17.02 and under
          each of the Security Documents in which it is or is to be appointed as
          the  agent of the  Borrower  and any  other  parties  to the  Security
          Documents;

                                    Page 51
<Page>

(q)       such satisfactory  legal opinions of legal advisers as the Lenders and
          the Agent shall require,  which legal  opinions shall extend  (without
          limitation) to the Borrower,  the Chargors, the issuers of the Letters
          of Undertaking,  the Charterer and any other parties considered by the
          Agent to be relevant;

(r)       a copy,  certified as a true copy by an officer of the Borrower of the
          receipt  for  payment of the first (1st)  instalment  of the  Contract
          Price specified under Section 8.2(a) of the Contract;

(s)       (save in respect  of an  Advance  made  available  pursuant  to Clause
          2.01(b)) evidence,  satisfactory to the Agent in all aspects, that the
          Chargors shall have maintained or, if necessary,  contributed  further
          equity  to  the  Borrower  so  that,  after  the  first  Advance,  the
          Debt/Equity ratio of the Borrower shall be not more than 78:22;

(t)       the Swap Agreement, Schedule thereto and each Confirmation (as defined
          therein),  duly executed by the Borrower and each Counterparty thereto
          or,  if  the  Borrower  chooses  not to  enter  into  sufficient  Swap
          Agreements  with  Counterparties  to hedge the Borrower's  exposure to
          interest rate  fluctuations  hereunder,  evidence  satisfactory to the
          Agent that the Borrower has entered into  Additional  Swap  Agreements
          (i) with banks or financial institutions  acceptable to the Arrangers,
          (ii) with a term of at least six (6) years and six (6) months from the
          Delivery  Date,  (iii) on terms with dates and  amounts  matching  the
          Borrower's interest payment obligations under this Agreement, and (iv)
          with an applicable interest rate of not more than eight point five per
          centum per annum (8.5% p.a.);

(u)       the certificates and  documentation set out in Part 3 of Schedule 1 to
          the Swap Agreement;

(v)       a certified  copy of the Deed of Guarantee  issued by Osprey  Maritime
          Limited to the Charterer under the Charter;

(w)       an  opinion  satisfactory  to  the  Agent  from  BANKASSURE  Insurance
          Services  Limited  confirming  that  the  requirements  set out in the
          Security  Documents  relating  to the  Insurances  (as  defined in the
          General  Assignment) are appropriate  (taking into account both market
          practice and the method of financing the Vessel);

(x)       the notice specified in Clause 6.02 of the Collateral Agreement,  duly
          executed by the Borrower,  the Charterer and Bank of America  National
          Trust and Savings Association, New York Branch; and

                                    Page 52
<Page>

(y)       a  financial  statement,  certified  by the  Borrower  to be true  and
          correct and prepared in accordance with generally accepted  accounting
          principles and practices in the United States of America  consistently
          applied,  reflecting  variation between (i) actual  expenditure to the
          date of such financial  statement by the Borrower in relation to Total
          Project  Cost and  (ii)  budgeted  expenditure  in  relation  to Total
          Project  Cost,  such  budgeted  expenditure  as  approved by the Agent
          before drawdown of the first Advance under this Agreement.

                                     Part 2

(a)       (i)  Certified true copies of the  Contractor's  invoice under Section
               8.2  of  the  Contract  evidencing  that  the  instalment  of the
               Contract Price  specified in the relevant  Drawdown Notice is due
               and each of the other  documents to be produced by the Builder in
               respect thereof; and

          (ii) the original  Refund  Guarantee in respect of such  instalment of
               the Contract Price and the Bank Guarantor's consent and agreement
               to the assignment  thereof under and in accordance with the terms
               of the Guarantee and Swap Receipts Assignment; or

(b)       Evidence,  satisfactory  to the Agent in all respects,  of the purpose
          for which the  Advance is being made and that the  payment to which it
          relates is due;

(c)       Evidence, satisfactory to the Agent in all respects, that the Chargors
          shall have  contributed  further equity to the Borrower so that, after
          the relevant  Advance,  the Debt/Equity ratio of the Borrower shall be
          not more than 78:22; and

(d)       a  financial  statement,  certified  by the  Borrower  to be true  and
          correct and prepared in accordance with generally accepted  accounting
          principles and practises in the United States of America  consistently
          applied,  reflecting  variation between (i) actual  expenditure by the
          Borrower to the date of such financial  statement in relation to Total
          Project  Cost and  (ii)  budgeted  expenditure  in  relation  to Total
          Project  Cost,  such  budgeted  expenditure  as  approved by the Agent
          before drawdown of the first Advance under this Agreement.

                                     Part 3

(a)       copies,  certified to be true copies by a director of the Borrower, of
          all documents which the Agent may reasonably  require  evidencing that
          all  necessary  action,  approvals,  consents or  authorisations  with
          respect to or in connection with the  registration of the Vessel under
          the  laws and flag of the  Republic  of  Liberia  have  been  taken or
          obtained;

                                    Page 53
<Page>

(b)       certified true copies of the Contractor's invoice under Section 8.2(e)
          of the Contract  evidencing that the final instalment is due under the
          Contract;

(c)       documentary evidence:

          (i)  that (if  applicable)  the  Government  of Japan has  granted  an
               export  licence  in  respect  of the  sale of the  Vessel  to the
               Borrower and that such export licence is in full force and effect
               as of such date;

          (ii) that  there  is no  lien,  charge  or  encumbrance  of  any  kind
               whatsoever on the Vessel,  her earnings or  insurance,  (save and
               except for the Contractor's and the Builder's right to retain the
               Vessel until paid for in accordance with the Contract),  it being
               understood that the declaration referred to in Section 17.3(a)(v)
               of the Contract will be sufficient documentary evidence;

          (iii)that the Vessel has been duly  completed  and will be accepted by
               the  Borrower on the  Delivery  Date as being in all  respects in
               accordance with the Contract;

(d)       a  financial  statement,  certified  by the  Borrower  to be true  and
          correct and prepared in accordance with generally accepted  accounting
          principles and practises in the United States of America  consistently
          applied,  reflecting  variation between (i) actual  expenditure to the
          date of such financial  statement in relation to Total Project Cost by
          the  Borrower  and (ii)  budgeted  expenditure  in  relation  to Total
          Project  Cost,  such  budgeted  expenditure  as  approved by the Agent
          before drawdown of the first Advance under this Agreement;

(e)       a certificate from the Secretary of the Borrower  confirming that each
          of  the  resolutions  referred  to in  the  certificate  described  in
          paragraph  (c) of Part 1 of this  Schedule  remain  in full  force and
          effect  and  have not  (except  as  consented  to by the  Agent)  been
          amended, modified or revoked in any respect;


                                    Page 54
<Page>

(f)       an  opinion  satisfactory  to  the  Agent  from  BANKASSURE  Insurance
          Services Limited  confirming that the Insurances  actually obtained by
          the Borrower  conform with the  requirements of this Agreement and the
          Security Documents; and

(g)        evidence, satisfactory to the Agent in all respects, that the total
           of all Advances made or to be made under this Agreement will not
           exceed seventy eight per centum (78%) of Total Project Cost, save as
           expressly envisaged by Clause 2.01(b).

                                     Part 4

(a)  evidence that the Vessel:

          (i)  has been  completed,  delivered  to and  accepted by the Borrower
               under the Contract;

          (ii) is registered in the name of the Borrower under the laws and flag
               of the  Republic  of  Liberia  free of  Encumbrances  other  than
               Permitted Encumbrances;

          (iii) is classed in accordance with Clause 7.01(k) of this Agreement;

          (iv) is insured in accordance  with the provisions of the Mortgage and
               the General  Assignment and all  requirements of the Mortgage and
               the General  Assignment  in respect of such  insurance  have been
               complied with; and

          (v)  that the  Vessel has been  accepted  by the  Charterer  under the
               Charter;

(b)       the  Mortgage  and the  General  Assignment  and all  documents  to be
          delivered pursuant thereto, each duly executed by the Borrower and the
          executed notices pursuant to the General Assignment;

(c)       evidence  that the  Mortgage  has been  registered  against the Vessel
          through the Office of the Deputy  Commissioner of Maritime  Affairs of
          the Republic of Liberia;

(d)       the Bank Guarantee,  duly executed by the relevant Bank Guarantor, and
          the consent and agreement of such Bank  Guarantor to the assignment of
          the Bank  Guarantee  under  and in  accordance  with the  terms of the
          Guarantee and Swap Receipts Assignment;


                                    Page 55
<Page>

(e)       a notice from the Borrower  specifying  the Total Project  Cost,  such
          notice to be supported by documentation (including invoices,  receipts
          and other  evidence  reasonably  requested  by the  Agent) in form and
          substance acceptable to the Agent;

(f)       a  financial  statement,  certified  by the  Borrower  to be true  and
          correct and prepared in accordance with generally accepted  accounting
          principles and practices in the United States of America  consistently
          applied,  reflecting  variation  between  actual  expenditure  by  the
          Borrower in relation to Total  Project Cost and budgeted  expenditure,
          such budgeted  expenditure as approved by the Agent before drawdown of
          the first Advance under this Agreement.








                                    Page 56
<Page>

                                   SCHEDULE 4


         No. of       Date of            Principal
         payment      payment               Repayment
         -------      -------               ---------

         1            28-Jun-01          $4,979,515
         2            28-Dec-01          $5,191,145
         3            28-Jun-02          $5,411,768
         4            28-Dec-02          $5,641,768
         5            28-Jun-03          $5,881,544
         6            28-Dec-03          $6,131,509
         7            28-Jun-04          $6,392,098
         8            28-Dec-04          $6,663,763
         9            28-Jun-05          $6,946,972
         10           28-Dec-05          $7,242,219
         11           28-Jun-06          $7,550,013
         12           28-Dec-06          $7,870,889
         13           28-Jun-07          $8,205,401
         14           28-Dec-07          $8,554,131
         15           28-Jun-08          $8,917,682
         16           28-Dec-08          $9,296,683
         17           28-Jun-09          $9,691,792
         18           28-Dec-09         $10,103,693
         19           28-Jun-10         $10,533,100
         20           28-Dec-10         $10,980,757
         21           28-Jun-11         $11,447,439
         22           28-Dec-11         $11,933,955
         23           28-Jun-12         $12,441,148
         24           28-Dec-12         $12,969,897
         25           28-Jun-13         $13,521,119

                                       ------------
                                       $214,500,000
                                       ------------


                                    Page 57
<Page>

                                   SCHEDULE 5

                          Form of Transfer Certificate
                          (referred to in Clause 14.03)

To:      [ ]

From:    Indosuez Asia Shipfinance  Services Limited (the "Agent") and [Name of
         Transferee]

   US$214,500,000 Financial Agreement dated [         ] (the "Agreement")

                            Loan Transfer Certificate

1.   [ ] (the "existing Lender") (a) confirms the accuracy of the summary of its
     participation  in the Loan  under  the  Agreement  set out in the  Schedule
     below; and (b) requests [Name of transferee]  (the  "Transferee") to accept
     and procure the novation of the portion of such participation  specified in
     the  Schedule  below  by  counter-signing   and  delivering  this  Transfer
     Certificate  to the  Agent  at its  address  for the  services  of  notices
     specified in the Agreement.

2.   The  Transferee  hereby  requests  the Agent (on  behalf of itself  and the
     Lenders)  and the  Borrower to accept this  Transfer  Certificate  as being
     delivered to the Agent:

          (a)  pursuant to and for the purposes of Clause 14.03 of the Agreement
               so as to take effect as a novation of the rights and  obligations
               of the  existing  Lender  to the  extent  of the  portion  of the
               existing Lender's  participation referred to in paragraph 1 above
               in  accordance  with the terms of such Clause  14.03 on *[date of
               transfer] (the "Transfer Date"); and

          (b)  pursuant to and for the  purposes of Clause 11.01 of the Security
               Sharing  Agreement (as defined in the Financial  Agreement) so as
               to take effect as a novation of the rights and obligations of the
               existing  Lender to the  extent of the  portion  of the  existing
               Lender's  participation  referred  to in  paragraph  1  above  in
               accordance  with the terms of such Clause  11.01 on the  Transfer
               Date.

     *Note- To be not  earlier  than  five (5)  Banking  Days  after the date of
     delivery of this Transfer Certificate to the Agent.

3.   The Transferee confirms that:

          (a)  it has received a copy of the  Agreement,  the  Security  Sharing
               Agreement and all other documentation and information required by
               it in  connection  with  the  transactions  contemplated  by this
               Transfer Certificate;


                                    Page 58
<Page>

          (b)  it has not relied on any  statement,  opinion,  forecast or other
               representation  made by the Agent to induce  it to  execute  this
               Transfer  Certificate and has made, without reliance on the Agent
               and based on such documents as it considers appropriate,  its own
               appraisal  of the  creditworthiness  of the  Borrower and its own
               independent  investigation of the financial condition and affairs
               of  the  Borrower  in  connection  with  the  assumption  by  the
               Transferee of its obligations  arising under or by virtue of this
               Transfer Certificate.

4.   The  existing  Lender  makes no  representation  or warranty and assumes no
     responsibility  with  respect  to the  legality,  validity,  effectiveness,
     adequacy  or  enforceability   of  the  Agreement,   the  Security  Sharing
     Agreement,  any of the Security  Documents or any document relating thereto
     and assumes no responsibility  for the financial  condition of the Borrower
     or any other party to the Agreement or for the  performance  and observance
     by the Borrower or any other such party of any of its obligations under the
     Agreement,  the  Security  Sharing  Agreement,  any of the  other  Security
     Documents, or any document relating thereto and any and all such conditions
     and warranties,  whether express or implied by law or otherwise, are hereby
     excluded.

5.   This Transfer  Certificate  and the rights and  obligations  of the parties
     hereunder are governed by and shall be construed in accordance with English
     law.


                                    Page 59
<Page>

                                    SCHEDULE

1.   The existing Lender's participation in the Loan

          (a)  The existing Lender's Loan
               Commitment/Percentage                  $ .......  %.......


          (b)  The existing Lender's Contribution     $ .......
               to the Loan

2.   The portion of the amounts in 1 above to be novated

          (a)   $ .......                   % .......

          (b)   $ .......


                      Administrative Details of Transferee

Lending Office:
                     --------------------------------------

Account for payments:
                     --------------------------------------


Telex:
                     --------------------------------------

Attention:
           ------------------------------------------------


The Transferor                           The Transferee
[   ]                                    [Name of Transferee]



By:                                      By:

Date:                                    Date:
      -------------------------              --------------------------

The remaining Lenders




By:                                      By:

Date:                                    Date:
      -------------------------              --------------------------



                                    Page 60
<Page>

The Agent
Indosuez Asia Shipfinance Services Limited



By:                                      By:

Date:                                    Date:
      -------------------------              --------------------------



The Borrower
Faraway Maritime Shipping Company



By:                                      By:

Date:                                    Date:
      -------------------------              --------------------------






                                    Page 61

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>10
<FILENAME>a2094458zex-4_4.txt
<DESCRIPTION>EXHIBIT 4.4
<TEXT>
<Page>

                                                                     EXHIBIT 4.4

                               PURCHASE AGREEMENT

          This Purchase Agreement ("AGREEMENT") is entered into this 21st day of
May, 2001, by and between Osprey Maritime Limited, a Singapore company
("SELLER"), and Golar LNG Ltd., a Bermuda company ("PURCHASER"). (Seller and
Purchaser hereinafter jointly referred to as the "PARTIES" and individually as a
"PARTY").

          WHEREAS, Purchaser is a wholly owned subsidiary of Seller, and

          WHEREAS, Purchaser desires to purchase by way of a purchase of the
applicable holding companies, owning companies, management company and the
Seller's various claims against these entities and assignment of one newbuilding
contract all of the LNG vessels as described in Schedule 1.01 hereto (the
"VESSELS"), and related assets, joint venture interests, newbuilding commitments
and operations of Seller (together, "LNG OPERATIONS"), and

          WHEREAS, the Parties agreed the terms and conditions in principle for
such a sale on 16 May, 2001,

          WHEREAS, Seller desires to sell its LNG Operations to Purchaser.

          NOW, THEREFORE, in consideration of the foregoing recitals and the
agreements, representations, warranties and covenants herein set forth, the
parties hereto agree as follows:

          I.   PURCHASE AND SALE OF LNG OPERATIONS

          1.01    PURCHASE. Seller shall sell, transfer, convey, assign and
deliver to Purchaser, and Purchaser shall purchase, acquire and accept from
Seller, the shares of the companies listed in Schedule 1.01, representing
directly or indirectly all of Seller's LNG Operations (the "LNG COMPANIES") and
all of the Seller's claims for money against the LNG Companies as of 31 May
2001, free and clear of all covenants, conditions, restrictions, voting trust
arrangements, liens, charges, encumbrances, options and adverse claims or rights
whatsoever (together, "LIENS"). Where a holding company owns other companies
included within Seller's LNG Operations, the seller shall sell, and the
Purchaser shall buy the shares of the holding Company. In addition, Seller shall
assign, and Purchaser shall assume, either directly or by way of a subsidiary,
the newbuilding contract specified on Schedule 1.01 (the "NEWBUILDING
CONTRACT").

                  With effect from the Closing or as soon as reasonably
practicable thereafter, Purchaser shall procure the discharge of Seller from all
obligations and liabilities (whether actual or contingent) in connection with
the LNG Operations (including, without limitation, obligations and liabilities
of Seller under or in connection with the Newbuilding Contract or any
guarantees, indemnities or securities made by Seller for the benefit of the LNG
Operations.

                  Purchaser, either directly or through a subsidiary, further
undertakes to provide Seller with an interest free loan in the amount of
approximately USD 32,000,000 for

<Page>

the purpose of financing the first instalment due under the Newbuilding Contract
provided the due date therefor occurs prior to the Closing set forth in Section
1.03.

          1.02    PURCHASE PRICE. The purchase price to be paid by Purchaser for
the LNG Operations (the "PURCHASE PRICE"), shall be the sum of:

                  (i)    USD 635,000,000 less the outstanding principal of the
                         loan secured against M/V "Golar Mazo" as of 31 May 2001
                         plus USD 2,500,000;

                  plus

                  (ii)   the book value of the equity in each of the LNG
                         Companies as of May 31, 2001 exclusive of the book
                         value of the Vessels and their financing but adjusted
                         for the market value of Osprey Maritime (Europe) Ltd.'s
                         lease contract for office space in London);

                  plus

                  (iii)  the amount paid as the first instalment under the
                         Newbuilding Contract prior to Closing (as defined in
                         Clause 1.03).

                  The Purchase Price shall be paid seven business days after the
Closing set forth in Section 1.03.

                  The Seller shall, no later than 3 business days prior to the
Closing, provide Purchaser with a calculation of the Purchase Price. Such
calculation shall be made on the basis of the value of the shares in the LNG
Companies and the Seller's claims against the LNG Companies as of May 31, 2001
and shall, in reasonable detail, set forth in relation to such shares:

                  (i)    the name of the Company:

                  (ii)   the net equity value of the applicable LNG Company as
                         of 31 May, 2001 (exclusive of the value of the relevant
                         Vessels and the financing);

                  and in relation to claims:

                  (i)    the amount and currency of the claim;

                  (ii)   the debtor LNG Company;

                  (iii)  the applicable interest rate;

                  (iv)   accrued interest as of 31 May 2001.

                  Purchaser agrees and accepts that Seller shall use USD
125,000,000 of its claim for the Purchase Price as a set-off against Seller's
obligation to pay an equal amount in consideration for the subscription of
shares in the Purchaser as per the terms of a certain subscription agreement
between the Parties.

                                                                               2
<Page>

          1.03.   CLOSING. The closing (the "Closing") of the sale of the LNG
Operation to Purchaser shall take place on 31 May 2001 or such subsequent
business day in Singapore, Oslo and New York prior to 15 June 2001 as Purchaser
shall nominate to Seller.

          1.04    DELIVERY AT CLOSING. At the Closing, Seller shall deliver (i)
certificates evidencing the shares of the relevant holding companies comprising
the LNG Operations, duly endorsed for transfer, (ii) notices of assignment of
the claims on the LNG Companies to be included in the purchase and (iii) an
instrument of assignment of the Newbuilding Contract, to the Purchaser. The
Parties will determine mutually which other documents or instruments each should
deliver at the Closing.

          II.  REPRESENTATIONS AND WARRANTIES OF PURCHASER

          2.01    Purchaser represents and warrants to Seller that Purchaser is
duly organized, validly existing and in good standing under the laws of Bermuda,
and has all requisite corporate power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby. Purchaser also
represents that the execution and delivery by it of this Agreement has been duly
authorized, and that this Agreement constitutes its legal, valid and binding
obligation, enforceable by Seller in accordance with its terms. In addition,
Purchaser's execution and delivery of this Agreement, and its consummation of
its purchase of the LNG Operations will not breach any other agreement to which
Purchaser is bound, nor will it violate its bye-laws or applicable law.

          III. REPRESENTATIONS AND WARRANTIES OF SELLER

          3.01    Seller represents and warrants to Purchaser that Seller is
duly organized and validly existing and in good standing under the laws of
Singapore, and has all requisite corporate power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby. Seller
also represents that the execution and delivery by it of this Agreement has been
duly authorized, and that this Agreement constitutes its legal, valid and
binding obligation, enforceable by Purchaser in accordance with its terms. In
addition, Seller's execution and delivery of this Agreement, and, following
receipt of appropriate waivers and consents, Seller's consummation of its sale
to Purchaser of the LNG Operations will not breach any other agreement to which
Seller or any of the LNG Companies or their assets is bound, nor will it violate
its or their respective charter documents or any law, regulation or judicial
order applicable to it or to them. Seller (or the relevant holding company) has
good and marketable title to all of the issued and outstanding shares of the LNG
Companies, which constitute all of the LNG Operations, and will deliver those
shares to Purchase at the Closing, free and clear of any and all Liens.

          3.02    With respect to the LNG Companies, Seller represents and
warrants to Purchaser that each of them is duly organized and validly existing
and in good standing under the laws of its jurisdiction and foreign
jurisdictions, where required, and that it is legally and contractually able to
conduct its portion of the LNG Operations and that Seller has no assets or
operations related to liquid natural gas outside of the LNG Companies and the
Newbuilding Contract, which is in full force and effect. Seller also represents
that each of the issued and outstanding shares of the LNG Companies is duly
issued, fully paid and nonassessable and held by the shareholder listed in
Schedule 1.01 and that neither Seller nor any of the LNG Companies has any
agreements or commitments to issue additional securities. Purchaser has

                                                                               3
<Page>

disclosed to Seller the details of its ownership of joint ventures comprising
part of its LNG Operations, and has disclosed to Purchaser the charters,
management agreements, loan agreements, indebtedness and guarantees, warranting
that there are no material liabilities other than such agreements, indebtedness
and guarantees, and other arrangements relating to the vessels that are part of
the LNG Operations, as set forth in Schedule 1.01, which disclosure Purchaser
warrants to be true. Seller will provide to Purchaser such audited historical
financial statements as Purchaser may reasonably request and which are in the
possession of Seller, such financial statements to be in accordance with the
books and records of the LNG Companies and the LNG Operations and to present
fairly in all material respects the consolidated financial position of the LNG
Companies as of the respective dates and the results of operations and cash flow
for the respective periods indicated, with Seller understanding that Purchaser
will require audited historical financial information as well. As soon as
practicable, Seller will deliver to Purchaser true and complete copies of all of
the corporate records of the LNG Companies and all Vessel records. The LNG
Companies have operated in compliance with all relevant law, paid all taxes, are
subject to no environmental liabilities, face no litigation, pension or
employment liability that would result in a material adverse effect on the LNG
Operations or their value. Seller makes the following representations concerning
the Vessels.

          (i)     All the debt to banks and financial institutions secured by
the Vessels (other than a loan in the outstanding principal amount of
approximately USD 128,700,000 secured by a mortgage over M/V "Golar Mazo") shall
have been repaid as of Closing and the Vessels (other than M/V "Golar Mazo")
shall be free and clear of all Liens as of Closing.

          (ii)    All facts relating to the Vessels which could materially and
adversely affect the value of the Vessels or their operations and which would be
likely to affect the decision of a prospective buyer of the Vessels have been
disclosed to Purchaser, (ii) the vessels were built and or rebuilt of first
class design material and workmanship; (iii) each of the Vessels complies with
the specifications and operating criteria previously delivered to Purchaser;
(iv) each of the Vessels is properly documented, has an up to date ITF blue
certificate, has been constructed, operated and equipped in accordance with and
continues to comply with all applicable laws, regulations and conventions; (v)
the Vessels are in good seaworthy state of repair and each is fit for its
intended purpose; (vii) the Vessels fully comply with all the requirements of
their present class (which has been disclosed to Purchaser) with all continuous
or progressive survey cycles up to date; all class certificates and all national
and international certificates of the Vessels are clean and valid and free of
recommendations and notations; (vii) the existing program of maintenance, repair
and renewal will be continued up to the Closing; (ix) the Vessels are being
operated and managed in accordance with custom and practice and good seamanship
in effect in the area of operations and the country of registry; (x) all
insurances have been disclosed to Purchaser and are in effect.

          3.03    None of the LNG Companies, except Osprey Maritime (Europe),
Ltd. ("OMEL"), owns, leases or operates any real estate, and Seller has
delivered to Purchaser the lease for OMEL's premises, which is in full force and
effect. Seller will, as soon as practicable, deliver to Purchaser a true and
correct list of each contract or agreement material to the maintenance and
operation of the LNG Operations. Seller warrants that no representation or
warranty of the Seller in this Agreement contains or will contain any untrue
statement of a material fact nor shall such representations and warranties taken
as a whole omit any statement necessary in order to make any material statement
contained herein not

                                                                               4
<Page>

misleading. To the knowledge of Seller, there is no fact that has not been
disclosed to Purchaser that might reasonably be expected to have or result in a
material adverse effect on or with respect to the LNG Companies or the LNG
Operations.

          IV.  CERTAIN UNDERSTANDINGS AND AGREEMENTS

          4.01    Prior to Closing, the Seller shall obtain all necessary
consents and waivers to its sale of the LNG Companies to Purchaser and shall
cause the LNG Companies to conduct their business in the ordinary course, to
maintain all insurances, and to comply with all laws. Purchaser shall also cause
each of the LNG Companies to give to authorized representatives of Purchaser
full access to their books, records, and physical facilities.

          4.02    At the request of either Party, Purchaser and Seller shall
negotiate and conclude a superseding purchase agreement containing more detailed
representations, warranties and covenants. Nevertheless, until the execution and
delivery of such superseding purchase agreement, this Agreement shall be fully
valid and binding.

          V.   CONDITIONS TO OBLIGATIONS OF EACH PARTY

          5.01    The obligation of each Party to effect the transactions
contemplated hereby shall be subject to the fulfillment, at or prior to the
Closing, of the conditions that (i) any required governmental approvals or
waivers shall have been obtained, (ii) no claim, action, suit, investigation or
other proceeding shall be pending or threatened before any court or governmental
agency relating to this Agreement.

          5.02    The obligation of Purchaser to purchase the LNG Operations
shall be subject to the conditions that all of Seller's representations and
warranties shall be true as if made of the Closing, and that Seller shall have
complied with all of its covenants set forth therein, and that Seller shall have
provided to Purchaser resignations of the officers and directors of the LNG
Companies to the extent requested by Purchaser.

          5.03    The obligations of Seller to sell the LNG Operations to
Purchaser shall be subject to the conditions that all of Seller's
representations and warranties shall be true as if made as of the Closing, and
that Seller shall have complied with all of its covenants set forth herein.

          VI.  MISCELLANEOUS

          6.01    The Parties shall indemnify and hold each other harmless for
their respective breaches of their respective representations and warranties.

          6.02    This Agreement may not be assigned by either of the Parties.
This Agreement shall inure to the benefit of and be binding upon the Parties and
their respective successors.

          6.03    This Agreement shall be governed by Norwegian law, and the
parties agree to submit to the non-exclusive jurisdiction of the courts of
Norway in connection with any dispute arising in connections with it.

                                                                               5
<Page>

          6.04    Either Party may terminate this Agreement if the Closing has
not taken place by June 15, 2001.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be signed
as of the date first above written.

SELLER:                                            PURCHASER

OSPREY MARITIME LIMITED                            GOLAR LNG. LTD.

By: /s/ Torn Haugard Evensen                       By: /s/ Tor Orlav Troim
    -----------------------------                      ------------------------
Name: Torn Haugard Evensen                         Name: Tor Orlav Troim
Title: Director                                    Title: Director

                                                                               6
<Page>

                                  SCHEDULE 1.01

<Table>
<Caption>
                                                                         Action required to acquire
          Name                             Shareholder                           company
          ----                             -----------                   --------------------------
<S>                                   <C>                                 <C>
HOLDING CO

Gotass-Larsen Shipping Corporation    100% owned by OML                   TRANSFER SHARES
(GLSC)

Golar Gas Holding Company Inc.        100% owned by GLSC                  Will be acquired through purchase
(GGHC) [LNG Vessels]                                                      of GLSC

Golar Maritime (Asia) Inc. (GMA)      100% owned by GGHC                  Will be acquired through purchase
[Golar Mazo]                                                              of GLSC

Oxbow Holding Inc. (OH) [Golar Mazo]  100% owned by OML                   TRANSFER SHARES

SHIPHOLDING COMPANIES

Golar Freeze Inc.                     100% owned by GGHC                  Will be acquired through purchase
                                                                          of GLSC

Golar Gimi Inc.                       100% owned by GGHC                  Will be acquired through purchase
                                                                          of GLSC

Golar Hilli Inc.                      100% owned by GGHC                  Will be acquired through purchase
                                                                          of GLSC

Golar Khannur Inc.                    100% owned by GGHC                  Will be acquired through purchase
                                                                          of GLSC

Faraway  Maritime  Shipping  Company  20%  owned by GMA,  40%  owned by   GMA's participation  will be
[Vessel:  Golar  Mazo]  [60%]         OH, 40% owned by third  party       acquired through purchase of GLSC.

Golar Gas Cryogenios Inc. [Vessel:    50% owned by GGHC, a wholly owned   GGHC's interest will be acquired
Golar Spirit]                         subsidiary of GLSC; 50% owned by    through the purchase of GLSC.
                                      OML directly

MANAGEMENT COMPANIES                                                      TRANSFER SHARES

Osprey Maritime Management Limited    100% owned by OML
(OMML)

Aurora Management Inc. (AM)           80% owned by GMA, 10% owned by OH   Will be acquired through the
                                      [10% owned by third party]          purchase of OH and GLSC.
</Table>

                                                                               7
<Page>

<Table>
<S>                                   <C>                                 <C>
Osprey Maritime (Europe) Limited      100% owned by OMML                  Will be acquired through
                                                                          acquisition of OMML

Gotass-Larsen International Limited   100% owned by OMML                  Will be acquired through
                                                                          acquisition of OMML

Golar International Limited           100% owned by OMML                  Will be acquired through
                                                                          acquisition of OMML

NEWBUILDING CONTRACT

Newbuilding  contract in the name of                                      Assign contract to Purchaser or
OML (or its assignee)  related to                                         its designee
Hull 2215 (the  "Newbuilding
Contract") with Daewoo Shipbuilding
and Engineering Corporation Ltd.
for the construction of one 138
cbm3 LNG carrier with an option to
contract another vessel
</Table>

                                                                               8
<Page>

                          LIST OF VESSELS AND CHARTERS

<Table>
<Caption>
                                                          CHARTER                              CHARTER
NAME                 CAPACITY(CBM)        YEAR BUILT      TYPE              CHARTERER          EXPIRATION
 ---------------    ---------------      --------------   ---------------  ---------------   ---------------
<S>                 <C>                  <C>                    <C>        <C>               <C>
Golar Mazo          138,000              2000                   Time       Pertamina/        December 2017
                                                                           KOGAS

Golar Spirit        129,013              1981                   Time       Pertamina/        December 2006
                                                                           KOGAS

Golar Freeze(1)     125,862              1977                   Time       BG Methane        December 2002
                                                                           Svcs.

Hilli               124,890              1975                   Time       BG Methane        January 2011
                                                                           Svcs.

Khannur             125,003              1977                   Time       BG Methane        June 2009
                                                                           Svcs.

Gimi                124,872              1976                   Time       BG Methane        December 2009
                                                                           Svcs.
</Table>


02089.016#246435


- ----------
(1)  BG Methane Services has time charter options on the Golar Freeze through
     December 2009.

                                                                               9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>11
<FILENAME>a2094458zex-4_5.txt
<DESCRIPTION>EXHIBIT 4.5
<TEXT>
<Page>

                                                                     EXHIBIT 4.5

                          SALES AND PURCHASE AGREEMENT

This Agreement is made on this 21st day of May 2001, by and between:-

SEATANKERS MANAGEMENT CO. LTD., a company incorporated and validly existing
according to the laws of the Republic of Cyprus, having its registered office at
Deana Beach Apts., Block 1, Flat 411, Promachon Eleftherias Str., Ayios
Athanasios, CY-3103, Limassol, Republic of Cyprus (the "SELLER")

                                      -and-

GOLAR LNG LTD., a company  incorporated  and  existing  according to the laws of
Bermuda,  having its  registered  office at  Mercury  House,  101 Front  Street,
Hamilton HM GX, Bermuda (the "BUYER").

WHEREAS:-

A.   (1) The Seller has contracted with Hyundai Heavy Industries Co., Ltd. and
     Hyundai Corporation of Korea (together "HYUNDAI") pursuant to the terms of
     a Shipbuilding Contract dated the 10th May 2001 whereby the Builder has
     undertaken to construct and deliver to the Seller one LNG gas carrier of
     137,000 cubic metres with Builder's Hull No. 1444 (the "HYUNDAI VESSEL")
     upon the terms and conditions set out therein (the "HYUNDAI AGREEMENT") and
     (2) the Seller holds an option for the construction and purchase of a
     second LNG gas carrier of 138,100 cubic metres upon the terms and
     conditions of an option agreement dated 10th May 2001 (the "HYUNDAI OPTION
     AGREEMENT");

B.   The Seller has entered into a Letter of Agreement dated 11th May 2001 with
     Samsung Heavy Industries ("SAMSUNG") (the "SAMSUNG AGREEMENT") pursuant to
     which (1) the Seller has the option, exercisable until 30th May 2001, to
     conclude a binding agreement with Samsung for the construction and delivery
     to the Seller of one LNG gas carrier of 138,000 cubic metres (the "SAMSUNG
     VESSEL") and (2) the Seller holds the option to purchase a second LNG gas
     carrier of 138,000 cubic metres (the "SAMSUNG OPTION AGREEMENT"), each upon
     the terms and conditions set out therein;

C.   Pursuant to the terms of the Hyundai Agreement the Seller is obliged to pay
     to Hyundai the sum of USD 32,518,000 representing the first instalment due
     thereunder within 3 banking days of receipt by the Seller of a Refund
     Guarantee to be provided by the Export - Import Bank of Korea (the "HYUNDAI
     PAYMENT"), such payment falling due before the end of May 2001;

D.   The Seller wishes to sell and the Buyer wishes to purchase all right,
     title, interest, liabilities and obligations, if any, of the Seller under
     (a) the Hyundai Agreement, (b) the Hyundai Option Agreement, (c) the
     Samsung Agreement and (d) the Samsung Option Agreement (together the
     "BENEFITS"), on the terms and conditions hereinafter contained and for
     which Hyundai and Samsung have indicated their consent to the respective
     terms thereof.

<Page>

NOW THEREFORE, it is hereby agreed as follows:-

1.   Subject to the terms and conditions hereof, the Seller hereby sells and the
     Buyer hereby purchases the Seller's Benefits of whatsoever nature attached
     to (a) the Hyundai Agreement, (b) the Hyundai Option Agreement, (c) the
     Samsung Agreement and (d) the Samsung Option Agreement.

2.   The purchase price for the Benefits shall be USD 32,518,000 (being the
     monies to be paid by the Seller to Hyundai), together with interest, and
     USD 2,500,000 by way of consideration, the receipt and sufficiency of which
     is hereby acknowledged by the Seller.

     Payment of the purchase price shall be made by the Buyer no later than
     seven business days after the Closing Date (as defined below).

3.   The transfer of the Benefits shall be effected on 31 May, 2001 or such
     subsequent business day in Singapore, Oslo, London and New York prior to 15
     June, 2001 as the Buyer shall nominate to the Seller (the "CLOSING DATE").

4.   Subject to the approval of the Buyer, the Seller shall exercise the option
     for the construction of the Samsung Vessel pursuant to the Samsung
     Agreement prior to its expiry.

5.   The seller hereby warrants and represents to the Buyer and/or its
     successors and/or assigns that, except as otherwise disclosed in writing
     prior to the date of completion of this present Agreement that:

     a.   The Seller is the sole beneficiary of the Benefits and, save as
          embodied in the terms of this Agreement, the Benefits are free from
          any option, lien or encumbrance other than warranted by the Seller
          and/or in this Agreement. No options, or similar rights or obligations
          to subscribe for or otherwise acquire the Benefits are outstanding,
          save as embodied in the terms of this Agreement;

     b.   The Seller warrants that there has been no default by it under either
          (a) the Hyundai Agreement or (b) the Samsung Agreement (or their
          respective options) and that both agreements remain in full force and
          effect;

     c.   The Seller is registered as properly established and existing under
          the laws of the Republic of Cyprus and is entitled to carry on such
          business as is conducted now;

     d.   No court proceedings are pending and there are no facts or
          circumstances known to the Seller to date which could lead to court
          proceedings or which may materially affect the value of the Benefits
          or impose upon the Buyer any obligation in excess of that contemplated
          by this Agreement.

6.   Completion of the sale and purchase of the Benefits shall take place with
     effect from the Closing Date when the following business will be
     transacted:

     a.   The Buyer shall procure that the Seller is unconditionally released
          (or is otherwise counter-indemnified to the satisfaction of the
          Seller) from and against all or any liability which the Seller may
          have in respect of (a) the Hyundai Agreement and

                                                                               2
<Page>

          (b) the Samsung Agreement and their respective options, including but
          not to be limited to any guarantee given by or on behalf of the Seller
          to guarantee, INTER ALIA, the contractual obligations of the Seller
          under either (a) the Hyundai Agreement or (b) the Samsung Agreement or
          their respective options, after which the Buyer shall be entitled to
          receive the Benefits thereafter accruing to the Seller.

     b.   The seller shall deliver or cause to be delivered to the Buyer:

          -    duly executed Hyundai Agreement, as may have been amended from
               time to time;

          -    duly executed Samsung Agreement, as may have been amended from
               time to time;

          -    if required, a Novation Agreement to be entered into between the
               Seller, Hyundai and the Buyer or its nominee evidencing the
               acceptance by the Builder of the novation of the Hyundai
               Agreement and the Hyundai Option Agreement from the Seller to the
               Buyer;

          -    if required, a Novation Agreement to be entered into between the
               Seller, Samsung and the Buyer or its nominee evidencing the
               acceptance by the Builder of the novation of the Samsung
               Agreement and the Samsung Option Agreement from the Seller to the
               Buyer;

          -    sufficient evidence that the Seller is in good standing with the
               Cypriot authorities;

          -    such corporate authorities as reasonably required to give legal
               effect to this Agreement.

7.   Any and all notices given or required to be given in connection with this
     Agreement shall be made to:

          THE SELLER:

          c/o Seatankers Management Co. Ltd.
          P.O.Box 53562
          CY-3399 Limassol
          Cyprus

          Tel: +357 5 32 61 11
          Fax: +357 5 32 37 70

          THE BUYER:

          c/o Frontline Management AS
          Bryggegata 3
          N-0250 Oslo
          Norway

          Tel: +47 23 11 40 00
          Fax: +47 23 11 40 40

                                                                               3
<Page>

This Agreement shall be governed by and construed in accordance with the laws of
England. Any dispute or difference arising hereunder shall be referred to
arbitration in London pursuant to the Arbitration Act 1996.

SIGNED in 2 original counterparts on the date shown above.


SEATANKERS MANAGEMENT CO. LTD.


- -----------------------------
By: Erling Lind
Title: Attorney-in-Fact


GOLAR LNG LTD.


/s/  Tor Olav Trolm
- -----------------------------
By: Tor Olav Trolm
Title: Director

                                                                               4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>12
<FILENAME>a2094458zex-4_6.txt
<DESCRIPTION>EXHIBIT 4.6
<TEXT>
<Page>

                                                                     EXHIBIT 4.6

                                    THE RULES

                                       OF

                                GOLAR LNG LIMITED

                      BERMUDA EMPLOYEE SHARE OPTION SCHEME

<Page>

                                GOLAR LNG LIMITED

                                  RULES OF THE
                      BERMUDA EMPLOYEE SHARE OPTION SCHEME

1.     DEFINITIONS

1.1    In this Scheme where the context so permits the following words and
       expressions shall have the following meanings:

       "ADOPTION DATE" means the date on which the Scheme is approved by the
       board of directors of the Company;

       "AUDITORS" means the Auditors of the Company (acting as experts and not
       as arbitrators) from time to time;

       "ANNOUNCEMENT DATE" means the date on which the quarterly results of the
       Company are announced;

       "BOARD" means the board of directors of the Company or the directors
       present at a duly convened meeting of the Board of directors or of a duly
       constituted committee of the board of directors at which a quorum is
       present;

       "COMPANY" means Golar LNG Limited, registered in Bermuda;

       "DATE OF GRANT" means the date on which an Option is granted by the Board
       pursuant to Clause 2 hereof;

       "ELIGIBLE EMPLOYEE" means an employee who is, or who becomes, contracted
       to work at least 20 hours per week in the service of one or more
       Participating Companies or a director of one or more such companies;

       "GROUP" means the Company and the Subsidiaries;

       "INDEPENDENT EXPERT" means either a firm of independent public
       accountants of recognised standing who may be the regular auditors of the
       Company or an internationally recognised investment bank to be selected
       by the Board;

       "MARKET VALUE" means on any day the average of the middle market
       quotations of the Option Share as derived from the Oslo Stock Exchange
       (or any stock exchange on which the Company's shares are traded) for the
       three immediately preceding dealing days on that Exchange;

       "OPTION" means a right (but not an obligation) to subscribe for Shares
       granted or to be granted in accordance with the Scheme;

<Page>

       "OPTION CERTIFICATE" means a certificate issued by the Company to the
       Option Holder evidencing the title of the Option Holder to the Option;

       "OPTION HOLDER" means an Eligible Employee or a former Eligible Employee
       who is the holder of an Option which has neither been fully exercised nor
       ceased to be exercisable nor lapsed and, where the context so permits, a
       person entitled to rights under any such Option in consequence of the
       death of the original Option Holder;

       "OPTION PERIOD" means in relation to an Option, a maximum period of nine
       years commencing on the first anniversary of the Date of Grant;

       "OPTION SHARES" means Shares in respect of which an Option has been
       granted;

       "OTHER SCHEME" means any scheme (other than the Scheme) which provides
       for the grant of options to acquire Shares by employees and/or directors
       of the Company and/or the Subsidiaries and which is established by the
       Company;

       "PARTICIPATING COMPANY" means the Company, Golar Management Limited or
       any other Subsidiary to which the Scheme for the time being extends as
       provided in Clause 2.1 hereof;

       "RULES" means these rules as varied from time to time in accordance with
       Clause 8 hereof;

       "SCHEME" means this employee share option scheme;

       "SHARES" means fully paid ordinary shares of US$1.00 each in the capital
       of the Company;

       "SHARE CAPITAL" means fully paid issued share capital of the Company;

       "SUBSCRIPTION COST" means in relation to the exercise of an Option, the
       product of the number of Option Shares in respect of which the Option is
       exercised and the Subscription Price of such Option Shares;

       "SUBSCRIPTION PRICE" means the higher of:

       (i)     such price as the Board shall from time to time at its discretion
               resolve; provided that such price is not lower than the Market
               Value, and

       (ii)    the nominal value of a Share;

       "SUBSIDIARY" means a company which for the time being is a subsidiary of
       the Company within the definition contained in Section 86 of the
       Companies Act 1981 of Bermuda;

       "SUBSISTING OPTION" means an Option which has neither lapsed nor been
       exercised.

<Page>

1.2    In this Scheme except in so far as the context otherwise requires:

       a.      words denoting the singular number shall include the plural
               number and words denoting the masculine gender shall include the
               feminine gender;

       b.      any reference herein to any enactment or statutory provision
               shall be construed as a reference to that Bermudian enactment or
               provision as from time to time amended extended or re-enacted;
               and

       c.      references to the exercise of an Option shall include the
               exercise of an Option in part.

2.     GRANT OF OPTION

2.1    The Board may, from time to time, at its discretion, resolve that, in
       addition to the Eligible Employees of the Company and Golar Management
       Limited, the Scheme shall extend to Eligible Employees of one or more
       Subsidiaries which company or companies shall thereby fall within the
       definition of Participating Company in Clause 1 hereof and may from time
       to time, at its discretion, resolve that the Scheme shall cease so to
       extend.

2.2    At any time or times within a period of 40 days after an Announcement
       Date or the Adoption Date, and in any case not earlier than the Adoption
       Date nor later than the tenth anniversary thereof, the Board may in its
       absolute discretion resolve to grant an Option or Options to an Eligible
       Employee or to Eligible Employees on terms and conditions set out in the
       Rules.

2.3    Not later than seven days following the Date of Grant the Board shall
       notify the relevant Eligible Employees that they have been granted
       Options.

2.4    The notice given by the Board pursuant to Clause 2.3 shall be in such
       form, not inconsistent with these Rules, as the Board may determine and
       shall specify the number of Shares comprised in the Option, the Date of
       Grant and the Subscription Price.

2.5    Not later than twelve weeks following the Date of Grant the Option Holder
       may, by a notice given in writing, renounce his rights to any Option
       granted pursuant to Clause 2.2 in which event such Option shall be deemed
       for all purposes never to have been granted.

2.6    As soon as possible after the expiry of the twelve week notice period
       referred to in Clause 2.5, the Board shall issue an Option Certificate in
       respect of each Option in such form, not inconsistent with these Rules,
       as the Board may determine.

3.     LIMITATIONS

3.1    No Option shall be granted after the tenth anniversary of the Adoption
       Date.

3.2    No Options shall be granted if such grant would result in the aggregate
       in any ten year period of:

       (i)     the number of Shares over which Subsisting Options have been
               granted under this Scheme, and

<Page>

       (ii)    the number of Shares which have been issued on the exercise of
               Options granted under this Scheme, and

       (iii)   the number of Shares over which Subsisting Options have been
               granted under any Other Scheme, and

       (iv)    the number of Shares which have been issued pursuant to any Other
               Scheme

       exceeding seven percent of the number of Shares then in issue.

3.3    No Option shall be granted to any person unless he is, at the Date of
       Grant, an Eligible Employee.

4.     MAIN TERMS

4.1    No consideration shall be payable to the Company for the grant of an
       Option.

4.2    The Option shall entitle the Option Holder to subscribe for Shares at a
       price per Share equal to the Subscription Price.

4.3    Any Option which has not lapsed may be exercised in whole or in part at
       any time provided the earliest of the following events has occurred:

       a.      the first anniversary of the Date of Grant;

       b.      the death of the Option Holder;

       c.      the Option Holder ceasing to be an Eligible Employee.

4.4    An Option shall lapse on the earliest of the following events:

       a.      such date as the Board in its discretion may prescribe from time
               to time, provided that such date cannot be later than the tenth
               anniversary of the Date of Grant;

       b.      the first anniversary of the Option Holder's death;

       c.      the first anniversary of the Option Holder's retirement;

       d.      three months following the Option Holder's ceasing to be an
               Eligible Employee, other than by reason of his death or
               retirement;

       e.      six months after the Option has become exercisable in accordance
               with Clause 7.1;

       f.      the Option Holder being adjudicated bankrupt.

5.     EXERCISE OF OPTIONS

5.1    Exercise of an Option shall be effected by the Option Holder giving
       notice in writing to the company specifying the number of Option Shares
       (not being less than 500 Shares, and being a multiple of 100 Shares)
       except in the case of final exercise of all outstanding rights under the
       Option) in respect of which the Option is being exercised on that
       occasion and accompanied by the relevant Option Certificate and payment
       in full of the Subscription Cost and otherwise in such form and manner as
       the Board in its discretion may prescribe from time to time, provided
       that such notice shall be deemed to

<Page>

       have been exercised and to take effect on the date on which the notice by
       the Option Holder and payment of the Subscription Price are received by
       the Company.

5.2    Subject to any necessary consents under regulations or enactments for the
       time being in force and subject to compliance by the Option Holder with
       all the Rules, the Company shall, not later than thirty days after
       receipt of the notice referred to in Clause 5.1 above, allot and issue to
       the Option Holder the number of Shares specified in the notice. If the
       number of Shares over which the Option is exercised is less than that
       specified in the relevant Option Certificate then the Company will issue
       a balance Option Certificate in respect of the remainder of such Shares
       over which the Option is still capable of exercise.

5.3    Shares allotted under the Scheme in pursuance of the exercise of an
       Option shall rank pari passu in all respects with the Shares for the time
       being in issue save as regards any rights attaching by reference to a
       record date prior to the date on which the Option is exercised.

6.     ADJUSTMENTS TO OPTION RIGHTS

6.1    In the event of any capitalization issue or rights issue or any
       sub-division, consolidation or reduction of the capital of the Company,
       the Board may make such adjustment as it considers appropriate with
       regard to:

       a.      the maximum number of Shares under the Scheme as provided in
               Clause 3.2; or

       b.      the aggregate number of Shares subject to any Option;

       c.      the Subscription Price of any Shares subject to any Option; or

       d.      the terms of any Option.

       PROVIDED THAT:

       e.      any such adjustment has been confirmed in writing by an
               Independent Expert to be in their opinion fair and reasonable;
               and

       f.      the aggregate Subscription Cost payable by an Option Holder on
               the exercise of all his Options is not increased; and

       g.      the amount payable to subscribe for any Share subject to any
               Option shall not be reduced below its nominal value.

6.2    The Board shall give notice in writing to each Option Holder affected
       thereby of any adjustment made pursuant to this Clause 6 and may at its
       discretion deliver to him a revised Option Certificate in respect of his
       Option.

7.     WINDING-UP

7.1    If notice is given by the Board to the holders of Shares in the Company
       of a members resolution for the voluntary winding-up of the Company,
       notice of the same shall forthwith be given by the Board to the Option
       Holders. Each of the Option Holders shall be entitled within six months
       following such notice, to give notice in writing to the Company (such
       notice being accompanied by payment of the Subscription Cost)

<Page>

       electing to the treated as if all or any of his Options had been
       exercised immediately before the commencement of the winding-up in which
       event such Option Holder will be entitled to participate in the assets
       available in the winding-up pari passu with the holders of Shares in the
       Company as if he were the holder of the Shares to which he would have
       been entitled had his Options been so exercised. Subject thereto all
       Options shall lapse on the commencement of the winding-up.

7.2    Option rights shall lapse immediately in the event of the Company being
       wound-up otherwise than in the event of a voluntary winding-up.

8.     VARIATION OF THE SCHEME

8.1    Subject to Clause 9.2 the Board may at any time alter or add to the Rules
       in any respect, provided that:

       a.      the Board may not cancel an Option except where (i) the Option
               Holder has breached the provisions of Clause 9.6 or (ii) the
               Option Holder has previously agreed; and

       b.      (subject as herein provided) the Board may not modify the terms
               of an Option already granted otherwise than with the consent of
               the Option Holder.

8.2    Notwithstanding the provisions of Clause 8.1, no amendment may be made
       which would make the terms on which Options may be or have been granted
       materially more generous without the prior approval of the Company in
       general meeting.

8.3    The Board shall give notice in writing to each Option Holder of any
       alteration or addition made pursuant to this Clause 8 and may, at its
       discretion, deliver to each Option Holder a revised Option Certificate in
       respect of his Option.

9.     GENERAL PROVISIONS

9.1    The Company shall at all times keep available sufficient authorized but
       unissued Shares to satisfy the exercise in full of all Options for the
       time being capable of being exercised.

9.2    The Board may from time to time make and vary such regulations and
       establish such procedures for the administration and implementation of
       the Scheme as it thinks fit. In the event of any dispute or disagreement
       as to the interpretation of the Rules or as to the question of rights
       arising from or related to the Scheme, the decision of the Board shall
       (except as regards any matter required to be determined by the Auditors
       hereunder) be final and binding upon all persons.

9.3    The cost of the administration and implementation of the Scheme shall be
       borne by the Company.

9.4    Copies of documents sent to all the holders of Shares shall be sent also
       to all Option Holders who are not otherwise entitled to receive the same.

9.5    The rights and obligations of an Eligible Employee under the terms on
       which the Eligible Employee holds his office or employment with a
       Participating Company shall not be affected by his participation in the
       Scheme or by any right he may have to

<Page>

       participate therein, and the Scheme shall afford an Eligible Employee no
       rights to compensation or damages in connection with the termination of
       such office or employment for any reason whatsoever.

9.6    The rights and obligations of an Option Holder shall be personal to the
       Option Holder and no Option nor the benefit thereof may be transferred,
       assigned, charged or otherwise alienated save that nothing in this
       sub-clause shall prohibit the transmission of an Option or the benefit
       thereof by operation of law.

9.7    For so long as the Shares are listed on the Oslo Stock Exchange or any
       other stock exchange, the Company shall apply to the appropriate
       authorities of such stock exchanges for all shares allotted under the
       Scheme to be admitted to the official stock exchange list.

9.8    Any notice or other document to be served by the Company under the Scheme
       on an Eligible Employee or Option Holder may be served personally or by
       fax or by sending it through the post in a prepaid letter addressed to
       him at his address as last known to the Company.

       Any notice or other document to be served under the Scheme on the Company
       may be served by an Eligible Employee or Option Holder by leaving it at
       the registered office for the time being of the Company or by fax or by
       sending it through the post in a prepaid letter addressed to such
       registered office.

       Where any notice or other document is served or sent by first class post
       it shall be deemed to have been received at the expiration of seven days
       (excluding Saturdays, Sundays or public holidays in Bermuda or the United
       Kingdom) after the time when cover containing the same was put in the
       post properly addressed and stamped. Any notice or document sent by fax
       shall be deemed to have been received at the time of transmission to the
       party to which it is addressed.

9.9    The Insider Regulations of the Company are applicable to the Shares
       received as a consequence of the exercise of Options.

10.    TERMINATION OF THE SCHEME

10.1   The Scheme shall terminate on the earlier of the following dates:

       a.      the date (if any) determined by the Board to be the date of
               termination of the Scheme; and

       b.      the tenth anniversary of the Adoption Date.

10.2   Following termination of the Scheme pursuant to Clause 10.1 above, no
       further Options shall be granted but the subsisting rights and
       obligations of existing Option Holders will continue in force as if the
       Scheme had not terminated.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>13
<FILENAME>a2094458zex-4_7.txt
<DESCRIPTION>EXHIBIT 4.7
<TEXT>
<Page>

                                                                     EXHIBIT 4.7

CONFIDENTIAL



Dear Mr. G. K. McDonald


SERVICE AGREEMENT


The purpose of this letter is to record the terms agreed between us on which you
will act as General Manager Fleet Management of Osprey Maritime (Europe) Ltd.
(the "Company"):-

1.   Your duties extend to Company and all of its subsidiaries, associates and
     affiliates from time to time, (the "Group"). During the continuance of your
     employment you will devote all your time, attention and skill during
     working hours to the affairs of the Group, use your best endeavours to
     promote the interests of the Group, at all time obey the reasonable and
     lawful instructions of the Chief Operating Officer Fleet Management and
     keep the respective COO. F. M. fully informed of your conduct of the
     affairs of the Group. The various offices of the Group have official
     working hours, however, and you will from time to time be expected without
     any further remuneration to work outside those hours as and when the
     occasion demands or as otherwise required by the COO. F. M. For reference
     at commencement of employment with the Company your normal working hours
     will be 40 per weeks.

2.   Your employment will commence no later than May 1998.

3.   Except with the prior approval of the Chief Executive Officer you will not
     during the continuance of your employment with the Group be directly or
     indirectly interested or engaged in any other business. However, this will
     not preclude you from holding investments in any company listed on a stock
     exchange provided that you do not hold more than 3% of the issued shares or
     other securities of any class of any one company.

                                        1
<Page>

4.   Neither during nor at any time after the termination of your employment
     shall you divulge or communicate to any person or persons (except those
     persons in the Group whose province it is to know the same) nor use for
     you're your own benefit any confidential information you may receive or
     obtain in relation to the affairs of any Company in the Group or any of its
     clients and for a period of one year following the termination of your
     employment you will not directly or indirectly solicit or entice away any
     client or employee of any company in the Group.

5.   You will receive a salary at the rate of L7,500 (Pound Sterling Seven
     Thousand Five Hundred) per calendar month [monthly in arrears]. The Group
     will cooperate in arrangements to enable payment to be made in a tax
     efficient manner, bearing in mind the location of your employment from time
     to time, so as to avoid unnecessary tax. Your salary will be reviewed each
     year on 1st July.

6.   You will initially be located in London. The Group reserves the right, upon
     giving reasonable notice, to post you in the future to Singapore or other
     locations as the needs of the business may require. In such event due
     consideration will be given to any substantive change in your cost of
     living and tax circumstances resulting from such new location and, subject
     to mutual agreement, the terms of this agreement may be altered
     accordingly.

     Where the employee has children of school age, the company will ensure a
     reasonable standard of education which does not adversely affect the
     continuity of schooling during service abroad. Where this involves costs
     which the employee would not otherwise have borne whether it be at a U.K.
     boarding school or at a school in Singapore or other location as the case
     may be, the company will bear the cost. Only children in primary and
     secondary phases of education (i.e. aged 5 - 18) are normally eligible for
     consideration.

     In the event that no agreement on such posting can be reached then Clause
     18, as it relates to termination, shall apply.

7.   In the event of relocation to Singapore or other location the Company will
     pay the cost of transporting your personal effects to the extent of freight
     and packing of one 40 foot container ex London and shall pay the cost of a
     one way Business Class airfare from London for you and your family. Upon
     termination of this Service Agreement for reasons other than as set out in
     paragraph 17(b) the Company shall pay the cost of freight and packing for
     your personal effects

                                        2
<Page>

     to your chosen place of re-location in an amount not exceeding one 40 foot
     container, to U.K., and a one way Business Class air fare not exceeding the
     cost of travel to U.K. for you and your family.

     While on overseas assignment the Company will provided one round trip
     economy air ticket per year to the U.K. for yourself and family.

8.   You will be entitled to receive an annual bonus at the discretion of the
     Board of Directors of the Company based upon overall Group performance, the
     relative performance of any individual Business Unit to which you may be
     assigned, and upon personal merit. The Board will make its decision on
     additional bonus after the finalization of the annual audit accounts for
     the financial year in respect of which bonuses are assessed and such bonus
     shall be payable prior to 31st March following the financial year to which
     it relates.

9.   As advised, the Company is establishing a share option scheme for employees
     within the parameters set down by the Stock Exchange of Singapore. You will
     be entitled to participate within the terms and subject to the conditions
     of the scheme.

10.  You have the alternative of being covered for pension either under the
     Company's UK Pension Scheme, a non-contributory plan which is contracted
     into the State Pension Scheme and which provides additional benefits to
     those provided by the State, including the State Earnings Related Pension
     Scheme (SERPS), or of taking out a Private Pension Plan.

     Before taking this decision, it is important that you are aware of all the
     facts pertaining to your personal and individual position. You should
     contact the Personnel Department in this respect, who will then put you in
     touch with an Independent Financial Advisor in order that you receive "best
     advice".

     In the absence of your decision to opt for a Private Pension Plan, you will
     be covered for pension purposes under the terms and conditions of the
     "Gotaas-Larsen UK Pension Scheme".

11.  You will be provided  with the use of a Company  motor car or car allowance
     appropriate to your position. The car allowance is currently L550 per month
     and is payable through the monthly

                                        3
<Page>

     payroll. A petrol allowance of L110 per month is presently in force with
     the use of a company credit card.

12.  The Company shall reimburse to you all reasonable out-of-pocket expenses
     incurred by you on Group business (including reasonable to expenses of
     entertaining and travelling) which expenses shall be evidenced in such
     manner as the Company may from time to time require. You should note that
     it is Company policy to cover the cost of business class travel of flights
     of more than 3 hours duration but economy class travel only on flights of
     less than 3 hours.

13.  You will be entitled (in addition to normal public holidays in the location
     of your employment) to 25 working days paid holiday in each year of your
     employment to be taken at such time or times as may be agreed by the COO.
     F. M.

14.  The Company will pay the premiums in respects of life, health and personal
     injury insurance as agreed with you from time to time advised in writing.

15.  The Company shall provide membership of a health care scheme for you and
     your family whereby the Company shall bear all medical expenses incurred by
     you including the cost of specialist consultations and hospital treatment,
     and dental costs (excluding cosmetic work). You are entitled to a medical
     check-up every two years at the company expense.

16.  Notwithstanding illness or other incapacity you will remain entitled to
     receive salary, benefits and accommodation allowances hereunder up to a
     maximum of 26 weeks in any period of 12 months. If and where required, you
     will supply the Company with medical certificates covering any period of
     illness or other incapacity and at the Company's expense undergo a medical
     examination by a doctor appointed by the Company.

17.  Your appointment will be subject to summary termination by the Company by
     notice in writing if:-

     (a)  You are unable satisfactorily to perform your duties hereunder through
          mental or physical ill health for a period or periods totally 270 days
          in any 12 month period; or

     (b)  You have committed any serious breach or repeated or continued after
          warning any material breach of your duties or shall be guilty of
          conduct bringing yourself or any

                                        4
<Page>

          Group company into disrepute or shall have become bankrupt or
          compounded with your creditors generally.

18.  Subject to the provisions relating to summary termination contained in
     paragraph 17 it is agreed that the duration of this Service Agreement shall
     be for a minimum period of eighteen months from commencement of employment
     and thereafter shall continue indefinitely or until terminated by written
     notice given by the Company to you or by you to the Company of not less
     than 6 months duration. The whole or part of this notice may be waived by
     mutual consent.

The offer is conditional subject to a satisfactory  medical report. If you agree
to the terms of this letter, please sign and return the enclosed copy.


Yours sincerely,


For an on behalf of
OSPREY MARITIME LIMITED


/s/ R. T. Watson
- ----------------

CAPTAIN R. T. WATSON
CHIEF OPERATING OFFICER FLEET MANAGEMENT

                                        5
<Page>

                                 PROMISSORY NOTE

For value received, the undersigned promises to pay to the order of Osprey
Maritime (Europe) Ltd, a Bermudan corporation (the "Company"), the principal sum
of

L20,900

to be repaid in MONTHLY instalments of

L317.55

commencing with May 1998's salary payment.

This loan carries a 3 (three) per cent per annum interest charge, which will be
calculated annually on the balance outstanding at the calculation point.

If for any reason whatsoever my employment is terminated with the Company, I
agree that on such date the entire outstanding balance of said note, including
any unpaid interest charges, shall be due and payable.

The Company shall also have the right to off-set the balance outstanding on the
loan together with interest due against the amount due from my Group Insurance
Policy in the event of my death and is authorised to deduct the monthly
repayments and interest from my monthly salary payments.

At any time during the 72 month period the maker may, at his discretion, pay
back all or part of the loan amount.

In the event the maker shall default on any payment provided for herein (i) the
full amount then remaining shall, at the option of the holder, immediately
become due and payable, and (ii) the maker shall pay all reasonable costs of
collection incurred by the Company, including, but not limited to reasonable
attorneys fees and disbursements.

This note shall be construed, enforced and interpreted under the laws of
England.

Date 21/4/98

Maker /s/ [ILLEGIBLE]
      --------------------

Witness /s/ R.J. Stewart
        ------------------

<Page>

[OSPREY MARITIME LIMITED LETTERHEAD]

                                                                BY FAX / COURIER

GRAEME MCDONALD, ESQ                                         22nd September 1999
Osprey Maritime (Europe) Limited
43-45 Portman Square
London
ENGLAND                                                   PRIVATE & CONFIDENTIAL


Dear Graeme,

I am pleased to formally confirm your promotion as discussed last week.

In addition to your current responsibilities as General Manager Fleet Management
for the Osprey Group with effect from 1st September 1999 you are appointed as
General Manager of the London Office responsible for administrative oversight of
that office. Functional reporting lines for staff in London will be to the
various different departmental heads.

In recognition of these additional responsibilities and the excellent work you
have done in Fleet Management your salary is increased to L135,000 per annum
effective from 1st September 1999.

I also confirm that a two year notice period will apply in the event that the
Company decides to terminate your employment with the Company. This will not
apply in the event of termination resulting from gross negligence, dishonesty on
your part or other just cause or in the event that you decide to resign from
your position at your own volition.

Your reporting line is to the CEO however, I wish to reinforce the conclusions
of recent discussions held with both you and your colleagues regarding the
current reorganization process which recognized the need for cooperation and
constructive dialogue with our colleagues to ensure that the Company's
activities develop in a coordinated and structured manner and I seek your full
support to encourage such an open culture.

You have my full support in your new role and I look forward to working closely
with you in our mutual efforts to place the Company on a firm footing.

<Page>

[OSPREY MARITIME LIMITED LOGO]

                                                         OSPREY MARITIME LIMITED

                                                        PRIVATE AND CONFIDENTIAL
                                           GRAEME MCDONALD - 22ND SEPTEMBER 1999


Please confirm your acceptance of the foregoing by signing and returning the
attached - copy of this letter.


Yours sincerely,                                   Signed in token of acceptance


/s/ T.S.C. Cottew
T.S.C. COTTEW                                      GRAEME MCDONALD
Chairman and CEO                                   Date

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>14
<FILENAME>a2094458zex-4_8.txt
<DESCRIPTION>EXHIBIT 4.8
<TEXT>
<Page>
                                                                     Exhibit 4.8


- -------------------------------------------------------------------------------

                              MANAGEMENT AGREEMENT
                             Dated February 21, 2002

- -------------------------------------------------------------------------------


                                     between

                                GOLAR LNG LIMITED

                                       and

                     FRONTLINE MANAGEMENT (BERMUDA) LIMITED


<PAGE>


                                    I N D E X


1. APPOINTMENT.........................................................4
2. THE COMPANY'S MANAGEMENT FUNCTIONS..................................4
3. SUBSIDIARIES........................................................4
4. SERVICES............................................................4
5. GENERAL CONDITIONS..................................................9
6. COMPENSATION.......................................................10
7. AUTHORITY..........................................................11
8. INDEMNITY..........................................................11
9. CONFIDENTIALITY....................................................12
10.TERMINATION........................................................13
11.DEFAULT............................................................14
12.FORCE MAJEURE......................................................14
13.NOTICES............................................................14
14.MISCELLANEOUS......................................................15
15.GOVERNING LAW......................................................15

APPENDIX I - FEE SCHEDULE

                                                                          Page 2
<PAGE>

THIS MANAGEMENT AGREEMENT (the "Agreement") is made on February 21, 2002


BETWEEN :

(1)  GOLAR LNG LIMITED, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08
     Bermuda (the "Company")

on the one part; and

(2)  FRONTLINE MANAGEMENT (BERMUDA) LIMITED, Par-la-Ville Place, 14 Par-la-Ville
     Road, Hamilton HM 08 Bermuda ("FrontManBer");

on the other part.

FrontManBer is hereinafter referred to as the "Manager" ", while the Company and
the Manager are referred to collectively as the "Parties" or,  separately,  as a
"Party"). The Company and its subsidiaries and associated companies are referred
to collectively as the "Group".

WHEREAS :

(A)  The  Company  is a limited  company  organised  under the laws of  Bermuda,
     having its registered office at the address stated above.

(B)  The Company's  shares are currently  listed on the Oslo Stock  Exchange and
     the  Company  is in the  process  of being  listed on the  Nasdaq  National
     Market.

(C)  The Company is,  through  direct and indirect  subsidiaries  established in
     various jurisdictions, the owner and/or operator of a substantial number of
     LNG vessels and other assets.

                                     Page 3
<Page>

(D)  It is the Company's policy to outsource certain of its administrative needs
     to other  corporate  entities,  either owned or  controlled  by itself,  by
     related parties or by third parties.

NOW THEREFORE, the Parties have agreed as follows:

1.   APPOINTMENT

1.1  The Company hereby confirms the appointment of the Manager on the terms and
     conditions set forth below

1.2  The  Parties  agree  that the terms set forth  herein  shall  regulate  the
     management  services  provided to the Group by the Manager with effect from
     June 1, 2001 and that all other  agreements,  whether  oral or in  writing,
     relevant thereto shall terminate with effect from the same date.

2.   THE COMPANY'S MANAGEMENT FUNCTIONS

2.1  Ultimate  responsibility  for the administration of the Group lies with the
     Company's board of directors (the "Board").

2.2  The Board has appointed its vice chairman as the Company's  Chief Executive
     Officer and the managing  director of  FrontManBer  as the Company's  chief
     accounting  officer and Company  Secretary.  (All of the above  hereinafter
     jointly referred to as the "Officers" or, individually, as an "Officer").

3.   SUBSIDIARIES

3.1  The  Group's  assets  are,  generally,  held  by  partly  or  wholly  owned
     subsidiaries of the Company (the  "Subsidiaries").  The Group, in addition,
     provides ship management services to third parties.

4.   SERVICES

4.1  The  Manager  shall,  throughout  the  terms of this  Agreement,  make such
     assistance and such services in relation to the management of the Group and
     the  Subsidiaries  available  to the Group as the Company and the  Officers
     from time to time may specify.

          Without  prejudice to the  generality  of the  foregoing,  the Manager
          shall provide the following services to the Group:

4.1.1 Corporate Governance Services

     a.   The Manager shall assist the Company  Secretary in preparing  material
          for and  convening  the  meetings of the Board and the  follow-up  and
          implementation  of the  resolutions  passed by the Board  from time to
          time.


                                     Page 4
<Page>

     b.   The Manager shall assist the Company  Secretary in preparing  material
          for and convening the meetings of the Company's  shareholders  and the
          follow-up and implementation of the resolutions passed therein.

     c.   The  Manager  shall  assist the Company  Secretary  in  preparing  and
          implementing  all aspects of the Company's  employee share option plan
          from time to time.

     d.   The Manager  shall be  responsible  for the operation of the Company's
          shareholder register and any and all sub-registers thereof.

4.1.2 The Manager shall be responsible  for all corporate  secretarial functions
      of the  Company's  Subsidiaries,  joint   venture  interests   and  equity
      investments as  appropriate,  such  responsibilities to include  assisting
      the  Company  Secretary  in  preparing  material  for  and  convening  the
      meetings   of  the  boards  and   shareholders  and  the   follow  up  and
      implementation  of the  resolutions  passed by the boards and shareholders
      from time to time.

4.1.3 Investor relations

     a.   The  Manager  shall  assist the Board and the  Officers in all aspects
          relevant to investor relations, including, but not limited to:

          -    distribution  of annual  and  quarterly  reports  and such  other
               information  as the Board from time to time  shall  decide to the
               Company's shareholders and others;

          -    presentations of the Company to investors and financial analysts;

          -    communication  with media and the public in general in respect of
               the Company's performance.

     b.   The  Manager  shall  provide  the Company  with such  information  and
          analysis as the Company shall require on the trading of its securities
          in the markets where they are regularly traded.

4.1.4 Accounting

     a.   The Manager shall be  responsible  for the  supervision of the Group's
          accounting  functions  and  shall,  in  this  respect,  report  to the
          Company's chief accounting officer and the Board.

     b.   The Group's  accounting  shall be based on US GAAP and such accounting
          principles as the Board from time to time shall have approved.

4.1.5 Auditing

     a.   The Manager shall assist the Company's  auditors in the continuous and
          annual audit of the Group's accounts.

4.1.6 Company Records

     a.   The Manager shall be responsible for the safekeeping and  professional
          filing  of  all  original  corporate  documents,  such  archive  being
          physically located in Bermuda.


                                     Page 5
<Page>

4.1.7 Stock Exchanges

     a.   The Manager shall, on the  instructions of the Company,  negotiate all
          listing  and  similar  agreements  relevant  to  the  listing  of  the
          Company's  securities on stock exchanges in such  jurisdictions as the
          Board, from time to time, shall decide.

     b.   The  Manager   shall  ensure   compliance  by  the  Company  with  all
          contractual  and legal  obligations of the Company in relation to such
          stock   exchanges  and  similar   trading  systems  as  the  Company's
          securities from time to time are listed on.

     c.   The  Manager  shall,  in  particular,  ensure  that all the  Company's
          obligations to inform stock exchanges of the Company's  activities and
          results  are  complied  with and shall enter into such  agreements  or
          other  arrangements  as shall be required by relevant stock  exchanges
          for this purpose.

     d.   The  Manager  shall  develop  and  implement  rules in relation to the
          possible  trading  by their  employees  of  securities  issued  by the
          Company  ensuring  that such  rules  comply  with  applicable  laws in
          relevant jurisdictions.

4.1.8 Government Relations - Taxes

     a.   The Manager  shall  ensure  compliance  by the Company  with all laws,
          regulations  and  provisions  applicable to the Company in Bermuda and
          such other  jurisdictions as the Group from time to time shall operate
          in.

     b.   The Manager  shall  monitor the tax  position of the Group and propose
          transactions  and  asset  allocations  to the  Board  with  a view  to
          minimising its overall tax exposure.

4.1.9 Corporate Finance

     a.   The Manager shall when  requested  assist the Officers and the Company
          in all matters relevant to the financing of the Group's activities.

     b.   The Manager shall, in accordance with specific  instructions  from the
          Board,  assist the Board and the  Officers  in  relation  to the issue
          and/or repurchase of the Company's securities.

4.1.10 Treasury Functions

     a.   The Manager  shall be  authorised to open and operate the Group's bank
          accounts in  accordance  with such  principles  therefore as the Board
          from time to time shall approve.  The Manager shall,  in this respect,
          be  authorised  to enter into  account  agreements  and all such other
          contracts or  agreements  as shall be required by the banks and others
          for this purpose.


                                     Page 6
<Page>

4.1.11 Technical Supervision Services

     a.   The Manager shall  participate in  restructuring  and arranging of the
          Group  technical  management  function  and  monitor and follow up the
          efficiency and quality of Group ship management.

     b.   The Manager shall participate in developing company-wide standards for
          the  technical  operation  of the  vessels  controlled  by  the  Group
          (including  vessels  managed  under  contract)  and a  policy  in this
          respect.  Such policy  document  shall be  submitted  to the Board for
          approval and shall, thereafter,  be reviewed regularly by the Managers
          with a view to improvements.

     c.   The Manager  shall,  on a regular  basis,  provide audits of technical
          management and crewing  arrangements,  such audits to include physical
          inspections of vessels.

     d.   The  Manager  shall  participate  in  the  negotiation  of  terms  and
          arrangements  for  drydocking of the vessels  controlled by the Group,
          both  in  line  with  the  regular   schedule   therefore   and  where
          circumstances otherwise require and shall be physically present at the
          drydocking.

     e.   The Manager shall  continuously  endeavour to improve the  operational
          standard and cost  effectiveness of the fleet of vessels controlled by
          the Group  and shall be  responsible  for the  continuous  improvement
          thereof.

     f.   The Manager shall extend the benefit of its bulk purchasing agreements
          and arrangements to the vessels controlled by the Group.

     g.   The Manager shall keep regular  contact with charterers of the Group's
          vessels and participate in the marketing of the vessels to charterers.

4.1.12 Mergers and Acquisitions

     a.   The Manager shall, in accordance with specific  instructions  from the
          Board or the Officers,  assist the Company in all matters  relevant to
          corporate  mergers  and/or  acquisitions  of  other  companies.   Such
          assistance  shall  include,  but shall not be limited to arranging the
          financing of any  acquisition,  renegotiating  existing  financing and
          other contractual  arrangement required by the  acquisition/merger and
          the general completion of the transaction in question.


                                     Page 7
<Page>

     b.   The Manager shall always report on their activities in matters related
          to mergers and  acquisitions  to the  Officers  and keep the  Officers
          continuously updated on the same.

     c.   The Manager shall, in accordance with specific  instructions  from the
          Board or the Officers, assist the Company in the sale of Subsidiaries.

4.1.13 Subsidiaries

     a.   The Manager shall prepare general  guidelines for the establishment of
          Subsidiaries  to the Board for its approval and ensure  implementation
          thereof thereafter.

     b.   The Manager shall endeavour to make its senior employees  available to
          the Subsidiaries as directors and/or officers.

     c.   The  Manager  shall be  responsible  for  maintaining  the  number  of
          Subsidiaries  from time to time at a level  coherent  with the Board's
          policy  and  ensure  that  dormant   Subsidiaries  are  liquidated  in
          accordance with such policy.

4.1.14 Sale and Purchase of Assets

     a.   The Manager  shall,  if  requested  and in  accordance  with  specific
          instructions from the Board and the Subsidiary in question,  supervise
          the  sale and  purchase  of  vessels  or other  assets  including  the
          completion  of such  transaction.

     b.   A sale or purchase of a vessel shall always be finally approved by the
          Board and the board of the relevant Subsidiary.

     c.   The Manager shall, if requested,  assist the Officers and the Board in
          following  the market for the sale and  purchase  of vessels and other
          assets and provide the Board with recommendations in this respect.

4.1.15 Newbuildings

     a.   The Manager, shall, if requested, assist the Officers and the Board in
          following   the  market  for   newbuildings   and,  in  this  respect,
          continuously liaise with relevant yards, brokers and analysts.

     b.   The Manager shall, if requested and always in accordance with specific
          instructions  from the  Officers  and the  Board,  assist the Group in
          negotiating  newbuilding contracts.  Any such contract shall always be
          subject  to the  final  approval  of the  Board  and the  board of the
          subsidiary ordering the said newbuilding.

4.1.16 General Purchasing Authority

     a.   The Manager  shall be generally  authorised  to conclude  purchases of
          goods and services on the Group's behalf within such limits as are set
          forth in each year's budget.


                                     Page 8
<Page>

5.   General Conditions

5.1  The Manager shall, in performing  their duties  hereunder,  effectively and
     faithfully serve the Group. In exercising the powers and authorities hereby
     conferred on them, the Manager shall:

     (i)  always use its best  endeavours  to protect  and  promote  the Group's
          interests;

     (ii) observe all applicable  laws and  regulations  relevant to the Group's
          activities; and

     (iii)always  act  in  accordance  with  good  and  professional  management
          practice.

5.2  The Manager shall have the right to  sub-contract  parts of the Services to
     related  companies  or to  third  parties  on  commercial  terms.  Any such
     sub-contracting  arrangements  with third parties shall be made in writing.
     The Company shall be provided with copies of such agreements.

5.3  The  Manager  shall be  entitled  to provide  management  services to other
     companies or entities.

     Such  entities can either be other  companies or groups of companies  under
     the ultimate control of the Company, related parties or genuine third party
     entities.

     The  Manager  shall not afford  preference  to any vessel or company  under
     their  management  but  shall,  so  far  as  practicable,   ensure  a  fair
     distribution of service to all vessels and companies under  management from
     time to time.

     The Manager shall, in the performance of the Services,  be entitled to have
     regard to their  overall  responsibility  in relation to all matters as may
     from time to time be entrusted to their  management and in particular,  but
     without  prejudice  to the  generality  of the  foregoing,  be  entitled to
     allocate available supplies, manpower and services between their management
     assignments in such manner as in the prevailing  circumstances  the Manager
     considers to be fair and reasonable.

5.4  All  discounts,  commissions  and other  benefits  received  by the Manager
     and/or their  employees from third parties as a consequence of the services
     to be provided to the Group  hereunder  shall be  disclosed  to the Company
     and, unless otherwise agreed, placed at the Company's disposal.

5.5  The Company shall, at all times, be allowed full access to the accounts and
     records of the  Manager  which are  relevant  to the  performance  of their
     obligations vis-a-vis the Group hereunder.

Such  access  shall be  granted to the  Officers  and  Directors  and such other
persons as shall be specifically  authorised by the Company.  Representatives of
the Company's  auditor shall, in relation to the audit of the Group's  accounts,
always be considered as authorised.


                                     Page 9
<Page>

5.6  The Manager  shall,  upon  request,  provide the Company with copies of all
     documents  relevant to the Group in their possession and otherwise  compile
     such facts and records on the basis of such  documents as shall,  from time
     to time be requested by the Company.

5.7  In order to facilitate the provision of Services the Directors and Officers
     shall  communicate all instructions and requests in respect of the Services
     to the Manager and their employees through the Manager.

5.8  FrontManBer shall be primary responsible for the following functions of the
     Services:

     a.   all governmental relations in Bermuda;

     b.   all filings to governmental  authorities and the stock exchange in the
          United States;

     c.   all  services  related  to  the  meetings  of the  Board,  shareholder
          meetings and other  corporate  governance  issues  relevant to Bermuda
          law;

     d.   maintaining the Company's official records as required by Bermuda law;

     e.   assisting the Company in relation to specific  corporate  transactions
          as per instructions from the Board from time to time.

     FrontManBer  shall, in the matters referred to in (a) to (e) above,  report
     to the Board.

     The  principle set forth above shall not apply in respect of the duties and
     obligations of FrontManBer's managing director in relation to the functions
     undertaken by such person in his capacity as the Company's chief accounting
     officer  and   company   secretary.   In   discharging   these   functions,
     FrontManBer's  managing director shall report to the other Officers and the
     Board.

6.   COMPENSATION

6.1  The  Manager  shall  receive a fee as set out in  Appendix 1 hereto for the
     Services as set out below.

     6.2a. Provision of corporate secretarial services for Group companies.

     6.3b. Provision of directors and officers services for Group companies.

     6.4c. Provision  of  corporate  secretarial   services  for  dormant  Group
           companies.

     6.5d. Provision  of directors  and  officers  services  for  dormant  Group
           companies.

     6.6e. Provision of technical supervision services.

     6.7f. Provision of all other services provided for herein.


                                    Page 10
<Page>

6.2  The budgeted  annual fee due to the Manager  shall be quoted by the Manager
     to the Board no later than 15 December  each year.  The fee shall be market
     compatible.

6.3  The preliminary  fees approved by the Board shall be paid to the Manager in
     advance on a quarterly basis in 4 equal amounts throughout the year.

6.4  In the event the Group  increases  or  reduces  its  activities  materially
     during a year, each of the Parties shall have the right to require that the
     preliminary  fees are adjusted.  Such adjustment shall always take place if
     any of the Manager,  as a  consequence  of such increase or decrease in the
     scope of the Services will have to increase its cost base.

6.5  Any  adjustment  shall be effective as from the month  following  agreement
     between the Parties on the revision.

6.6  The Manager's  out-of-pocket  expenses for providing the services  shall be
     paid by the Company in addition to the above fees.  Out-of-pocket  expenses
     include  travelling  expenses incurred in the Manager's  performance of the
     services and any payments to third  parties  directly  attributable  to the
     services.

7.   AUTHORITY

7.1  The Manager is authorised and (subject to Bermudan law and their compliance
     with the provisions  hereof)  obligates the Company by its signature in all
     transactions  connected  with  the  day-to-day  operation  of  the  Group's
     activities.

          All  matters of an  irregular  nature or special  importance,  and all
          matters which, according to the Company's by-laws, applicable Bermudan
          law and/or this Agreement,  require a decision by the Board,  shall be
          submitted to the Board and the Officers and shall not be actioned upon
          by the Manager without the prior written consent of the Company having
          been obtained.

7.2  The Company hereby ratifies and confirms and  undertakes,  at all times, to
     allow,  ratify and confirm all the Manager shall lawfully do or cause to be
     done in the bona fide performance of their duties hereunder.

8.   INDEMNITY

8.1  The  Manager  shall be under no  responsibility  or  liability  for loss or
     damage, whether as a loss of profits or otherwise, to the Group arising out
     of any act or omission involving any error of judgment or any negligence on
     the  part  of the  Manager  or any of  them  or any of  their  officers  or
     employees or in connection  with the performance of their duties under this
     Agreement,  unless  acts or  omissions  are caused by gross  negligence  or
     wilful misconduct.

          In any event, the manager shall not be liable under any  circumstances
          to  compensate  the Group in an amount  exceeding the aggregate of the
          annual fee.

8.2  The Company  covenants to indemnify  and keep  indemnified  the Manager and
     their employees against any and all liabilities,  costs,  claims,  demands,
     proceedings,  charges,  actions,  suits or expenses of  whatsoever  kind or
     character that may be incurred or suffered by any of them howsoever arising
     (other than by reason of fraud or  dishonesty  on their part) in connection
     with the provisions of the Services or the performance of this Agreement.


                                    Page 11
<Page>

8.3  The Manager shall not be required to take any legal action on behalf of the
     Group, the Directors or the Officers unless being fully indemnified (to its
     or their reasonable  satisfaction) for all costs and liabilities  likely to
     be incurred or suffered  by them.  If the Company  requires  the Manager or
     either of them in any capacity, to take any action which, in the opinion of
     the  Manager,  might make the  Manager as agents  liable for the payment of
     money or liable in any other way, the Manager shall be kept  indemnified by
     the Company in any  reasonable  amount and form  satisfactory  to them as a
     prerequisite to take such action.

8.4  The  indemnities   provided  by  the  Company  hereunder  shall  cover  all
     reasonable costs and expenses payable by the Manager in connection with any
     claims.

8.5  To the extent that the Manager is entitled to claim in indemnity in respect
     of amounts paid or  discharged by the Manager  pursuant to this  Agreement,
     these  indemnities  shall take  effect as an  obligation  of the Company to
     reimburse the Manager making such payment or effecting such discharge.

8.6  The  indemnification  provided by this clause shall not be deemed exclusive
     of any other rights to which those seeking  indemnification may be entitled
     under any statute,  agreement, the by-laws of the Company or otherwise, and
     shall continue after the termination of this Agreement.

8.7  The Manager shall be included as  co-assured on insurance  policies for the
     Vessels.

9.   CONFIDENTIALITY

9.1  All confidential information furnished to the Manager or any of them or any
     of their respective  employees,  directors or  sub-contractors  pursuant to
     this Agreement and any accounts,  accounting  and financial  records of the
     Group  created or  maintained by the Manager or any of them or any of their
     respective employees,  directors or sub-contractors as contemplated by this
     Agreement  shall be and remain the  property of the Group and shall be kept
     confidential by the Manager.

     The Manager hereby agree for  themselves and their  employees and agents to
     keep the same  confidential and not to disclose the same to any third party
     other than as expressly  contemplated hereby or as expressly  authorised in
     writing by the  Company  and not to use such  information  for any  purpose
     other than the purpose  contemplated hereby provided that the provisions of
     this clause 9.1 shall not apply to any such confidential  information which
     is:


                                    Page 12
<Page>

     (i)  required to be disclosed by law or court order;

     (ii) or becomes public knowledge  otherwise than as a result of the conduct
          of the Manager or any of them.

     For  the purpose of this clause "Confidential Information" shall mean:

     a.   confidential  information  (including without limitation trade secrets
          and confidential know-how) relating to the business of the Group;

     b.   all other  confidential  information and know-how of which the Manager
          become aware (both before or after the commencement date) or generates
          in the  course  of or in  connection  with  the  performance  of their
          obligations hereunder;

     c.   all information treated by the Manager in relation to their activities
          as  confidential  other  than  information  that is  public  knowledge
          (otherwise than as a result of a breach of confidentiality pursuant to
          this Agreement).

9.2  The Manager  shall,  if so required by any of the stock  exchanges on which
     the  Company's  shares are  listed,  ensure  that each of their  respective
     employees  having  access  to  confidential  information  shall  execute  a
     specific confidentiality undertaking in favour of the Company.

10.  TERMINATION

10.1 The Company may  terminate  this  Agreement  with 12 months'  prior written
     notice to the Manager.

10.2 Termination  shall be without  prejudice  to any rights or  liabilities  of
     either Party hereto  arising  prior to or in respect of any act or omission
     occurring prior to termination.

10.3 In the event of  termination,  the management fee shall be pro-rated to the
     date of termination (after taking into account such additional  amounts, if
     any,  as the time spent and the  responsibility  undertaken  by the Manager
     during the relevant period immediately prior to termination justify).

10.4 In the event of termination, the Company and the Manager shall procure that
     all  such  acts  are  done  as may be  necessary  to  give  effect  to such
     termination and the Company shall secure and the Manager shall,  subject to
     payment of all amounts due to them hereunder, co-operate in the appointment
     of a substitute Manager as circumstances may require.

10.5 Upon the termination of this Agreement,  the Manager shall hand over to the
     Company all books of account,  correspondence  and records  relating to the
     affairs of the Company  which are the property of the Company and which are
     in their possession.


                                    Page 13
<Page>

11.  DEFAULT

11.1 If the Manager, by any act or omission,  shall be in breach of any material
     obligation under this Agreement and such breach shall continue for a period
     of fourteen  (14) days after written  notice  thereof has been given by the
     Company to the Manager,  the Company shall have the right to terminate this
     Agreement with immediate effect by notice to the Manager.

11.2 The right to terminate this Agreement shall be in additional to and without
     prejudice  to any other  rights  which the  Company  may have  against  the
     Manager under this Agreement.

11.3 In the event that either:

     a.   any payment in respect of the remuneration  paid to the Manager or any
          other monies due to the Manager is not paid by the Company;

          or

     b.   the  Company  shall,  by any  act or  omission,  be in  breach  of any
          material  obligation  under  this  Agreement  and  such  breach  shall
          continue  for a period of  fourteen  (14) days  after  written  notice
          thereof has been given by the Manager to the Company;

     the Manager shall have the right to terminate this Agreement with immediate
     effect  by  notice  to the  Company,  any such  termination  being  without
     prejudice  to any claim the  Manager  may have on the  Company  under  this
     Agreement,  and taking effect either forthwith or at such other time as may
     be specified in the notice.

11.4 Either Party may forthwith by notice in writing terminate this Agreement if
     an order be made or a resolution  be passed for the winding up of the other
     or if a receiver be appointed of the business or property of the other,  or
     if the other shall cease to carry on business or make  special  arrangement
     or composition with its creditors or if any event analogous with any of the
     foregoing occurs under any applicable law.

12.  FORCE MAJEURE

The Manager shall be under no liability of any kind or nature  whatsoever in the
event that they should fail to perform any services hereunder if such failure is
directly or indirectly  caused by war,  war-like  activities,  government order,
riot, civil commotion,  strike or lock-out or similar actions,  or Act of God or
peril of the sea or any other similar cause beyond the Manager's control.

13.  NOTICES

13.1 All  correspondence or notices required or permitted to be given under this
     Agreement  shall be given in English and sent by first class mail, air mail
     or  telefax  (and in case of  telefaxes  confirmed  by  airmail  letter) or
     delivered by hand addressed as follows:

     If to the Company:
     ------------------
     Golar LNG Limited
     PO Box HM 1593
     Par-la-Ville Place
     14 Par-la-Ville Road
     Hamilton HM GX
     Bermuda
     Att.: Chief Executive Officer
     Telefax: 1 441 295-3494
     Telephone: 1 441 295-4705

     If to the Manager:
     ------------------
     Frontline Management (Bermuda) Limited
     PO Box HM 1593
     Par-la-Ville Place
     14 Par-la-Ville Road
     Hamilton HM GX
     Bermuda
     Att.: Managing Director
     Telefax: 1 441 295-3494
     Telephone: 1 441 295-6935

     or such other  address as either Party may  designate to the other party in
     writing.


                                    Page 14
<Page>

14.  MISCELLANEOUS

14.1 No Party shall be entitled to assign its rights  and/or  obligations  under
     this  Agreement  without  the prior  written  consent of the other  Parties
     hereto.

14.2 Nothing  in this  Agreement  shall be deemed to  constitute  a  partnership
     between the Parties.

14.3 No term of this  Agreement is enforceable by a person who is not a party to
     it.

14.4 This  Agreement  shall not be amended,  supplemented  or  modified  save by
     written agreement signed by or on behalf of the Parties.

15.  GOVERNING LAW AND ARBITRATION

15.1 This Agreement shall be governed by Bermuda Law.



The Company:                             The Manager:

For and on behalf of                     For and on behalf of
GOLAR LNG LIMITED                        FRONTLINE MANAGEMENT (BERMUDA) LIMITED



- ---------                                ---------
Signature                                Signature


SVEINUNG STOHLE                          KATE BLANKENSHIP
- ----------------                         ----------------
Name with block letters                  Name with block letters







                                    Page 15
<Page>

                                   APPENDIX I

                                  FEE SCHEDULE


           Service                                      Fee

Provision of corporate secretarial              $2,500 per company per annum
services for Group companies.

15.2 Provision of directors and officers        $2,500 per company per annum
     services for Group cmpanies.

15.3 Provision of corporate secretarial         $1,000 per company per annum
     services for dormant Group companies.

15.4 Provision  of  directors  and  officers    $1,000 per company per annum
     services  for dormant Group companies.

15.5 Provision of technical supervision         $36,000 per vessel per annum for
     services.                                  Golar  Freeze,  Hilli,  Gimi and
                                                Khannur.  $15,600 per vessel per
                                                annum for Golar Mazo and vessels
                                                managed for third  parties
                                                Newbuidings: $24,000 per vessel
                                                per annum until delivery
                                                (pro-rated as necessary for part
                                                of a year) and $15,600 per
                                                vessel per annum thereafter.

Provision of all other services provided        $1,000 per day
for in this agreement.




                                    Page 16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9
<SEQUENCE>15
<FILENAME>a2094458zex-4_9.txt
<DESCRIPTION>EXHIBIT 4.9
<TEXT>
<Page>
                                                                     Exhibit 4.9


                           Second Priority
                           Credit Facility


                           for an amount not exceeding
                           USD 60,000,000



                           dated 11 October 2002




                           Golar Gas Holding Company, Inc.
                           as Borrower




                           The Financial Institutions
                           listed in Schedule 1
                           as Banks




                           Nordea Bank Norge ASA
                           as Agent



                           Nordea Bank Norge ASA, Den norske Bank ASA
                           and Fortis Bank (Nederland) N.V.
                           as Arrangers






                           VOGT & WIIG AS

<PAGE>

                                      INDEX

1        Interpretation.................................................4
2        Commitment....................................................13
3        Purpose and utilisation.......................................13
4        Conditions precedent..........................................13
5        Facility .....................................................14
6        Security .....................................................14
7        Interest .....................................................15
8        Interest periods..............................................15
9        Substitute basis..............................................16
10       Repayment.....................................................17
11       Prepayment....................................................18
13       Payments .....................................................19
14       Increased costs...............................................20
15       Illegality....................................................21
16       Representations and Warranties................................22
17       Undertakings..................................................28
18       Default ......................................................34
19       The Agent.....................................................37
20       Fees and Commission...........................................41
21       Expenses .....................................................42
22       Indemnities...................................................42
23       Amendments....................................................43
24       Assignment....................................................43
25       Sharing of payments...........................................44
26       Tax Lease Option..............................................45
27       Severability..................................................46
28       Notices ......................................................46
29       Conflicting provisions........................................47
30       Jurisdiction..................................................47
31       Governing law.................................................47
32       Service of process............................................47


                                     Page 2
<Page>

Schedule   1  Banks and commitments....................................48
Schedule   2  Conditions precedent documents...........................49
Schedule   3  Form of Drawdown Notice..................................52
Schedule   4  Form of Renewal Notice...................................53
Schedule   5  Form of Deed of Assignment ..............................54
Schedule   6  Form of Pledge of Accounts...............................69
Schedule   7  Form of Pledge of Borrower Shares........................76
Schedule   8  Form of Subsidiary Pledge................................84
Schedule   9  Form of Compliance Certificate...........................93
Schedule  10A Form of Guarantee........................................94
Schedule  10B Form of Guarantee.......................................101
Schedule   11 Form of Mortgage........................................108
Schedule   12 List of Charters and Management Agreements..............124
Schedule   13 Form of Co-ordination Agreement.........................128










                                     Page 3
<PAGE>

THIS AGREEMENT (the "Agreement") dated 11 October 2002 is made between:

(1)       GOLAR  GAS  HOLDING  COMPANY,  INC.,  a  company  incorporated  in the
          Republic of Liberia,  having its registered office at 80 Broad Street,
          Monrovia, Liberia, as borrower (the "Borrower");

(2)       THE  FINANCIAL  INSTITUTIONS  LISTED  IN  SCHEDULE  1  as  banks  (the
          "Banks");

(3)       NORDEA BANK NORGE ASA, P.O.Box 1166 Sentrum,  Middelthunsgt.  17, 0368
          Oslo, Norway, as agent (the "Agent"); and

(4)       NORDEA BANK NORGE ASA, P.O.Box 1166 Sentrum,  Middelthunsgt.  17, 0368
          Oslo,  Norway, DEN NORSKE BANK ASA, Stranden 21, 0021 Oslo, Norway and
          FORTIS  BANK  (NEDERLAND)  N.V.,  Blaak 555,  3011 GB  Rotterdam,  The
          Netherlands acting through its Oslo Branch office, Munkedamsveien 53B,
          0250 Oslo, Norway, as arrangers (the "Arrangers").

WHEREAS

The Banks have agreed to grant the Borrower a second  priority  credit  facility
for an amount not exceeding USD 60,000,000,  subject to the terms and conditions
of this Agreement.

NOW IT IS HEREBY AGREED as follows:


1       Interpretation

1.1     Definitions

        In this Agreement and the preambles hereof;

        "Annualised  EBITDA"  means,  at any relevant  time,  the EBITDA for the
        three month period ending on such date multiplied by four (4).

        "Borrowed  Money"  means  Indebtedness  incurred in respect of (i) money
        borrowed  or raised and debit  balances at banks,  (ii) any bond,  note,
        loan stock,  debenture or similar debt  instrument,  (iii) acceptance or
        documentary  credit  facilities,  (iv)  receivables  sold or  discounted
        (otherwise  than on a non recourse  basis),  (v)  deferred  payments for
        assets or services  acquired (other than assets or services  acquired on
        normal commercial terms in the ordinary course of business where payment
        is  deferred  by  no  more  than  180  days),   (vi)  Capitalised  Lease
        Obligations,  (vii) any other transaction  (including without limitation
        forward sale or purchase  agreements)  having the commercial effect of a
        borrowing  or  raising  of  money,   (viii)  guarantees  in  respect  of
        Indebtedness  of any person falling within any of (i) to (vii) above and
        (ix) preference share capital in the Borrower or any member of the Golar
        Gas  Group  which is or may be  redeemable  prior to the  Maturity  Date
        and/or the full and final discharge of all  Indebtedness and liabilities
        of the Borrower under this Agreement.

        "Business Day" means a day upon which banks and foreign exchange markets
        are open for business of the nature  required by this Agreement in Oslo,
        Amsterdam, London and New York.

        "Capitalised Lease Obligation" of any person means the obligation to pay
        rent or other payment  amounts under a lease of (or other Borrowed Money
        arrangements conveying the right to use) real or personal property which
        is required to be classified and accounted for as a capitalised lease or
        a liability on the face of a balance  sheet of such person in accordance
        with GAAP.

                                     Page 4
<Page>

        "Charter"  means,  in  relation to a Vessel as at the date  hereof,  the
        charterparty  in respect of such  Vessel (if any),  details of which are
        specified in Schedule 12 and any future charters of any of the Vessels.

        "Charterer"  means,  in relation  to a Vessel,  the person or company or
        entity who is the charterer or employer of such Vessel.

        "Charter Guarantee" means, in relation to a Vessel:

        (a)     as at the date hereof,  any  guarantee in respect of the current
                Charter of the Vessel which is specified in Schedule 12; and

        (b)     any other  guarantee,  letter of  credit,  Encumbrance  or other
                security  given by any person to the relevant  Owning Company in
                respect of the obligations of the Charterer under the Charter of
                that Vessel.

        "Charter  Guarantor" means, in relation to a Vessel,  any person who has
        given a Charter Guarantee to the Owning Company of that Vessel.

        "Commitment"  means,  in relation to a Bank,  the  principal  amount set
        opposite its name in Schedule 1,  constituting  the total  commitment of
        such Bank in  relation  to the  Facility,  to the extent not  cancelled,
        reduced or transferred under this Agreement.

        "Commitment  Period"  means the period  from the date of this  Agreement
        until the date 12 months prior to the Maturity Date.

        "Compliance  Certificate"  means a  certificate  in the  form set out in
        Schedule 9.

        "Co-ordination  Agreement"  means the  agreement  dated 11 October  2002
        entered into between the Security Agent,  the Borrower and the Agent (on
        behalf of the Banks), substantially in the form set out in Schedule 13.

        "Current  Assets" mean, on a consolidated  basis, the current assets (as
        determined  in accordance  with GAAP) of the Golar Gas Group  (excluding
        for this purpose,  Oxbow, Golar Maritime,  Faraway and Aurora Management
        Inc.).

        "Current  Liabilities"  mean,  on  a  consolidated  basis,  the  current
        liabilities  (as  determined in  accordance  with GAAP) of the Golar Gas
        Group (excluding for this purpose,  Oxbow,  Golar Maritime,  Faraway and
        Aurora Management Inc.).

        "Deeds of Assignment" means each of the general assignments in favour of
        the Agent (on behalf of the Banks) on second priority (subject always to
        the First Deeds of Assignment) of (i) the Charters of the Vessels,  (ii)
        the  Earnings  and  any of the  Owning  Companies'  present  and  future
        interest  therein,  (iii) the  Charter  Guarantees,  (iv) the  insurance
        proceeds in respect of all  insurances of any of the Vessels and (v) any
        other moneys  payable to any of the Owning  Companies in relation to any
        of the Vessels or otherwise,  as security for the Borrower's obligations
        under this Agreement,  substantially  in the form as set out in Schedule
        5.

        "Default"  means  each Event of Default  and each event  that,  with the
        giving of notice, lapse of time, or fulfilment or non-fulfilment (as the
        case may be) of any other  applicable  condition (or any  combination of
        the foregoing), would become such an Event of Default.

        "Drawdown  Date" means the date of an advance of a Drawing as  specified
        by the Borrower in a Drawdown Notice.

        "Drawdown  Notice" means a request made by the Borrower for the drawdown
        and advance of a Drawing,  substantially in the form set out in Schedule
        3.

                                     Page 5
<Page>

        "Drawing"  means the advance in the minimum amount of USD 10,000,000 and
        in integral  multiples of USD 5,000,000,  to be made in accordance  with
        Clause 5.

        "Earnings" means, in relation to any Vessel,  all moneys whatsoever from
        time to time due and payable to the relevant  Owning  Company during the
        Security  Period  arising  out of the use or  operation  of such  Vessel
        including  (but without  limiting the  generality of the  foregoing) all
        freight,  hire  and  passage  moneys,  income  arising  out  of  pooling
        arrangements, compensation payable to the relevant Owning Company in the
        event of requisition of such Vessel for hire,  remuneration  for salvage
        or towage  services,  demurrage  and  detention  moneys and  damages for
        breach  (or  any  payments  for   variation  or   termination)   of  any
        charterparty or other contract for the employment of such Vessel and any
        sums recoverable under any loss of earnings insurance.

        "EBITDA" means,  for any period,  the earnings before  interest,  taxes,
        depreciation and amortisation (calculated as income from operations plus
        any depreciation and amortisation, Interest Expense and Taxes on Overall
        Net Income deducted in calculating  income from operations in respect of
        such period) of the Golar Gas Group  (excluding  for this purpose Oxbow,
        Golar  Maritime,  Faraway  and Aurora  Management  Inc.)  determined  in
        accordance with GAAP on a consolidated basis.

        "Encumbrance"  means any mortgage,  charge  (whether fixed or floating),
        pledge, lien, hypothecation,  assignment,  security deposit arrangement,
        trust  arrangement or security interest or other encumbrance of any kind
        securing  any  obligation  of any  person  or any  type of  preferential
        arrangement  (including  without  limitation,  conditional sale or title
        transfer and/or retention arrangements having a similar effect).

        "Environmental  Approval" means any consent,  authorisation,  licence or
        approval of any  governmental  or public body or  authorities or courts,
        applicable   to  any  vessel  or  its  operation   required   under  any
        Environmental Law.

        "Environmental Claim" means any and all enforcement,  clean-up,  removal
        or other  governmental  or  regulatory  actions or orders  instituted or
        completed  pursuant  to  any  Environmental  Law  or  any  Environmental
        Approval  together  with  claims  made by any third  party  relating  to
        damage,  contribution,  loss or  injury,  resulting  from any  actual or
        threatened emission, spill, release or discharge of a Pollutant from any
        vessel.

        "Environmental  Laws" mean all national,  international  and state laws,
        rules,  regulations,  treaties and conventions applicable to any vessel,
        pertaining  to the  pollution  or  protection  of  human  health  or the
        environment  including,  without limitation,  the carriage of Pollutants
        and actual or threatened  emissions,  spills,  releases or discharges of
        Pollutants.

        "Event of Default"  means any of the events  specified as such in Clause
        18.1 (Events of Default).

        "Facility"  means the credit  facility  available to the Borrower  under
        Clause 5.1 of this Agreement.

        "Facility Amount" means an amount not exceeding USD 60,000,000.

        "Faraway" means Faraway Maritime  Shipping  Company  Limited,  a company
        incorporated in the Republic of Liberia whose registered office is at 80
        Broad Street, Monrovia, Liberia.

        "Faraway  Documents" mean (i) the Faraway  Shareholders  Agreement being
        the  shareholders  agreement  dated 14 June 1997 between Oxbow,  Chinese
        Petroleum Corporation and Golar Maritime, (ii) the Golar Mazo Management
        Agreement  being  the  management  agreement  dated 28  October  1997 in
        respect of Golar Mazo  between  Faraway and Aurora  Management  Inc. and
        (iii) the Faraway Loan Agreement.

        "Faraway Loan  Agreement"  means a loan agreement dated 26 November 1997
        for a secured loan facility of up to USD  214,500,000  made between i.a.
        Bank of Taiwan (lead  arranger),  the banks and  financial  institutions
        referred  to therein as  lenders,  Indosuez  Asia  Shipfinance  Services
        Limited (agent) and Faraway (borrower).

                                     Page 6
<Page>

        "First  Deeds of  Assignment"  means the  general  assignments  on first
        priority of i.a. the Earnings,  the Charters and the  Insurances of each
        Vessel executed by each of the Owning  Companies under the USD 325 mill.
        Facility Agreement.

        "First  Mortgages"  means the first  priority  mortgage over each of the
        Vessels  executed by each of the Owning Companies and the Security Agent
        under the USD 325 mill. Facility Agreement.

        "First  Pledge  of  Accounts"  means  the  first  priority  pledges  and
        assignments of the Borrower's  accounts executed by the Borrower and the
        Security Agent under the USD 325 mill. Facility Agreement.

        "First Security Documents" means the security documents in favour of the
        Security Agent under the USD 325 mill. Facility Agreement.

        "First  Subsidiary  Pledge"  means,  in  relation  to each of the Owning
        Companies,  Oxbow and Golar  Maritime,  the  pledge of all of the issued
        shares of such companies, on first priority entered into by the Borrower
        in  favour  of  the  Security  Agent  as  security  for  the  Borrower's
        obligations under the USD 325 mill. Facility Agreement.

        "Free  Available  Cash" means,  at any relevant  time, the amount of the
        cash  balances  (being at any  relevant  time,  an  amount  equal to the
        aggregate amount which is, at such time,  credited to and/or invested in
        the accounts of the Borrower and the Owning Companies), freely available
        for use by the Borrower  and/or any of the Owning  Companies  which may,
        notwithstanding any Encumbrance,  right of set-off or agreement with any
        other party, be withdrawn  and/or encashed and used by it for any lawful
        purposes without  restriction  (save for any pledge of accounts pursuant
        to the Security Documents and the First Security Document).

        "GAAP" means  generally  accepted  accounting  principles  in the United
        States, consistently applied.

        "Golar Gas Group" means the Borrower and its Subsidiaries.

        "Golar LNG Group" means the Ultimate Owner and its Subsidiaries.

        "Golar Mazo" means M/V "GOLAR MAZO"  registered  under  Liberian flag in
        the ownership of Faraway under Official Number 11170.

        "Golar Mazo Charter" means the time  charterparty  relative to M/V Golar
        Mazo dated 2 July 1997 made between Faraway (as owner) and Pertamina (as
        charterer), which is scheduled to expire on 31 December 2017.

        "Golar   Maritime"   means  Golar   Maritime   (Asia)  Inc.,  a  company
        incorporated in the Republic of Liberia whose registered office is at 80
        Broad Street, Monrovia, Liberia.

        "Guarantees"  means the on demand  guarantees  issued or (as the context
        may  require)  to be  issued  by (i) the  Ultimate  Owner  and  (ii) the
        Subsidiary Guarantors (acting jointly and severally),  respectively,  in
        favour of the  Agent  (on  behalf  of the  Banks)  as  security  for the
        Borrower's  obligations  under this Agreement  substantially in the form
        set out in Schedule 10A (to be issued by the Subsidiary  Guarantors) and
        Schedule  10B (to be issued by the  Ultimate  Owner)  and a  "Guarantee"
        means any one of them.

                                     Page 7
<Page>

        "Guarantors" mean the Ultimate Owner, and the Subsidiary  Guarantors and
        a "Guarantor" means any of them.

        "Indebtedness"  means any  payment  obligations  or  commitments  of any
        nature for the payment or repayment of money, whether as principal or as
        surety and whether  present or future,  actual or contingent,  hereunder
        any  payment  obligation  incurred in respect of or  resulting  from any
        Borrowed  Money,  including  but not limited to,  subordinated  debt and
        other  equity  contributions  as accepted by the Agent (on behalf of the
        Banks).

        "Insurances" mean, in relation to any Vessel, all policies and contracts
        of insurance (which expression  includes all entries of such Vessel in a
        protection and indemnity or war risk association) which are from time to
        time during the Security Period in place or taken out or entered into by
        or for the benefit of the relevant  Owning Company  (whether in the sole
        name of such Owning Company or in the joint names of such Owning Company
        and any other  person) in respect of such Vessel or otherwise  howsoever
        in  connection  with such  Vessel and all  benefits  thereof  (including
        claims of whatsoever nature and return of premiums).

        "Interest  Expense" means, for any period,  interest charges and related
        expenses  for such period of the Golar Gas Group  determined  (excluding
        for this purpose Oxbow,  Golar Maritime,  Faraway and Aurora  Management
        Inc.) in accordance with GAAP.

        "Interest Payment Date" means the last day of each Interest Period,  and
        in respect of Interest  Periods  exceeding  three months,  also the date
        falling  three  months  after the  commencement  thereof,  and each date
        falling at three-monthly intervals thereafter.

        "Interest  Period"  means each period  ascertained  in  accordance  with
        Clause 8 (Interest Periods) of this Agreement.

        "ISM Code" means the  International  Safety Management Code for the Safe
        Operation of Ships and for Pollution Prevention  constituted pursuant to
        Resolution  A.741 (18) of the  International  Maritime  Organisation and
        incorporated  into the Safety of Life on Sea Convention and includes any
        amendments or extensions of it and any regulation issued pursuant to it.

        "LIBOR" means for any Interest Period:

        (a)     the rate per annum equal to the offered  quotation  for deposits
                in USD  ascertained  by the Agent to be the rate  established by
                the British  Bankers'  Association  and  appearing on the Reuter
                page LIBOR,  published or reported by Reuter through its monitor
                service or any equivalent  successor to such service at or about
                11:00 hours a.m. (London time) on the applicable Quotation Date;
                or

        (b)     if no such  rate is  available,  the rate per annum at which the
                Agent is able to acquire the relevant  currency for the relevant
                Interest Period in the London Interbank  Euro-currency Market at
                about 11:00 hours a.m. (London time) on the applicable Quotation
                Date, as conclusively certified by the Agent to the Borrower.

        "Loan" means the principal  amount from time to time  outstanding  under
        the Facility.

        "Loss Payable Clauses" mean the provisions regulating the manner payment
        of sums  receivable  under the  Insurances  of a Vessel  which are to be
        incorporated  in the  relevant  insurance  documents,  such Loss Payable
        Clauses  to be in the  form as set out in  Appendix  2A to the  Deeds of
        Assignment  or in such  other form as may from time to time be agreed in
        writing by the Agent.

                                     Page 8
<Page>

        "Management   Agreement"  means,  in  relation  to  a  Vessel;  (a)  the
        management agreement between the relevant Owning Company and the Manager
        thereof,  providing  (inter  alia) for the Manager to provide  technical
        management  of (inter  alia) such  Vessel and (b) any future  management
        agreement  relative  (inter  alia) to that  Vessel  entered  into by the
        relevant Owning Company with a Manager on terms  previously  approved by
        the Agent (such approval not to be unreasonably withheld) or in relation
        to Golar  Mazo,  the  management  agreement  between  Faraway and Aurora
        Management  Inc.  and  the  "Management  Agreements"  means  all of such
        agreements.

        "Manager" means, in relation to a Vessel: (a) such manager as set out in
        Schedule  12,  being  approved  by the  Agent (on  behalf of the  Banks)
        (including, but not limited to, any other manager or sub-manager to whom
        such manager may delegate its management of such Vessel on terms,  inter
        alia, that such manager  remains wholly  responsible as principal to the
        relevant  Owning  Company  for  the  due  performance  of  the  relevant
        management obligations;  or (b)any other entity appointed with the prior
        written consent of the Agent as manager of such Vessel,  and in relation
        to Golar Mazo, Aurora Management Inc.

        "Margin"  means 2.0% (two point zero per cent) per annum,  increasing by
        0.25%  (zero point  twenty five per cent) per annum on 30 November  2004
        and 30 November 2005.

        "Market  Value"  means the fair market  value of each of the Vessels and
        Golar Mazo in USD  determined as the  arithmetic  average of independent
        valuations  of the Vessels and Golar Mazo  obtained  (at the cost of the
        Borrower) from two independent and well reputed shipbrokers  experienced
        in the valuation of this kind of vessels, one nominated by the Agent and
        the other nominated by the Borrower from a list of independent  firms of
        shipbrokers  from  time to time  approved  in  writing  by the Agent or,
        failing  such  nomination  (within 7 days of a request from the Agent to
        nominate  a firm)  or  approval,  appointed  by the  Agent  in its  sole
        discretion. Such valuations to be made on the basis of a sale for prompt
        delivery  for cash at arms  length  on  commercial  terms as  between  a
        willing buyer and willing  seller taking into account the benefit of any
        Charter or the Golar Mazo  Charter  or any other  charterparty  or other
        engagement  concerning  each  vessel and,  if the Agent  requires,  such
        valuation  to be made  after  physical  inspection,  with such  physical
        inspection having been carried out. Unless one such valuations is for an
        amount which is 110% or more of the other,  the mean of such  valuations
        shall constitute the value of the relevant Vessel. If one such valuation
        is for  such  amount,  the  Agent  shall  appoint  (as  the  cost of the
        Borrower) a third  independent  firm of shipbrokers to value such Vessel
        on the same basis and in the same  manner and the mean of all three such
        valuations shall constitute the value of the relevant Vessel.

        "Master  Agreement"  means the master  agreement dated 12 August 1999 as
        amended by  addendum no 1 thereto  dated 5 January  2000  between  Golar
        Khannur  Inc.,  Golar  Freeze Inc.,  Golar Gimi Inc.,  Golar Hilli Inc.,
        Osprey Maritime and Methane Services Limited.

        "Maturity Date" means 31 May 2007.

        "Mortgage"  means a second  priority  mortgage of each of the Vessels in
        the principal amount of USD 60,000,000 plus interest  (including default
        interests)  and costs,  executed or (as the  context may  require) to be
        executed  by the  relevant  Owning  Company  in  favour of the Agent (on
        behalf of the Banks) as security for the  Borrower's  obligations  under
        this Agreement, substantially in the form set out in Schedule 11 hereto,
        and being  registered  against each of the Vessels in the Liberian  Ship
        Registry and "Mortgages" mean all of such mortgages.

                                     Page 9
<Page>

        "Net  Debt"  means,  on a  consolidated  basis,  an amount  equal to the
        aggregate of all Borrowed  Money of the Golar Gas Group  (excluding  for
        this purpose Oxbow, Golar Maritime,  Faraway and Aurora Management Inc.)
        other than subordinated debt less Free Available Cash.

        "Omnibus  Agreement"  means the agreement  dated 25 October 2001 entered
        into between  Methane  Services  Ltd.,  BG  International  Ltd., BG Asia
        Pacific Pte. Ltd.,  Osprey  Maritime Ltd.,  Golar  Management  Ltd., the
        Utlimate Owner,  Golar Kahnnur Inc., Golar Freeze Inc., Golar Gimi Inc.,
        Golar Hilli Inc., Golar LNG 2215 Corporation and Poten & Partners Inc.

        "Owning  Company" means each of (i) Golar Gas Cryogenics  Inc. a company
        incorporated in the Republic of Liberia having its registered  office at
        80 Broad  Street,  Monrovia,  Liberia  being  the  owner  of M/V  "GOLAR
        SPIRIT", (ii) Golar Hilli Inc. a company incorporated in the Republic of
        Liberia  having  its  registered  office at 80 Broad  Street,  Monrovia,
        Liberia being the owner of M/V "HILLI",  (iii) Golar Gimi Inc. a company
        incorporated in the Republic of Liberia having its registered  office at
        80 Broad Street,  Monrovia,  Liberia being the owner of M/V "GIMI", (iv)
        Golar  Khannur  Inc. a company  incorporated  in the Republic of Liberia
        having its registered office at 80 Broad Street, Monrovia, Liberia being
        the  owner  of M/V  "KHANNUR"  and  (v)  Golar  Freeze  Inc.  a  company
        incorporated in the Republic of Liberia having its registered  office at
        80 Broad Street, Monrovia, Liberia being the owner of M/V "GOLAR FREEZE"
        and "Owning Companies" mean all of such companies.

        "Oxbow" means Oxbow Holdings Inc., a company incorporated in the British
        Virgin Islands whose registered  address is at P.O. Box 3321, Road Town,
        Tortola, British Virgin Islands.

        "Parent"   means   Gotaas-Larsen   Shipping   Corporation.,   a  company
        incorporated in the Republic of Liberia whose  registered  address is at
        80 Broad Street, Monrovia, Liberia.

        "Party" means a party to this Agreement.

        "Permitted  Encumbrances"  means (i) any Encumbrance created pursuant to
        the First Security  Documents and (ii) any Encumbrance  created pursuant
        to the Security Documents.

        "Pertamina" means Perusahaan  Pertambangan Minyak Dan Gas Bumi Negara of
        Patra Jasa Building,  2nd Floor,  Jl. Jend.  Gatot Soebroto Kav.  32-34,
        Jakarta 12950, Indonesia.

        "Pledge of Accounts"  means a second  priority  pledge of the Borrower's
        account  no.  6018.04.41444  with the Agent and such  other  account  or
        accounts which may later be agreed between the Borrower and the Agent to
        be executed by the  Borrower  and the Agent (on behalf of the Banks) and
        the Account  Bank (as defined  therein) as security  for the  Borrower's
        obligations  under this Agreement,  substantially in the form set out in
        Schedule 6.

        "Pledge of Borrower  Shares"  means,  in relation to the  Borrower,  the
        pledge of all of the issued shares of such company, on first priority to
        be  entered  into  between  the  Parent  and the Agent (on behalf of the
        Banks), as security for the Borrower's obligations under this Agreement,
        substantially in the form set out in Schedule 7.

        "Pollutant"   means  and  includes   pollutants,   contaminants,   toxic
        substances,  oil as defined in the United  States Oil  Pollutant  Act of
        1990 and all  hazardous  substances  as  defined  in the  United  States
        Comprehensive  Environmental  Response,  Compensation  and Liability Act
        1980.

        "Quotation  Date" means the second  Business Day before the first day of
        an Interest Period.

                                    Page 10
<Page>

        "Renewal Notice" means a request made by the Borrower for renewal of the
        Loan, substantially in the form set out in Schedule 4.

        "Security  Agent"  means Den norske Bank ASA in its capacity as security
        agent under the USD 325 mill. Facility Agreement.

        "Security Documents" means the Mortgages,  the Deeds of Assignment,  the
        Pledge of  Accounts,  the  Pledge of  Borrower  Shares,  the  Subsidiary
        Pledges and the Guarantees.

        "Security  Interest" means any mortgage,  pledge,  lien, charge (whether
        fixed  or  floating),  assignment  by way of  security,  finance  lease,
        sale-and-repurchase   or   sale-and-leaseback   arrangement,   sale   of
        receivables  on a  recourse  basis or  security  interest  or any  other
        agreement  or  arrangement  having  the effect of  conferring  security,
        except  for liens  arising  solely  by  operation  of law  and/or in the
        ordinary  course  of  business  securing  amounts  not more than 30 days
        overdue.

        "Security  Period"  means  the  period  commencing  on the  date of this
        Agreement and so long as any moneys are owning, actually or contingently
        under the  Security  Documents  and while all or any part of the Loan or
        Commitments remain outstanding.

        "Subsidiary  Guarantors"  means the  Owning  Companies,  Oxbow and Golar
        Maritime.

        "Subsidiary"  of a person  means  any  company  or  entity  directly  or
        indirectly controlled by such person and any sub-subsidiaries thereof.

        "Subsidiary  Pledge" means,  in relation to each of the Owning  Company,
        Oxbow and Golar  Maritime,  the pledge of all of the  issued  sharers of
        such companies,  with second priority after the First Subsidiary Pledge,
        to be entered  into between the Borrower and the Agent (on behalf of the
        Banks) as security for the Borrower's  obligations under this Agreement,
        substantially in the form set out in Schedule 8 and "Subsidiary Pledges"
        means all of such pledges.

        "Taxes" includes any present or future taxes, levies,  duties,  imposts,
        withholdings,  deductions,  fees or charges of any nature, together with
        interest  thereon  and  penalties  in  respect  thereof,  and  "tax" and
        "taxation" shall be construed accordingly.

        "Tax Lease Option" means the option referred to in Clause 26.

        "Tax on Overall Net Income" of a Bank shall be  construed as a reference
        to tax imposed on that Bank by the jurisdiction  under the laws of which
        it has  been  incorporated  or in  which  it is  located  on (i) the net
        income, profits or gains of that Bank world wide or (ii) such of the net
        income,  profits or gains of that Bank as are  considered to arise in or
        to relate to or are taxable in that jurisdiction.

                                    Page 11
<Page>

        "Total  Loss"  means any event  which  will  entitle  any of the  Owning
        Companies  to  claim  payment  of the  insured  value  under  any of the
        Insurances  pursuant to Clause 17.14  (Insurances),  which shall include
        actual,  constructive,  compromised or arranged total loss or compulsory
        acquisition of any of the Vessels.

        "Transaction  Documents" means this Agreement,  the Security  Documents,
        the Co-ordination  Agreement,  the Faraway Documents,  the Charters, the
        Omnibus Agreement,  the Charter  Guarantees,  the Master Agreement,  the
        Golar Mazo  Charter,  the USD 325 mill.  Facility  Agreement,  the First
        Security  Documents,  the  Management  Agreements  and the agreements or
        documents contemplated herein or therein.

        "Ultimate Owner" means Golar LNG Ltd., a company incorporated in Bermuda
        whose  registered  address is Par-la Ville Place,  4th Floor,  14 Par-la
        Ville Road, Hamilton HM08, Bermuda, being the owner of the Parent.

        "USD" means the lawful  currency for the time being of the United States
        of America.

        "USD 325 mill.  Facility"  means the term loan  facility  granted to the
        Borrower under the USD 325 mill. Facility Agreement.

        "USD 325 mill.  Facility  Agreement"  means the USD 325 mill.  term loan
        facility  dated 31 May 2001  entered  into  between (i) the Borrower (as
        borrower),  (ii) the banks and financial  institutions  listed  therein,
        (iii)  Christiania  Bank og Kreditkasse ASA (now Nordea Bank Norge ASA),
        Den norske Bank ASA,  Citibank N.A. and Fortis Bank  (Nederland) N.V. as
        lead  arrangers,  (iv)  Den  norske  Bank  ASA and  Christiania  Bank og
        Kreditkasse ASA as swap banks,  (v) Christiania  Bank og Kreditkasse ASA
        as administrative agent and (vi) Den norske Bank ASA as security agent.

        "Vessels" means each of M/V "GOLAR SPIRIT", M/V "HILLI", M/V "GIMI", M/V
        "KHANNUR" and M/V "GOLAR  FREEZE" owned by the relevant  Owning  Company
        and a "Vessel" means any of the Vessels.

1.2     Construction

        In this Agreement,  unless the context or any express provisions of this
        Agreement otherwise requires:

        (a)     words  importing the singular  shall include the plural and vice
                versa;

        (b)     the  index  to and  the  headings  in  this  Agreement  are  for
                convenience  only  and  shall  be  ignored  in  construing  this
                Agreement;

        (c)     reference to any Party shall, subject to Clause 24, be deemed to
                be a  reference  to or include,  as  appropriate,  such  Party's
                permitted successors and assignees or transferees;

        (d)     references  to Clauses and  sub-Clauses  and the  Schedules  are
                references to, respectively, the Clauses and sub-Clauses of, and
                the Schedules to, this Agreement;

        (e)     all  references  to statutes and other  legislation  include all
                modifications, re-enactments and amendments thereof; and

        (f)     a reference to this Agreement,  the Transaction  Documents or to
                another  agreement or document shall be construed as including a
                reference to all permitted  amendments or variations  thereof or
                supplements  thereto  from  time to time in force,  but  without
                prejudice  to the  Borrower's  obligations  to obtain  necessary
                consent in respect of such amendment or supplement.

                                    Page 12
<Page>

2       Commitment

2.1     Facility

        Subject  to the  terms  of this  Agreement,  each  Bank  agrees  to make
        available to the Borrower the Facility in an aggregate  principal amount
        not exceeding its Commitment.

2.2     Obligations several

        The  obligations of the Banks under this  Agreement are several,  to the
        effect that;

        (a)     failure  of a Bank to  carry  out  its  obligations  under  this
                Agreement shall not relieve any other party hereto of any of its
                obligations under this Agreement; and

        (b)     no Bank shall be  responsible  for the  obligations of any other
                Bank hereunder.

3       Purpose and utilisation

3.1     Facility

        The purpose of the  Facility is to provide the  Borrower  with funds for
        the purpose of  financing  the payment of  dividends  to the Parent and,
        subsequently to the Ultimate Owner and/or the provision of a loan to the
        Ultimate  Owner  which  the  Ultimate  Owner  will  use to  finance  its
        newbuilding program.

3.2     No inquiry

        Without  prejudice to the foregoing  and to the remaining  provisions of
        this Agreement, neither the Agent nor any Bank shall be bound to inquire
        as to, nor shall any of them be responsible  for, the application by the
        Borrower of the Facility Amount.

4       Conditions precedent

4.1     Initial conditions

        The  obligations of the Agent and each Bank hereunder are subject to the
        condition  that the Agent (on behalf of the Banks) has  received all the
        documents set out in Schedule 2 in a form and substance  satisfactory to
        it no less than five  Business  Days  prior to the first  Drawdown  Date
        hereunder.

        If the  documents  set out in Schedule 2 are not submitted as originals,
        photocopies  of the  original  documents  must be  certified by a lawyer
        before submittal to the Agent.

4.2     Specific conditions

        The  obligations  of the Agent and each Bank hereunder in respect of the
        Facility  are further  subject to the specific  conditions  that for any
        Drawing, on both the date of the Drawdown Notice and the Drawdown Date:

        (a)     the representations and warranties in Clause 16 (Representations
                and  Warranties)  deemed to be repeated on those dates are true,
                correct  and not  misleading  and will be true,  correct and not
                misleading  immediately  after advance of the Drawing under this
                Agreement  with  reference to the facts and  circumstances  then
                prevailing,  unless  otherwise  informed to the Agent in writing
                and, if not permitted under this Agreement,  waived by the Banks
                prior to such dates; and

                                    Page 13
<Page>

        (b)     no Default has occurred or is  threatening  or would result from
                the advance of the Drawing.

5       Facility

        Subject to the terms of this Agreement, the Facility Amount will be made
        available to the Borrower to be drawn in the Commitment  Period in up to
        three Drawings.

5.1.1   Drawdown Notice

        The  Borrower  shall,  not later  than  10:00  a.m.  (London  time) five
        Business Days prior to the requested  Drawdown  Date, or on such earlier
        or later date as may be agreed with the Agent by the Banks, serve to the
        Agent the Drawdown  Notice which,  once received by the Agent,  shall be
        irrevocable.

5.1.2   Effect

        The giving of each  Drawdown  Notice by the Borrower  shall be deemed to
        constitute a  representation  and warranty by the Borrower  that all the
        representations  and warranties set forth in Clause 16  (Representations
        and Warranties) are true,  correct and not misleading as of such date as
        if made on such date,  that the  conditions  specified  in Clause 4 have
        been or will upon each  Drawdown  Date be fully  performed,  and that no
        Event of Default or any event which,  with the giving of notice or lapse
        of time or both, would  constitute an Event of Default,  has occurred or
        is threatening.

5.1.3   Participation

        The Banks  shall  upon  confirmation  from the Agent  that the Agent has
        received a duly completed  Drawdown  Notice and subject to the terms and
        conditions of this Agreement,  and provided that no Event of Default has
        occurred or is  threatening,  make their  Commitments  in respect of the
        relevant  Drawing  available to the Borrower in one  disbursement on the
        requested Drawdown Date.

5.1.4   Availability

        Each  Drawing  shall be made  available to the Borrower by the Agent who
        shall promptly transfer all amounts received by it from the Banks to the
        Borrower to the account  specified  in the  Drawdown  Notice in the same
        funds as they have been received by the Agent.

6       Security

6.1     Security

        The Borrower's  obligations  towards the Banks and the Agent under or in
        connection  with this  Agreement  and the  Facility,  including  without
        limitation  the  obligation  to repay the Loan  together with all unpaid
        interest, default interest, commissions,  charges, fees and expenses, or
        any  liability  whatsoever  derived  therefrom,  shall be secured by the
        Security Documents.


                                    Page 14
<Page>

6.2     Set-off

        In the event of non-payment of any amount  hereunder when due, the Agent
        (acting  on its own  behalf  and on behalf of the Banks) and each of the
        Banks individually  (acting on its own behalf and on behalf of the Agent
        and the other Banks) shall,  to the extent  permitted by applicable  law
        and always subject to the Co-ordination Agreement, have a separate right
        of set-off in respect of any credit  balance,  in any  currency,  on any
        account  the  Borrower  might  have with  either the Agent or any of the
        Banks (branches included), from time to time towards satisfaction of any
        sum due to the Agent or any of the Banks hereunder.

7       Interest

7.1     Rate

        The rate of interest  applicable  to the Loan for each  Interest  Period
        shall be the rate per annum  determined by the Agent to be the aggregate
        of:

        (a)     the Margin; and

        (b)     LIBOR for the relevant Interest Period.

7.2     Payment

        Except as otherwise provided herein, accrued interest in relation to the
        Loan for  each  Interest  Period  is  payable  by the  Borrower  on each
        Interest  Payment Date,  and in relation to any amount  prepaid,  on the
        date of such prepayment as set out in Clause 11.4.

7.3     Accrual

        Interest  shall accrue from day to day and on the basis of a year of 360
        days and for the actual number of days elapsed and shall be paid in USD.

7.4     Default interest

        In the event of any  payments  hereunder  not being  received on the due
        date  therefore,  interest is payable by the Borrower  from the due date
        until such payment is received,  at a rate to be determined by the Agent
        to be the  aggregate  sum of 2.0 per cent per annum,  the Margin and the
        costs the Banks will incur in financing the Loan for such periods as the
        Banks shall  determine  (each such period  referred to as a  "Designated
        Interest Period"),  such interest being payable by the Borrower upon the
        Agent's written demand.

7.5     Notification

        The Agent shall without  undue delay notify each  relevant  Party of the
        determination of a rate of interest under this Agreement.

7.6     Effective Annual Interest Rate

        The Borrower has acknowledged and agreed to the calculation of effective
        annual interest payable by the Borrower under the Facility as set out in
        a letter from the Agent (on behalf of the Banks) to the Borrower of even
        date herewith.

8       Interest periods

8.1     Selection

        (a)     The  Borrower  shall  select the first  Interest  Period for the
                first  Drawing  in the  Drawdown  Notice  such  Interest  Period
                commencing on the Drawdown  Date, and each  subsequent  Interest
                Period will commence  forthwith  upon expiry of the  immediately
                preceding Interest Period;

        (b)     each  subsequent  Drawing  shall be  consolidated  with previous
                Drawings;

                                    Page 15
<Page>

        (c)     the Borrower  shall,  by serving the Renewal Notice to the Agent
                not later than 10:00 hours a.m.  (London time) two Business Days
                before  the  beginning  of each  Interest  Period,  specify  the
                duration  of that  Interest  Period.  The Renewal  Notice  shall
                constitute a representation  and warranty to the effect that, on
                the date of that notice, the  representations  and warranties in
                Clause 16 (Representations  and Warranties) remain true, correct
                and not  misleading and that no Event of Default has occurred or
                is threatening.

8.2     Duration

        Subject to the  provisions of this Clause 8, each Interest  Period is to
        be  for a  period  of  one,  three  or six  months,  subject  always  to
        availability to all the Banks, and provided that the number of one month
        Interest Periods in one calendar year never shall exceed three.

8.3     Deemed Selection

        If the Borrower  fails to select an Interest  Period in accordance  with
        the preceding  provisions,  or if the Agent after  consultation with the
        Banks shall  certify to the Borrower  that the funds  requested  are not
        available  for  an  Interest  Period  of  the  length  requested  by the
        Borrower, there shall be deemed to have been selected an Interest Period
        of three months.

8.4     Non-Business Days

        If an  Interest  Period  would  otherwise  end on a day  which  is not a
        Business  Day,  that  Interest  Period  shall  be  extended  to the next
        Business Day in that calendar  month,  or if the next Business Day would
        fall in the next calendar month,  the Interest Period shall be shortened
        to the preceding Business Day.

8.5     Notification

        The Agent shall notify the Banks of the duration of each Interest Period
        promptly after ascertaining the same.

9       Substitute basis

9.1     Suspension

        If, on or prior to a Quotation Date:

        (a)     the Agent reasonably  determines that adequate and fair means do
                not exist for ascertaining LIBOR; or

        (b)     prior to 2:00 p.m. (London time) on the Quotation Date the Agent
                receives notification from any Bank (the "Affected Bank") that:

                (i)     matching  deposits  are  not  available  to  them in the
                        London  interbank  market in sufficient  amounts to fund
                        their  participation  in the  relevant  Drawing  for the
                        relevant Interest Period; or

                (ii)    the cost to them of obtaining  matching  deposits in the
                        London   interbank   market  to  fund  their  respective
                        participation in the relevant Drawing would be in excess
                        of LIBOR for the relevant Interest Period,

                                    Page 16
<Page>

        the  Agent  shall  immediately  give  written  notice  (the  "Suspension
        Notice") of such  determination  or notification to the Borrower and the
        Banks.

9.2     Before utilisation

        If a Suspension  Notice relates to a Drawing before it has been advanced
        then the Banks  shall not be  obliged to advance  the  Drawing  and each
        Affected Bank shall not be obliged to  participate  in the Drawing until
        written  notice to the  contrary is given by the Banks or such  Affected
        Bank to the  Borrower.  In such case,  during the period of 30 days from
        such Suspension  Notice,  each Bank or Affected Bank and the Agent shall
        negotiate in good faith with the Borrower  with a view to agreeing to an
        alternative  basis for the  borrowing of the Drawing or of such Affected
        Bank's participation in the Drawing. If such alternative basis is agreed
        between the Borrower and the Banks or such Affected Bank, it shall apply
        in accordance with its terms.

9.3     Following utilisation

        If a  Suspension  Notice  relates  to a Drawing or the Loan after it has
        been advanced,  the Banks or such Affected Bank shall, during the period
        of 30 days from such Suspension  Notice,  in consultation with the Agent
        and the Borrower, certify to the Agent and the Borrower such alternative
        basis as the  Banks or such  Affected  Bank in their  sole and  absolute
        discretion  shall  determine  (in this  Agreement  referred  to as their
        "Substitute  Basis") for maintaining the  participation  of the Banks or
        such Affected Bank in the Drawing or the Loan. Without limitation,  such
        Substitute  Basis may be  retroactive  to the beginning of such Interest
        Period  (being the Interest  Period  commencing at or around the date of
        the Suspension Notice),  and may include an alternative method of fixing
        the  interest  rate (which  shall  reflect the cost to the Banks or such
        Affected  Bank of funding its  participation  in the Drawing or the Loan
        from other sources plus the Margin and  alternative  Interest  Periods).
        Each  Substitute  Basis so certified  shall be binding upon the Borrower
        and the  Banks or  Affected  Bank and shall be  treated  as part of this
        Agreement.

9.4     Consultation

        So long as any Substitute  Basis is in force the Agent (in  consultation
        with the  Borrower and each Bank  certifying  a Substitute  Basis) shall
        from time to time,  but not less often than monthly,  review  whether or
        not the  circumstances  referred to in Clause 9.1 still  prevail  with a
        view to returning to the normal provisions of this Agreement.

10      Repayment

        The Borrower shall repay the Loan in quarterly  consecutive  instalments
        of USD  4,000,000,  the first  instalment  being  payable on 30 November
        2003. The Loan shall be repaid in full on the Maturity Date.


                                    Page 17
<Page>

11      Prepayment

11.1    Voluntary prepayment

        The Borrower may (subject to the payment of applicable  breakage  costs)
        upon fifteen  Business  Days' written  notice to the Agent (on behalf of
        the Banks),  on the last Business Day of an Interest Period,  prepay the
        Loan by minimum  amounts of USD 5,000,000 and integral  multiples of USD
        1,000,000.

11.2    Mandatory prepayment

        To the  extent  that  the  Borrower  is  obliged  to  make  a  mandatory
        prepayment pursuant to Clause 4 of the USD 325 mill. Facility Agreement,
        the  balance  between the  proceeds  received  by the  Borrower  and the
        prepayment made under the 325 mill.  Facility Agreement shall be used as
        prepayment hereunder.

11.3    Effect of prepayment

        Any amount prepaid  pursuant to this Clause 11 shall be applied  against
        the  remaining  instalments  in inverse order of maturity and may not be
        drawn again.

11.4    Additional right of prepayment

        If:

        (a)     the Borrower is required to pay to a Bank any additional amounts
                under Clause 13.6 (Taxes); or

        (b)     the  Borrower  is  required  to pay to a Bank any  amount  under
                Clause 14 (Increased costs);

        then,  without  prejudice to the obligations of the Borrower under those
        Clauses,  the Borrower may, subject to Clause 11.5 (Conditions),  whilst
        the  circumstances  continue,  serve a notice of prepayment on that Bank
        through the Agent. On the date falling five Business Days after the date
        of service of the notice:

                (i)     the Borrower shall prepay that Bank's  participation  in
                        the Loan; and

                (ii)    any undrawn part of that Bank's Commitment in respect of
                        the Facility Amount shall be cancelled.

11.5    Conditions

        (a)     Any notice of prepayment under this Agreement is irrevocable and
                shall  specify  the date on which  the  prepayment  is to become
                effective  and the  amount is to be  prepaid.  The  Agent  shall
                notify the Banks  promptly of receipt  and  contents of any such
                notice.

        (b)     All prepayments under this Agreement shall be made together with
                accrued  interest  on the amount  prepaid and any amounts due in
                respect of such prepayment under Clause 22 (Indemnities).

12      Cancellation

        The Borrower  may, upon ten Business  Days' written  notice to the Banks
        which shall be  irrevocable,  cancel the Facility Amount (in whole or in
        part) in multiples of minimum USD 10,000,000  and in integral  multiples
        of USD 5,000,000  without  premium of penalty.  Any amount so cancelled,
        will not be reinstated.

                                    Page 18
<Page>

13      Payments

13.1    Place

        All  payments by the  Borrower or a Bank under this  Agreement  shall be
        made to the Agent to its account at such office or bank as the Agent may
        from time to time designate.

13.2    Funds

        Payments  under this  Agreement  to the Agent shall be made for value on
        the due date at such times and in such  amounts as the Agent may specify
        to the Party concerned as being customary at the time for the settlement
        of transactions in the relevant currency in the place for payment.

13.3    Distribution

        Each  payment  received  by the Agent under this  Agreement  for another
        Party shall be made  available by the Agent to that Party by payment (on
        the date and in the  currency  and funds of receipt) to its account with
        such office or bank in the principal  financial centre of the country of
        the relevant  currency as it may notify to the Agent for this purpose by
        not less than five Business Days prior written notice.

13.4    Currency

        (a)     Any amount  payable under this Agreement is, except as otherwise
                provided for herein, payable in USD.

        (b)     Amounts  payable in respect  of costs,  expenses,  taxes and the
                like are payable in the currency in which they are incurred.

13.5    Set-off and counterclaims

        All payments  made by the Borrower  under this  Agreement  shall be made
        without set-off or counterclaim.

13.6    Taxes

        All payments by the Borrower under this Agreement shall be made free and
        clear of and without deduction for or on account of any Taxes, except to
        the extent that the Borrower is required by law to make payment  subject
        to any Taxes.  If by requirement of law any Tax or amounts in respect of
        Tax must be deducted or withheld from any amounts payable or paid by the
        Borrower,  or  paid or  payable  by the  Agent  to a  Bank,  under  this
        Agreement,  the Borrower (or the Agent,  if required) shall pay such Tax
        to the relevant  authority  and the Borrower  shall pay such  additional
        amounts as may be necessary to ensure that the  relevant  Bank  receives
        (free  from  any   liability  in  respect  of  any  such   deduction  or
        withholding)  a net amount  equal to the full amount which it would have
        received  had payment not been made  subject to Tax or other  deduction.
        The  Borrower  shall  promptly   deliver  to  the  Agent  any  receipts,
        certificates  or other proof  evidencing  the amounts paid or payable in
        respect of any deduction or withholding as aforesaid.


                                    Page 19
<Page>

13.7    Non-Business Days

        If a  payment  under  this  Agreement  is  due on a day  which  is not a
        Business  Day,  the due date for that  payment  shall be extended to the
        next Business Day in the same calendar  month  provided that if the next
        Business  Day would fall in the next  calendar  month,  the due date for
        that payment shall instead be the preceding Business Day.

13.8    Partial payments

        If the  Agent  receives  a payment  insufficient  to  discharge  all the
        amounts then due and payable by the Borrower  under this  Agreement  and
        the Security  Documents,  the Agent shall apply that payment towards the
        discharge of the obligations of the Borrower under this Agreement in the
        following order:

        (a)     firstly,  in or towards payment pro rata of any unpaid costs and
                expenses of the Agent and the Banks;

        (b)     secondly, in or towards payment pro rata of any accrued fees due
                but unpaid under Clause 20 (Fees);

        (c)     thirdly,  in or towards payment pro rata of any accrued interest
                unpaid;

        (d)     fourthly,  in or towards  payment pro rata of any  principal due
                from the Borrower but unpaid; and

        (e)     fifthly, in or towards payment pro rata of any other sum due but
                unpaid.

14      Increased costs

14.1    Recovery

        (a)     Subject  to  Clause  14.2  (Exceptions)  and the  relevant  Bank
                notifying the Borrower of any event  referred to below  promptly
                upon becoming aware thereof, the Borrower shall,  promptly after
                demand by a Bank,  pay to that Bank the amount of any  increased
                cost relating to this Agreement incurred by it as a result of:

                (i)     any change in, or any  change in the  interpretation  or
                        application by any competent  authority of, any relevant
                        law or regulation after the date of this Agreement; or

                (ii)    compliance  with  any  regulation  made  by a  competent
                        authority   of  the   jurisdiction   in   which   it  is
                        incorporated  and/or  in which its  principal  office is
                        located after the date of this Agreement,

                                    Page 20
<Page>

        including any law or regulation relating to taxation,  or reserve asset,
        special deposit, cash ratio,  liquidity or capital adequacy requirements
        or any other form of banking or monetary control.

        (b)     In this Agreement "increased cost" means:

                (i)     a  reduction  in any  amount  payable  to a Bank  or the
                        effective  return to a Bank on its  capital  which would
                        not have  occurred  had that Bank not entered  into this
                        Agreement; or

                (ii)    the amount of any payment made by a Bank,  or the amount
                        of any  interest  or other  return  foregone  by a Bank,
                        calculated  by  reference  to any  amounts  received  or
                        receivable  by that Bank from the Agent or the  Borrower
                        under this Agreement,

        all as certified by the relevant  Bank,  such  certificate to set out in
        reasonable detail the circumstances giving rise to the claim for payment
        of increased costs and the  calculations of the amount claimed and shall
        be conclusive evidence,  save for manifest error, of the amount due from
        the Borrower.

14.2    Exceptions

        Clause 14.1 (Increased costs) does not apply to any increased cost:

        (a)     provided for by the operation of Clause 13.6 (Taxes); or

        (b)     attributable  to any  change in the rate of Tax on  Overall  Net
                Income of a Bank.

15      Illegality

        If any  change  in or  introduction  of  any  law,  regulation,  treaty,
        official   directive  or  official   request,   or  any  change  in  the
        interpretation or application thereof, makes it unlawful (or contrary to
        such directive or request)  hereunder or in any jurisdiction  applicable
        to a Bank  for any  Bank  to make  available  or  fund or  maintain  the
        Facility or to give effect to its  obligations as  contemplated  hereby,
        such Bank may, by written  notice  thereof to the  Borrower  through the
        Agent,   declare  that  such  Bank's  obligations  shall  be  terminated
        forthwith  whereupon the Borrower will prepay that Bank's  participation
        in the Facility  through the Agent within ten Business  Days  thereafter
        without penalty.


                                    Page 21
<Page>

16      Representations and Warranties

16.1    Initial warranties

        The Borrower represents and warrants to the Agent and each Bank that:

16.1.1  Status The Borrower is a limited  liability company duly incorporated in
        the Republic of Liberia,  validly existing and registered under the laws
        of the Republic of Liberia,  with an  authorised  share capital of 1.000
        shares of no par value  each of which 500  shares  have been  issued and
        fully paid and is outstanding in registered form and the legal title and
        beneficial  ownership of all such shares is held by the Parent,  and has
        the power to own its assets and carry on its business as presently being
        conducted.

        The Parent is a limited  company  duly  incorporated  in the Republic of
        Liberia,  validly existing and registered under the laws of the Republic
        of Liberia, with an authorised share capital of 44,000,000 shares of USD
        1.00 par value each of which 1 share has been  issued and fully paid and
        is  outstanding  in registered  form and the legal title and  beneficial
        ownership of all such shares is held by the Ultimate Owner,  and has the
        power to own its assets and carry on its  business  as  presently  being
        conducted.

        Each of Golar  Maritime,  Golar Gimi Inc.,  Golar  Hilli Inc.  and Golar
        Khannur Inc. is a limited  company duly  incorporated in the Republic of
        Liberia,  validly existing and registered under the laws of the Republic
        of Liberia,  with an authorised  share capital of 1.000 shares of no par
        value each of which  1.000 Class A share have been issued and fully paid
        and is outstanding in registered form and the legal title and beneficial
        ownership of all such shares is held by the Borrower,  and has the power
        to  own  its  assets  and  carry  on its  business  as  presently  being
        conducted.

        Golar Freeze Inc. is a limited company duly incorporated in the Republic
        of  Liberia,  validly  existing  and  registered  under  the laws of the
        Republic of Liberia, with an authorised share capital of 1.000 shares of
        no par value each of which 500 Class A shares have been issued and fully
        paid and is  outstanding  in  registered  form and the  legal  title and
        beneficial ownership of all such shares is held by the Borrower, and has
        the power to own its assets and carry on its business as presently being
        conducted.

        Golar Gas Cryogenics Inc. is a limited company duly  incorporated in the
        Republic of Liberia,  validly  existing and registered under the laws of
        the  Republic  of Liberia,  with an  authorised  share  capital of 1.000
        shares  of no par value  each of which  1.000  Class A shares  have been
        issued  and fully paid and is  outstanding  in  registered  form and the
        legal title and  beneficial  ownership of all such shares is held by the
        Borrower,  and has the power to own its assets and carry on its business
        as presently being conducted.

                                    Page 22
<Page>

        Oxbow is a limited  company  duly  incorporated  in the  British  Virgin
        Islands,  validly  existing and registered under the laws of the British
        Virgin Islands, with an authorised share capital of 50.000 shares of USD
        1.00 par value each of which 100 shares  have been issued and fully paid
        and is outstanding in registered form and the legal title and beneficial
        ownership of all such shares is held by the Borrower,  and has the power
        to  own  its  assets  and  carry  on its  business  as  presently  being
        conducted.

        The Ultimate Owner is a limited  company duly  incorporated  in Bermuda,
        validly existing and registered under the laws of Bermuda,  with a share
        capital   divided   into   56,012,000   shares  of  USD  1.00  of  which
        approximately  50% of all such shares are ultimately  owned by Greenwich
        Holdings  Ltd.,  and has the  power to own its  assets  and carry on its
        business as presently being conducted.

16.1.2  Powers and Authority

        Each of the  Borrower,  the Parent and the  Guarantors  has the power to
        enter into and perform, and has taken all necessary corporate actions to
        authorise the entry into,  performance  and delivery of, this  Agreement
        and/or  the  Transaction  Documents  to  which  it is a  party,  and the
        transactions  contemplated  herein and therein and no  limitation on the
        powers of any of the  Guarantors  to borrow will be exceeded as a result
        of the obligations of the Guarantors under the Security Documents.

16.1.3  Legal Validity and Enforceability

        This Agreement and each of the Transaction  Documents will when executed
        by the  respective  parties  thereto  (and,  in the case of the Security
        Documents which require registration, when duly registered) constitute a
        legal, valid and binding obligation of the respective party, enforceable
        in accordance with its terms and no registration, filing, payment of tax
        or fees or other  formalities  are necessary or desirable to render this
        Agreement and/or any of the Transaction  Documents  enforceable  against
        the parties thereto,  and for the Security Documents to constitute valid
        and  enforceable  security  documents  and  Security  Interest  with the
        priority as contemplated therein or herein.

16.1.4  Non-conflict with laws etc.

        The entry into and  performance by each of the Borrower,  the Parent and
        the Guarantors of this Agreement and the Transaction  Documents to which
        they are a party, and the transactions  contemplated herein and therein,
        do not and will not conflict with:

        (a)     any present  law or  regulation  or  judicial or official  order
                (including  the  Directive  91/308/EEC  of  the  Council  of the
                European Communities implemented to combat "money laundering");


                                    Page 23
<Page>

        (b)     any provisions of the  Memorandum  and Articles of  Association,
                by-laws or similar corporate documents of the Borrower or any of
                the Guarantors or the Parent; or

        (c)     any  document or agreement  which is binding upon the  Borrower,
                the Parent or any of the Guarantors or any of their assets.

16.1.5  No Default

        (a)     No Default has occurred or is  threatening  or might result from
                the utilisation of the Facility by the Borrower; and

        (b)     no other  event has  occurred  which (with the giving of notice,
                lapse of time, determination of materiality or the fulfilment of
                any  other  applicable  condition,  or  any  combination  of the
                foregoing),  might  constitute  an event of  default  under  any
                document which is binding on the Borrower,  the Parent or any of
                the  Guarantors  or any  member of the Golar LNG Group or any of
                their assets,  and which may result in a material  effect on the
                business or condition of the Borrower,  the Parent or any of the
                Guarantors  or any  member of the Golar LNG Group or a  material
                effect on the Borrower's, the Parent's or any of the Guarantors'
                or any member of the Golar LNG Group's  ability to perform their
                respective  obligations  under this  Agreement  or the  Security
                Documents  (as the case  may be) or any  agreement  relating  to
                Indebtedness to which it is a party or by which it may be bound;
                and

        (c)     no  amendments  or  waivers  have  been  made  under  any of the
                Transaction  Documents,  and no event of default has occurred or
                is threatening thereunder.

16.1.6  Authorisations/consents

        All  authorisations,  approvals,  consents and other matters required in
        connection with the entry into, performance, validity and enforceability
        of, and the transactions contemplated by, this Agreement and each of the
        Transaction  Documents  have been  obtained or effected  and are in full
        force and effect and there are no circumstances  which indicate that any
        of the same are likely to be revoked in whole or in part.

16.1.7  Financial Information

        (a)     The  audited  accounts  of the  Borrower,  the  Parent  and  the
                Guarantors most recently delivered to the Agent:

                (i)     represent a true and fair view of the financial position
                        of the  Borrower,  the Parent and the  Guarantors at the
                        date of such accounts; and

                (ii)    have  (save  as  stated   therein)   been   prepared  in
                        accordance with GAAP consistently applied; and there has
                        been  no  material   adverse  change  in  the  financial
                        condition  of any of the  Borrower,  the  Parent  or the
                        Guarantors since the date of such accounts,  which might
                        be  expected  to have a material  adverse  effect on the
                        ability  of any  of  the  Borrower,  the  Parent  or the
                        Guarantors to perform their respective obligations under
                        this  Agreement and the  Transaction  Documents to which
                        they are a party.


                                    Page 24
<Page>

        (b)     All  financial   documents  and  information   relating  to  the
                Borrower,  the Parent or the Guarantors or otherwise relevant to
                the  matters  contemplated  by this  Agreement  which  have been
                supplied  to the  Agent  or the  Banks  (as the case may be) are
                complete and correct in all material  respects,  and none of the
                Borrower,  the Parent or the Guarantors have omitted to disclose
                to the Agent or the Banks (as the case may be) any  information,
                documents or agreements which, if disclosed, could reasonably be
                expected to affect the  decision of the Banks to enter into this
                Agreement.

16.1.8  Litigation

        No litigation,  arbitration or  administrative  proceedings are current,
        pending or threatened  against any of the Borrower or the  Guarantors or
        any  other  member of the Golar LNG  Group  which  might,  if  adversely
        determined,  be reasonably expected to have a material adverse effect on
        the  ability of any of the  Borrower,  the Parent or the  Guarantors  to
        perform their respective  obligations under this Agreement or any of the
        Transaction Documents.

16.1.9  Compliance with Environmental Laws and Approvals

        Except as may already have been  disclosed by the Borrower  prior to the
        date of this  Agreement in writing to, and  acknowledged  in writing by,
        the Agent:

        (a)     to the best of the  Borrower's  knowledge  and belief  after due
                enquiry, all members of the Golar LNG Group have complied in all
                respects  with the  provisions of all  applicable  Environmental
                Laws;

        (b)     to the best of the  Borrower's  knowledge  and belief  after due
                enquiry,  all members of the Golar LNG Group have  obtained  all
                Environmental  Approvals  and are in  compliance in all respects
                with all such applicable Environmental Approvals; and

        (c)     no member of the Golar LNG Group has  received any notice of any
                Environmental  Claim  pending or, to the best of the  Borrower's
                knowledge and belief after due enquiry,  threatened  against any
                member of the  Golar LNG  Group,  Faraway,  any  Vessel or Golar
                Mazo.

16.1.10 No Environmental Claims

        Except as may already have been  disclosed by the Borrower  prior to the
        date of this Agreement in writing to and  acknowledged  by the Agent, to
        the best of the Borrower's knowledge and belief after due enquiry, there
        is no  Environmental  Claim  pending  or, to the best of the  Borrower's
        knowledge and belief after due enquiry, threatened against any member of
        the Golar LNG Group, Faraway, any Vessel or Golar Mazo.

                                    Page 25
<Page>

16.1.11 No Environmental incidents

        Except as may already have been  disclosed by the Borrower  prior to the
        date of this Agreement in writing to, and acknowledged by, the Agent, to
        the best of the Borrower's knowledge and belief after due enquiry, there
        has been no emission,  spill,  release or discharge of a Pollutant  from
        any Vessel or Golar Mazo.

16.1.12 No Environmental problems

        Except as may already have been  disclosed by the Borrower  prior to the
        date of this Agreement in writing to, and acknowledged by, the Agent, to
        the best of the  knowledge  and belief of the Borrower and its directors
        and  officers  (having  made due  enquiry),  there are no  circumstances
        arising from any breach of Environmental  Laws or which may give rise to
        an Environmental Claim which constitutes,  or may give rise to, an Event
        of Default.

16.1.13 Compliance with ISM Code

        Each of the Owning Company and the Managers has complied at all times in
        all respects with the ISM Code.

16.1.14 No Taxes

        No Taxes are imposed by  withholding  or  otherwise on any payment to be
        made  by the  Borrower  under  the  Agreement  or  any  of the  Security
        Documents or by any of the  Guarantors  or the Parent under the Security
        Documents or are imposed on or by virtue of the execution or delivery by
        the Borrower under the Agreement or any of the Security Documents or any
        of the  Guarantors  or the Parent  under the  Security  Documents or any
        other  document or  instrument  to be executed  or  delivered  under the
        Agreement or any of the Security Documents.

16.1.15 Tax compliance

        All tax returns  required to be filed in all  jurisdictions in which the
        Borrower  or any other  member of the  Golar LNG Group are  situated  or
        carry on business or are otherwise subject to taxation,  have been filed
        and all  Taxes  shown  to be due and  payable  on  such  returns  or any
        assessments  made  against  such company has been paid (other than those
        being  contested  in good  faith  where  such  payment  may be  lawfully
        withheld) and adequate  reserves have been made for such payments should
        it be found to be payable.

16.1.16 No material adverse change

        There has been no material adverse change in the consolidated  financial
        position  of the  Golar LNG  Group  from  that set out in the  financial
        statements referred to in Clause 16.1.7.


                                    Page 26
<Page>

16.1.17 The Vessels

        Each Vessel is, and will on a Drawdown Date be:

                (i)     in the  sole,  legal  and  beneficial  ownership  of the
                        relevant   Owning   Company   free  and   clear  of  all
                        Encumbrances  other  than crew  wages  and the  relevant
                        First Mortgages;

                (ii)    registered in the name of the relevant Owning Company in
                        the Liberian  Ship Registry as a ship under the laws and
                        flag of the Republic of Liberia;

                (iii)   operationally   seaworthy  and  in  every  way  fit  for
                        service;

                (iv)    classed  with the  relevant  classification  free of all
                        overdue requirements and recommendations of the relevant
                        classification company;

                (v)     managed  by the  relevant  Manager  under  the  relevant
                        Management Agreement; and

                (vi)    continuing  in the  service  of the  relevant  Charterer
                        under its Charter (if any).

16.1.18 Golar Mazo

        Golar Mazo is, and will on a Drawdown Date be:

                (i)     in the sole, legal and beneficial ownership of Faraway ;

                (ii)    registered  in the name of Faraway in the Liberian  Ship
                        Registry  as a ship  under  the  laws  and  flag  of the
                        Republic of Liberia;

                (iii)   operationally   seaworthy  and  in  every  way  fit  for
                        service;

                (iv)    classed with the  classification  +100A1,  Liquified Gas
                        Carrier,   free   of  all   overdue   requirements   and
                        recommendations of Lloyd's Register of Shipping;

                (v)     managed  by the  relevant  Manager  under  the  relevant
                        Management Agreement; and

                (vi)    continuing  in the service of Pertamina  under the Golar
                        Mazo Charter.

16.1.19 Faraway ownership and Faraway Borrowed Money

        40% of the issued share  capital of Faraway is legally and  beneficially
        owned  by  Oxbow  and 20% is  legally  and  beneficially  owned by Golar
        Maritime  and the  remaining  40% of such share  capital is legally  and
        beneficially owned by Chinese Petroleum Corporation.

        Faraway is not liable for,  and has not  incurred,  any  Borrowed  Money
        except pursuant to the Faraway Loan Agreement.


                                    Page 27
<Page>

16.2    Repetition

        The representations and warranties in Clause 16.1  (Representations  and
        Warranties)  are made by the Borrower on the date of this  Agreement and
        shall be  deemed  to be  repeated  by the  Borrower  at the date of each
        Drawdown  Notice,  Drawdown Date and Renewal Notice as well as the first
        day  in  each  Interest   Period,   with  reference  to  the  facts  and
        circumstances  then existing,  unless otherwise notified to the Agent in
        writing, and if not permitted under this Agreement,  waived by the Banks
        prior to such dates.

17      Undertakings

17.1    Duration and extent

        The undertakings in this Clause 17 remain in force from the date of this
        Agreement  and for so long  as any  amount  is  outstanding  under  this
        Agreement.

17.2    Notification

        The  Borrower  shall  immediately  notify and  procure  that each of the
        Owning Companies and Faraway immediately notifies the Agent of:

                (i)     any  Default  (and the  steps,  if any,  being  taken to
                        remedy it) upon its occurrence;

                (ii)    any  accident  to any  of  the  Vessels  or  Golar  Mazo
                        involving  repairs the cost of which is likely to exceed
                        USD 500,000;

                (iii)   any  requirement or  recommendation  made in relation to
                        any of the  Vessels or Golar Mazo by any  insurer or its
                        classification  society  or by any  competent  authority
                        which is not complied with in accordance with its terms;

                (iv)    any Total Loss  relevant  to any of the Vessels or Golar
                        Mazo;

                (v)     any arrest or  detention  of any of the Vessels or Golar
                        Mazo  or  the  accounts   pledged  under  the  Deeds  of
                        Assignment and the Pledge of Accounts or the exercise or
                        purported  exercise of any lien on any of the Vessels or
                        Golar  Mazo or any of the  accounts  pledged  under  the
                        Deeds of Assignment and the Pledge of Accounts; or

                (vi)    the  occurrence  of  any  material  Environmental  Claim
                        against  an Owning  Company  or  Faraway,  any Vessel or
                        Golar  Mazo or any  member of the Golar LNG Group or any
                        other  vessel  from  time  to  time  owned,  technically
                        managed  or crewed  by, or  bareboat  chartered  to, any
                        member of the Golar LNG Group or any incident,  event or
                        circumstances   which   may   give   rise  to  any  such
                        Environmental  Claim or Event of  Default  specified  in
                        Clause 17.18.


                                    Page 28
<Page>

17.3    Financial information

        The Borrower shall supply to the Agent,  in a form  satisfactory  to the
        Agent:

        (a)     as soon as reasonably  practicable  after the same are available
                (and  in any  event  within  120  days of the end of each of its
                financial  years) the audited  accounts  (prepared in accordance
                with GAAP  consistently  applied) of the  Borrower and the Golar
                LNG Group; and

        (b)     as soon as reasonably  practicable  after the same are available
                (and in any event  within  60 days of the end of each  quarter),
                the unaudited  accounts and any other  financial  reports of the
                Borrower and the Golar LNG Group for such three months.

17.4    Financial covenants

        The Borrower  undertakes  that its and the Owning  Companies'  financial
        condition (on a consolidated basis) throughout the Security Period shall
        be such that:

        (a)     Free  Available  Cash:  at all times  shall be not less than USD
                25,000,000;

        (b)     Working  Capital:  as at the end of each quarterly period during
                and at the end of each financial year of the Borrower, the ratio
                of Current Assets to Current Liabilities  (excluding the current
                portion of long term debt) shall not be less than 1.50:1.00; and

        (c)     Leverage:  as at 31  December  2002  and as at the  end of  each
                subsequent  quarterly  period  and during and at the end of each
                financial year of the Borrower,  the ratio of Net Debt as at the
                end of such period to Annualised  EBITDA calculated by reference
                to such quarter  shall not exceed:  : (i) 6,5 to 1 for quarterly
                periods  ending during or at the end of 2002 and 2003,  (ii) 6,0
                to 1 for quarterly  periods  ending during or at the end of 2004
                and (iii) 5,0 to 1 for all subsequent  quarterly  periods to the
                Maturity Date.

        The  financial  covenants  set out in this  Clause  17.4 are  subject to
        evaluation each quarter upon  presentation  of the quarterly  results of
        the Borrower and as set out in the relevant Compliance Certificate.

17.5    Compliance Certificate

        The  Borrower  undertakes  to provide the Agent (on behalf of the Banks)
        with a Compliance  Certificate in the form set out in Schedule 9 as soon
        as  possible  and in any  event  within  five  Business  Days  after the
        presentation of the Borrower's  quarterly financial results,  first time
        at 31 December 2002,  enabling the Agent to observe the compliance  with
        the financial covenants set out in Clause 17.4.


                                    Page 29
<Page>

17.6    Information - Miscellaneous

        The Borrower shall supply to the Agent:

        (a)     promptly, such specific financial or other information regarding
                the  financial  condition and  operations  of the Borrower,  the
                Parent or the Guarantors or such other  information as the Agent
                may reasonably request;

        (b)     promptly upon becoming  aware of them,  relevant  details of any
                material litigation,  arbitration or administrative  proceedings
                which are current or, to its  knowledge,  threatened  or pending
                against the Borrower,  the Parent or any of the  Guarantors  and
                which might, if adversely determined,  be reasonably expected to
                have a material  adverse  effect on the ability of the Borrower,
                the Parent or any of the Guarantors to perform their  respective
                obligations  under the  Transaction  Documents  (as the case may
                be),  and  further  details  of  any  such  matters   previously
                disclosed  to  the  Agent,  if  the  likelihood  of  an  adverse
                determination  has  increased,   as  the  Agent  may  reasonably
                request; and

        (c)     promptly upon becoming  aware of the same,  relevant  details of
                any Event of Default.

17.7    Transaction Documents

        The Borrower  shall not make or agree and shall procure that none of the
        Guarantors,  the Parent or Faraway makes or agrees to any changes to any
        of the  Transaction  Documents  or waive  any of the  terms  thereof  or
        release any other party from any of its material  obligations  under the
        Transaction Documents.

17.8    Negative Pledge and no further borrowings or investments

        Except as contemplated by this Agreement and the Transaction  Documents,
        the Borrower  shall not and shall  procure that none of the  Guarantors,
        the Parent or (in respect of Golar Mazo) Faraway does not:

        (a)     create,  incur or assume  any  Security  Interest  on any of the
                Vessels or Golar Mazo or any of their  other  assets  (including
                the  shares in the  Guarantors,  the shares in the  Parent,  the
                shares in the Borrower, the shares in Faraway and the Borrower's
                accounts with the Agent, but for the sake of clarity,  excluding
                the  assets  of  any  Subsidiary  of  the  Parent  which  is not
                mentioned in this Clause 17.8),  and not make any  assignment of
                right to receive  any  earnings  or monies in relation to any of
                the Vessels or Golar Mazo or any of their other  assets,  except
                for the Permitted Encumbrances; or

        (b)     make any  investment  of any nature  except as  required  by the
                relevant  class  society or any other  relevant  authorities  in
                respect of the  operation of any of the Vessels or Golar Mazo or
                capital  expenditure in upgrading a Vessel or Golar Mazo to meet
                the  requirements  of a third party charterer or on upgrading or
                improving  any  Vessel  or  Golar  Mazo  for  other  operational
                purposes  provided that such  expenditure on any Vessel or Golar
                Mazo does not in any period of 30 consecutive  months exceed USD
                5,000,000; or


                                    Page 30
<Page>

        (c)     incur any  Indebtedness of any nature or incur any other debt or
                obligations; or

        (d)     incur or permit to exist any Borrowed Money of any member of the
                Golar  Gas Group  except  for  Borrowed  Money  pursuant  to the
                Security  Documents,  Borrowed  Money owing by the Borrower or a
                wholly  owned  subsidiary  of the  Borrower  to the  Borrower or
                another  wholly owned  subsidiary  of the  Borrower  (other than
                Oxbow and Golar Maritime) and subordinated debt.

        without the prior written consent of the Banks.

17.9    Dividends/distributions

        The  Borrower   undertakes  not  to  pay  any  dividends  or  any  other
        distributions   (including   group   contributions   and  cash   pooling
        arrangements)  or make any loans to its  shareholder(s)  or guarantee or
        otherwise secure any indebtedness  thereof or reduce its equity in order
        to  make  any  distributions  thereof  to its  shareholder(s),  and  the
        Borrower  shall  procure that no dividends  are paid by the Parent until
        the Loan has been repaid in full  without the prior  written  consent of
        the Banks.

        Regardless of the above,  dividends or other distributions received from
        Faraway  in  respect  of Golar  Mazo may be  distributed  freely  by the
        Borrower as dividends or  otherwise,  subject to the  compliance  by the
        Borrower  with all of the terms of this  Agreement and the USD 325 mill.
        Facility Agreement.

17.10   Shareholders

        The Borrower  shall not and shall procure that the Parent does not agree
        to any  transfer  of shares,  the  granting  of  options  of  ownership,
        issuance  of  further  shares  or change in  ultimate  ownership  of the
        Borrower,  without the prior written  consent of the Agent (on behalf of
        the Banks).

17.11   Ownership, class or flag

        The Borrower  shall  procure that each of the Vessels are  registered in
        the Liberian Ship  Registry,  and that no change of flag,  class or ship
        registry of any of the  Vessels  take place  without  the prior  written
        consent of the Agent (on behalf of the Banks).

17.12   Operation of the Vessels etc.

        (a)     Unless otherwise agreed with the Agent (on behalf of the Banks),
                the Vessels  shall be employed  under the  relevant  Charter and
                Golar Mazo shall be employed under the Golar Mazo Charter.

        (b)     The Borrower  shall  procure that no amendment or  supplement is
                made to, or any waiver of any of the terms of the Charters,  the
                Management  Agreements  or the Golar  Mazo  Charter  are made or
                agreed  to,  save for  immaterial  amendments,  supplements  and
                waivers considered to be necessary for the ordinary operation of
                the Vessels or Golar Mazo and which will have no negative impact
                of the  earnings  attributable  to any of the Vessels  under the
                relevant Charters or of Golar Mazo under the Golar Mazo Charter.

        (c)     The Borrower shall procure that no change of Manager takes place
                without the prior written approval of the Agent.


                                    Page 31
<Page>

        (d)     The Borrower  undertakes that no other agreement  related to the
                chartering  and  operation  of any of the  Vessels or Golar Mazo
                exceeding  twelve months or any pooling  arrangement  related to
                the  Earnings  of any of the  Vessels or Golar Mazo are  entered
                into without the prior  written  consent of the Agent (on behalf
                of the Banks).  The Borrower shall procure that such  agreements
                are entered into and such notifications given as may be required
                to perfect the assignment of such contracts of employment to the
                Agent (on behalf of the Banks).

        (e)     The Borrower  undertakes  not to charter in any tonnage from any
                person and shall  procure  that none of the Owning  Companies or
                (in respect of Golar Mazo)  Faraway  charters in any  additional
                tonnage  from any person  save for the Vessels or Golar Mazo (as
                the case may be).

17.13   Accounts

        The Borrower shall maintain all its bank accounts with the Agent.

17.14   Insurances

        (a)     The Borrower  shall  procure  that each of the Owning  Companies
                keep  each of the  Vessels  fully  insured  against  such  risks
                (including,  but  not  limited  to,  Hull  and  Machinery,  Hull
                Interest,  Protection & Indemnity (including a maximum cover for
                Excess Oil  Pollution  and  Pollution & Indemnity  term cover as
                amended effective from 20 February 2000), War Risk and Offhire),
                in all cases in such  amount,  on such  terms  (always  applying
                Norwegian  law or such  other law as the Agent  may  approve  in
                writing and including  terms of the Norwegian  Marine  Insurance
                Plan of 1996 or equivalent  terms in relation to losses  payable
                thereunder)  and with  such  insurance  brokers  and  with  such
                insurers  as the Agent may  approve  with the  agreement  of the
                Security Agent.

        (b)     The  insurance  value against Total Loss of the Vessels shall at
                all  times be equal to or  higher  than the  higher of the total
                Market   Value  of  the  Vessels  and  120%  of  the   aggregate
                outstanding amount at any time under the USD 325 mill.  Facility
                Agreement  and this  Agreement.  The  Offhire  insurance  of the
                Vessels shall furthermore, at all times cover up to 180 days per
                claim less a 14 day deductible  period at rates at least as high
                as due under the Charters (as appropriate).

        (c)     Not later than two  Business  Days  prior to the first  Drawdown
                Date  hereunder,  the  Borrower  shall  deliver  to the  Agent a
                certificate  from an insurance  broker  acceptable  to the Agent
                evidencing  that all the  insurances  required under this Clause
                17.14 have been effected as set out herein and are in full force
                and effect.

        (d)     Not later than  fourteen  days  prior to the expiry  date of the
                relevant  insurances,  the Borrower shall deliver to the Agent a
                certificate  from  the  insurance  broker(s)  through  whom  the
                insurances  relevant  to each of the Vessels  have been  placed,
                evidencing  that all  insurances  referred  to under (a) and (b)
                above have been  renewed and taken out in respect of each of the
                Vessels  with  insurance  values as  required  under (a) and (b)
                above,  that such  insurances  are in full  force and effect and
                that the Agent's and the Banks' interest therein (as second loss
                payees) have been noted by the relevant insurers.

        (e)     The Borrower  shall  procure that each of the Vessels  always is
                employed  in  conformity  with the terms of the  instruments  of
                insurances   (including  any  warranties  expressed  or  implied
                therein) and complies with such requirements as to extra premium
                or otherwise as the insurers may prescribe.

        (f)     The Borrower shall make no change to the insurances as described
                under (a) and (b) above without the prior written consent of the
                Agent (on behalf of the Banks).


                                    Page 32
<Page>

        (g)     If any of the insurances  referred to above form part of a fleet
                cover,  the Borrower shall procure that the insurance  broker(s)
                shall (if  required  by the Agent)  undertake  to the Agent that
                they shall  neither set off against any claims in respect of any
                Vessel any premiums due in respect of other  vessels  under such
                fleet cover or any premiums due for other insurances, nor cancel
                the  insurance  for reason of  non-payment  of premiums  for the
                other  vessels  under such fleet cover or of  premiums  for such
                other insurances, and shall undertake to issue a separate policy
                in respect of each Vessel is and when so requested by the Agent.

17.15   Total Loss

        In the event that any of the  Vessels  shall  suffer a Total  Loss,  the
        Borrower shall,  and procure that each of the Owning  Companies within a
        period of 90 days after the Total Loss, obtain and present to the Agent,
        a  written  confirmation  from the  relevant  insurers  that  the  claim
        relating to the Total Loss has been accepted in full,  and the insurance
        proceeds  shall as soon as they have been  released be paid to the Agent
        (on behalf of the Banks) and subject to the First Deeds of Assignment.

17.16   Tax filings and payment of Taxes

        The  Borrower  undertakes  to file or cause to be filed all tax  returns
        required  to be filed  in all  jurisdictions  in which it and any  other
        member of the Golar LNG Group are  situated  or carry on business or are
        otherwise  subject  to  taxation  and pay all Taxes  shown to be due and
        payable on such returns or any  assessments  made against it (other than
        those being  contested  in good faith where such payment may be lawfully
        withheld) and adequate  reserves have been made for such payments should
        it be found to be payable.

17.17   No merger etc.

        The  Borrower  will not enter into,  and procure  that none of the Owing
        Companies  enters  into any  form of  amalgamation,  merger,  de-merger,
        split-up,  consolidate  with any other  person or company or any form of
        reconstruction  or  reorganisation  without the prior written consent of
        the Banks and it will not enter  into any sales or sale / and  leaseback
        arrangements without the prior written approval of the Banks.

17.18   Compliance with Environmental Laws

        The Borrower  shall procure the compliance by the companies in the Golar
        LNG  Group  in  all  material  respects  with  all  Environmental   Laws
        applicable  to  such  company  or any  of the  Vessels  or  Golar  Mazo,
        including  without  limitation,  requirements  relating  to manning  and
        establishment of financial  responsibility and to obtain and comply with
        all Environmental Approvals applicable to such company and/or any of the
        Vessels or Golar Mazo.

17.19   Laws and regulations

        The Borrower  shall  procure  that the business of the  companies in the
        Golar Gas Group shall at all times be conducted  in a manner  consistent
        with then applicable  statutory and regulatory  requirements,  including
        without limitation any Environmental Laws.

17.20   No prepayments under the USD 325 mill. Facility Agreement

        The Borrower  undertakes that it will not make any prepayments under the
        USD 325 mill.  Facility  Agreement  other than mandatory  prepayments in
        accordance with the terms of the USD 325 mill. Facility Agreement.

17.21   Interest Rate Hedging

        The Borrower  shall,  at any time upon the written  request of the Agent
        (on  behalf  of the  Banks),  enter  into  such  interest  rate  hedging
        instruments  in respect of the Loan at such terms and  conditions as are
        satisfactory to the Banks.

17.22   Business of the Borrower  and the Owning  Companies,  transactions  with
        affiliates

        The  Borrower  and each of the Owning  Companies  shall  maintain  their
        business as carried out at the date hereof and shall not  undertake  any
        other business.

        Further,  the  Borrower  shall  ensure  that any  transactions  with any
        affiliated  party is carried out on commercial terms and subject to arms
        length principles.


                                    Page 33
<Page>

17.23   Undertakings concerning Faraway and Golar Mazo

        The Borrower  undertakes that it will,  throughout the Security  Period,
        use its best  efforts to cause  Faraway to ensure the  following,  which
        best efforts shall include,  without limitation,  giving instructions to
        directors of Faraway elected or appointed by Oxbow or Golar Maritime and
        otherwise voting its Faraway shares in order to ensure that:

        (a)     Faraway  does not  create,  incur,  assume or suffer to exist or
                directly or  indirectly  guarantee or in any other manner become
                directly or  indirectly  liable for the payment of any  Borrowed
                Money  secured  by an  Encumbrance  over  Golar  Mazo other than
                Borrowed   Money  under  the  Faraway  Loan  Agreement  and  any
                refinancing as contemplated under (d);

        (b)     Faraway  does not create,  incur,  assume or suffer to exist any
                Encumbrance  of any kind  upon the  Golar  Mazo,  her  Earnings,
                Insurances or requisition compensation or the Golar Mazo Charter
                (other than Permitted Encumbrances);

        (c)     Faraway does not merge or consolidate with any other person save
                with  the  prior  written  consent  of  the  Banks  (not  to  be
                unreasonably  withheld if such merger or consolidation will have
                no material  adverse effect on the overall value of the security
                constituted by the Security Documents at such time); and

        (e)     not refinance the existing  Indebtedness  under the Faraway Loan
                Agreement  in respect of Golar Mazo  without  the prior  written
                consent of the Banks (not to be unreasonably  withheld) provided
                that it shall  be  reasonable  for the  Banks  to  refuse  their
                consent if such  refinancing will have a material adverse effect
                on the overall value of the security constituted by the Security
                Documents at such time.

17.24   Disposals

        The Borrower  shall not and shall  procure that none of the  Guarantors,
        the Parent or  Faraway  does not,  sell,  transfer,  lease or  otherwise
        dispose of all or a substantial part of the assets of the Borrower or of
        the Golar Gas Group taken as a whole  (whether by one  transaction  or a
        series of  transactions  and whether  related or not)  without the prior
        written consent of the Agent.

18      Default

18.1    Events of Default

        Each of the events set out below is an Event of Default  (whether or not
        caused by any reason  whatsoever  outside the control of the Borrower or
        any other person):


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18.1.1  Non-payment

        The Borrower does not pay on the due date an amount  payable by it under
        this  Agreement  at the place  at,  and in the  currency  in which it is
        expressed to be payable, provided that if such failure to pay has arisen
        as a consequence of an  administrative or technical error only then such
        event shall not be an Event of Default unless such failure continues for
        a period in excess of five Business Days.

18.1.2  Breach of other obligations

        The Borrower  does not comply with (i) any  provision of this  Agreement
        (other than Clause  18.1.1) or (ii) any of the provisions of the USD 325
        mill.  Facility Agreement (or under any of the First Security Documents)
        provided  that such  default has been  declared  under the USD 325 mill.
        Facility  or  any  of  the  First   Security   Documents,   -  and  such
        non-compliance is considered by the Majority Banks (as defined in Clause
        19.15) to be material and provided  that if such  non-compliance  is, in
        the opinion of the Majority Banks, capable of remedy:

                (i)     the Agent notifies the Borrower of such  non-compliance;
                        and

                (ii)    such  non-compliance  remains unremedied for a period of
                        fifteen    Business    Days   after   such   notice   of
                        non-compliance has been sent.

18.1.3  Misrepresentation

        A  representation,  warranty  or  statement  made or  repeated  in or in
        connection  with this  Agreement or in any  document  delivered by or on
        behalf of the Borrower in connection  with this  Agreement was incorrect
        or misleading in any respect when made or deemed to be made or repeated,
        unless such misrepresentation is remedied within seven days after notice
        from the Agent.

18.1.4  Cross-default

        An event of default  howsoever  described  (or any event  which with the
        giving  of  notice,  lapse  of time,  determination  of  materiality  or
        fulfilment of any other  applicable  condition or any combination of the
        foregoing would constitute such an event of default) occurs under any of
        the Transaction  Documents,  or under any other agreement related to the
        Indebtedness  of the Borrower  and/or the Parent  and/or the  Guarantors
        and/or Faraway.

18.1.5  Liens

        A maritime or other lien,  arrest,  distress or similar charge is levied
        upon, or against,  any of the Vessels, the earnings or any other part of
        the assets of the Borrower,  the Parent or any of the  Guarantors and is
        not discharged and  satisfactory  security for the release of such lien,
        arrest,  distress or charge is not given within ten Business  Days after
        the Borrower,  the Parent or any of the  Guarantors  became aware of the
        same.

18.1.6  Insolvency

        An order of a competent  court or an event  analogous  thereto  shall be
        made or any effective  resolution  passed with a view to the bankruptcy,
        commencement of composition proceedings, debt negotiations, liquidation,
        winding-up or similar  event of the  Borrower,  the Parent or any of the
        Guarantors.

                                    Page 35
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18.1.7  Admittance of non-payment

        The  Borrower  is unable or admits in writing its  inability  to pay its
        lawful debts as they fall due.

18.1.8  Termination of business

        The Borrower, the Parent or any of the Guarantors ceases or threatens to
        cease to carry on its business,  engages in any business other than i.a.
        the  ownership,  operation,  chartering  or other use of the Vessels and
        activities related thereto (as the case may be), including the ownership
        of stock companies  involved in the shipping  business or effectuate any
        mergers,  splits or de-mergers  without the prior written consent of the
        Agent (on behalf of the Banks).

18.1.9  Permits

        Any  licence,  consent,  permission  or  approval  required  in order to
        enforce,  complete  or perform  the  Agreement  and/or  the  Transaction
        Documents is revoked, terminated or modified in a manner unacceptable to
        the Agent,  and is not remedied  within  fourteen days after notice from
        the Agent.

18.1.10 Impossibility or illegality

        It becomes  impossible or unlawful for the Borrower to fulfil any of the
        terms of the Transaction Documents to which it is a party, for the Agent
        to exercise  any right or power  vested in the Agent under the  Security
        Documents,  or the security created by any of the Security  Documents is
        imperilled,  or  for  any  reason  whatsoever  ceases  to be  valid  and
        enforceable  with its  intended  priority,  and is not  remedied  within
        fourteen days after notice from the Agent.

18.1.11 Transaction Documents

        Any of the  Transaction  Documents are materially  amended or terminated
        without the prior written consent of the Agent (on behalf of the Banks),
        or any waivers of any material terms thereof are agreed thereunder.

18.1.12 Material adverse change

        Any event or series of events occurs which,  in the opinion of the Agent
        (on  behalf of the  Banks),  may have a material  adverse  effect on the
        ability of any of the Borrower  and/or the Parent and/or the  Guarantors
        and/or Faraway to comply with their respective  obligations under any of
        the Transaction  Documents unless such adverse effect is remedied within
        fourteen days after notice from the Agent.

18.1.13 Ownership

        (a)     The  existing  ultimate   shareholder  of  the  Ultimate  Owner,
                Greenwich   Holdings  Ltd.,   not   maintaining  a  minimum  25%
                shareholding  and  corresponding  voting  rights in the Ultimate
                Owner.

        (b)     Any change in control of the  ownership of any of the  Borrower,
                the Parent or the Subsidiary Guarantors.

                                    Page 36
<Page>

        (c)     the  Ultimate  Owner is not  maintaining  its status as a listed
                company at the Oslo Stock  Exchange,  Nasdaq and/or the New York
                Stock Exchange.

18.1.14 Technical condition of the Vessels

        Any class  recommendation  for any of the  Vessels  or Golar Mazo is not
        complied  with  when  due and the  same  has not  been  remedied  within
        fourteen days from the date the Borrower, any of the Owning Companies or
        Faraway was notified or otherwise aware of such non-compliance.

18.1.15 Breach or cancellation of any Charter etc.

        Any  Charter  of any Vessel or the Golar Mazo  Charter is  cancelled  or
        terminated by the relevant  Charterer by reason of the Owning Companies'
        or Faraway's breach.

18.2    Remedies

        On and at any time  after  the  occurrence  of an Event of  Default  and
        whilst such Event of Default is continuing unremedied and unwaived,  the
        Agent may, and shall if so directed by the Majority Banks (as defined in
        Clause 19.15), by notice to the Borrower:

        (a)     cancel the Facility if the Facility Amount is not drawn.

        (b)     demand  that  all or part of the  Loan,  together  with  accrued
                interest,  and all other amounts accrued under this Agreement be
                immediately  due  and  payable,   whereupon  they  shall  become
                immediately due and payable.

        (c)     without  prejudice  to any of the Banks' other  rights,  with or
                without  notice to the  Borrower,  take such other  action as is
                available  to the Banks  under the  Agreement  and the  Security
                Documents.

19      The Agent

19.1    Authorisation

        Each Bank irrevocably authorises the Agent on its behalf to perform such
        duties and to  exercise  such  rights,  powers and  discretion  that are
        specifically  delegated to the Agent by the terms of this  Agreement and
        the Security Documents, together with such rights, powers and discretion
        that are incidental  hereto. The Agent shall have only those duties that
        are expressly  specified in this  Agreement and the Security  Documents.
        Without prejudice to the binding nature of such duties,  they are solely
        of a mechanical and administrative nature.

19.2    Relationship

        The  relationship  between  the Agent and the Banks is that of agent and
        principal  only.  Except as regards it holding title to the Mortgages as
        security  trustee for the Banks;  nothing in this Agreement  constitutes
        the Agent as  trustee  or  fiduciary  for any  other  Party or any other
        person and the Agent need not hold in trust any moneys  paid to it for a
        Party or be liable to account for interest on those moneys. With respect
        to the  Mortgages  each of the Banks  hereby  appoints  the Agent as its
        security  trustee/mortgage  holder  with full  power to  receive,  hold,
        administer and enforce the Mortgage for the benefit of the Banks.

                                    Page 37
<Page>

19.3    Directions

        The Agent  will be fully  protected  if it acts in  accordance  with the
        instructions  of the Banks in connection with the exercise of any right,
        power or  discretion  or any matter not  expressly  provided for in this
        Agreement.  Any such instructions  given by the Banks will be binding on
        all of the Banks. In the absence of such instructions, the Agent may act
        in relation  thereto as it considers  being in the best interests of all
        of the Banks.  The Agent may not commence legal  proceedings in a Bank's
        name without such Bank's consent.

19.4    Responsibility

        Neither the Agent,  nor any of their  officers,  employees  or agents is
        responsible to any other Party for:

        (a)     the  execution,   genuineness,   validity,   enforceability   or
                sufficiency of this  Agreement or the Security  Documents or any
                other document;

        (b)     the collectability of amounts payable under this Agreement; or

        (c)     the accuracy of any statements (whether written or oral) made in
                or in connection with this Agreement.

19.5    Default

        (a)     The Agent shall not be required  to  ascertain  or inquire as to
                the  performance  of the Borrower of the terms of this Agreement
                or whether or not a Default has occurred. The Agent shall not be
                deemed to have  knowledge of the  occurrence of a Default unless
                the Agent has received a written notice from a Party, describing
                such Default and stating that the event is a Default.  The Agent
                shall  refrain  from taking  such  action  with  respect to such
                Default as shall be reasonably directed by the Banks.

                Until the Agent shall have received such  directions,  the Agent
                may (but  shall not be  obliged  to) take or  refrain  from such
                action with respect to such Default as it shall see fit.

        (b)     The Agent may require the receipt of security satisfactory to it
                from  any  Bank,  whether  by  way  of  payment  in  advance  or
                otherwise,  against any  liability  or loss which it will or may
                incur in taking any  proceedings  or action arising out of or in
                connection  with  this  Agreement   before  it  commences  those
                proceedings or takes that action.

19.6    Liability

        Neither the Agent nor any of its  employees or agents shall be liable to
        any Bank for any action  taken or omitted  under or in  connection  with
        this Agreement, unless caused by gross negligence or wilful misconduct.

19.7    Reliance

        The Agent may:

        (a)     rely on any notice or document  believed by it to be genuine and
                correct  and to have been signed by, or with the  authority  of,
                the proper person;

        (b)     rely on any  statement  made by a director  or  employee  of any
                person  regarding any matters which may reasonably be assumed to
                be within his knowledge or within his power to verify; and

        (c)     engage, pay for and rely on legal or other professional advisers
                selected by it (including  those in the Agent's  employment  and
                those representing a Party other than the Agent).

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<Page>

19.8    Independent Evaluation

        Without  affecting the  responsibility  of the Borrower for  information
        supplied by it or on its behalf in connection with this Agreement,  each
        Bank severally represents and warrants to the Agent that:

        (a)     it has  made its own  independent  evaluation  of the  financial
                condition  and affairs of the Borrower and its related  entities
                in connection with its  participation  in this Agreement and has
                not relied exclusively on any information  provided to it by the
                Agent in connection herewith; and

        (b)     it shall continue to make its own  independent  appraisal of the
                creditworthiness  of the Borrower and its related entities while
                any amount is or may be outstanding  under this Agreement or its
                Commitment is in force.

19.9    Notices and information

        (a)     The Agent shall without  undue delay  forward to the  individual
                concerned  the  original  or a copy  of any  document  which  is
                delivered to the Agent by a Party for that individual.

        (b)     The Agent shall  supply  each Bank with a copy of each  document
                received by the Agent under Clause 4 (Conditions precedent).

        (c)     Except where this Agreement specifically provides otherwise, the
                Agent  is not  obliged  to  review  or  check  the  accuracy  or
                completeness of any document it forwards to another Party.

19.10   No Accounting

        The Agent shall,  for as long as it is a Bank,  have the same rights and
        powers under this  Agreement  as any other Bank and may  exercise  those
        rights and powers as though it were not,  as the case may be, the Agent.
        The Agent may carry on any  business  with the  Borrower  or its related
        entities,  act as agent or trustee for, or in relation to any  financing
        involving,  the Borrower or its related  entities and retain any profits
        or remuneration in connection with their activities under this Agreement
        or in relation to any of the foregoing.

19.11   Indemnity

        (a)     Without  limiting  the  liability  of the  Borrower  under  this
                Agreement,  the Banks agree to indemnify the Agent on demand for
                their  proportion of any and all  liabilities or losses incurred
                by or  asserted  against  the  Agent in any way  relating  to or
                arising  out of its acting as Agent,  except to the extent  that
                the  liabilities  or losses have  arisen from the Agent's  gross
                negligence or wilful misconduct.

        (b)     A Bank's  proportion  of the  liabilities  or losses  set out in
                paragraph   (a)  above   will  be  the   proportion   which  its
                participation  in the Facility  bears on the date of the demand.
                If, however, there is no part of the Facility outstanding on the
                date of demand, then the proportion will be the proportion which
                its Commitment  bears to the Commitments of all the Banks at the
                date of demand or, if the  Commitment  has then been  cancelled,
                bore to the Commitments immediately before being cancelled.


                                    Page 39
<Page>

        (c)     The Borrower shall  forthwith on demand  reimburse each Bank for
                any payment made by it under  paragraph (a) above  provided that
                the  Borrower  shall not  thereby be liable  for any  additional
                costs for which it would not otherwise be liable.

        (d)     Without  prejudice to the liability of the  Borrower,  each Bank
                shall  reimburse  the Agent the  amount of such  Bank's pro rata
                share of charges and expenses  covered under, but not reimbursed
                by the Borrower under, Clause 21 (Expenses) below.


19.12   Compliance

        (a)     The Agent may refrain from doing  anything which would or might,
                in its opinion,  constitute a breach of any law or regulation or
                be otherwise  actionable  at the suit of any person,  and may do
                anything  which,  in its  opinion,  is necessary or desirable to
                comply with any law or regulation of any jurisdiction.

        (b)     Without limiting paragraph (a) above, the Agent does not need to
                disclose any information  relating to the Borrower or any of its
                related  entities if the  disclosure  might,  in the  reasonable
                opinion  of  the  Agent,  constitute  a  breach  of  any  law or
                regulation  or any  duty of  secrecy  or  confidentiality  or be
                otherwise actionable at the suit of any person.

19.13   Resignation

        (a)     If the Banks so direct, due to a default by the Agent hereunder,
                or due to a conflict  of interest  between  the  Agent's  duties
                hereunder  and other  interests the Agent may have which involve
                the  Borrower,  the Agent shall  resign by giving  notice to the
                Banks and the  Borrower,  in which case the Banks may,  with the
                Borrower's  prior  written  approval,  such  approval  not to be
                unreasonably withheld, appoint a successor Agent.

                                    Page 40
<Page>

        (b)     The Agent  may,  with the  consent  of the  Borrower  (not to be
                unreasonably  withheld  or  delayed),  resign by  giving  notice
                thereof to the Banks and the Borrower.  In that event, the Banks
                may,  with the consent of the Borrower  (not to be  unreasonably
                withheld or delayed),  appoint a successor  Agent.  If the Banks
                have not,  within  sixty days after such notice of  resignation,
                appointed a  successor  Agent  which  shall have  accepted  such
                appointment,  the retiring Agent shall have the right to appoint
                a successor Agent. The resignation of the retiring Agent and the
                appointment of any successor  Agent shall both become  effective
                upon the successor Agent,  subject as provided below,  notifying
                all  the  parties   hereto  in  writing  that  it  accepts  such
                appointment,  whereupon the successor Agent shall succeed to the
                position of the  retiring  Agent and the term Agent herein shall
                mean the successor Agent.  This Clause shall continue to benefit
                a retiring Agent in respect of any action taken or omitted by it
                hereunder while it was Agent.

19.14   Banks

        The Agent may treat each Bank as a Bank, entitled to payments under this
        Agreement  until it has received not less than five Business Days' prior
        notice from that Bank to the contrary.  The Agent shall  maintain a list
        of the Banks and their  respective  addresses  for  notices,  and shall,
        promptly upon request from any Party from time to time, supply a copy of
        that list to that Party.

19.15   Votes

        Any decision  proposed to be made by and between the Banks is adopted if
        Banks representing  66,66% or more of the Loan (the "Majority Banks") or
        (to the extent not drawn) the  Facility  Amount  have voted in favour of
        such  decision,  always  provided that a decision to make any amendment,
        variation  or waiver in  respect  of the  following  requires  unanimous
        agreement by and between all Banks:

        (a)     the dates,  or the amount of,  payment of  principal,  interest,
                fees or other sums payable hereunder;

        (b)     the currency in which any payment hereunder is to be made;

        (c)     the definition of the Margin;

        (d)     a change to a Bank's  participation  in accordance with Schedule
                1;

        (e)     where this Agreement  expressly  provides for the consent of all
                Banks;

        (f)     any change to or release of any Security Document; and

        (g)     any change to this Clause 19.15.

20      Fees and Commission

20.1    Arrangement fee

        The Borrower shall pay to the Agent a non-refundable  arrangement fee of
        (i) 1% of the Facility Amount, payable at the day of the signing of this
        Agreement and (ii) 0.25% of the available  Facility Amount payable on 30
        November 2004.

20.2    Agency fee

        The Borrower shall pay to the Agent an annual  non-refundable agency fee
        of USD 22,000,  being payable at the first  Drawdown Date and thereafter
        in advance on each anniversary of this Agreement.


                                    Page 41
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20.3    Commitment fee

        The Borrower shall pay to the Agent (for distribution among the Banks as
        separately  agreed) a  commitment  fee of 1.0% per annum of the  undrawn
        Facility  Amount accruing from 19 September 2002 and increasing to 1.25%
        per annum from 30 November  2004 and until the expiry of the  Commitment
        Period,  being  payable  quarterly in arrears by reference to successive
        periods each ending at successive three-monthly intervals.

21      Expenses

21.1    Initial Expenses

        The Borrower  shall  forthwith  upon demand  reimburse the Agent for the
        charges  and  expenses  (including  internal  and  external  legal fees)
        incurred by it in connection with:

        (a)     the  negotiation,  preparation,  printing and  execution of this
                Agreement and any other documents referred to in this Agreement;

        (b)     the execution and registration of the Security Documents;

        (c)     any amendment,  waiver,  consent or suspension of rights (or any
                proposal for any of the foregoing) requested (or, in the case of
                a proposal,  made) by or on behalf of the  Borrower and relating
                to this Agreement or a document  referred to in this  Agreement;
                and

        (d)     any other  matter,  not of an  ordinary  administrative  nature,
                arising out of or in connection with this Agreement.

21.2    Enforcement Expenses

        The Borrower shall  forthwith  upon demand  reimburse the Agent and/or a
        Bank  (as the  case  may be) for the  charges  and  expenses  (including
        internal and external legal fees) incurred by it in connection  with the
        enforcement of, or the preservation of any rights under,  this Agreement
        and the Security Documents.

22      Indemnities

22.1    General Indemnity

        The Borrower shall  forthwith  upon demand  indemnify the Agent and each
        Bank against any loss or expenses  (including  funding  breakage  costs)
        which the Agent or that Bank properly  incurs and which the Agent or the
        Bank certifies (in a certificate  containing  reasonable detail) that it
        has incurred as a consequence of:

        (a)     the occurrence of any Event of Default;

        (b)     the operation of Clause 18.2 (Remedies);

        (c)     any  repayment  or  prepayment  of  principal  or  payment of an
                overdue  amount being made  otherwise  than on the last day of a
                relevant  Interest  Period or  Designated  Interest  Period  (as
                defined in Clause 7.4 (Default interest)) relative to the amount
                so repaid, prepaid or paid; and

        (d)     a Drawing not being  advanced after the Borrower has delivered a
                Drawdown  Notice  or the Loan (or part of the  Loan)  not  being
                prepaid in accordance with a notice of prepayment.

        The  liability of the Borrower in each case  includes any loss of margin
        or other loss or expense on account of funds borrowed, contracted for or
        utilised  to fund any  amount  payable  under  this  Agreement,  but the
        Borrower's  liability  shall in no  circumstances  extend to any loss or
        expense  to the  extent  that it  arises as a  consequence  of any gross
        negligence or wilful default of a Bank.


                                    Page 42
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22.2    Currency Indemnity

        If:

        (a)     any  amount  payable by the  Borrower  hereunder  in  connection
                herewith is received by the Agent or any Bank in a currency (the
                "Payment  Currency")  other  than  that  agreed  to  be  payable
                hereunder  (the "Agreed  Currency"),  whether as a result of any
                judgement or order or the enforcement  thereof,  the liquidation
                of the Borrower or otherwise howsoever; and

        (b)     the amount  procured  by  converting  the  Payment  Currency  so
                received  into the  Agreed  Currency  is less than the  relevant
                amount of the Agreed Currency,

        then,  the  Borrower  shall  indemnify  the  Agent and each Bank for the
        deficiency  and in respect of any loss  sustained as a result.  For this
        purpose, such conversion shall be made at such rate of exchange, on such
        date and in such  market as is  determined  by the  Agent as being  most
        appropriate for such conversion.  The Borrower shall in addition pay the
        costs of such conversion.

23      Amendments

23.1    Procedure

        (a)     Any term of this  Agreement and the Security  Documents may only
                be amended or waived with the written  agreement of the Borrower
                and, if authorised  by the Banks and the Agent,  the Agent shall
                effect, on behalf of the Banks, any amendment or waiver to which
                they have agreed.

        (b)     The  Agent  shall  promptly  notify  the  other  Parties  of any
                amendment or waiver  effected under  paragraph (a) above and any
                such  amendment  or waiver  shall be binding on all the Parties.
                All communication related to amendments and/or waivers hereunder
                shall be made  between the  Borrower and the Agent (on behalf of
                the Banks).

23.2    Waivers and remedies cumulative

        The rights of each Bank under this Agreement:

        (a)     may be exercised as often as necessary;

        (b)     are cumulative and not exclusive of its rights under the general
                law; and

        (c)     may be waived only in writing and specifically.

        Delay in exercising or non-exercise of any such right is not a waiver of
        that right.

24      Assignment

24.1    Assignment by the Borrower

        The Borrower may not assign,  transfer,  novate or dispose of any of, or
        any interest in, its rights and obligations under this Agreement.

24.2    Assignment by the Banks

        Any  Bank  (the  "Assignor")  may at any  time at its own  expense  (and
        provided  that there shall be no  additional  or increased  costs to the
        Borrower)  assign,  transfer or novate any of its rights and obligations
        in  respect  of an amount  of at least USD  500,000  (or,  if less,  its
        Commitment  in full or its  proportional  part of the Loan)  under  this
        Agreement to any of its or its holding company's  subsidiaries,  or with
        the  prior  written  consent  of  the  Agent,  such  consent  not  to be
        unreasonably withheld, and in consultation with the Borrower, to another
        bank or financial  institution  (such  subsidiary or bank or institution
        being the "Assignee"), provided however that:


                                    Page 43
<Page>

        (a)     transfer of  obligations  will be effective only if the Assignee
                confirms to the Agent and the Borrower  that it undertakes to be
                bound  by the  terms  of this  Agreement  as a Bank in form  and
                substance  satisfactory to the Agent.  On the transfer  becoming
                effective in this manner the  Assignor  shall be relieved of its
                obligations  under this  Agreement  to the extent  that they are
                transferred to the Assignee.

        (b)     The Assignor is not responsible to the Assignee for;

                (i)     the execution, genuineness,  validity, enforceability or
                        sufficiency of this Agreement or any other document;

                (ii)    the   collectability   of  amounts  payable  under  this
                        Agreement; or

                (iii)   the accuracy of any statements (whether written or oral)
                        made in or in connection with this Agreement.

        (c)     The Assignee  shall  confirm to the Assignor and the other Banks
                that it;

                (i)     has  made   its  own   independent   investigation   and
                        assessment of the financial condition and affairs of the
                        Borrower and its related entities in connection with its
                        participation  in this  Agreement  and  has  not  relied
                        exclusively  on any  information  provided  to it by the
                        Assignor in connection with this Agreement; and

                (ii)    will continue to make its own  independent  appraisal of
                        the  creditworthiness  of the  Borrower  and its related
                        entities while any amount is or may be outstanding under
                        this Agreement or any Commitment is in force.

        (d)     Any reference in this  Agreement to a Bank includes the Assignee
                but  excludes  a Bank if no amount is or may be owed to or by it
                under this  Agreement and its  Commitment  has been cancelled or
                reduced to nil.

        (e)     The Borrower  shall not incur any costs in  connection  with the
                transfer by Banks under this Clause 24.2.

25      Sharing of payments

25.1    Redistribution

        If any amount owing by the Borrower  under this Agreement to a Bank (the
        "recovering Bank") is discharged by payment, set-off or any other manner
        other than through the Agent in accordance  with Clause 13 (Payments) (a
        "recovery"), then;

        (a)     the recovering  Bank shall,  within three Business Days,  notify
                details of the recovery to the Agent;

        (b)     the Agent shall  determine  whether the recovery is in excess of
                the amount which the recovering Bank would have received had the
                recovery  been  received  by  the  Agent  and   distributed   in
                accordance with Clause 13 (Payments);

        (c)     subject to Clause 14.2 (Exceptions),  the recovering Bank shall,
                within three  Business  Days of demand by the Agent,  pay to the
                Agent an amount (the "redistribution") equal to the excess;

        (d)     the Agent shall treat the redistribution as if it were a payment
                by the  Borrower  under Clause 13  (Payments)  and shall pay the
                redistribution  to the Banks (other than the recovering Bank) in
                accordance with Clause 13.8 (Partial payments); and

        (e)     after payment of the full  redistribution,  the recovering  Bank
                will be  subrogated  to the relevant  portion of the claims paid
                under  paragraph  (d)  above  and  the  Borrower  will  owe  the
                recovering Bank a debt which is equal to the  redistribution and
                of the type originally discharged.


                                    Page 44
<Page>

25.2    Reversal of redistribution

        If under Clause 25.1 (Redistribution):

        (a)     A recovering  Bank must  subsequently  return a recovery,  or an
                amount measured by reference to a recovery, to the Borrower; and

        (b)     the  recovering  Bank has paid a  redistribution  in relation to
                that recovery,

        each Bank shall,  within three Business Days of demand by the recovering
        Bank  through  the  Agent,  reimburse  the  recovering  Bank  all or the
        appropriate portion of the redistribution paid to that Bank.  Thereupon,
        the  subrogation in Clause 25.1(e) will operate in reverse to the extent
        of the reimbursement.

25.3    Exception

        (a)     A recovering  Bank need not pay a  redistribution  to the extent
                that it would not, after the payment, have a valid claim against
                the  Borrower  in the amount of the  redistribution  pursuant to
                Clause 25.1(e).

        (b)     A Bank is not entitled to participate in a redistribution if the
                redistribution   results   from  the   proceeds  of  a  judicial
                enforcement  order obtained by the recovering Bank and the other
                Bank had adequate  notice of and  opportunity  to participate in
                the  proceedings  concerned or bring its own proceedings but did
                not do so.

26      Tax Lease Option

        If the Borrower or an Owning  Company  wishes to incur Borrowed Money by
        means of a  Capitalised  Lease  Obligation  in respect of a Vessel,  the
        Banks shall, if so requested in writing by the Borrower, discuss in good
        faith for a period of up to 60 days the  possible  restructuring  of the
        security  arrangements  contemplated  by this  Agreement so as to permit
        such  incurrence of Borrower  Money but such  restructuring  may only be
        implemented if all of the Banks approve it in writing (such approval not
        to be unreasonably withheld) and such supplemental documentation entered
        into  and  conditions  precedent  fulfilled  as the  Banks  may in their
        absolute  discretion require. It is acknowledged by all parties that, as
        set out in the telefax  from the Banks to the  Borrower  dated 28 August
        2002,  the  restructuring  of the  security  may include the granting of
        security  to  secure  the  relevant  Capitalised  Lease  Obligation  and
        postponement  and/or  replacement  of  the  Mortgages  with  alternative
        security acceptable to the Banks to be agreed at the relevant time.

        If such  restructuring  is approved in principle by the Banks, the Banks
        shall  co-operate in good faith with the Borrower in the  implementation
        of  such  restructuring  within  such  period  as may be  agreed  at the
        relevant time.

        If in the course of seeking  the  approval of the Banks to the Tax Lease
        Option,  the Majority  Banks agree to the  restructuring  proposal  (the
        "consenting  banks") then the consenting  banks shall if requested to do
        so by the Borrower,  co-operate  with the Borrower to try to arrange for
        the  Commitment  of the  Banks  who do not  agree  to the  restructuring
        proposal (the  "dissenting  banks") to be transferred to a substitute or
        replacement  bank ("a substitute  bank")  provided that if no substitute
        bank can be found within such reasonable  period as may be agreed by the
        Agent at the relevant time to assume the  Commitment  of the  dissenting
        bank or banks, the Borrower agrees that the approval of all the Banks to
        the Tax Lease Option shall be deemed to be required.


                                    Page 45
<Page>

27      Severability

        If a  provision  of this  Agreement  is or becomes  illegal,  invalid or
        unenforceable in any competent  jurisdiction,  that shall not affect the
        validity or  enforceability  in that jurisdiction of any other provision
        of  this   Agreement  or  the  validity  or   enforceability   in  other
        jurisdictions of that or any other provision of this Agreement.

28      Notices

28.1    Giving of notices

        All notices or other  communications  under or in  connection  with this
        Agreement  shall be given or made in  writing,  by  letter,  telefax  or
        e-mail.  Any such notice or communication  will be deemed to be given or
        made as follows;

                (i)     if by  letter,  when  delivered  at the  address  of the
                        relevant Party;

                (ii)    if by telefax or e-mail, when received.

        However,  a notice given in accordance  with the above but received on a
        day  which is not a  Business  Day or after  4:00  p.m.  in the place of
        receipt  will  only be  deemed  to be  given  at 9:00  a.m.  on the next
        Business Day in that place.

28.2    Addresses for notices

        (a)     The address, the telefax number and e-mail address of each Party
                (other than the Agent and the Borrower) for all notices or other
                communications  under or in connection  with this  Agreement are
                those notified by that Party for this purpose to the Agent on or
                before the date it  becomes a Party;  or any other  notified  by
                that  Party for this  purpose to the Agent by not less than five
                Business Days' notice.

        (b)     The address, the telefax number and the e-mail address:

                (i)     of the Agent is:

                 NORDEA BANK NORGE ASA
                 P.O.Box 1166 Sentrum
                 Middelthunsgt. 17
                 0368 Oslo
                 Norway
                 Telephone: 00 47 22 48 50 00
                 Telefax: 00 47 22 48 66 68
                 E-mail: soosd@nordea.com

                 (ii) of the Borrower is:

                 GOLAR GAS HOLDING COMPANY, INC.
                 c/o Golar Management Limited
                 30 Marsh Wall
                 London E14 9TP
                 United Kingdom
                 Telephone: 00 44 20 7517 8600
                 Telefax: 00 44 20 7517 8601
                 E-mail: london.reception@golar.com

                or such other  address,  telefax  number and/or  e-mail  address
                and/or  marked  for such  other  attention  as the  Agent or the
                Borrower  may notify to the other  Parties by not less than five
                Business Days' prior notice.

        (c)     All notices  from or to the Borrower  related to this  Agreement
                shall be sent through the Agent.

        (d)     The Agent shall,  promptly upon request from any Party,  give to
                that Party the address, the telefax number and/or e-mail address
                of any other Party  applicable  at the time for the  purposes of
                this Clause.


                                    Page 46
<Page>

29      Conflicting provisions

        In case of conflict  between this  Agreement and the terms of any of the
        Security  Documents,  the terms and conditions of this  Agreement  shall
        prevail.

30      Jurisdiction

        For the  benefit of the Agent and each Bank,  the  Borrower  agrees that
        only the courts of Norway shall have jurisdiction to settle any disputes
        in  connection  with  this  Agreement  and  accordingly  submits  to the
        non-exclusive  jurisdiction of Oslo tingrett.  Nothing in this Clause 30
        shall  limit  the  right of the  Agent or any Bank to start  proceedings
        against the Borrower in any other court of competent jurisdiction.

31      Governing law

        This Agreement is governed by Norwegian law.

32      Service of process

        Without prejudice to any other mode of service, the Borrower:

        a)      irrevocably  appoints Frontline  Management AS as its agents for
                service  of  process  relating  to any  proceedings  before  the
                Norwegian courts in connection with this Agreement;

        b)      agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceedings concerned; and

        c)      consents  to the  service  of  process  to any such  proceedings
                before the Norwegian  courts by posting of a copy of the process
                to Frontline  Management  AS,  Bryggegt.  3, P.O. Box 1327 Vika,
                0112 Oslo, Norway.



                                    Page 47
<Page>

                                   Schedule 1
                              Banks and commitments


Banks                              Commitments
- -----                              -----------

DEN NORSKE BANK ASA                                     USD 20,000,000
Stranden 21
0021 Oslo
Norway

NORDEA BANK NORGE ASA                                   USD 20,000,000
P.O. Box 1166 Sentrum
Middelthunsgt. 17
0368 Oslo
Norway

FORTIS BANK (NEDERLAND) N.V.                            USD 20,000,000
Oslo Branch Office
Munkedamsveien 53B
0250 Oslo
Norway                                                  ______________
                                                        USD 60,000,000


                                    Page 48
<Page>

                                   Schedule 2
                         Conditions precedent documents

1.      In respect of the Borrower, the Parent and each of the Guarantors:

        (a)     the Memorandum and Articles of Association;

        (b)     Company Certificate;

        (c)     Updated Good Standing Certificate;

        (d)     A resolution  of the Board of Directors  (and  resolution by the
                shareholders,  if  required),  authorising  the execution of the
                Transaction Documents to which it is a party;

        (e)     Power of Attorney to its  representatives for the execution and,
                if  applicable,  registration  of the  Transaction  Documents to
                which it is a party;

        (f)     Secretary's Certificate; and

        (g)     Evidence of capital structure.

2.      The Agreement.

3.      The Co-ordination Agreement.

4.      The USD 325 mill. Facility Agreement.

5.      The Management Agreements.

6.      The Charters with addenda.

7.      The Charter Guarantees.

8.      The Golar Mazo Charter.

9.      Acceptance  Letter  by the  lenders  under  the USD 325  mill.  Facility
        Agreement.

10.     The Faraway Documents.

11.     Omnibus Agreement.

12.     The Master Agreement.


                                    Page 49
<Page>

13.     In respect of the Security Documents:

        (a)     the Deeds of Assignment;

        (b)     the notices of  assignment  to and  acknowledgement  and consent
                from  the  relevant  parties  as  required  under  the  Deeds of
                Assignment;

        (c)     the Pledge of Accounts;

        (d)     the Pledge of  Borrower  Shares with the share  certificates  in
                respect of the pledged shares and any other additional  document
                in relation thereto;

        (e)     the Subsidiary  Pledges (with the share  certificates in respect
                of the  pledged  shares)  and any other  additional  document in
                relation thereto; and

        (f)     the Guarantees.

13.     In respect of each of the Vessels:

        (a)     evidence  that  the  Vessel  is  registered  in the  name of the
                relevant  Owning  Company in the  Liberian  Ship  Registry,  the
                Mortgage has been executed and recorded with second priority and
                that no other  encumbrances  or liens are  recorded  against the
                Vessel (save for the First Mortgages);

        (b)     Memorandum of Particulars;

        (c)     Consent  letter  from the  Security  Agent  as  First  Preferred
                Mortgagee under the First Mortgages;

        (d)     updated  class  certificate  related  to  the  Vessel  from  the
                relevant classification  society,  confirming that the Vessel is
                in class,  without extensions or recommendations at the Drawdown
                Date; and

        (e)     copies  of  insurance   policies/cover  notes  documenting  that
                insurance  cover has been  taken out in respect of the Vessel in
                accordance  with Clause 17.14  (Insurance),  and evidencing that
                the Agent on  behalf  of the  Banks'  security  interest  in the
                insurance  policies  have  been  noted  in  accordance  with the
                relevant  notices and  acknowledgements  as  required  under the
                Deeds of Assignment at the Drawdown Date.

14.     Evidence  that all fees,  costs and  expenses  (including  internal  and
        external  legal fees and expenses) and other  compensation  contemplated
        thereby, payable to the Banks and the Agent to the extent due, have been
        paid.


                                    Page 50
<Page>

15.     All approvals, authorizations and consents required by any government or
        other  authorities  in order for the Borrower,  the Parent or any of the
        Guarantors  to  enter  into  and  perform  its  obligations  under  this
        Agreement  and any of the  Transaction  Documents  to  which  they are a
        party.

16.     Letters of Quiet Enjoyment  issued by the Agent (on behalf of the Banks)
        in respect of the BG  Vessels,  or in respect of M/V Golar  Spirit,  the
        notice of financing issued by the relevant owner.

17.     Acknowledgements  duly signed by  BG/Pertamina in respect of the Letters
        of Quiet Enjoyment.

18.     Appointment  of Frontline  Management AS and the acceptance by Frontline
        Management  AS as the  Borrower's  process  agent in  Norway  under  the
        Agreement,  the Pledge of Accounts, the Co-ordination  Agreement and the
        Subsidiary Pledges.

19.     Appointment  of Frontline  Management AS and the acceptance by Frontline
        Management AS as the Owning Companies' process agent in Norway under the
        Guarantee.

20.     Appointment  of Frontline  Management AS and the acceptance by Frontline
        Management AS as Oxbow's process agent in Norway under the Guarantee.

21.     Appointment  of Frontline  Management AS and the acceptance by Frontline
        Management  AS as Golar  Maritime's  process  agent in Norway  under the
        Guarantee.

22.     Appointment  of Frontline  Management AS and the acceptance by Frontline
        Management  AS as the Parent's  process agent in Norway under the Pledge
        of Borrower Shares.

23.     Appointment  of Frontline  Management AS and the acceptance by Frontline
        Management AS as the Ultimate  Owner's process agent in Norway under the
        Guarantee.

24.     Appointment  of Golar  Management  Limited and the  acceptance  by Golar
        Management Ltd. as the Owning  Companies'  process agent in the UK under
        the Deeds of Assignment.

25.     Favourable  legal  opinions in form and  substance  satisfactory  to the
        Agent from  lawyers  appointed  by the Agent on matters  concerning  all
        relevant jurisdictions.


                                    Page 51
<Page>

                                   Schedule 3

                                     Form of
                                 Drawdown Notice

To:     NORDEA BANK NORGE ASA as Agent

Date:   [          ] 2002

USD  60,000,000  Second  Priority  Credit  Facility  dated 11 October  2002 (the
"Agreement")

We refer to Clause 5 of the Agreement.

Terms  defined in the  Agreement  shall have the same  meaning in this  Drawdown
Notice.

l.      We wish to draw as follows:

        (a)     Amount: .................................................

        (b)     Drawdown Date: ..........................................

        (c)     Interest Period: ........................................

        (d)     Instructions for payment: ...............................

2.      We  confirm  that  each  condition  specified  in Clause  4.2  (specific
        conditions) is satisfied on the date of this Drawdown Notice.

By:

GOLAR GAS HOLDING COMPANY, INC.

Authorised Signatory


                                    Page 52
<Page>

                                   Schedule 4

                                     Form of
                                 Renewal Notice

To:     NORDEA BANK NORGE ASA as Agent

Date:   [         ]

USD  60,000,000  Second  Priority  Credit  Facility  dated 11 October  2002 (the
"Agreement")

We refer to Clause 8.1 (c) in the  Agreement.  Terms  defined  in the  Agreement
shall have the same meaning in this Renewal Notice.

We hereby:

1.      request an Interest Period in respect of the Loan of [ ] months from the
        next Interest Payment Date; and

2.      confirm that:

        (i)     no event or circumstance  has occurred or is threatening,  which
                constitutes, or which with the giving of notice or lapse of time
                or  both,  would  constitute  an  Event  of  Default  under  the
                Agreement; and that

        (ii)    the  representations  and  warranties  contained  in  Clause  16
                (Representations  and  Warranties)  of the  Agreement  are true,
                correct  and not  misleading  at the date hereof as if made with
                respect to the facts and circumstances existing at such date.


By:

GOLAR GAS HOLDING COMPANY, INC.

Authorised signatory


                                    Page 53
<Page>

                                   Schedule 5

                                     Form of
                               Deed of Assignment


                                     between

                                      [    ]
                                   as Assignor

                                       and

                              Nordea Bank Norge ASA
                                    as Agent



                         -------------------------------
                         Second Priority Credit Facility
                         in the amount of USD 60,000,000
                              dated 11 October 2002
                         -------------------------------



                                 VOGT & WIIG AS


                                    Page 54
<Page>

THIS  DEED OF  ASSIGNMENT  (the  "Deed")  dated  this [ ]  October  2002 is made
between:

(1)     [ ] a company  incorporated in the Republic of Liberia whose  registered
        office  is at 80 Broad  Street,  Monrovia,  Liberia,  as  assignor  (the
        "Assignor"); and

(2)     NORDEA BANK NORGE ASA,  Middelthunsgt.  17, 0368 Oslo,  Norway, as agent
        under the Agreement (as defined below) (the "Agent").

WHEREAS

(A)     Golar Gas Holding  Company,  Inc. as borrower (the  "Borrower") has been
        granted a credit  facility for an amount not  exceeding  USD  60,000,000
        (the  "Facility") in accordance  with an agreement dated 11 October 2002
        (as the same hereafter  from time to time may be amended  referred to as
        the  "Agreement")  entered  into  among  the  Borrower,   the  Financial
        Institutions  listed in Schedule 1 of the  Agreement,  the Agent (in its
        capacity as agent for the Banks, arranger and bank), Den norske Bank ASA
        as arranger  and bank and Fortis Bank  (Nederland)  N.V. as arranger and
        bank;

(B)     by a time charter  dated  [__________]  as amended by Addendum no. [___]
        dated [__________]  expiry on or about [__________] and made between the
        Assignor and [__________]  (the  "Charterer") the Assignor agreed to let
        and the Charterer agreed to take on time charter for the period and upon
        the  terms  and  conditions   therein  mentioned  the  vessel  [_______]
        documented  in the name of the  Assignor  under the laws and flag of the
        Republic of Liberia under Official Number [___] (the "Vessel");

(C)     pursuant to a guarantee dated [__________] (the "Guarantee") executed by
        i.a. the Assignor as Guarantor  (as defined in the  Agreement) in favour
        of the  Agent,  the  Assignor  jointly  and  severally  with  the  other
        Guarantors  guaranteed to the Agent,  for the account and benefit of the
        Banks,  the payment by the  Borrower of all amounts  owning  under or in
        connection with the Agreement;

(D)     pursuant to the Agreement  and the  Guarantee  there has been or will be
        executed by the Assignor in favour of the Agent a second  preferred ship
        mortgage  (the  "Mortgage")  on the Vessel and the  Mortgage has been or
        will be registered  under the provisions of Chapter 3 of title 21 of the
        Liberian  Code of Laws of 1956 Revised as security for the  repayment by
        the Assignor of the Secured Indebtedness (as defined below);

(E)     the  Assignor  has agreed to enter into this Deed in favour of the Agent
        (on behalf of the Banks) in respect of the Assigned Property (as defined
        below) as security for the Secured Indebtedness (as defined below);

(F)     it is a condition for the  utilisation of the Facility that the Assignor
        enters into this Deed and grants the securities set out herein in favour
        of the Agent;


                                    Page 55
<Page>

(G)     this Deed is  supplemental  to the  Guarantee  and (when  executed)  the
        Mortgage  and to the  security  thereby  created  but shall  nonetheless
        continue in full force and effect  notwithstanding  any discharge of the
        Mortgage; and

(H)     the Borrower has entered into the USD 325 mill.  Facility  Agreement (as
        defined in the  Agreement)  pursuant to which the  Assignor  has entered
        into the First Deed of Assignment  (as defined in the Agreement) and the
        securities  constituted  herein and in the  Mortgage are in all respects
        subject  to and  subordinate  to the  rights of the  Security  Agent (as
        defined in the Agreement) under the First Mortgage and the First Deed of
        Assignment.

NOW THEREFORE THE PARTIES HERETO HAVE AGREED AS FOLLOWS:

1       Interpretation

1.1     Defined expressions

        In this  Deed  (unless  the  context  otherwise  requires)  any  term or
        expression defined in the preamble shall have the meaning ascribed to it
        herein. In addition,  terms and expressions not defined herein but whose
        meanings are defined in the  Agreement,  shall have the meanings set out
        therein.

1.2     Definitions

        In this Deed, unless the context otherwise

        "Assigned Property" means:

        (a)     the Charter  Earnings;  (b) the other  Charter  Rights;  (c) the
                Earnings  of the  Vessel;  (d) her  Insurances;  (e) the Charter
                Guarantee(s);  and  (f)  any  Requisition  Compensation  for the
                Vessel.

        "Charter"  means the  charter  referred to in Recital (B) hereto and any
        future charters of the Vessel.

        "Charter  Documents" means the Charter and any other document in which a
        Charter Right has been created.

        "Charterer"  includes  the  successor  in  title  and  assignees  of the
        Charterer.

        "Charter  Earnings" means all money whatsoever  payable by the Charterer
        to the Assignor  under or pursuant to the Charter  and/or any guarantee,
        security or other assurance given to the Assignor at any time in respect
        of  the  Charterer's  obligations  under  or  pursuant  to  the  Charter
        including (but without  prejudice or to the generality of the foregoing)
        all claims for damages in respect of any breach by the  Charterer of the
        Charter).

        "Charter  Rights"  means  all of the  rights  of the  Assignor  under or
        pursuant to the Charter and any guarantee,  security or other  assurance
        given  to the  Assignor  at  any  time  in  respect  of the  Charterer's
        obligations  under  or  pursuant  to  the  Charter  including   (without
        limitation) the right to receive the Charter Earnings.


                                    Page 56
<Page>

        "Requisition  Compensation" means in relation to the Vessel, all sums of
        money  or  other  compensation  from  time to time  payable  during  the
        Security  Period by  reason of the  compulsory  acquisition  (being  the
        requisition  for  title or other  compulsory  acquisition,  requisition,
        appropriation,  expropriation,  deprivation,  forfeiture or confiscation
        for  any  reason  of the  Vessel  by an  governmental  entity  or  other
        competent  authority,  whether  de jure or de facto,  but shall  exclude
        requisition  for use or hire not involving  requisition of title) of the
        Vessel.

        "Secured  Indebtedness" means the aggregate of the Facility and interest
        thereon,  default  interest,  expenses,  fees, and all other sums of any
        kind at any time which may become  owing by the Assignor to the Agent or
        any of the Banks under the Guarantee, the Mortgage and this Deed.

1.3     Construction

        (a)     Clause  headings are inserted for  convenience of reference only
                and shall be ignored in the construction of this Deed:

        (b)     references  to  Clauses or  Appendices  are to be  construed  as
                references   to  clauses  or  appendices  of  this  Deed  unless
                otherwise stated;

        (c)     references  to (or to any  specified  provision of) this Deed or
                any other  document  shall be  construed as  references  to this
                Deed,  that  provision  or that  document  as from  time to time
                amended; and

        (d)     words  importing  the plural shall include the singular and vice
                versa.

2       Assignment of Assigned Property

2.1     Assignment

        In order to secure payment and discharge of the  Borrower's  obligations
        under the  Agreement and the payment of all sums which from time to time
        may become due thereunder and to secure the  performance  and observance
        with all of the covenants, terms and conditions in the Agreement, and by
        way of security for payment of the Secured  Indebtedness,  the Assignor,
        with full title  guarantee  hereby  assigns  and agrees to assign to the
        Agent (on behalf of the Banks) with second  priority  (subject always to
        the rights of the Security Agent under the First Deed of Assignment) all
        its rights,  title and interest in and to the Assigned  Property and all
        its benefits and interests present and future therein.


                                    Page 57
<Page>

2.2     Payments and application

2.2.1   Payment

        All  Assigned  Property  payable  to the  Assignor  are,  subject to the
        Security  Agent's rights under the First Deed of Assignment,  to be paid
        to account no. [ ] with [ ] or any replacement thereof, which is pledged
        (i) on  first  priority  to the  Security  Agent  as  security  for  the
        Borrower's  obligations under the USD 325 mill.  Facility  Agreement and
        (ii) on  second  priority  to the  Agent  (on  behalf  of the  Banks) as
        security for the Borrower's obligations under the Agreement.

2.2.2   Application

        All moneys received by the Agent in respect of:

        (a)     recovery  under the  Vessel's  Insurances  (other than under any
                loss of earnings  insurance and any such sum or sums as may have
                been received by the Agent in accordance  with the relevant loss
                payable Clause in respect of a major casualty as therein defined
                and paid to the Assignor as provided in Clause 2.2.1);

        (b)     the Vessel's Requisition Compensation;

        (c)     the Charter Guarantee(s); and

        (d)     the Vessel's Earnings (including the Charter Earnings),

        shall,  subject to the Security  Agent's  rights under the First Deed of
        Assignment,  be held by it upon trust in the first place to pay and make
        good the expenses and the balance shall:

        (i)     in the case of moneys  received in respect of sale of the Vessel
                or recovery  under the insurances in relation to a Total Loss of
                the Vessel or her Requisition Compensation:

                (A)     if no Default has occurred and is continuing, be applied
                        in accordance with Clause 17.15 of the Agreement; or

                (B)     if a Default has occurred and is continuing but no Event
                        of Default  has  occurred be retained by the Agent until
                        such time as no Default has occurred  and is  continuing
                        (whereupon  such moneys  shall be applied in  accordance
                        with Clause 17.15 of the  Agreement  or  paragraph  (ii)
                        below,  moneys so retained shall be applied by the Agent
                        in or towards satisfaction of any sums from time to time
                        accruing  due and  payable  by the  Assignor  under  the
                        Security  Documents  or any of them by virtue of payment
                        demanded thereunder; or

        (ii)    on any other  case,  if an Event of  Default  has  occurred,  be
                applied by the Security Agent in the manner  specified under (i)
                (B) above.


                                    Page 58
<Page>

2.3     Assumption of the Charter

        In the event that, in the opinion of the Agent,  (i) an Event of Default
        has  occurred,  (ii) the  Assignor  fails to  observe  and  perform  its
        obligations under the Charter or this Deed, the Agent may (but shall not
        be obliged to), subject to the Co-ordination  Agreement,  serve upon the
        Charterer and the Assignor a notice  whereupon the Agent shall  exercise
        the rights of the Assignor  under the Charter and be at liberty (but not
        obliged) to performed the Assignor's obligations thereunder.

2.4     Notice and acknowledgement

        The Assignor  undertakes  and covenants with the Agent to give notice of
        this Deed to the Charterer, the Charter Guarantor and the insurer or any
        other third parties from which any Charter  Earnings or other  Earnings,
        Insurances  or other  amounts are or may become  payable in the form set
        out in  Appendices 1 to 3 hereto (as the case may be) or such other form
        as the Agent may require,  and procure that any recipient of such notice
        acknowledge  receipt  of such  notices  in the  forms  attached  to such
        Appendices.

2.5     Release

        When all of the obligations  under the Agreement have been satisfied and
        discharged  in  full,  the  Agent  will at the  request  and cost of the
        Assignor (and subject to the First Deed of  Assignment)  reassign to the
        Assignor  all of the Agent's  right,  title and interest in the Assigned
        Property;  provided  always that any settlement or discharge  under this
        Deed  between  the  Assignor  and the  Agent  shall  be  subject  to the
        condition  that any payment by the  Borrower,  the Assignor or any other
        person will not be avoided or set aside or ordered to be repaid (in full
        or in part) under any  enactment  or provision  relating to  insolvency,
        administration,  liquidation  or bankruptcy  for the time being in force
        and in the event  that at any time the Agent has to repay (in full or in
        part) such amount  then the Agent  shall have the right  (subject to the
        rights of the  Security  Agent  under the First Deed of  Assignment)  to
        recover an  equivalent  amount  from the  Assignor  and to  enforce  the
        security created by this Deed as if such payment had not been made.

3       Perfection

        The  Assignor  agrees  that at any time and from  time to time  upon the
        written  request of the Agent,  it will  promptly  and duly  execute and
        deliver to the Agent any and all such further  instruments and documents
        as the Agent may reasonably deem necessary or desirable to register this
        Deed in any  applicable  registry,  and to maintain  and/or  perfect the
        security created by this Deed and the rights and powers herein granted.

4       No variations and the Assignor's  obligations  under the Charter and the
        Charter Guarantee(s)


                                    Page 59
<Page>

        The Assignor may not make any  variations  to the Charter or the Charter
        Guarantee(s)  or release any party of their  obligations  thereunder  or
        waive any breach of the Charterer's obligations thereunder or consent to
        any such act of  omission  of the  Charterer  as would  constitute  such
        breach or terminate the Charter,  without the prior  written  consent of
        the Agent (on behalf of the Banks).

        The Assignor shall remain liable to perform all of its obligations under
        the  Assigned  Property  and the Agent (on behalf of the Banks) shall be
        under no obligation of any kind whatsoever in respect thereof.

5       Assignment

        The Agent may assign or transfer its rights hereunder to any person whom
        it is entitled to assign its rights to under the Agreement.

6       No further Assignment or Pledge

        The Assignor shall not,  unless prior written  consent has been obtained
        from the  Agent,  be  entitled  to  further  assign or pledge any of the
        Assigned Property.

7       Additional and continuing security

        The security contemplated by this Deed shall be in addition to any other
        security  granted  in  accordance  with the  Agreement,  and  shall be a
        continuing  security in full force and effect as long as any obligations
        are outstanding thereunder.

8       Notices

        Any notice, demand or other communication to be made or delivered by any
        party  pursuant to this Deed shall  (unless the addressee has by fifteen
        days' written notice to that party specified another address) be made or
        delivered:

        (a)     if to the Assignor:

                [                 ]
                c/o Golar Management  Limited
                30 Marsh Wall
                London E14 9TP
                United Kingdom

                Telefax no: +44 20 7517 8601


                                    Page 60
<Page>

        (b)     if to the Agent:

                NORDEA BANK NORGE ASA
                Middelthunsgt. 17
                0368 Oslo
                Norway
                Telefax no: +47 22 48 66 68

9       Jurisdiction

        For the  benefit of the Agent and each Bank,  the  Assignor  agrees that
        only the  courts of  England  shall  have  jurisdiction  to  settle  any
        disputes in  connection  with this Deed and  accordingly  submits to the
        non-exclusive jurisdiction of the English courts. Nothing in this Clause
        9 shall  limit the  right of the Agent or any Bank to start  proceedings
        against the Assignor in any other court of competent jurisdiction.

10      Governing law

        This Deed is governed by English law.

11      Service of process

        Without prejudice to any other mode of service, the Assignor:

        a)      irrevocably  appoints Golar Management Limited as its agents for
                service  of  process  relating  to any  proceedings  before  the
                English courts in connection with this Deed;

        b)      agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceedings concerned; and

        c)      consents  to the  service  of  process  to any such  proceedings
                before the English courts by posting of a copy of the process to
                Golar Management  Limited, 30 Marsh Wall, London E14 9TP, United
                Kingdom.


                                    Page 61
<Page>

IN WITNESS  whereof  this Deed has been duly  executed  as a deed on the day and
year first above written


SIGNED, SEALED and DELIVERED                                  )
as a DEED                                                     )
by                                                            )
it duly authorised Attorney-in-Fact                           )
for and on behalf of                                          )
[        ]                                                    )
in the presence of:                                           )


...................
Witness

Name:
Address:
Occupation:


SIGNED, SEALED and DELIVERED                                  )
as a DEED                                                     )
by                                                            )
it duly authorised Attorney-in-Fact                           )
for and on behalf of                                          )
NORDEA BANK NORGE ASA                                         )
in the presence of:                                           )


...................
Witness

Name:
Address:
Occupation:


                                    Page 62
<Page>

                                     Form of

                              Notice of Assignment
                                    (Charter)

To:     [ ]

We refer to the charterparty  dated [ ] (the "Charter") made between us and you,
whereby we agreed to let and you agreed to take on [time]charter  for the period
and upon terms and conditions  therein mentioned the M/V [ ] (the "Vessel").  We
hereby give you notice that:

1.      By a Deed of Assignment dated [ ] October 2002 (the "Deed") made between
        us and Nordea Bank Norge ASA, as "Agent", acting on behalf of itself and
        certain  other  banks as  "Banks",  we have  with full  title  guarantee
        assigned  on second  priority  (subject to the rights of Den norske Bank
        ASA as  security  agent (the  "Security  Agent")  pursuant  to a deed of
        assignment  dated 31 May 2001  between  us and the  Security  Agent (the
        "First Deed of  Assignment"))  absolutely  to and in favour of the Agent
        (on behalf of the Banks) all our rights, title and interest, present and
        future,  to and in all charterhire and other monies payable by you under
        the Charter.

2.      You are hereby  irrevocably  authorised  and  instructed to continue the
        performance of your obligations under the Charter towards us and receive
        instructions from us, PROVIDED HOWEVER, that all payments are to be made
        to our account  with the  Security  Agent,  account no. [ ] (free of any
        set-off or other deduction) which is pledged on first priority in favour
        of the Security Agent,  until such time as the Agent shall direct to the
        contrary whereupon all instructions or demands for actions shall be made
        by the Agent and all amounts payable to us shall be paid to the Agent or
        as it may direct.

3.      The Deed includes  provisions  that no  variations  shall be made to the
        Charter  (nor shall you be released  from your  obligations  thereunder)
        without  the  previous  written  consent  of the Agent (on behalf of the
        Banks) and that we shall  remain  liable to perform all our  obligations
        under the Charter  and that the Agent (on behalf of the Banks)  shall be
        under no obligation of any kind whatsoever in respect thereof.

Please acknowledge  receipt of this letter and confirm your consent to its terms
by signing the form of  acknowledgement  enclosed  hereto and return the same to
the address as set out therein.

The authority and  instructions  herein contained cannot be revoked or varied by
us without the consent of the Agent (on behalf of the Banks).  The provisions of
this notice and its acknowledgement shall be governed by the laws of England.

Dated [ ] 2002

Signed by

- -------------------------------------------

                                    Page 63
<Page>

                                                                    Appendix 1 B


                                     Form of
                                 Acknowledgement

To:

Nordea Bank Norge ASA
Middelthunsgt. 17
0368 Oslo
Norway

Telefax: +47 22 48 66 68

We acknowledge  receipt of the Notice of Assignment  dated [ ] 2002.  Terms used
herein  shall  have  the  same  meaning  as  defined  therein.  We  agree to the
assignment of the earnings under the Charter and agree and undertake to be bound
by the terms of the Notice of  Assignment.  We confirm that we have  received no
notice of any previous  assignment  or pledge of all or any part of the earnings
under the Charter, save for under the First Deed of Assignment.

We further  confirm  that all  written  statements  containing  instructions  or
demanding  actions or payments  under the Charter may until further  notice from
the Agent to the  contrary be made by the  Assignor  and after such notice these
instructions shall be given or demands shall be made by the Agent.


Dated:  [        ]

For and on behalf of:

[        ]
By:
Name:
Title:


                                    Page 64
<Page>

                                     Form of

                              Notice of Assignment

                             (Charter Guarantee(s))

To:     [ ]

We refer to the charter guarantee dated  [__________] (the "Charter  Guarantee")
issued  by  yourselves  as  guarantor  as  security  for  the   obligations   of
[__________] (the "Charterer") under the charterparty dated [__________] entered
into between the Charterer and ourselves as owner. We hereby give notice that by
a Deed of Assignment dated  [__________]  October 2002 (the "Deed") made between
us and Nordea Bank Norge ASA as "Agent",  acting on behalf of itself and certain
other banks as "Banks",  we have with full title  guarantee,  assigned on second
priority  (subject to the rights of Den norske  bank ASA as security  agent (the
"Security  Agent") pursuant to a deed of assignment dated 31 May 2001 between us
and the Security  Agent (the "First Deed of  Assignment"))  absolutely to and in
favour of the Agent (on behalf of the Banks) all our rights, title and interest,
present and future, to and in the Charter Guarantee.

Please acknowledge  receipt of this letter and confirm your consent to its terms
by signing the form of  acknowledgement  enclosed  hereto and return the same to
the Agent at the address set out above.

The authority and  instructions  contained herein cannot be revoked or varied by
us without the prior written consent of the Agent (on behalf of the Banks).  The
provisions of this notice and its acknowledgement  shall be governed by the laws
of England.


Dated [   ] 2002

Signed by

- -------------------------
[     ]


                                    Page 65
<Page>

                                                                     Appendix 2B

                                     Form of
                                 Acknowledgement

To:

Nordea Bank Norge ASA
Middelthunsgt. 17
0368 Oslo
Norway

Telefax: +47 22 48 66 68

We acknowledge receipt of the Notice of Assignment dated [ ] October 2002. Terms
used  herein  shall have the same  meaning as defined  therein.  We agree to the
assignment  of the  Charter  Guarantee(s)  as set  out  therein  and  agree  and
undertake to be bound by the terms of the Notice of Assignment.  We confirm that
we have  received  no  notice  of any  assignment  of any  part  of the  Charter
Guarantee, save for under the First Deed of Assignment.


Dated:  ..................

For and on behalf of:

[     ]
By:
Name:
Title:


                                    Page 66
<Page>

                                                                     Appendix 3A


                                     Form of
                              Notice of Assignment
                                  (Insurances)

To:     The Insurers

[ ] as owner (the "Shipowner") of [" "], (the "Vessel") hereby gives notice that
all  payments  due to us from you in respect of the Vessel  have been (by way of
security)  assigned,  with second priority  (subject to the rights of Den norske
Bank ASA as security  agent (the  "Security  Agent")  under a deed of assignment
dated 31 May 2001 entered  into  between us and the  Security  Agent (the "First
Deed of  Assignment"))  to Nordea Bank Norge ASA,  Norway,  as agent for certain
other  banks  (the  "Mortgagee")  according  to a Deed of  Assignment  dated [ ]
October  2002 and that  all  payments  due to us  under  our  policy(-ies)  with
yourselves must be made in accordance with the  instruction,  from time to time,
of the Mortgagee.

Please note that all claims  relating to the  insurances in respect of an actual
or constructive  or agreed or arranged or compromised  total loss or requisition
for title or other  compulsory  acquisition  of the Vessel and claims payable in
respect of a major  casualty,  that is to say any claims or the aggregate of the
claims exceeds USD 5,000,000 (United States Dollars five million) shall (subject
to the  rights of the  Security  Agent  under the First Deed of  Assignment)  be
payable to the Mortgagee. Subject thereto all other claims, unless and until the
insurers have received notice from the Mortgagee of a default under the Mortgage
in which event all claims  shall  (subject to the rights of the  Security  Agent
under the First Deed of Assignment)  be payable  directly to the Mortgagee up to
its mortgage  interest,  shall be released  directly for the repair,  salvage or
other  charges  involved or to the  Shipowner as  reimbursement  if it has fully
repaired the damage and paid all of the salvage or other charges or otherwise in
respect of the Shipowner's  actual costs in connection  therewith.  Any payments
directly to the  Shipowner  shall be paid to account  no. [ ] with the  Security
Agent.

Please  note  that this  instruction  may not be  varied  except  with the prior
written consent of the Mortgagee.

Please  confirm your  acknowledgement  of the terms of this notice by completing
the  Acknowledgement  attached  hereto.  Please  return  the  signed  and  dated
Acknowledgement to the Mortgagee at the address set out therein

                                    [ ] 2002


                           --------------------------


                                    Page 67
<Page>


                                                                     Appendix 3B

To:

Nordea Bank Norge ASA
Middelthunsgt. 17
0368 Oslo
Norway

Telefax: +47 22 48 66 68

                                     Form of
                                 Acknowledgement

We  acknowledge  receipt  of the  Notice of  Assignment  dated [ ] from [ ] (the
"Shipowner") relating to the insurances for the vessel [""] (the "Vessel").

We have duly noted and do accept that our payments due to the  Shipowner,  under
the insurance  policies taken out for the Vessel as an Owners' Entry pursuant to
our rules,  shall be made in  accordance  with the  instructions  set out in the
Notice of Assignment, including the Loss Payable Clause therein, and payment due
to the Agent  will be made to such  account as from time to time  instructed  by
Nordea Bank Norge ASA, Middelthunsgt. 17, 0368 Oslo, Norway, which bank has been
duly noted by ourselves as the Second Priority Mortgagee of the Vessel.



Dated:


For and on behalf of:
[                   ]



By:
Name:
Title:


                                    Page 68
<Page>

                                   Schedule 6

                                     Form of
                               Pledge of Accounts


                                     between



                         Golar Gas Holding Company, Inc.
                                   as Borrower

                                       and

                              Nordea Bank Norge ASA
                                    as Agent

                                       and

                              Nordea Bank Norge ASA
                                 as Account Bank


                         ------------------------------
                                 Second Priority
                                 Credit Facility
                                for an amount not
                                  exceeding USD
                                60,000,000 dated
                                 11 October 2002
                         ------------------------------



                                 VOGT & WIIG AS


                                    Page 69
<Page>


THIS PLEDGE OF ACCOUNTS (the "Pledge") is made on [ ] October 2002 between:

1.      GOLAR GAS HOLDING COMPANY,  INC., a company incorporated in the Republic
        of Liberia,  having its registered office at 80 Broad Street,  Monrovia,
        Liberia, as borrower (the "Borrower");

2.      NORDEA BANK NORGE ASA,  Middelthunsgt.  17, 0368 Oslo, Norway as account
        bank (the "Account Bank"); and

3.      NORDEA BANK NORGE ASA,  Middelthunsgt.  17,  0368 Oslo,  Norway as agent
        (the "Agent").

WHEREAS:

(A)     The  Borrower  has been  granted a credit  facility  for an  amount  not
        exceeding  USD  60,000,000  (the   "Facility")  in  accordance  with  an
        agreement dated 11 October 2002 (as the same hereafter from time to time
        may be amended  referred to as the  "Agreement")  entered into among the
        Borrower,  the  Financial  Institutions  listed  in  Schedule  1 of  the
        Agreement,  the Agent (in its capacity as agent for the Banks,  arranger
        and bank),  Den norske  Bank ASA as  arranger  and bank and Fortis  Bank
        (Nederland) N.V. as arranger and bank;

(B)     The Borrower has agreed to enter into this Pledge in favour of the Agent
        (on behalf of the Banks) in respect its bank  accounts  as security  for
        its obligations towards the Banks under the Agreement;

(C)     The execution by the Borrower of this Pledge is a condition precedent to
        the Banks to make the Facility available to the Borrower;

(D)     The Borrower has entered into the USD 325 mill.  Facility  Agreement (as
        defined in the  Agreement)  pursuant to which the  Assignor  has entered
        into the First Pledge of Accounts (as defined in the  Agreement) and the
        securities  constituted  herein are  subject to and  subordinate  to the
        rights of the  Security  Agent (as defined in the  Agreement)  under the
        First Pledge of Accounts.


                                    Page 70
<Page>

IT IS AGREED AS FOLLOWS:

1       Definitions

        In this  Pledge  (unless  the context  otherwise  requires)  any term or
        expression  defined  herein or in the  preamble  shall have the  meaning
        ascribed to it therein.  In addition,  terms and expressions not defined
        herein but whose  meanings are defined in the  Agreement  shall have the
        meaning set out therein.

2       Representations and warranties

        The Borrower  hereby  represents and warrants to the Agent (on behalf of
        the Banks) that:

        (a)     it is entitled to pledge the Pledged Accounts (as defined below)
                to the Agent (on behalf of the Banks);

        (b)     save for the First  Pledge  of  Accounts,  it has not  assigned,
                charged, pledged or otherwise encumbered the Pledged Account (as
                defined below).

3.      Pledge

3.1     Pledge

        By way  of  security  for  the  payment  of its  obligations  under  the
        Agreement, the Borrower hereby pledges in favour of the Agent (on behalf
        of the Banks) on second priority  (subject always to the First Pledge of
        Accounts)  any and all  claims  it may at any time and from time to time
        have  against  the  Account  Bank  resulting  from or in  respect of any
        balance  at any time  standing  to its  credit on its bank  account  no.
        6018.04.41444 or any replacement thereof (the "Pledged  Accounts").

3.2     Withdrawals

        The  Borrower  may  withdraw  funds from the  Pledged  Accounts  (always
        subject to the First Pledge of Accounts)  for the purposes as set out in
        clause  14.1 (b) of the USD 325 mill.  Facility  Agreement  and  matters
        related  thereto as long as no Event of Default has been declared by the
        Agent or the Banks  under the  Agreement.  Withdrawals  from the Pledged
        Accounts for any other purpose,  or other payments  permitted  under the
        Agreement,  shall  require  the prior  written  consent of the Agent (on
        behalf of the Banks).

3.3     Blocking

        The  Pledged  Accounts  shall  following  an Event of  Default  which is
        unremedied  be blocked in favour of the Agent (on behalf of the  Banks),
        and  any  subsequent  payments  made  to the  Pledged  Accounts  or paid
        directly to the Agent or any of the Banks  shall,  subject to the rights
        of the Security  Agent under the First  Pledge of  Accounts,  be applied
        towards the Borrower's  obligations to the Agent and the Banks under the
        Agreement.


                                    Page 71
<Page>

3.4     Acknowledgement

        The Account Bank hereby  acknowledges this Pledge by the Borrower to the
        Agent (on behalf of the Banks), and waives any right to set-off or other
        rights it may have to the credit of the Pledged  Accounts,  and confirms
        to the Agent (on behalf of the Banks)  that the Pledged  Accounts  will,
        subject to the rights of the  Security  Agent under the First  Pledge of
        Accounts,  be  blocked  in favour of the Agent (on  behalf of the Banks)
        following the Account  Bank's  receipt of a notice from the Agent that a
        Default has occurred under the Agreement and/or the Security Documents.

3.5     Set-Off

        In the event of non-payment of any amount  hereunder when due, the Agent
        (acting  on behalf of the  Banks)  shall,  subject  to the rights of the
        Security  Agent  under the First  Pledge of  Accounts  and to the extent
        permitted by applicable law, have a separate right of set-off in respect
        of any credit  balance,  in any  currency,  on any account the  Borrower
        might have with either the Agent or any of the Banks (branches included)
        from time to time,  including the Pledged Accounts,  toward satisfaction
        of any sum due to the Agent or any of the Banks hereunder.

4       Perfection

        The  Borrower  agrees that it at any time and from time to time upon the
        written request of the Agent, will promptly and duly execute and deliver
        to the Agent any and all such further  instruments  and documents as the
        Agent may reasonably deem necessary or desirable, and to maintain and/or
        perfect  the  security  created by this Pledge and the rights and powers
        herein granted.

5       Continuing security

        The Borrower hereby agrees and undertakes that:

        (a)     the  security  created by this Pledge shall be held by the Agent
                (on  behalf  of the  banks)  as a  continuing  security  for the
                obligations  under the  Agreement  and the  security  so created
                shall  not  be   satisfied  by  any   intermediate   payment  or
                satisfaction of any part of the obligations under the Agreement;

        (b)     the security so created shall be in addition to and shall not in
                any way be prejudiced  or affected by any of the other  Security
                Documents;

        (c)     subject to the Co-ordination  Agreement,  the Agent shall not be
                bound to  enforce  any of the other  Security  Documents  before
                enforcing the security created by this Pledge;

        (d)     no delay or omission on the part of the Agent in exercising  any
                right,  power or remedy  under this  Pledge  shall  impair  such
                right,  power or remedy or be construed as a waiver  thereof nor
                shall any single or partial exercise of any such right, power or
                remedy preclude any further  exercise thereof or the exercise of
                any other right, power or remedy;


                                    Page 72
<Page>

        (e)     the  rights,  powers and  remedies  provided  in this Pledge are
                cumulative and not exclusive of any rights,  powers and remedies
                provided  by law and may be  exercised  from time to time and as
                often as the Agent may deem expedient; and

        (f)     any  waiver  by the  Agent of any  terms of this  Pledge  or any
                consent  given by the Agent  under  this  Pledge  shall  only be
                effective  if given in writing and then only for the purpose and
                upon the terms which it is given.

6       Agent's powers

6.1     Protecting and maintaining of security

        The Agent shall,  subject to the rights of the Security  Agent under the
        First  Pledge of  Accounts,  without  prejudice  to its other rights and
        powers under this Pledge and the other Security  Documents,  be entitled
        (but not bound) at any time and as often as may be necessary to take any
        such  action  as it may in its  reasonable  opinion  think  fit  for the
        purpose  of  protecting  or  maintaining  the  security  created by this
        Pledge.

6.2     Powers

        After the occurrence of an Event of Default  (irrespective of whether or
        not the Agent  shall  have  taken  steps to  enforce  any of the  powers
        specified or referred to in the Agreement), and as long as such Event of
        Default is in existence,  the Agent shall,  subject to the Co-ordination
        Agreement and applicable  mandatory laws, become forthwith entitled,  as
        and when it may see fit,  to put into force and  exercise  all or any of
        the powers  possessed  by its as pledgee of the Pledged  Accounts and in
        particular  the Agent  shall be  entitled  then or at any later  time or
        times:

        (a)     to enforce  its right as a pledgee of the  Pledged  Accounts  in
                accordance with the statutory procedure of enforcement laid down
                in the Norwegian enforcement Act of 26 June 1992;

        (b)     to take over, institute, defend, settle or abandon (if necessary
                using the name of the  Borrower)  all such legal or  arbitration
                proceedings in connection with the Pledged Accounts as the Agent
                in its sole and absolute discretion thinks fit;

        (c)     generally,  to recover  from the Borrower on demand all expenses
                incurred by the Agent in or about or  incidental to the exercise
                by it of any of the powers aforesaid; and

        (d)     generally,  to enter into any  transaction or arrangement of any
                kind and to do anything  in  relation  to the  Pledged  Accounts
                which the Agent may think fit.

7       Assignment

        The Agent may assign or transfer  its rights  hereunder to any person to
        whom the rights and  obligations  as Agent and Bank may be  assigned  to
        under the Agreement in accordance with the terms set out therein.


                                    Page 73
<Page>

        The  Borrower  shall not be  entitled  to  further  assign or pledge the
        Pledged Accounts.

8       Notices

        Any notice, demand or other communication to be made or delivered by any
        party pursuant to this Pledge shall (unless the addressee has by fifteen
        days' written notice to that party specified another address) be made or
        delivered as set out in Clause 28 of the Agreement.

9       Jurisdiction

        For the  benefit of the Agent and each Bank,  the  Borrower  agrees that
        only the courts of Norway shall have jurisdiction to settle any disputes
        in  connection  with  this  Pledge  and   accordingly   submits  to  the
        non-exclusive  jurisdiction  of Oslo tingrett.  Nothing in this Clause 9
        shall  limit  the  right of the  Agent or any Bank to start  proceedings
        against the Borrower in any other court of competent jurisdiction.

10      Governing law

        This Pledge is governed by Norwegian law.

11      Service of process

        Without prejudice to any other mode of service, the Borrower:

        a)      irrevocably  appoints Frontline  Management AS as its agents for
                service  of  process  relating  to any  proceedings  before  the
                Norwegian courts in connection with this Pledge;

        b)      agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceedings concerned; and

        c)      consents  to the  service  of  process  to any such  proceedings
                before the Norwegian  courts by posting of a copy of the process
                to Frontline  Management  AS,  Bryggegt.  3, P.O. Box 1327 Vika,
                0112 Oslo, Norway.



                                    Page 74
<Page>

Signed by:
- ---------

The Borrower:
- -------------
GOLAR GAS HOLDING COMPANY, INC.

By:
Name:
Title:

The Agent:
- ----------
NORDEA BANK NORGE ASA

By:
Name:
Title:

The Account Bank:
- -----------------
NORDEA BANK NORGE ASA

By:
Name:
Title:




                                    Page 75
<Page>

                                   Schedule 7

                                     Form of
                            Pledge of Borrower Shares

                                     between

                       Gotaas-Larsen Shipping Corporation
                                   as Pledgor

                                       and

                              Nordea Bank Norge ASA
                                    as Agent





                         -------------------------------
                                 Second Priority
                                 Credit Facility
                                Agreement for an
                                   amount not
                                  exceeding USD
                                60,000,000 dated
                                 11 October 2002
                         -------------------------------




                                 VOGT & WIIG AS


                                    Page 76
<Page>

THIS PLEDGE OF SHARES (the  "Pledge of Shares")  dated this [ ] October  2002 is
made between:

(1)     GOTAAS-LARSEN   SHIPPING   CORPORATION,   80  broad  Street,   Monrovia,
        Liberia(the "Pledgor"); and

(2)     NORDEA BANK NORGE ASA,  Middelthunsgt.  17, 0368 Oslo,  Norway, as agent
        under the Agreement (as defined below) (the "Agent").

WHEREAS

(A)     Golar Gas Holding  Company,  Inc. as borrower (the  "Borrower") has been
        granted a credit  facility for an amount not  exceeding  USD  60,000,000
        (the  "Facility") in accordance  with an agreement dated 11 October 2002
        (as the same hereafter  from time to time may be amended  referred to as
        the  "Agreement")  entered  into  among  the  Borrower,   the  Financial
        Institutions  listed in Schedule 1 of the  Agreement,  the Agent (in its
        capacity as agent for the Banks, arranger and bank), Den norske Bank ASA
        as arranger  and bank and Fortis Bank  (Nederland)  N.V. as arranger and
        Bank;

(B)     The  Pledgor has agreed to enter into this Pledge of Shares in favour of
        the Agent (on behalf of the Banks) in respect of its  [number of shares]
        shares  of the  capital  stock  of the  Borrower  represented  by  share
        certificate  no.  [ ]  (the  "Shares"),  being  all of  the  issued  and
        outstanding  shares of the  Borrower,  as  security  for the  Borrower's
        obligations towards the Banks under the Agreement; and

(C)     The  execution  by the  Pledgor of this  Pledge of Shares is a condition
        precedent to the Banks to make the Facility available to the Borrower.

IT IS AGREED AS FOLLOWS:

1       Definitions

        In this  Pledge of Shares  including  the  preamble  hereto  (unless the
        context  otherwise  requires),  terms and expressions not defined herein
        but whose meanings are defined in the Agreement, shall have the meanings
        set out therein.

2       Representations and warranties

        The Pledgor  hereby  represents  and warrants to the Agent (on behalf of
        the Banks) that:

        (a)     it is  entitled to pledge its right,  title and  interest in the
                Shares to the Agent (on behalf of the Banks); and

        (b)     it  has  not  assigned,  charged,  pledged,  sold  or  otherwise
                encumbered the Shares (other than by this Pledge of Shares); and

        (c)     it is the sole, legal and beneficial owner of the Shared,  which
                are fully paid up and non-assessable.


                                    Page 77
<Page>

3       Pledge

3.1     Pledge

        By way of security for the payment of all amounts that are or may become
        due to the Agent  and/or  the Banks  under the  Agreement,  the  Pledgor
        hereby  pledges  assigns,  charges,  transfers  and  delivers,  on first
        priority,  all of its right,  title and interest in the Shares to and in
        favour of the  Agent (on  behalf  of the  Banks),  including  dividends,
        interest and other moneys paid or payable on the Shares.

3.2     Share certificates, etc.

        Upon  execution of this Pledge of Shares,  the Pledgor  shall deposit in
        escrow with the Agent the following documents:

        (a)     the share  certificates  for the Shares;  (b) signed but undated
                instruments of transfer in blank; (c) a signed by undated letter
                of  resignation  of each of the  directors  and  officers of the
                Borrower;  (d) a  letter  of  authority  signed  by  each of the
                directors and officers of the Borrower in favour of the Agent to
                complete  and date the letters of  resignation;  (e) a letter of
                undertaking  from  each  of the  directors  not to  appoint  any
                further directors or officers; (f) an irrevocable proxy from the
                Pledgor  empowering the Agent to cast votes  attributable to the
                Shares;  (g) a draft undated set of board resolutions  approving
                the resignations; and (h) the stock register, all unissued stock
                certificates and a duplicate corporate seal

3.3     Release

        As soon as any and all of the obligations  under the Agreement have been
        unconditionally  and irrevocably  paid and discharged in full, the Agent
        will  release the  security  created by this Pledge of Shares and return
        the share certificates for the Shares to the Pledgor.

4       Covenants

        The Pledgor hereby undertakes with the Agent that:

        (a)     if any  further  shares are issued to the  Pledgor,  the Pledgor
                shall  pledge its  respective  right,  title and interest in all
                such  additional  shares to the  Agent,  and  deliver  the share
                certificate(s) to the Agent; and

        (b)     it will not assign,  charge,  pledge or  otherwise  encumber the
                Shares  except as  contemplated  in the  Agreement  and/or  this
                Pledge of Shares or otherwise  permitted in writing by the Agent
                on behalf of the Banks.

5       Continuing security

        The Pledgor hereby agrees and undertakes that:

        (a)     the  security  created by this Pledge of Shares shall be held by
                the Agent on behalf of the Banks as a  continuing  security  for
                the  payment  of all  amounts  that are or may become due to the
                Agent and/or the Banks under the  Agreement  and the security so
                created  shall not be satisfied by any  intermediate  payment or
                satisfaction  of  any  part  of  such   obligations   under  the
                Agreement;


                                    Page 78
<Page>

        (b)     the security so created shall be in addition to and shall not in
                any way be prejudiced  or affected by any of the other  Security
                Documents;

        (c)     the  Agent  shall  not be  bound  to  enforce  any of the  other
                Security Documents before enforcing the security created by this
                Pledge of Shares;

        (d)     no delay or omission on the part of the Agent in exercising  any
                right,  power or remedy under this Pledge of Shares shall impair
                such right,  power or remedy or be construed as a waiver thereof
                nor shall any  single or  partial  exercise  of any such  right,
                power or remedy  preclude  any further  exercise  thereof or the
                exercise of any other right, power or remedy;

        (e)     the  rights,  powers and  remedies  provided  in this  Pledge of
                Shares are  cumulative  and not exclusive of any rights,  powers
                and remedies  provided by law and may be exercised  from time to
                time and as often as the Agent may deem expedient; and

        (f)     any waiver by the Agent of any terms of this Pledge of Shares or
                any consent given by the Agent under this Pledge of Shares shall
                only be  effective  if given in  writing  and then  only for the
                purpose and upon the terms for which it is given.

6       Agent's powers

6.1     Protecting and maintaining of security

        The Agent shall,  without prejudice to its other rights and powers under
        this Pledge of Shares and the other Security  Documents,  and subject to
        the Co-ordination Agreement, be entitled (but not bound) at any time and
        as often as may be  necessary  to take any such  action as it may in its
        reasonable   opinion   think  fit  for  the  purpose  of  protecting  or
        maintaining the security created by this Pledge of Shares.

6.2     Powers

        After the occurrence of an Event of Default  (irrespective of whether or
        not the Agent  shall  have  taken  steps to  enforce  any of the  powers
        specified or referred to in the  Agreement) and as long as such Event of
        Default is in existence,  the Agent shall,  subject to the Co-ordination
        Agreement and applicable  mandatory law, become forthwith  entitled,  as
        and when it may see fit,  to put into force and  exercise  all or any of
        the powers  possessed  by it as pledgee of the Shares and in  particular
        the Agent shall be entitled then or at any later time or times:


                                    Page 79
<Page>

        (a)     subject to the Co-ordination Agreement, to enforce its rights as
                pledgee  of  the  Shares  in   accordance   with  the  statutory
                procedures of enforcement laid down in the Norwegian Enforcement
                Act of 26 June 1992;

        (b)     to take over, institute, defend, settle or abandon (if necessary
                using the name of the  Pledgor)  all such  legal or  arbitration
                proceedings  in  connection  with the Shares as the Agent in its
                sole and absolute discretion thinks fit;

        (c)     generally,  to recover  from the Pledgor on demand all  expenses
                incurred by the Agent in or about or  incidental to the exercise
                by it of any of the powers aforesaid; and

        (d)     generally,  to enter into any  transaction or arrangement of any
                kind and to do  anything  in  relation  to the Shares  which the
                Agent may think fit.

6.3     Liability of the Agent

        Neither  the  Agent  nor  its  agents,  managers,  officers,  employees,
        delegates  and  advisers  shall  be  liable  for  any  expense,   claim,
        liability,  loss,  cost,  damage  or  expense  incurred  or  arising  in
        connection with the exercise or purported exercise of any rights, powers
        and  discretions  under  this  Pledge of Shares in the  absence of gross
        negligence or wilful misconduct.

7       Indemnity

        The Pledgor will indemnify and hold harmless the Agent and each agent or
        attorney  appointed  under or pursuant to this Pledge of Shares from and
        against any and all expenses,  claims,  liabilities,  losses, tax (other
        than tax on the overall net income of the Agent),  costs,  duties,  fees
        and  charges  suffered,  incurred  or made by the Agent or such agent or
        attorney:

        (a)     in the exercise or purported  exercise of any rights,  powers or
                discretions vested in them pursuant to this Pledge of Shares; or

        (b)     in the  preservation  or enforcement of the Agent's rights under
                this Pledge of Shares; or

        (c)     on the  release  of any part of the  Shares  from  the  security
                created by this Pledge of Shares,

        and the Agent or each such agent or attorney may retain and pay all sums
        in  respect  of the same  amount  of money  received  under  the  powers
        conferred by this Pledge of Shares. All such amounts  recoverable by the
        Agent or each such  agent or  attorney  shall be  recoverable  on a full
        indemnity basis.


                                    Page 80
<Page>

8       Further assurances

        The  Pledgor  hereby  further  undertake  to  execute  and do  all  such
        assurances,  acts and  things  as the  Agent  in its  sole and  absolute
        discretion may require for:

        (a)     perfecting or protecting the security created (or intended to be
                created) by this Pledge of Shares; or

        (b)     preserving  or  protecting  any of the rights of the Agent under
                this Pledge of Shares; or

        (c)     ensuring that the security  constituted by this Pledge of Shares
                and the covenants  and  obligations  of the Borrower  under this
                Pledge of Shares shall enure to the benefit of any such assignee
                of the Agent as is referred to in Clause 10; or

        (d)     facilitating  the  appropriation or realisation of the Shares or
                any part  thereof in the manner  contemplated  by this Pledge of
                Shares; or

        (e)     the exercise of any power, authority or discretion vested in the
                Agent under this Pledge of Shares,

        in any such case,  forthwith upon demand by the Agent and at the expense
        of the Pledgor.

9       Notices

        Any notice, demand or other communication to be made or delivered by any
        party  pursuant to this Pledge of Shares shall (unless the addressee has
        by fifteen days' written notice to that party specified another address)
        be made or delivered: -

        (a)     if to the Pledgor:

                Gotaas-Larsen Shipping Corporation
                c/o Golar Management Limited
                30 Marsh Wall
                London E14 9TP
                United Kingdom
                Telefax no: +44 20 7517 8601


                                    Page 81
<Page>

        (b)     if to the Agent:

                Nordea Bank Norge ASA
                P.O. Box 1166 Sentrum
                Middelthunsg. 17
                0368 Oslo
                Norway
                Telefax: +47 22 48 66 68

10      Successors and assigns

10.1    Successors and assigns

        This  Pledge  of Shares  shall be  binding  upon and shall  enure to the
        benefit  of the  Agent on  behalf  of the  Banks  and  their  respective
        successors and permitted assigns and references in this Pledge of Shares
        to any of them shall be construed accordingly.

10.2    Prior consent

        The  Pledgor  shall not  assign or  transfer  any of its  rights  and/or
        obligations  under  this  Pledge of  Shares  without  the prior  written
        consent of the Agent.  The Agent may assign and/or  transfer part or all
        of its rights and/or obligations  hereunder to any financial institution
        in accordance with the terms of the Agreement. In such case, the Pledgor
        will execute such documentation as considered  necessary by the Agent to
        effectuate such assignment and/or transfer at the Agent's cost.

10.3    Disclosure of information

        The  Agent  may  disclose  to  a  potential   assignee,   transferee  or
        sub-participant,  such  information  about  the  Pledgor  as  the  Agent
        considers appropriate.

11      Jurisdiction

        For the benefit of the Agent and each Bank, the Pledgor agrees that only
        the courts of Norway shall have  jurisdiction  to settle any disputes in
        connection  with this  Pledge of Shares and  accordingly  submits to the
        non-exclusive  jurisdiction of Oslo tingrett.  Nothing in this Clause 11
        shall  limit  the  right of the  Agent or any Bank to start  proceedings
        against the Borrower in any other court of competent jurisdiction.

12      Governing law

        This Pledge of Shares is governed by Norwegian law.

13      Service of process

        Without prejudice to any other mode of service, the Pledgor:

        a)      irrevocably  appoints Frontline  Management AS as its agents for
                service  of  process  relating  to any  proceedings  before  the
                Norwegian courts in connection with this Pledge of Shares;


                                    Page 82
<Page>

        b)      agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceedings concerned; and

        c)      consents  to the  service  of  process  to any such  proceedings
                before the Norwegian  courts by posting of a copy of the process
                to Frontline  Management  AS,  Bryggegt.  3, P.O. Box 1327 Vika,
                0112 Oslo, Norway.

Signed by:

The Pledgor:
- ------------

GOTAAS-LARSEN SHIPPING CORPORATION

By:
Name:
Title:

The Agent:
- ----------

NORDEA BANK NORGE ASA

By:
Name:
Title:


                                    Page 83
<Page>


                                   Schedule 8

                                     Form of
                                Subsidiary Pledge

                                     between

                         Golar Gas Holding Company, Inc.
                                   as Pledgor

                                       and

                              Nordea Bank Norge ASA
                                    as Agent

                                in respect of [ ]








                         -------------------------------
                                 Second Priority
                                 Credit Facility
                                Agreement for an
                                   amount not
                                  exceeding USD
                                60,000,000 dated
                                 11 October 2002
                         -------------------------------




                                 VOGT & WIIG AS


                                    Page 84
<Page>


THIS PLEDGE OF SHARES (the  "Pledge of Shares")  dated this [ ] October  2002 is
made between:

(1)     Golar GAS HOLDING COMPANY, INC., 80 Broad Street, Monrovia, Liberia (the
        "Pledgor"); and

(2)     NORDEA BANK NORGE ASA,  Middelthunsgt.  17, 0368 Oslo,  Norway, as agent
        under the Agreement (as defined below) (the "Agent").

WHEREAS

(A)     The Pledgor as borrower has been granted a credit facility for an amount
        not exceeding USD  60,000,000  (the  "Facility")  in accordance  with an
        agreement dated 11 October 2002 (as the same hereafter from time to time
        may be amended  referred to as the  "Agreement")  entered into among the
        Pledgor,  the  Financial  Institutions  listed  in  Schedule  1  of  the
        Agreement,  the Agent (in its capacity as agent for the Banks,  arranger
        and bank),  Den norske  Bank ASA as  arranger  and bank and Fortis  Bank
        (Nederland) N.V. as arranger and Bank;

(B)     The  Pledgor has agreed to enter into this Pledge of Shares in favour of
        the Agent (on behalf of the Banks) in respect of its  [number of shares]
        shares of the capital stock of [ ] represented by share  certificate no.
        [ ] (the "Shares"),  being all of the issued and outstanding shares of [
        ] as security for its obligations towards the Banks under the Agreement;

(C)     The  execution  by the  Pledgor of this  Pledge of Shares is a condition
        precedent  to the Banks to make the  Facility  available to the Pledgor;
        and

(D)     The Borrower has entered into the USD 325 mill.  Facility  Agreement (as
        defined in the Agreement) pursuant to which the Pledgor has entered into
        the First  Subsidiary  Pledge  (as  defined  in the  Agreement)  and the
        securities  constituted  herein are  subject to and  subordinate  to the
        rights of the  Security  Agent (as defined in the  Agreement)  under the
        First Subsidiary Pledge.

IT IS AGREED AS FOLLOWS:

1       Definitions

        In this  Pledge of Shares  including  the  preamble  hereto  (unless the
        context  otherwise  requires),  terms and expressions not defined herein
        but whose meanings are defined in the Agreement, shall have the meanings
        set out therein.


                                    Page 85
<Page>

2       Representations and warranties

        The Pledgor  hereby  represents  and warrants to the Agent (on behalf of
        the Banks) that:

        (a)     it is  entitled to pledge its right,  title and  interest in the
                Shares to the Agent (on behalf of the Banks); and

        (b)     save  for the  First  Subsidiary  Pledge  it has  not  assigned,
                charged, pledged, sold or otherwise encumbered the Shares (other
                than by this Pledge of Shares); and

        (c)     it is the sole, legal and beneficial owner of the Shares,  which
                are fully paid up and non-assessable.

3       Pledge

3.1     Pledge

        By way of security for the payment of all amounts that are or may become
        due to the Agent  and/or  the Banks  under the  Agreement,  the  Pledgor
        hereby  pledges,  assigns  charges,  transfers  and  delivers  on second
        priority  (subject  always to the  rights  under  the  First  Subsidiary
        Pledge),  all of its right,  title and  interest in the Shares to and in
        favour of the  Agent (on  behalf  of the  Banks),  including  dividends,
        interest and other moneys paid or payable on the Shares.


3.2     Documents

        Upon  execution of this Pledge of Shares,  the Pledgor  shall deposit in
        escrow with the Agent the following documents:

        (a)     share certificates for the Shares (and the Pledgor shall procure
                that the Security  Agent shall agree that, so long as the Shares
                are subject to the First Subsidiary  Pledge,  the Security Agent
                shall hold the Shares for the Agent and shall, upon release from
                the First Subsidiary Pledge, deliver the Share to the Agent; (b)
                signed but  undated  instruments  of  transfer  in blank;  (c) a
                signed by undated letter of resignation of each of the directors
                and officers of [ ]; (d) a letter of authority signed by each of
                the  directors  and  officers  of [ ] in  favour of the Agent to
                complete  and date the letters of  resignation;  (e) a letter of
                undertaking  from  each  of the  directors  not to  appoint  any
                further directors or officers; (f) an irrevocable proxy from the
                Pledgor  empowering the Agent to cast votes  attributable to the
                Shares;  (g) a draft undated set of board resolutions  approving
                the resignations;  and (h) all unissued share certificates,  the
                stock register and a duplicate corporate seal.

                                    Page 86
<Page>

3.3     Release

        As soon as any and all of the obligations  under the Agreement have been
        unconditionally  and irrevocably  paid and discharged in full, the Agent
        will release the security created by this Pledge of Shares.

4       Covenants

        The Pledgor hereby undertakes with the Agent that:

        (a)     if any  further  shares are issued to the  Pledgor,  the Pledgor
                shall  pledge its  respective  right,  title and interest in all
                such additional  shares to the Agent,  and (subject to the First
                Subsidiary  Pledge)  deliver  the  share  certificate(s)  to the
                Agent; and

        (b)     it will not assign,  charge,  pledge or  otherwise  encumber the
                Shares  except as  contemplated  in the  Agreement  and/or  this
                Pledge of Shares and/or the First Subsidiary Pledge or otherwise
                permitted in writing by the Agent on behalf of the Banks.

5       Continuing security

        The Pledgor hereby agrees and undertakes that:

        (a)     the  security  created by this Pledge of Shares shall be held by
                the Agent on behalf of the Banks as a  continuing  security  for
                the  payment  of all  amounts  that are or may become due to the
                Agent and/or the Banks under the  Agreement  and the security so
                created  shall not be satisfied by any  intermediate  payment or
                satisfaction  of  any  part  of  such   obligations   under  the
                Agreement;

        (b)     the security so created shall be in addition to and shall not in
                any way be prejudiced  or affected by any of the other  Security
                Documents;

        (c)     subject to the Co-ordination  Agreement,  the Agent shall not be
                bound to  enforce  any of the other  Security  Documents  before
                enforcing the security created by this Pledge of Shares;


                                    Page 87
<Page>

        (d)     no delay or omission on the part of the Agent in exercising  any
                right,  power or remedy under this Pledge of Shares shall impair
                such right,  power or remedy or be construed as a waiver thereof
                nor shall any  single or  partial  exercise  of any such  right,
                power or remedy  preclude  any further  exercise  thereof or the
                exercise of any other right, power or remedy;

        (e)     the  rights,  powers and  remedies  provided  in this  Pledge of
                Shares are  cumulative  and not exclusive of any rights,  powers
                and remedies  provided by law and may be exercised  from time to
                time and as often as the Agent may deem expedient; and

        (f)     any waiver by the Agent of any terms of this Pledge of Shares or
                any consent given by the Agent under this Pledge of Shares shall
                only be  effective  if given in  writing  and then  only for the
                purpose and upon the terms for which it is given.

6       Agent's powers

6.1     Protecting and maintaining of security

        The Agent shall,  without prejudice to its other rights and powers under
        this Pledge of Shares and the other Security  Documents,  and subject to
        the rights of the Security Agent under the First Subsidiary  Pledge,  be
        entitled (but not bound) at any time and as often as may be necessary to
        take any such action as it may in its  reasonable  opinion think fit for
        the purpose of protecting or  maintaining  the security  created by this
        Pledge of Shares.

6.2     Powers

        After the occurrence of an Event of Default  (irrespective of whether or
        not the Agent  shall  have  taken  steps to  enforce  any of the  powers
        specified or referred to in the  Agreement) and as long as such Event of
        Default is in existence,  the Agent shall,  subject to the Co-ordination
        Agreement and applicable  mandatory law, become forthwith  entitled,  as
        and when it may see fit,  to put into force and  exercise  all or any of
        the powers  possessed  by it as pledgee of the Shares and in  particular
        the Agent shall be entitled then or at any later time or times:

        (a)     subject to the Co-ordination Agreement, to enforce its rights as
                pledgee  of  the  Shares  in   accordance   with  the  statutory
                procedures of enforcement laid down in the Norwegian Enforcement
                Act of 26 June 1992;


                                    Page 88
<Page>

        (b)     to take over, institute, defend, settle or abandon (if necessary
                using the name of the  Pledgor)  all such  legal or  arbitration
                proceedings  in  connection  with the Shares as the Agent in its
                sole and absolute discretion thinks fit;

        (c)     generally,  to recover  from the Pledgor on demand all  expenses
                incurred by the Agent in or about or  incidental to the exercise
                by it of any of the powers aforesaid; and

        (d)     generally,  to enter into any  transaction or arrangement of any
                kind and to do  anything  in  relation  to the Shares  which the
                Agent may think fit.

6.3     Liability of the Agent

        Neither  the  Agent  nor  its  agents,  managers,  officers,  employees,
        delegates  and  advisers  shall  be  liable  for  any  expense,   claim,
        liability,  loss,  cost,  damage  or  expense  incurred  or  arising  in
        connection with the exercise or purported exercise of any rights, powers
        and  discretions  under  this  Pledge of Shares in the  absence of gross
        negligence or wilful misconduct.

7       Indemnity

        The Pledgor will indemnify and hold harmless the Agent and each agent or
        attorney  appointed  under or pursuant to this Pledge of Shares from and
        against any and all expenses,  claims,  liabilities,  losses, tax (other
        than tax on the overall net income of the Agent),  costs,  duties,  fees
        and  charges  suffered,  incurred  or made by the Agent or such agent or
        attorney:

        (a)     in the exercise or purported  exercise of any rights,  powers or
                discretions vested in them pursuant to this Pledge of Shares; or

        (b)     in the  preservation  or enforcement of the Agent's rights under
                this Pledge of Shares; or

        (c)     on the  release  of any part of the  Shares  from  the  security
                created by this Pledge of Shares,

        and the Agent or each such agent or attorney may retain and pay all sums
        in  respect  of the same  amount  of money  received  under  the  powers
        conferred by this Pledge of Shares. All such amounts  recoverable by the
        Agent or each such  agent or  attorney  shall be  recoverable  on a full
        indemnity basis.

8       Further assurances

        The  Pledgor  hereby  further  undertake  to  execute  and do  all  such
        assurances,  acts and  things  as the  Agent  in its  sole and  absolute
        discretion may require for:

        (a)     perfecting or protecting the security created (or intended to be
                created) by this Pledge of Shares; or


                                    Page 89
<Page>

        (b)     preserving  or  protecting  any of the rights of the Agent under
                this Pledge of Shares; or

        (c)     ensuring that the security  constituted by this Pledge of Shares
                and the covenants  and  obligations  of the Borrower  under this
                Pledge of Shares shall enure to the benefit of any such assignee
                of the Agent as is referred to in Clause 10; or

        (d)     facilitating  the  appropriation or realisation of the Shares or
                any part  thereof in the manner  contemplated  by this Pledge of
                Shares; or

        (e)     the exercise of any power, authority or discretion vested in the
                Agent under this Pledge of Shares,

        in any such case,  forthwith upon demand by the Agent and at the expense
        of the Pledgor.

9       Notices

        Any notice, demand or other communication to be made or delivered by any
        party  pursuant to this Pledge of Shares shall (unless the addressee has
        by fifteen days' written notice to that party specified another address)
        be made or delivered: -

        (a)     if to the Pledgor:

                Golar Gas Holding Company, Inc.
                c/o Golar Management Limited
                30 Marsh Wall
                London E14 pTP
                United Kingdom
                Telefax no: +44 20 7517 8601


        (b)     if to the Agent:

                Nordea Bank Norge ASA
                P.O. Box 1166 Sentrum
                Middelthunsg. 17
                0368 Oslo
                Norway
                Telefax: +47 22 48 66 68

10      Successors and assigns

10.1    Successors and assigns

        This  Pledge  of Shares  shall be  binding  upon and shall  enure to the
        benefit  of the  Agent on  behalf  of the  Banks  and  their  respective
        successors and permitted assigns and references in this Pledge of Shares
        to any of them shall be construed accordingly.

10.2    Prior consent

        The  Pledgor  shall not  assign or  transfer  any of its  rights  and/or
        obligations  under  this  Pledge of  Shares  without  the prior  written
        consent of the Agent.  The Agent may assign and/or  transfer part or all
        of its rights and/or obligations  hereunder to any financial institution
        in accordance with the terms of the Agreement. In such case, the Pledgor
        will execute such documentation as considered  necessary by the Agent to
        effectuate such assignment and/or transfer at the Agent's cost.


                                    Page 90
<Page>

10.3    Disclosure of information

        The  Agent  may  disclose  to  a  potential   assignee,   transferee  or
        sub-participant,  such  information  about  the  Pledgor  as  the  Agent
        considers appropriate.

11      Jurisdiction

        For the benefit of the Agent and each Bank, the Pledgor agrees that only
        the courts of Norway shall have  jurisdiction  to settle any disputes in
        connection  with this  Pledge of Shares and  accordingly  submits to the
        non-exclusive  jurisdiction of Oslo tingrett.  Nothing in this Clause 11
        shall  limit  the  right of the  Agent or any Bank to start  proceedings
        against the Borrower in any other court of competent jurisdiction.

12      Governing law

        This Pledge of Shares is governed by Norwegian law.

13      Service of process

        Without prejudice to any other mode of service, the Pledgor:

        a)      irrevocably  appoints Frontline  Management AS as its agents for
                service  of  process  relating  to any  proceedings  before  the
                Norwegian courts in connection with this Pledge of Shares;

        b)      agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceedings concerned; and

        c)      consents  to the  service  of  process  to any such  proceedings
                before the Norwegian  courts by posting of a copy of the process
                to Frontline  Management  AS,  Bryggegt.  3, P.O. Box 1327 Vika,
                0112 Oslo, Norway.


                                    Page 91
<Page>

Signed by:


The Pledgor:
- ------------

GOLAR GAS HOLDING COMPANY, INC.

By:
Name:
Title:

The Agent:
- ----------

NORDEA BANK NORGE ASA

By:
Name:
Title:




                                    Page 92
<Page>

                                   Schedule 9
                         Form of Compliance Certificate

To:     NORDEA BANK NORGE ASA as Agent under the Agreement as defined below

We refer to the  Agreement  dated  11  October  2002.  We give  this  Compliance
Certificate as required  under Clause 17.5 of the Agreement.  Terms used in this
Compliance Certificate have the meanings given to them in the Agreement [and are
on a consolidated basis].

The  covenant  calculations  below are made as of, and in respect of three month
period ending on [ ] 20[ ].

Agreement Clause   Covenant determination/Calculation compliance      Compliance

                   + Cash and bank deposits according to the accounts
                   - restricted funds/deposits
17.4 (a)           Free Available Cash: ___________________________    _______

                   + Current Assets according to the accounts
                   - Current Liabilities according to the accounts
17.4 (b)           Working Capital: _______________________________    _______

                   + all Borrowed Money according to the accounts
                   - Borrowed Money in Oxbow, Golar Maritime,
                     Faraway and Aurora Management Inc.
                   - Free Available Cash
                   = Net Debt (1)
                   EBITDA last quarter
                   4 x EBITDA last quarter (2)
                   (1) divided by (2)
17.4 (c)           = Leverage: ____________________________________    _______

        It is hereby  certified,  by the  undersigned,  that there are no known,
        pending or threatened Events of Default as of this date. Furthermore, it
        is hereby  certified  that the above  representations  and  undertakings
        contained  in the  Agreement  are true and correct and  fulfilled at the
        time hereof with reference to the facts now subsiding.

        Best regards,


        -------------------------


        Enclosure: Financial Statement as per [ ]



                                    Page 93
<Page>

                                  Schedule 10A
                                     Form of
                                    Guarantee


                                    issued by

                                       [ ]

                                       and


                                       [ ]
                                  as Guarantors


                                  in favour of


                              Nordea Bank Norge ASA
                                    as Agent



                         -------------------------------
                                 Second Priority
                                 Credit Facility
                                Agreement for an
                                   amount not
                                  exceeding USD
                                60,000,000 dated
                                 11 October 2002
                         ------------------------------



                                 VOGT & WIIG AS
                                  ADVOKATFIRMA


                                    Page 94
<Page>

THIS GUARANTEE ("selvskyldnergaranti") is made on the [ ] October 2002

by:
[       ], [    ]; and

[       ], [    ]

(together the "Guarantors")

in favour of:
- ------------
NORDEA BANK NORGE ASA,  Middelthunsgate  17, P.O. Box 1166  Sentrum,  0107 Oslo,
Norway (the "Agent").

WHEREAS

(A)     Golar Gas Holding  Company,  Inc. as borrower (the  "Borrower") has been
        granted a credit  facility for an amount not  exceeding  USD  60,000,000
        (the  "Facility") in accordance  with an agreement dated 11 October 2002
        (as the same hereafter  from time to time may be amended  referred to as
        the  "Agreement")  entered  into  among  the  Borrower,   the  Financial
        Institutions  listed in Schedule 1 of the  Agreement,  the Agent (in its
        capacity as agent for the Banks, arranger and bank), Den norske Bank ASA
        as arranger  and bank and Fortis Bank  (Nederland)  N.V. as arranger and
        Bank;

(B)     It is a condition  precedent to the drawdown under the Facility that the
        Guarantors  execute and deliver  this  Guarantee,  and in  consideration
        thereof the Guarantors have agreed to execute and deliver this Guarantee
        to and in favour of the Agent (on behalf of the Banks) as  security  for
        all of the Borrower's obligations and liabilities to the Banks under the
        Agreement  and all security  documents  issued or to be issued  pursuant
        thereto  (the  "Security   Documents")  (such  obligations   hereinafter
        referred to as the "Guaranteed Obligations").

NOW, THEREFORE, each of the Guarantors hereby undertakes and agrees as follows:

1       Interpretation

1.1     Definitions

        In this  Guarantee  including  the preamble  hereto  (unless the context
        otherwise requires) any term or expression defined in the preamble shall
        have the  meanings  ascribed  to it  therein.  In  addition,  terms  and
        expressions  not defined  herein but whose  meanings  are defined in the
        Agreement shall have the meanings set out therein.

1.2     Construction

        (a)     Clause  headings are inserted for  convenience of reference only
                and shall be ignored in the construction of this Guarantee;


                                    Page 95
<Page>

        (b)     references  to Clauses  are to be  construed  as  references  to
                clauses of this Guarantee unless otherwise stated;

        (c)     references to (or to any specified  provision of) this Guarantee
                or any other  document  shall be construed as references to this
                Guarantee,  that provision or that document as from time to time
                amended; and

        (d)     words  importing  the plural shall include the singular and vice
                versa.

2       Guarantee

        The  Guarantors  hereby  unconditionally  and  irrevocably,  jointly and
        severally  guarantee  in favour of the Agent (on behalf of the Banks) as
        primary  obligor  as and for its own  debt  (som  selvskyldner)  and not
        merely  as  surety,  to pay to the  Agent on demand  all  monies  and to
        discharge all Guaranteed Obligations or any part thereof of the Borrower
        when the same become due for  payment or  discharge,  provided  however,
        that  each  of  the   Guarantors'   liability  never  shall  exceed  USD
        80,000,000.

        This Guarantee  shall be in addition to and not in  substitution  of any
        other  security  held by the Agent (on behalf of the Banks) from time to
        time in respect of the Guaranteed Obligations.

        For the purpose of the  Norwegian  Financial  Contracts  Act 1999 No. 46
        (the "FA"), we hereby declare and confirm:

        (a)     that  the  principal  amount  secured  under  hereunder  is  USD
                80,000,000 in  accordance  with the terms of the  Agreement;  in
                each case plus all  unpaid  interest,  default  interest,  fees,
                costs and expenses;

        (b)     that  we have  received  a copy  of the  Agreement,  and we have
                thereby been informed of the security  which is to be granted in
                respect of the amounts outstanding under the Agreement;

        (c)     that we have  been  informed  by the  Borrower  that no event of
                which  would be an Event of  Default  under  the  Agreement  has
                occurred as per today; and

        (d)     that we are aware of the cross  default  provisions  relating to
                ourselves contained in the Agreement.

3       Continuing security

        This Guarantee is a continuing  security for the whole of the Guaranteed
        Obligations  from time to time and shall remain in full force and effect
        until all of the Guaranteed  Obligations  have been finally  settled and
        fulfilled,  and  notwithstanding  the liquidation of the Borrower or any
        change  in the  constitution  of the  Borrower  or of the  Agent  or the
        absorption of or  amalgamation  by the Agent in or with any other entity
        or the  acquisition  of all or any part of the assets or  undertaking of
        the Agent by any other entity.

4       Payment and performance

        The Guarantors  expressly undertake to make payment of any amount due to
        the Agent and the Banks as a  consequence  of the  Borrower  not  having
        fulfilled  its   obligations   under  the  Agreement  and  the  Security
        Documents, within five Business Days after receipt of notice for payment
        from the Agent.  Any payments under this Guarantee shall be made in full
        without any deductions of counterclaims whatsoever.


                                    Page 96
<Page>

5       Preservation of Guarantors' liability

        The Agent may without the prior written consent of any of the Guarantors
        and without notice to any of the Guarantors:

        (a)     materially amend, novate, supplement or replace the Agreement;

        (b)     agree with the  Borrower to increase or reduce the amount of the
                Facility,  or vary the terms and  conditions  for its  repayment
                (including,  without  limitation,  the  rate  and/or  method  of
                calculation of interest payable on the Facility);

        (c)     allow to the  Borrower or to any other  person any time or other
                indulgence;

        (d)     renew,  vary, release or refrain from enforcing the Agreement or
                any security,  guarantee or indemnity which the Agent may now or
                in the future hold from the Borrower or from any other person;

        (e)     compound with the Borrower or any other person;

        (f)     enter into,  renew,  vary or  terminate  any other  agreement or
                arrangement with the Borrower or any other person; or

        (g)     make any  concession to the Borrower or do or omit or neglect to
                do anything  which  might,  but for this  provision,  operate to
                release or reduce the  liability  of the  Guarantors  under this
                Guarantee.

        The  liability  of the  Guarantors  under  this  Guarantee  shall not be
        affected by:

        (a)     the  absence  of,  or  any  defective,  excessive  or  irregular
                exercise of, any of the powers of the Borrower;

        (b)     any security  given or payment made to the Agent or the Banks by
                the Borrower or any other person being  avoided or reduced under
                any law (whether Norwegian or foreign) relating to bankruptcy or
                insolvency or analogous circumstance in force from time to time;


                                    Page 97
<Page>

        (c)     the liquidation,  administration,  receivership or insolvency of
                any of the Guarantors;

        (d)     the Agreement  and/or any of the Security  Documents  and/or any
                other security, guarantee or indemnity now or in the future held
                by the  Bank  being  defective,  void or  unenforceable,  or the
                failure  of  the  Bank  to  take  any  security,   guarantee  or
                indemnity;

        (e)     the novation of any of the Guaranteed Obligations; or

        (f)     anything  which would not have released or reduced the liability
                of the Guarantors to the Agent or the Banks had the liability of
                the Guarantors  under Clause 2 been as a principal debtor of the
                Agent or the Banks and not as a guarantor.

6       Waivers of the Guarantors

        Each of the Guarantors hereby waives:

        (a)     any requirement that the Agent and/or the Banks make demand upon
                or  seek  to  enforce  remedies  against  the  Borrower  for any
                payments  or other  performance  of the  Guaranteed  Obligations
                before demanding payment or performance under this Guarantee,

        (b)     notice  of the  occurrence  of any  event of  default  under the
                Agreement or any of the Security Documents,

        (c)     its right of  subrogation  into the position of the Agent and/or
                the Banks under the  Agreement or any of the Security  Documents
                until and  unless  the  Guaranteed  Obligations  shall have been
                finally settled and fulfilled; and

        (d)     any right to limit the liability under this Guarantee  resulting
                from any failure to comply  with  section 62 to 74 of the FA. In
                addition,  section  67  of  the  FA  shall  not  apply  to  this
                Guarantee.

7       Undertakings

        Each of the Guarantors  undertakes to the Agent (on behalf of the Banks)
        that as long as any monies  are being  owed or may  become  owing or any
        other  performance may become due under this  Guarantee,  the Guarantors
        shall:

        (a)     procure the compliance  with all of the financial  covenants and
                other undertakings as set out in the Agreement,  of the terms of
                which  it has full  knowledge,  and by this  reference  all such
                financial   covenants  and  other  undertakings  are  deemed  to
                constitute  an integral  part of this  Guarantee as if they were
                expressly incorporated herein;

        (b)     not make any distributions or dividends to its shareholders;


                                    Page 98
<Page>

        (c)     not agree to any transfer of its shares,  granting of options of
                ownership or change in its ultimate ownership;

        (d)     following  receipt by any of the Guarantors of a notice from the
                Agent of the  occurrence  of any  Event  of  Default  under  the
                Agreement,  none of the Guarantors will make demand for or claim
                payment  of any  moneys  due to any of the  Guarantors  from the
                Borrower,  or exercise any other right or remedy to which any of
                the  Guarantors is entitled in respect of such moneys unless and
                until all of the Guaranteed Obligations have been paid in full;

        (e)     not, if the Borrower  shall become the subject of an  insolvency
                proceeding or shall be wound up or liquidated  make any claim in
                such insolvency,  winding-up or liquidation until the Guaranteed
                Obligations  have been paid in full (unless so instructed by the
                Agent and then only on condition  that the  Guarantors  hold the
                benefit of any claim in such  insolvency or liquidation  and pay
                any amounts recovered  thereunder to the Agent (on behalf of the
                Banks));

        (f)     if it, in breach of  paragraph  (d) and (e) above,  receives  or
                recovers any money pursuant to any such exercise, claim or proof
                as therein  referred  to, hold such money for the Agent to apply
                the same as if they were  moneys  received or  recovered  by the
                Agent (on behalf of the Banks) under this Guarantee; and

        (g)     not take  from the  Borrower  any  security  whatsoever  for the
                moneys hereby guaranteed.

8       Assignment

        The Agent may assign or transfer  its rights  hereunder to any person to
        whom the rights and  obligations  as Agent and Bank may be  assigned  to
        under the Agreement.

        None  of the  Guarantors  may  assign  nor  transfer  any of its  rights
        pursuant to the Guarantee without the prior written consent of the Agent
        (on behalf of the Banks).

9       Reinstatement

        Notwithstanding any payment received by the Agent and/or the Banks under
        the  Agreement  or any of the Security  Documents or any other  document
        referred to therein,  this  Guarantee will be reinstated if such payment
        is  required  by  bankruptcy  law or any  other  legal  provision  to be
        returned  by the Agent  and/or the Banks to the party or parties  having
        made such payment.


                                    Page 99
<Page>

10      Jurisdiction

        For the  benefit  of the Agent  and each  Bank,  each of the  Guarantors
        agrees that only the courts of Norway shall have  jurisdiction to settle
        any disputes in connection with this Guarantee and  accordingly  submits
        to the  non-exclusive  jurisdiction  of Oslo  tingrett.  Nothing in this
        Clause  10  shall  limit  the  right  of the  Agent or any Bank to start
        proceedings  against  any  of  the  Guarantors  in any  other  court  of
        competent jurisdiction.

11      Governing law

        This Guarantee shall be governed by Norwegian law.

12      Service of process

        Without prejudice to any other mode of service, each of the Guarantors:

        (a)     irrevocably  appoints  Frontline  Management AS as its agent for
                service of process relating to any proceedings  before Norwegian
                courts in connection with this Guarantee;

        (b)     agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceeding concerned; and

        (c)     consents  to the  service  of  process  to any such  proceedings
                before the Norwegian  courts by posting of a copy of the process
                to Frontline  Management  AS,  Bryggegt.  3, P.O. Box 1327 Vika,
                0112 Oslo, Norway.

For and on behalf of
[      ]

By:
Name:
Title:

For and on behalf of
[      ]

By:
Name:
Title:

For and on behalf of
[      ]

By:
Name:
Title:


                                    Page 100
<Page>


                                  Schedule 10B
                                     Form of
                                    Guarantee




                                    issued by





                                 Golar LNG Ltd.
                                  as Guarantor




                                  in favour of




                              Nordea Bank Norge ASA
                                    as Agent



                         -------------------------------
                                 Second Priority
                                 Credit Facility
                                Agreement For an
                                   amount not
                                  exceeding USD
                                60,000,000 dated
                                 11 October 2002
                         ------------------------------




                                 VOGT & WIIG AS
                                  ADVOKATFIRMA


                                    Page 101
<Page>


THIS GUARANTEE ("selvskyldnergaranti") is made on the [ ] October 2002

by:
- ---
GOLAR LNG LTD.,  Par-la-Ville  Place,  4th Floor,  14 Par-la Ville Road,
Hamilton HM08, Bermuda (the "Guarantor")

in favour of:
- ------------
NORDEA BANK NORGE ASA,  Middelthunsgate  17, P.O. Box 1166  Sentrum,  0107 Oslo,
Norway (the "Agent").

WHEREAS

        (A)     Golar Gas Holding Company, Inc. as borrower (the "Borrower") has
                been granted a credit  facility for an amount not  exceeding USD
                60,000,000  (the  "Facility")  in  accordance  with an agreement
                dated 11 October 2002 (as the same  hereafter  from time to time
                may be amended  referred  to as the  "Agreement")  entered  into
                among  the  Borrower,   the  Financial  Institutions  listed  in
                Schedule 1 of the Agreement, the Agent (in its capacity as agent
                for the  Banks,  arranger  and  bank),  Den  norske  Bank ASA as
                arranger and bank and Fortis Bank  (Nederland)  N.V. as arranger
                and Bank;

        (B)     It is a condition  precedent to the drawdown  under the Facility
                that the Guarantor executes and delivers this Guarantee,  and in
                consideration  thereof the  Guarantor  has agreed to execute and
                deliver this  Guarantee to and in favour of the Agent (on behalf
                of the Banks) as security for all of the Borrower's  obligations
                and  liabilities  to the  Banks  under  the  Agreement  and  all
                security  documents issued or to be issued pursuant thereto (the
                "Security Documents") (such obligations  hereinafter referred to
                as the "Guaranteed Obligations").

NOW, THEREFORE, the Guarantor hereby undertakes and agrees as follows:

1       Interpretation

1.1     Definitions

        In this  Guarantee  including  the preamble  hereto  (unless the context
        otherwise requires) any term or expression defined in the preamble shall
        have the  meanings  ascribed  to it  therein.  In  addition,  terms  and
        expressions  not defined  herein but whose  meanings  are defined in the
        Agreement shall have the meanings set out therein.


                                    Page 102
<Page>

1.2     Construction

        (a)     Clause  headings are inserted for  convenience of reference only
                and shall be ignored in the construction of this Guarantee;

        (b)     references  to Clauses  are to be  construed  as  references  to
                clauses of this Guarantee unless otherwise stated;

        (c)     references to (or to any specified  provision of) this Guarantee
                or any other  document  shall be construed as references to this
                Guarantee,  that provision or that document as from time to time
                amended; and

        (d)     words  importing  the plural shall include the singular and vice
                versa.

2       Guarantee

        The  Guarantor  hereby  unconditionally  and  irrevocably  guarantees in
        favour of the Agent (on behalf of the  Banks) as primary  obligor as and
        for its own debt (som  selvskyldner) and not merely as surety, to pay to
        the  Agent  on  demand  all  monies  and  to  discharge  all  Guaranteed
        Obligations or any part thereof of the Borrower when the same become due
        for  payment  or  discharge,  provided  however,  that  the  Guarantor's
        liability never shall exceed USD 80,000,000.

        This Guarantee  shall be in addition to and not in  substitution  of any
        other  security  held by the Agent (on behalf of the Banks) from time to
        time in respect of the Guaranteed Obligations.

        For the purpose of the  Norwegian  Financial  Contracts  Act 1999 No. 46
        (the "FA"), we hereby declare and confirm:

        (a)     that  the  principal  amount  secured  under  hereunder  is  USD
                80,000,000 in  accordance  with the terms of the  Agreement;  in
                each case plus all  unpaid  interest,  default  interest,  fees,
                costs and expenses;

        (b)     that  we have  received  a copy  of the  Agreement,  and we have
                thereby been informed of the security  which is to be granted in
                respect of the amounts outstanding under the Agreement;

        (c)     that we have  been  informed  by the  Borrower  that no event of
                which  would be an Event of  Default  under  the  Agreement  has
                occurred as per today; and

        (d)     that we are aware of the cross  default  provisions  relating to
                ourselves contained in the Agreement.

3       Continuing security

        This Guarantee is a continuing  security for the whole of the Guaranteed
        Obligations  from time to time and shall remain in full force and effect
        until all of the Guaranteed  Obligations  have been finally  settled and
        fulfilled,  and  notwithstanding  the liquidation of the Borrower or any
        change  in the  constitution  of the  Borrower  or of the  Agent  or the
        absorption of or  amalgamation  by the Agent in or with any other entity
        or the  acquisition  of all or any part of the assets or  undertaking of
        the Agent by any other entity.

4       Payment and performance

        The Guarantor expressly  undertakes to make payment of any amount due to
        the Agent and the Banks as a  consequence  of the  Borrower  not  having
        fulfilled  its   obligations   under  the  Agreement  and  the  Security
        Documents, within five Business Days after receipt of notice for payment
        from the Agent.  Any payments under this Guarantee shall be made in full
        without any deductions of counterclaims whatsoever.


                                    Page 103
<Page>

5       Preservation of Guarantor's liability

        The Agent may without the prior  written  consent of the  Guarantor  and
        without notice to the Guarantor:

        (a)     materially amend, novate, supplement or replace the Agreement;

        (b)     agree with the  Borrower to increase or reduce the amount of the
                Facility,  or vary the terms and  conditions  for its  repayment
                (including,  without  limitation,  the  rate  and/or  method  of
                calculation of interest payable on the Facility);

        (c)     allow to the  Borrower or to any other  person any time or other
                indulgence;

        (d)     renew,  vary, release or refrain from enforcing the Agreement or
                any security,  guarantee or indemnity which the Agent may now or
                in the future hold from the Borrower or from any other person;

        (e)     compound with the Borrower or any other person;

        (f)     enter into,  renew,  vary or  terminate  any other  agreement or
                arrangement with the Borrower or any other person; or

        (g)     make any  concession to the Borrower or do or omit or neglect to
                do anything  which  might,  but for this  provision,  operate to
                release  or reduce the  liability  of the  Guarantor  under this
                Guarantee.

        The  liability  of the  Guarantor  under  this  Guarantee  shall  not be
        affected by:

        (i)     the  absence  of,  or  any  defective,  excessive  or  irregular
                exercise of, any of the powers of the Borrower;

        (ii)    any security  given or payment made to the Agent or the Banks by
                the Borrower or any other person being  avoided or reduced under
                any law (whether Norwegian or foreign) relating to bankruptcy or
                insolvency or analogous circumstance in force from time to time;

        (iii)   the liquidation,  administration,  receivership or insolvency of
                the Guarantor;

        (iv)    the Agreement  and/or any of the Security  Documents  and/or any
                other security, guarantee or indemnity now or in the future held
                by the  Bank  being  defective,  void or  unenforceable,  or the
                failure  of  the  Bank  to  take  any  security,   guarantee  or
                indemnity;

        (v)     the novation of any of the Guaranteed Obligations; or


                                    Page 104
<Page>

        (vi)    anything  which would not have released or reduced the liability
                of the  Guarantor to the Agent or the Banks had the liability of
                the Guarantor  under Clause 2 been as a principal  debtor of the
                Agent or the Banks and not as a guarantor.

6       Waivers of the Guarantor

        The Guarantor hereby waives:

        (a)     any requirement that the Agent and/or the Banks make demand upon
                or  seek  to  enforce  remedies  against  the  Borrower  for any
                payments  or other  performance  of the  Guaranteed  Obligations
                before demanding payment or performance under this Guarantee,

        (b)     notice  of the  occurrence  of any  event of  default  under the
                Agreement or any of the Security Documents,

        (c)     its right of  subrogation  into the position of the Agent and/or
                the Banks under the  Agreement or any of the Security  Documents
                until and  unless  the  Guaranteed  Obligations  shall have been
                finally settled and fulfilled; and

        (d)     any right to limit the liability under this Guarantee  resulting
                from any failure to comply  with  section 62 to 74 of the FA. In
                addition,  section  67  of  the  FA  shall  not  apply  to  this
                Guarantee.

7       Undertakings

        The  Guarantor  undertakes to the Agent (on behalf of the Banks) that as
        long as any  monies  are  being  owed or may  become  owing or any other
        performance may become due under this Guarantee, the Guarantor shall:

        (a)     procure the compliance  with all of the financial  covenants and
                other undertakings as set out in the Agreement,  of the terms of
                which  it has full  knowledge,  and by this  reference  all such
                financial   covenants  and  other  undertakings  are  deemed  to
                constitute  an integral  part of this  Guarantee as if they were
                expressly incorporated herein;

        (b)     not make any distributions or dividends to its shareholders;

        (c)     not agree to any transfer of its shares,  granting of options of
                ownership or change in its ultimate ownership;

        (d)     following receipt by the Guarantor of a notice from the Agent of
                the occurrence of any Event of Default under the Agreement,  the
                Guarantor  will make  demand for or claim  payment of any moneys
                due to the Guarantor  from the  Borrower,  or exercise any other
                right or remedy to which the Guarantor is entitled in respect of
                such moneys unless and until all of the  Guaranteed  Obligations
                have been paid in full;

        (e)     not, if the Borrower  shall become the subject of an  insolvency
                proceeding or shall be wound up or liquidated  make any claim in
                such insolvency,  winding-up or liquidation until the Guaranteed
                Obligations  have been paid in full (unless so instructed by the
                Agent and then only on condition  that the  Guarantor  holds the
                benefit of any claim in such  insolvency or liquidation  and pay
                any amounts recovered  thereunder to the Agent (on behalf of the
                Banks));


                                    Page 105
<Page>

        (f)     if it, in breach of  paragraph  (d) and (e) above,  receives  or
                recovers any money pursuant to any such exercise, claim or proof
                as therein  referred  to, hold such money for the Agent to apply
                the same as if they were  moneys  received or  recovered  by the
                Agent (on behalf of the Banks) under this Guarantee; and

        (g)     not take  from the  Borrower  any  security  whatsoever  for the
                moneys hereby guaranteed.

8       Assignment

        The Agent may assign or transfer  its rights  hereunder to any person to
        whom the rights and  obligations  as Agent and Bank may be  assigned  to
        under the Agreement.

        The Guarantor may not assign nor transfer any of its rights  pursuant to
        the Guarantee  without the prior written consent of the Agent (on behalf
        of the Banks).

9       Reinstatement

        Notwithstanding any payment received by the Agent and/or the Banks under
        the  Agreement  or any of the Security  Documents or any other  document
        referred to therein,  this  Guarantee will be reinstated if such payment
        is  required  by  bankruptcy  law or any  other  legal  provision  to be
        returned  by the Agent  and/or the Banks to the party or parties  having
        made such payment.

10      Jurisdiction

        For the benefit of the Agent and each Bank,  the  Guarantor  agrees that
        only the courts of Norway shall have jurisdiction to settle any disputes
        in  connection  with  this  Guarantee  and  accordingly  submits  to the
        non-exclusive  jurisdiction of Oslo tingrett.  Nothing in this Clause 10
        shall  limit  the  right of the  Agent or any Bank to start  proceedings
        against the Guarantor in any other court of competent jurisdiction.

11      Governing law

        This Guarantee shall be governed by Norwegian law.

12      Service of process

        Without prejudice to any other mode of service, the Guarantor:

        (a)     irrevocably  appoints  Frontline  Management AS as its agent for
                service of process relating to any proceedings  before Norwegian
                courts in connection with this Guarantee;


                                    Page 106
<Page>

        (b)     agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceeding concerned; and

         (c)     consents to the service of process to any such proceedings
                 before the Norwegian courts by posting of a copy of the process
                 to Frontline Management AS, Bryggegt. 3, P.O. Box 1327 Vika,
                 0112 Oslo, Norway.


For and on behalf of
GOLAR LNG LTD.

By:
Name:
Title:



                                    Page 107
<Page>

                                   Schedule 11

                                Form of Mortgage






                                    Page 108
<Page>

                             Dated: [ ] October 2002




                            SECOND PREFERRED MORTGAGE



                                       by



                                     [     ]
                                    as Owner



                                       to



                              NORDEA BANK NORGE ASA
                               as Second Mortgagee



                                  in respect of



                                    m/v "[ ]"
                              of Monrovia, Liberia
                                Official No. [ ]



                                    Page 109
<Page>

                                    I N D EX

Recitals                                                             3

Article I      Definitions                                           4
Article II     Granting Clause                                       5
Article III    Covenants of Owner
               Section 1.   Payment of Indebtedness                  5
               Section 2.   Insurance and Maintenance                7
               Section 3.   Mortgage Recording                       7
               Section 4.   Prohibition of Liens                     7
               Section 5.   Notice of Mortgage                       8
               Section 6    No Sales, Transfers or other
                               Preferred Mortgages                   8
               Section 7.   Authority of the Mortgagee               8
Article IV     Events of Default and Remedies
               Section 1.   Events of Default; Remedies              9
               Section 2.   Power of Attorney - Sale                10
               Section 3.   Power of Attorney - Collection          10
               Section 4.   Delivery of Vessel                      10
               Section 5.   Mortgagee to Discharge Liens            10
               Section 6.   Remedies Cumulative                     11
               Section 7.   Cure of Default                         11
               Section 8.   Discontinuance of Proceedings           11
               Section 9.   Application of Proceeds                 11
               Section 10. Requisition Compensation                 11
               Section 11. Severability of Provisions               12
Article V      Sundry Provisions
               Section 1. Successors and Assigns                    12
               Section 2. Power of Substitution                     12
               Section 3. Preferred Status                          12
               Section 4. Notices                                   12
               Section 5. Recording and Total Amount                12
               Section 6  Discharge                                 13
Appendices

Appendix 1.    Second Loan Agreement dated 11 October 2002
Appendix 2.    Guarantee dated [     ] October 2002


                                    Page 110
<Page>


THIS SECOND PREFERRED  MORTGAGE (the "Second  Mortgage") is made this [ ] day of
[__________] October 2002 by

(1)     [_____________________], a Liberian corporation having an address at 80
        Broad Street, Monrovia, Liberia (the "Owner"); in favor of

(2)     NORDEA BANK NORGE ASA, a Norwegian  banking  corporation  acting through
        its  offices at  Middelthunsgt.  17,  0368 Oslo,  Norway,  (the  "Second
        Mortgagee") as security trustee.

WHEREAS

(A)     The Owner is the sole and  absolute  legal and  beneficial  owner of the
        whole of the Liberian flag motor vessel "[__________]",  of [__________]
        gross tons and [ ] net tons, or  thereabouts,  built in  [__________] at
        [__________] and duly documented in the name of the Owner under the laws
        of the Republic of Liberia  with her home port at Monrovia,  Liberia and
        with official number [__________] (the "Vessel").

(B)     Pursuant to that certain Loan Agreement  dated 31 May 2001,  (the "First
        Loan  Agreement")  made among i.e.  Golar Gas  Holding  Company,  Inc, a
        corporate  incorporated  under the laws of the  Republic of Liberia (the
        "Borrower"), the banks and financial institutions specified in the First
        Loan  Agreement,  as lenders (the "First Banks") and Den norske Bank ASA
        (as  security  agent for the  lenders)  as first  mortgagee  (the "First
        Mortgagee"),  the First Banks have made available to the Borrower a term
        loan facility in the aggregate principal amount of United States Dollars
        Three  Hundred  and Twenty  Five  Million  (USD325,000,000)  (the "First
        Loan").

(C)     Pursuant  to the  First  Loan  Agreement,  the Owner  has  executed  and
        delivered  a certain  first  preferred  mortgage  in favour of the First
        Mortgagee  dated 31 May 2001 and  recorded  against  the  Vessel  in the
        Office of Deputy  Commissioner  of Maritime  Affairs of the  Republic of
        Liberia in New York at [time] on [__________] in Book PM [__________] at
        Page  [__________] as security for the Borrower's  obligations under the
        First Loan Agreement (the "First Mortgage").

(D)     Pursuant  to that  certain  Loan  Agreement  dated 11 October  2002 (the
        "Second Loan Agreement"), a copy of the form of which is attached hereto
        as  Appendix  1 and  shall be read  together  herewith)  made  among the
        Borrower,  the financial institutions listed in Schedule 1 to the Second
        Loan  Agreement,   as  lenders  (the  "Second  Banks")  and  the  Second
        Mortgagee,  as agent and arranger,  the Second Banks have agreed to made
        available  to the  Borrower  a credit  loan  facility  in the  aggregate
        principal amount of United States Dollars Sixty Million  (USD60,000,000)
        (the "Second Loan").

(E)     The principal of the Second Loan shall be repaid as provided in Clause 3
        of the Second  Loan  Agreement,  and  interest on the Second Loan at the
        rate of LIBOR plus the Margin for the relevant  Interest Period (each as
        defined in the  Second  Loan  Agreement)  shall be paid as  provided  in
        Clause 7 of the Second Loan Agreement.

                                    Page 111
<Page>

(F)     Pursuant  to the  Second  Loan  Agreement,  the Owner has  executed  and
        delivered to the Second Mortgagee a guarantee dated [__________] October
        2002 (the "Guarantee"),  of the Second Loan and interest thereon and all
        other sums payable or to become payable under the Second Loan Agreement,
        A copy of the  Guarantee  is annexed  hereto as  Appendix 2 and shall be
        read together herewith.

(G)     It is a  condition  to advance of the Second  Loan under the Second Loan
        Agreement  that the Owner  executes and delivers  this Second  Preferred
        Mortgage to the Second Mortgagee as security for the Owner's obligations
        under the Guarantee.

(H)     Pursuant  to the Second Loan  Agreement,  the Banks have  appointed  the
        Second Morgagee their security  trustee/mortgage  holder with full power
        to receive,  hold,  administer and enforce this Second  Mortgage for the
        benefit of the Banks.

(I)     In order to secure the  payment to the Second  Mortgagee  of the Secured
        Indebtedness (as hereinafter defined), and to secure the performance and
        observance  of and  compliance  with all of the  agreements,  covenants,
        terms  and  conditions  of  the  Guarantee  and  this  Second   Mortgage
        contained,  the Owner has duly  authorized the execution and delivery of
        this Second Preferred  Mortgage under and pursuant to Chapter 3 of Title
        21 of the Liberian Code of Laws Revised, as amended.

NOW THEREFORE THIS MORTGAGE WITNESSETH:

                                    ARTICLE I

                                   Definitions

In this Second Mortgage, unless the context otherwise requires:

(i)     "Environmental  Affiliate"  means any agent or  employee of the Owner or
        any person in a contractual  relationship with the Owner relating to the
        Vessel or her operation,  whose acts or omissions  would have a material
        adverse  effect on the Owner's  ability to meet its  obligations  to the
        Second  Mortgagee  with  respect to the Secured  Indebtedness  or on the
        security  provided to the Second  Mortgagee  with respect to the Secured
        Indebtedness;

                                    Page 112
<Page>

(ii)    "Environmental Approvals" means any and all consents, permits, licenses,
        approvals, rulings, variances, exemptions or other authorisations by any
        governmental  or public body or  authorities  or courts,  required under
        applicable Environmental Laws;

(iii)   "Environmental  Claims"  means (i) any claim by, or directive  from,  or
        enforcement,  clean-up,  removal or any other governmental or regulatory
        actions initiated by, any applicable  governmental,  judicial,  or other
        regulatory  authority  alleging breach of, or  non-compliance  with, any
        Environmental  Laws or  Environmental  Approvals or otherwise  howsoever
        relating  to or arising  out of an  Environmental  Release,  or (ii) any
        claim by any other third party  howsoever  relating to or arising out of
        an Environmental  Release (and in each such case "claim" shall include a
        claim for damages, clean-up costs,  contribution,  compliance,  remedial
        action or otherwise);

(iv)    "Environmental  Laws" mean all national,  international  and state laws,
        rules,  regulations,  treaties,  conventions  and agreements  whatsoever
        relating to  pollution  or  protection  of the  environment  (including,
        without  limitation,  the United  States Oil  Pollution  Act of 1990, as
        amended,  and any comparable laws of the individual States of the United
        States of America);

(v)     "Environmental   Release"  means  any  release  of  an   Environmentally
        Sensitive  Material  from the Vessel or as a result of her  operation or
        navigation,  for which the Owner has any liability  under any applicable
        Environmental Laws or any Environmental Claim;

(vi)    "Environmentally   Sensitive  Material"  means  and  includes  oil,  oil
        products and any other substance which is polluting,  toxic, contaminant
        or  hazardous  or any  substance  the  release  of which  is  regulated,
        prohibited or penalised by or pursuant to any Environmental Law;

(vii)   "ISM Code" means the International Safety Management Code (including the
        guidelines on its implementation), adopted by the International Maritime
        Organisation  Assembly as Resolutions  A.741(18) and  A.788(19),  as the
        same may be amended or supplemented from time to time. The terms "safety
        management  system",  "Safety  Management  Certificate",   "Document  of
        Compliance" and "major  non-conformity"  shall have the same meanings as
        are given to them in the ISM Code.

(viii)  "Secured  Indebtedness"  means  the  aggregate  of the  Second  Loan and
        interest thereon,  default interest,  expenses, fees, and all other sums
        of any kind at any  time  which  may  become  owing by the  Owner to the
        Second Mortgagee under the Guarantee and this Second Mortgage;

(ix)    "Security  Period"  means the period  commencing  on the date hereof and
        terminating  upon  discharge  of the  security  created  by this  Second
        Mortgage by payment in full of the Secured Indebtedness;


                                    Page 113
<Page>

(x)     "Vessel" means the whole of the vessel described in Recital A hereof and
        includes  her  engines,   machinery,  boats,  boilers,  masts,  rigging,
        anchors,  chains,  cables,  apparel,  tackle,  outfit, spare gear, fuel,
        consumable  and other stores,  freight,  belongings  and  appurtenances,
        whether on board or ashore, whether now owned or hereafter acquired, and
        all additions, improvements and replacements hereafter made in or to the
        said vessel, or any part thereof, or in or to the stores, belongings and
        appurtenances aforesaid; and

(xi)    Terms and  expressions  used herein and not  otherwise  defined  herein,
        shall bear the meanings ascribed to them in the Second Loan Agreement.

                                   ARTICLE II

                            Grant of Second Mortgage

NOW THEREFORE,  in  consideration of the premises and of other good and valuable
consideration,  the adequacy and receipt whereof are hereby acknowledged, and in
order to secure  the  payment  of the  Secured  Indebtedness  and to secure  the
performance  and  observance of and  compliance  with the  covenants,  terms and
conditions in the Guarantee and this Second  Mortgage  contained,  the Owner has
granted,  conveyed and mortgaged and does by these  presents  grant,  convey and
mortgage,  to and in favor of the Second  Mortgagee,  its successors and assigns
(subject  to the  prior  rights  of the First  Mortgagee  pursuant  to the First
Mortgage),  the whole of the Vessel TO HAVE AND TO HOLD the same unto the Second
Mortgagee, its successors and assigns, forever, upon the terms set forth in this
Second Mortgage for the  enforcement of the payment of the Secured  Indebtedness
and to  secure  the  performance  and  observance  of and  compliance  with  the
covenants,  terms and  conditions  in the  Guarantee  and this  Second  Mortgage
contained  SUBJECT  AND  SUBORDINATE,  however,  in all  respects  to the  First
Mortgage and all the terms, provisions and conditions thereof;

PROVIDED,  ONLY, and the condition of these presents are such that, if the Owner
and/or its  successors  or  assigns  shall pay or cause to be paid to the Second
Mortgagee,  its successors and assigns, the Secured Indebtedness as and when the
same shall become due and payable in accordance  with the terms of the Guarantee
and this Second Mortgage,  and the Owner shall perform,  observe and comply with
all and singular of the  covenants,  terms and  conditions  in the Guarantee and
this Second Mortgage contained,  expressed or implied, to be performed, observed
or complied  with by and on the part of the Owner or its  successors or assigns,
all without delay or fraud and  according to the true intent and meaning  hereof
and thereof,  then these presents and the rights of the Second  Mortgagee  under
this Second  Mortgage shall cease and determine  and, in such event,  the Second
Mortgagee agrees by accepting this Second Mortgage, at the expense of the Owner,
to execute all such documents as the Owner may  reasonably  require to discharge
this Second Mortgage under the laws of the Republic of Liberia;  otherwise to be
and remain in full force and effect.


                                    Page 114
<Page>

                                   ARTICLE III

                             Covenants of the Owner

The Owner covenants and agrees with the Second Mortgagee as follows:

Section 1. Payment of Secured Indebtedness
- ------------------------------------------

The Owner will pay the Secured  Indebtedness  as and when the same shall  become
due and payable and will observe,  perform and comply with the covenants,  terms
and conditions herein and in the Guarantee, expressed or implied, on its part to
be observed, performed or complied with.

Section 2. Insurance and Maintenance
- ------------------------------------

The Owner undertakes at all times throughout the Security Period to:

(a)     insure and keep the Vessel insured in accordance  with the provisions of
        Clause 17.14 of the Second Loan Agreement;

(b)     keep and cause the  Vessel to be kept in a good and  efficient  state of
        repair,  maintain the highest  class  available  for vessels of her type
        with a classification society acceptable to the Second Mortgagee, comply
        with the provisions of all laws, regulations and requirements (statutory
        or otherwise) from time to time applicable to vessels  registered  under
        the flag of the  Republic  of  Liberia,  procure  that all repairs to or
        replacements of any damaged, worn or lost parts or equipment be effected
        in such manner (both as regards workmanship and quality of materials) as
        not to diminish the value of the Vessel, and permit the Second Mortgagee
        by surveyors or other persons  appointed by them in that behalf to board
        the  Vessel for the  purpose  of  inspecting  her  condition  or for the
        purpose of  satisfying  themselves  in regard to  proposed  or  executed
        repairs and to afford all proper facilities for such inspections;

(c)     submit or to cause the Vessel to be submitted to such  periodic or other
        surveys as may be required for classification purposes and, if requested
        by the Second  Mortgagee,  to supply or to cause to be  supplied  to the
        Second Mortgagee copies of all survey reports and confirmations of class
        issued in respect  thereof  and to furnish  to the  Second  Mortgagee  a
        certificate by [ ] or such other  classification  society  acceptable to
        the Second  Mortgagee  that the  Vessel's  aforesaid  classification  is
        maintained;

(d)     pay and  discharge  or to  cause to be paid and  discharged  all  debts,
        damages and liabilities  whatsoever which have given or may give rise to
        maritime or possessory liens on or claims enforceable against the Vessel
        except to the extent  permitted  by  Article  III,  Sections  2(i) and 4
        hereof and in event of arrest of the Vessel pursuant to legal process or
        in event of her detention in exercise or purported  exercise of any such
        lien as aforesaid, procure the release of the Vessel from such arrest or
        detention within ten (10) days of the occurrence of such event;


                                    Page 115
<Page>

(e)     not cause or permit the Vessel to be operated in any manner  contrary to
        law, and not employ the Vessel or suffer her  employment in any trade or
        business which is forbidden by the laws of the Republic of Liberia or is
        otherwise  illicit or in carrying  illicit or prohibited goods or in any
        manner whatsoever which may expose the Vessel to penalty,  forfeiture or
        capture or render her liable to condemnation or to destruction,  seizure
        or  confiscation  and in event of  hostilities  in any part of the world
        (whether  war be declared or not) not to employ the Vessel or suffer her
        employment in carrying any contraband  goods or to enter or trade to any
        zone which is  declared a war zone by the  Vessel's  war risks  Insurers
        unless  there  shall  have been  effected  by the  Owner at its  expense
        special insurance coverage to extend to such voyage;

(f)     comply with all applicable Environmental Laws and obtain and comply with
        all  required  Environmental  Approvals  relating  to  the  Vessel,  her
        operation  or  management  and the  business  of the  Owner,  including,
        without  limitation,  requirements  relating  to  the  establishment  of
        financial  responsibility  (and  shall  require  that all  Environmental
        Affiliates of the Owner comply with all  applicable  Environmental  Laws
        and obtain and comply with all required Environmental Approvals relating
        to the Vessel);

(g)     upon the  request of the Second  Mortgagee,  conduct  and  complete  all
        reasonably  necessary  investigations,  studies,  sampling,  audits  and
        testings required by any known (or threatened) Environmental Release;

(h)     promptly upon the occurrence of any of the following events,  provide to
        the Second Mortgagee a certificate of an officer of the Owner specifying
        in detail  the  nature of such event and the  proposed  response  of the
        Owner or its Environmental Affiliate;

        (i)     the receipt by the Owner or any  Environmental  Affiliate (where
                the Owner has  knowledge of such  receipt) of any  Environmental
                Claim; or

        (ii)    any (or any threatened) Environmental Release;

        and upon the written  request by the Second  Mortgagee,  the Owner shall
        submit  to the  Second  Mortgagee,  at  reasonable  intervals,  a report
        updating the status of any  occurrence of an  Environmental  Claim or an
        Environmental Release,

(i)     except for the First  Mortgage and this Second  Mortgage  keep and cause
        the  Vessel to be kept free and clear of all liens,  charges,  mortgages
        and  encumbrances  except  where the Owner has  received  prior  written
        consent of the First Mortgagee and the Second  Mortgagee to the creation
        of any such liens, charges, mortgages and/or encumbrances;

(j)     (i)     to comply,  at all times,  and be responsible  for compliance by
                itself and by the Vessel, with the ISM Code;

        (ii)    at all times to ensure that:

                (a)     the Vessel has a valid Safety Management Certificate;

                (b)     the  Vessel is  subject  to a safety  management  system
                        which complies with the ISM Code; and


                (c)     to have a valid  Document of Compliance  for the Vessel,
                        and to hold it on board the Vessel,

        and to  deliver  to the  Second  Mortgagee  on request a copy of a valid
        Safety  Management  Certificate  and a valid  Document of  Compliance in
        respect of its Vessel in each case duly  certified  by an officer of the
        Owner;

        (iii)   to  promptly  notify  the  Second  Mortgagee  of any  actual  or
                threatened   withdrawal  of  an  applicable   Safety  Management
                Certificate or Document of Compliance;


                                    Page 116
<Page>

        (iv)    to promptly  notify the Second  Mortgagee of the identity of the
                person ashore  designated for the purposes of paragraph 4 of the
                ISM Code and of any change in the identity of that person; and

        (v)     to promptly notify the Second Mortgagee of the occurrence of any
                accident or major non-conformity  requiring action under the ISM
                Code.

Section 3. Mortgage Recording
- -----------------------------

The Owner will cause this Second Mortgage to be duly recorded in accordance with
the provisions of Chapter 3 of Title 21 of the Liberian Code of Laws Revised, as
amended,  (hereinafter  called the "Liberian  Maritime  Law") and will otherwise
comply with and satisfy all of the  provisions  of the Liberian  Maritime Law in
order to  establish  and  maintain  this Second  Mortgage as a second  preferred
mortgage on the Vessel.

Section 4. Prohibition of Liens
- -------------------------------

Neither the Owner, any charterer,  the Master of the Vessel nor any other person
has or shall have any right,  power or authority to create incur or permit to be
placed or imposed or continued  upon the Vessel,  its freights,  profits or hire
any lien  whatsoever  other than the lien created  under the First  Mortgage and
this Second  Mortgage,  other liens in favour of the Second  Mortgagee and liens
for crew's wages and salvage.

Section 5. Notice of Second Mortgage
- ------------------------------------

The Owner  will  place,  and at all times and  places  will  retain,  a properly
certified  copy of the Second  Mortgage  on board the Vessel with her papers and
certificates  and cause this  Second  Mortgage  to be  exhibited  to all persons
having  business  with the  Vessel  which  might  give rise to a  maritime  lien
thereon, and will place and keep prominently  displayed in the chart room and in
the Master's  cabin of the Vessel a framed  printed notice in plain type reading
as follows:


                               "NOTICE OF MORTGAGE

This  Vessel is owned by [ ] and is covered by a Second  Preferred  Mortgage  in
favor of NORDEA BANK NORGE ASA, Middelthunsgt.  17, 0368 Oslo, Norway, as Second
Mortgagee, under the authority of the Liberian Code of Laws Revised, as amended,
and as the  same  may be or may  have  been  further  amended,  modified  and/or
re-codified.  Under the terms of said Second  Mortgage,  neither the Owner,  any
charterer,  the Master of this Vessel nor any other person has any right,  power
or  authority to create,  incur or permit to be imposed  upon this  Vessel,  its
freights,  profits or hire,  any other lien  whatsoever  except liens for crew's
wages and salvage."

Section 6. No Sales, Transfers or Other Preferred Mortgage
- ----------------------------------------------------------

The Owner will not sell, mortgage,  transfer or change the management (technical
or  commercial) of the Vessel,  without the prior written  consent of the Second
Mortgagee, and any such written consent to any one sale, mortgage,  transfer, or
change of  management  shall not be construed  to be a waiver of this  provision
with respect to any subsequent  proposed sale,  mortgage,  transfer or change of
management.  Any such sale,  mortgage,  transfer or change in  management of the
Vessel shall be subject to the provisions of this Second Mortgage.

Section 7. Authority of the Second Mortgagee
- --------------------------------------------

Without prejudice to any other rights of the Second Mortgagee hereunder:

(i)     in the event that the  provisions  of Article III Section  2.(a)  hereof
        shall not be complied with, the Second  Mortgagee shall be at liberty to
        effect and thereafter  replace,  maintain and renew all such  insurances
        upon the Vessel as in their sole discretion they may think fit;

(ii)    in the event that the provisions of Article III Section 2.(b) and/or (c)
        hereof  shall not be complied  with,  the Second  Mortgagee  shall be at
        liberty to arrange for the  carrying out of such repairs and/ or surveys
        as they deem expedient or necessary; and

(iii)   any and all expenses incurred by the Second Mortgagee (including fees of
        counsel)  in  respect  of  their   performances   under  the   foregoing
        sub-sections  (i) and (ii)  shall be paid by the Owner on  demand,  with
        interest  thereon  at the rate  provided  for in  sub-clause  7.4 of the
        Second Loan  Agreement from the date when such expenses were incurred by
        the Second Mortgagee.


                                    Page 117
<Page>


                                   ARTICLE IV

                         Events of Default and Remedies

Section 1. Events of Default; Remedies
- --------------------------------------

In case of any one or more of the following  events,  herein  termed  "events of
default", shall happen:

(a)     an event of default  stipulated in Clause 18 of the Loan Agreement shall
        occur; or

(b)     a default in the due and punctual  observance and  performance of any of
        the covenants or provisions of the Second Loan  Agreement or this Second
        Mortgage shall have occurred and be continuing; or

(c)     any  notice  shall have been  issued by the  government  or any  bureau,
        department,  officer, board or agency thereof of the country of registry
        of the Vessel to the effect  that the Vessel is subject to  cancellation
        from such  registry  or the  certificate  of  registry  of the Vessel is
        subject to revocation or cancellation for any reason whatsoever;

then:

The Second Mortgagee shall have the right to (subject to the rights of the First
Mortgagee under the First Mortgage):

(i)     declare all the then unpaid Secured  Indebtedness  to be immediately due
        and payable,  and upon such  declaration,  the same, shall become and be
        due and payable;

(ii)    exercise all of the  enforcement  rights and remedies in foreclosure and
        otherwise given to the Second  Mortgagee by the provisions of the law of
        the country of registry of the Vessel or of any other jurisdiction where
        the  Vessel  may  be  at  the  relevant  time  or  any  other   relevant
        jurisdiction;

(iii)   bring suit at law, in equity or in admiralty, as they may be advised, to
        obtain judgement (if required by the laws of the relevant  jurisdiction)
        against  the Owner for the  payment  of the  Secured  Indebtedness,  and
        collect  the same out of any and all  property  of the Owner  covered by
        this Second Mortgage;

(iv)    take and enter into possession of the Vessel, at any time,  wherever the
        same may be, without prior legal  proceedings  (if permitted by the laws
        of  the  relevant  jurisdiction)  and,  without  being  responsible  for
        possible  loss or damage  to the  Owner,  the  Owner or other  person in
        possession  of the  Vessel  shall  forthwith  upon  demand of the Second
        Mortgagee surrender possession of the Vessel to the Second Mortgagee;

(v)     hold,  lay up,  lease,  charter,  operate  or  otherwise  use the Vessel
        (without  being  responsible  for possible loss or damage) for such time
        and upon  such  terms as it may deem to be for its best  advantage,  and
        demand,  collect  and retain  all hire,  freights,  earnings,  revenues,
        income, profits,  return premiums,  sale or insurance proceeds,  salvage
        awards or recoveries,  recoveries in general average, and all other sums
        due or to become due in respect of the Vessel;


                                    Page 118
<Page>

(vi)    sell the Vessel by public  auction or private  contract  (without  being
        responsible  for possible loss and damage) on such terms and  conditions
        as the Second  Mortgagee  shall deem to be for its best  advantage  free
        from any claim of or by the  Owner,  by  mailing  notice  of such  sale,
        whether public or private, to the Owner at its last known address as set
        forth in this Second  Mortgage,  seven  calendar  days prior to the date
        fixed for entering into the contract of sale and, in the event of public
        auction, by first publishing notice of any such public sale for ten (10)
        consecutive days in a newspaper of general circulation  published in the
        City of New York,  State of New York. In the event that the Vessel shall
        be offered for sale by private sale,  reasonable notice must be given to
        the Owner but need not to be more than  seven days  before  the  private
        sale and no  newspaper  publication  shall be required nor notice of the
        adjournment of sale.  Sale may be held at such place and at such time as
        the Second  Mortgagee by notice may have  specified  and any sale may be
        conducted  without  bringing the Vessel to the place designated for such
        sale  and any  sale  may be  conducted  in  such  manner  as the  Second
        Mortgagee  may  deem to be for  their  best  advantage,  and the  Second
        Mortgagee  may become the  purchaser at any sale.  The Owner agrees that
        any sale of the Vessel made in  compliance  with the  provisions of this
        Section 1 shall be deemed made in a  commercially  reasonable  manner as
        far as it is concerned.

        Anything in this  Section to the contrary  notwithstanding,  this Second
        Mortgage  is  subject  to the First  Mortgage  and the rights and powers
        granted  to the Second  Mortgagee  herein are  subject  and  subordinate
        (except for the rights to repayment of the Secured  Indebtedness) to the
        corresponding rights and powers granted to the First Mortgagee under the
        First  Mortgage  and may not be  exercised in such a manner as to impair
        such rights and powers under the First Mortgage.

Section 2. Power of Attorney - Sale
- -----------------------------------

The  Owner   hereby   irrevocably   appoints   the  Second   Mortgagee   as  its
attorney-in-fact  to execute  and  deliver to any  purchaser  aforesaid,  and is
hereby  vested  with full power and  authority  to  execute,  in the name and on
behalf of the Owner, a bill of sale or other form of good conveyance of title to
the Vessel so sold (subject to the rights of the First Mortgagee under the First
Mortgage).

Section 3. Power of Attorney - Collection
- -----------------------------------------

The Second Mortgagee is hereby  appointed  attorney-in-fact  of the Owner,  with
full power, upon the happening of any event of default, in the name of the Owner
(and subject to the rights of the First  Mortgagee  under the First Mortgage) to
demand, collect, receive,  compromise and sue for, so far as may be permitted by
law, all freight, hire, earnings, revenues, income, profits and sale proceeds of
the Vessel and all amounts due from underwriters  under any insurance thereon as
payment  of losses or as a return of premia or  otherwise,  salvage  awards  and
recoveries,  recoveries in general average or otherwise,  and all other sums due
or to become due at the time of the happening of any event of default as defined
in Section 1 of Article IV hereof in respect of the Vessel, or in respect of any
insurance thereon, from any person whomsoever,  and to make, give and execute in
the name of the Owner acquittances,  receipts,  releases or other discharges for
the same, and to endorse and accept in the name of the Owner all checks,  notes,
drafts,  warrants,  agreements and other  instruments in writing with respect to
the foregoing.

Section 4. Delivery of Vessel
- -----------------------------

Whenever  any right to enter and take  possession  of the Vessel  accrues to the
Second Mortgagee  pursuant to this Second Mortgage,  it may require the Owner to
deliver, and the Owner shall on demand, at its own cost and expense,  deliver to
the Second Mortgagee the Vessel as demanded.  If any legal  proceedings shall be
taken to enforce  any right  under this Second  Mortgage,  the Second  Mortgagee
shall be entitled as a matter of right to the  appointment  of a receiver of the
Vessel and of the freights, hire, earnings,  revenues, income and profits due or
to become due and arising from the operation thereof.


                                    Page 119
<Page>

Section 5. Mortgagee to Discharge Liens
- ---------------------------------------

The Owner  authorizes  and empowers the Second  Mortgagee or its  appointees  to
appear in the name of the Owner, its successors and assigns, in any court of any
country  or nation of the  world  where a suit is  pending  against  the  Vessel
because of or on account of any alleged  lien  against the Vessel from which the
Vessel has not been  released and to take such  proceedings  as to them may seem
proper  towards the defence of such suit and purchase or discharge of such lien,
and all expenditures made or incurred by them for the purpose of such defence or
purchase or discharge  shall be a debt due from the Owner,  its  successors  and
assigns,  to the  Second  Mortgagee,  and shall be  secured  by the lien of this
Second  Mortgage  in like  manner and  extent as if the  amount and  description
thereof were written herein.

Section 6. Remedies Cumulative
- ------------------------------

Each and every power and remedy  herein given to the Second  Mortgagee  shall be
cumulative and shall be in addition to every other power and remedy herein given
or now or hereafter existing at law, in equity, in admiralty or by statute,  and
each and every power and remedy whether  herein given or otherwise  existing may
be  exercised  from time to time and as often and in such order as may be deemed
expedient  by the Second  Mortgagee,  and the  exercise or the  beginning of the
exercise  of any power or remedy  shall not be  construed  to be a waiver of the
right to exercise at the same time or thereafter  any other power of remedy.  No
delay or omission by the Second  Mortgagee in the exercise of any right or power
or in the  pursuance of any remedy  accruing  upon any default as above  defined
shall  impair any such right,  power or remedy or be construed to be a waiver of
any such event or default.

Section 7. Cure of Default
- --------------------------

If at any time  after an event of default  and prior to the  actual  sale of the
Vessel  by the  Second  Mortgagee  or prior to any  enforcement  or  foreclosure
proceedings the Owner offers completely to cure all events of default and to pay
all expenses,  advances and damages to the Second  Mortgagee  consequent on such
events of default,  with  interest at the interest  rate set forth in sub-clause
7.4 of the Second Loan Agreement,  then the Second  Mortgagee may, but shall not
be  obligated  to do so,  accept such offer and payment and restore the Owner to
its former position,  but such action, if taken, shall not affect any subsequent
event of default or impair any rights consequent thereon.

Section 8. Discontinuance of Proceedings
- ----------------------------------------

In case the Second Mortgagee shall have proceeded to enforce any right, power or
remedy  under  this  Second  Mortgage  by  foreclosure  or  otherwise,  and such
proceedings  shall have been  discontinued and abandoned for any reason or shall
have been determined  adversely to the Second Mortgagee,  then and in every such
case the  Owner and the  Second  Mortgagee  shall be  restored  to their  former
position and rights  hereunder with respect to the property  subject or intended
to be subject  to this  Mortgage,  and all  rights,  remedies  and powers of the
Mortgagee shall continue as if no such proceedings had been taken.

Section 9. Application of Proceeds
- ----------------------------------

The proceeds of any sale of the Vessel and any and all other moneys  received by
the Second  Mortgagee  pursuant to or under the terms of this Second Mortgage or
in any proceedings  hereunder the application of which has not elsewhere  herein
been  specifically  provided  for,  shall  (subject  to the  rights of the First
Mortgagee under the First Mortgage) be applied as follows:

First:  So much  of  such  amounts  as  shall  be  required  to pay  all  taxes,
        assessments or liens in respect of the Vessel having priority over liens
        or  security  interests  in favour  of the  Second  Mortgagee,  shall be
        applied to the payment of such taxes, assessments or liens;


                                    Page 120
<Page>

Second: So much of such  amounts as shall be required to pay in full the Secured
        Indebtedness   shall  be   applied  to  the   payment  of  the   Secured
        Indebtedness.

Third:  Any surplus thereafter remaining,  to the Owner or Owner's successors in
        interest and assigns, or to whomever may be lawfully entitled to receive
        the same.

Section 10. Requisition Compensation
- ------------------------------------

Subject to the rights of the First  Mortgagee  under the First  Mortgage and the
First Deed of Assignment, in the event that the title or ownership of the Vessel
shall be  requisitioned,  purchased or taken by any government of any country or
any department,  agency or  representative  thereof,  pursuant to any present or
future law,  proclamation,  decree, order or otherwise,  the lien of this Second
Mortgage shall be deemed to attach to the claim for compensation therefore,  and
the  compensation  is hereby agreed to be payable to the Second  Mortgagee,  who
shall be  entitled to receive the same and shall apply it as provided in Section
9 of this Article III. In the event of any such requisition, purchase or taking,
the Owner  shall  promptly  execute  and  deliver to the Second  Mortgagee  such
documents, if any, as in the opinion of the Second Mortgagee may be necessary or
useful to facilitate or expedite the collection by the Second  Mortgagee of such
compensation,  purchase  price,  reimbursement  or award as is  payable  to them
hereunder.

Section 11. Severability of Provisions
- --------------------------------------

In the event that any provision or provisions of this Second  Mortgage  shall be
declared invalid,  void or otherwise  inoperative by any present or future court
of competent  jurisdiction in any country,  the Owner will, without prejudice to
any  other  right or remedy  of the  Second  Mortgagee  under  the  Second  Loan
Agreement  or the  Guarantee or this Second  Mortgage,  execute and deliver such
other and further instruments and do such things as in the opinion of the Second
Mortgagee  and its counsel  will be necessary or advisable to carry out the time
intent and spirit of this Second Mortgage. In any event, any such declaration of
partial  invalidity  shall not affect the  validity  of any other  provision  or
provisions of this Second Mortgage, or the validity of this Second Mortgage as a
whole.

                                    ARTICLE V

                                Sundry Provisions

Section 1. Successors and Assigns
- ---------------------------------

No  assignment  shall be made in  respect  of this  Second  Mortgage  except  in
accordance with the terms of Clause 24 of the Second Loan Agreement.

Section 2. Power of Substitution
- --------------------------------

Wherever and whenever  herein any right,  power or authority is granted or given
to the Second Mortgagee,  such right, power or authority may be exercised in all
cases by the Second  Mortgagee or such agent or agents the Second  Mortgagee may
appoint,  and  the act or  costs  of such  agent  or  agents  when  taken  shall
constitute the act or costs of the Second Mortgagee hereunder.

Section 3. Preferred Status of this Second Mortgage
- ---------------------------------------------------

Anything  herein to the contrary not  withstanding,  it is intended that nothing
herein shall waive the preferred status of this Second Mortgage and that, if any
provision or portion  thereof  herein shall be construed to waive the  preferred
status of this Second Mortgage, then such provision to such extent shall be void
and of no effect.

Section 4. Notices
- ------------------

Any  notice  or  other  communication  to be  given  pursuant  hereto  shall  be
transmitted and addressed as set forth in this Second Mortgage.


Section 5. Recording And Total Amount
- -------------------------------------

For the  purpose of  recording  this  Second  Preferred  Mortgage as required by
Chapter 3 of Title 21 of the  Liberian  Code of Laws  Revised,  as amended,  the
total amount of this Second Mortgage is Sixty Million United States Dollars (USD
60,000,000)  and  interest  thereon,  default  interest,  costs,  expenses,  and
performance of Second Mortgage covenants. The date of maturity is on demand.


                                    Page 121
<Page>

It is not intended that this Second  Mortgage shall include  property other than
the Vessel as the term  "vessel"  is used in  subdivision  (2) of Section 106 of
Chapter  3 of  Title  21 of the  Liberian  Code of  Laws  Revised,  as  amended.
Notwithstanding the foregoing, for property other than the Vessel, if any should
be determined  to be covered by this Second  Mortgage,  the discharge  amount is
zero  point  zero one per  centum  (0.01%)  of the total  amount of this  Second
Mortgage.

Section 6. Discharge
- --------------------

The Second Mortgagee shall,  when the Secured  Indebtedness has been paid to the
Second  Mortgagee  in full,  at the cost and  expense of the Owner,  provide for
discharge and release of this Second Mortgage.

IN  WITNESS  WHEREOF,  the Owner has  caused  this  Second  Mortgage  to be duly
executed the day and year first above written.



                                      [         ]
                                      By
                                        --------------------------------
                                        Attorney-in-Fact



                                    Page 122
<Page>


                                 ACKNOWLEDGEMENT

STATE OF NORWAY  )
                     : ss.:
CITY OF OSLO     )

        On  this  _____  day of [ ],  2002,  before  me  personally  appeared  [
_________________________ ], to me known, who being by me duly sworn, did depose
and say that  he/she  resides at  _______________________________________,  that
he/she is the  Attorney-in-Fact  of [ ], the corporation  described in and which
executed the foregoing  instrument,  and that he/she signed his/her name thereto
pursuant  to  authority  granted to him/her  by the board of  directors  of said
corporation.


                 ---------------------------


                                    Page 123
<Page>

                                   Schedule 12

                   List of Charters and Management Agreements
























                                    Page 124
<Page>


M/V GOLAR SPIRIT

Charter

Time charter dated 9 September  1983 between  Pertamina and Golar Gas Cryogenics
Inc. as amended by Addendum  No. 1 dated 2 July 1986 and Addendum No. 2 dated 20
February 1990 expiry on or about 1 December 2006 subject to  charterer's  option
to extend.

Charter Guarantee

None.

Management Agreement

Management  Agreement dated 1 January 1999 between Golar Gas Cryogenics Inc. and
Osprey Maritime Management Limited.

M/V HILLI

Charter

Short term  pre-emption  charter dated 7 September 2000 between Golar Hilli Inc.
and Methane  Services  Limited  entered  into  pursuant to the Master  Agreement
covering period until delivery under long term charter.

Long term charter  dated 25 October  2001  between  Golar Hilli Inc. and Methane
Services Limited.

Omnibus  agreement  dated 25 October  2001 between  Methane  Services  Ltd.,  BG
International  Ltd., BG Asia Pacific PTE.  Ltd.,  Osprey  Maritime  Ltd.,  Golar
Management  Ltd.,  Golar LNG Ltd.,  Golar Khannur Inc., Golar Freeze Inc., Golar
Gimi Inc.,  Golar Hilli Inc.,  Golar LNG 2215  Corporation  and Poten & Partners
Inc.

Charter Guarantee

        (a)     Guarantee dated 7 September 2000 from BG  International  Limited
                in  favour  of Golar  Hilli  Inc.  (in  respect  of  pre-emption
                charter).

        (b)     Guarantee  dated 8 May 2001  from BG  International  Limited  in
                favour of Golar Hilli Inc. (in respect of long term charter).

Management Agreement

Management  Agreement  dated 1 January 1999 between  Golar Hilli Inc. and Osprey
Maritime Management Limited.


                                    Page 125
<Page>

M/V GIMI

Charter

Short term  pre-emption  charter to be entered into between  Golar Gimi Inc. and
Methane Services Limited Pursuant to the Master Agreement  covering period until
delivery under long term charter.

Long term  charter  dated 25 October  2001  between  Golar Gimi Inc. and Methane
Services Limited.

Omnibus  agreement  dated 25 October  2001 between  Methane  Services  Ltd.,  BG
International  Ltd., BG Asia Pacific PTE.  Ltd.,  Osprey  Maritime  Ltd.,  Golar
Management  Ltd.,  Golar LNG Ltd.,  Golar Khannur Inc., Golar Freeze Inc., Golar
Gimi Inc.,  Golar Hilli Inc.,  Golar LNG 2215  Corporation  and Poten & Partners
Inc.

Charter Guarantee

Guarantee  dated 2 March 2000 from BG  International  Limited in favour of Golar
Gimi Inc. (in respect of long term charter)

Management Agreement

Management  Agreement  dated 1 January 1999  between  Golar Gimi Inc. and Osprey
Maritime Management Limited.

M/V KHANNUR

Charter

Short term pre-emption charter dated 30 November 2000 between Golar Khannur Inc.
and Methane  Services  Limited  entered  into  pursuant to the Master  Agreement
covering period until delivery under long term charter.

Long term charter  dated 25 October 2001 between  Golar Khannur Inc. and Methane
Services Limited.

Omnibus  agreement  dated 25 October  2001 between  Methane  Services  Ltd.,  BG
International  Ltd., BG Asia Pacific PTE.  Ltd.,  Osprey  Maritime  Ltd.,  Golar
Management  Ltd.,  Golar LNG Ltd.,  Golar Khannur Inc., Golar Freeze Inc., Golar
Gimi Inc.,  Golar Hilli Inc.,  Golar LNG 2215  Corporation  and Poten & Partners
Inc.

Charter Guarantee

Guarantee dated 30 November 2000 from BG International Limited in favour of
Golar Khannur Inc. (in respect of long term charter).

Management Agreement

Management  Agreement dated 1 January 1999 between Golar Khannur Inc. and Osprey
Maritime Management Limited.


                                    Page 126
<Page>

M/V GOLAR FREEZE

Charter

Short term pre-emption  charter dated 7 September 2000 between Golar Freeze Inc.
and Methane Services Limited entered into pursuant to the Master Agreement, such
charter to expire on 31 December 2009 subject to charterer's option to extend or
enter  into a long term  charter  in  accordance  with the  terms of the  Master
Agreement as amended by Addendum No. 1 dated 25 October 2001.

Long term charter dated 25 September  2002 between Golar Freeze Inc. and Methane
Services Limited.

Omnibus  agreement  dated 25 October  2001 between  Methane  Services  Ltd.,  BG
International  Ltd., BG Asia Pacific PTE.  Ltd.,  Osprey  Maritime  Ltd.,  Golar
Management  Ltd.,  Golar LNG Ltd.,  Golar Khannur Inc., Golar Freeze Inc., Golar
Gimi Inc.,  Golar Hilli Inc.,  Golar LNG 2215  Corporation  and Poten & Partners
Inc.

Charter Guarantee

Guarantee dated 7 September 2000 from BG International  Limited and in favour of
Golar    Freeze    Inc.    (in    respect   of   the   short   term    charter).

Management Agreement

Management  Agreement  dated 1 January 1999 between Golar Freeze Inc. and Osprey
Maritime Management Limited.


In this  Schedule  12 "Master  Agreement"  means the master  agreement  dated 12
August 1999 as amended by addendum  no. 1 thereto  dated 5 January  2000 between
Golar Khannur Inc., Golar Freeze Inc., Golar Gimi Inc., Golar Hilli Inc., Osprey
Maritime and Methane Services Limited.


                                    Page 127
<Page>


                                   Schedule 13

                                     Form of
                             Co-ordination Agreement

                                     between

                               Den norske Bank ASA
                               as First Mortgagee



                                       and


                         Golar Gas Holding Company, Inc.
                                   as Borrower


                                       and


                              Nordea Bank Norge ASA
                               as Second Mortgagee





                         -------------------------------
                                 Second Priority
                                 Credit Facility
                                Agreement for an
                                   amount not
                                  exceeding USD
                                60,000,000 dated
                                 11 October 2002
                         -------------------------------




                                 VOGT & WIIG AS

                                    Page 128
<Page>

THIS  CO-ORDINATION  AGREEMENT (the "Agreement")  dated [ ] October 2002 is made
between:


1.      GOLAR GAS HOLDING COMPANY,  INC., a company incorporated in the Republic
        of  Liberia,  having  its  registered  office  is  at 80  Broad  Street,
        Monrovia. Liberia (the "Borrower");

2.      DEN NORSKE BANK ASA, Stranden 21, 0021 Oslo, Norway  (hereinafter called
        the  "First  Mortgagee",   which  expression   includes  its  respective
        successors and assignees); and

3.      NORDEA BANK NORGE ASA,  P.O.Box 1166  Sentrum,  Middelthunsgt.  17, 0368
        Oslo,  Norway  (hereinafter   called  the  "Second   Mortgagee",   which
        expression includes its respective successors and assignees).

WHEREAS:

(A)     Golar Gas  Cryogenics  Inc.,  Golar Hilli Inc.,  Golar Gimi Inc.,  Golar
        Khannur Inc. and Golar Freeze Inc., all being companies incorporated and
        existing  under  the  laws of the  Republic  of  Liberia,  (the  "Owning
        Companies") are the owners of the following vessels; M/V "GOLAR SPIRIT",
        M/V "HILLI",  M/V "GIMI", M/V "KHANNUR" and M/V "GOLAR FREEZE" (together
        referred  to as the  "Vessels")  all  registered  in the  Liberian  Ship
        Registry.

(B)     Pursuant  to,  and  subject to the terms and  conditions  of a term loan
        facility  agreement dated 31 May 2001 (as the same may have been and may
        hereafter  from  time to  time  be  amended  referred  to as the  "First
        Agreement")  entered  into by and between  among others the Borrower and
        the First  Mortgagee as security agent on behalf of a syndicate of banks
        (the "First Banks"), the First Banks have made available to the Borrower
        a loan in the amount of USD 325,000,000  (the "First  Facility") for the
        purpose  of  enabling  the  Borrower  to  refinance   certain   existing
        indebtedness in respect of the Vessels,  and provide  liquidity  support
        and working capital.

        As security for the First Facility and all other sums owing to the First
        Banks under the First  Agreement  and the First  Securities  (as defined
        below) (together the "First Indebtedness"), i.a. the following documents
        have been executed:

        (i)     first priority Liberian mortgages (hereinafter called the "First
                Mortgages"),  in favour of the First Mortgagee (on behalf of the
                First Banks) registered against each of the Vessels;

        (ii)    first  priority  deeds of  assignment  dated 31 May 2001 between
                each of the Owning  Companies and the First Mortgagee (on behalf
                of the First Banks) (the "First Deeds of Assignment") in respect
                of  i.a.  each  of the  Owning  Companies'  present  and  future
                interest under:

                (a)     the  earnings  of the  relevant  Vessel  payable  to the
                        relevant Owning Company,

                (b)     the insurance  proceeds in respect of all insurances for
                        the relevant Vessel and all other amounts payable to the
                        relevant  Owning  Company in  relation  to the  relevant
                        Vessel;


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<Page>

                (c)     the charters of the Vessels from time to time; and

                (d)     requisition   compensation   as  defined  in  the  First
                        Agreement,

        (iii)   a first priority bank account pledges and  assignments  dated 31
                May 2001 between the Borrower and the First Mortgagee (on behalf
                of the First Banks) (the "First Pledge of Accounts");

        (iv)    first  priority  share  pledges  dated  31 May  2001between  the
                Borrower and the First  Mortgagee (on behalf of the First Banks)
                under which the  Borrower  has pledged all of its shares in each
                of the Owning  Companies,  Oxbow and Golar  Maritime (the "First
                Pledge of Shares"); and

        (v)     a guarantee issued by the Owning Companies, Oxbow and Golar
                Maritime dated 31 May 2001 in favour of the First Mortgagee as
                security for the Borrower's obligations under the First
                Agreement (the "First Guarantee").

        The First Mortgages, the First Deeds of Assignment,  the First Pledge of
        Accounts,  the  First  Guarantee  and the First  Pledge  of  Shares  are
        hereinafter  called the "First Securities" as the same may have been and
        may hereafter from time to time be amended.

(C)     Pursuant to, and subject to a second priority credit  agreement dated 11
        October 2002 (the "Second  Agreement") entered into by and between among
        others the  Borrower  and the Second  Mortgagee  as agent on behalf of a
        syndicate of banks (the "Second Banks"), the Second Banks have agreed to
        make  available  to the  Borrower  a second  priority  loan of up to USD
        60,000,000 (the "Second Facility").

        As  security  for the  Second  Facility  and all other sums owing to the
        Second Banks under the Second  Agreement and the Second  Securities  (as
        defined below) (together the "Second Indebtedness"),  i.a. the following
        documents will be executed:

        (i)     second  priority  Liberian  mortgages  (hereinafter  called  the
                "Second  Mortgages"),  in favour  of the  Second  Mortgagee  (on
                behalf  of the  Second  Banks)  registered  against  each of the
                Vessels;

        (ii)    second  priority  deeds of assignment  dated [ ] between each of
                the Owning  Companies and the Second Mortgagee (on behalf of the
                Second Banks) (the "Second Deeds of  Assignment")  in respect of
                i.a. each of the Owning  Companies'  present and future interest
                under:

                (a)     the  earnings  of the  relevant  Vessel  payable  to the
                        relevant Owning Company,

                (b)     the insurance  proceeds in respect of all insurances for
                        the relevant Vessel and all other amounts payable to the
                        relevant  Owning  Company in  relation  to the  relevant
                        Vessel;


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<Page>

                (c)     the charters of the Vessels from time to time; and

                (d)     requisition  compensation as defined in the Second Deeds
                        of Assignment,

        (iii)   a second  priority  bank  account  pledge  dated [ ] between the
                Borrower  and the  Second  Mortgagee  (on  behalf of the  Second
                Banks) (the "Second Pledge of Accounts");

        (iv)    second priority share pledges dated [ ] October 2002 between the
                Borrower  and the  Second  Mortgagee  (on  behalf of the  Second
                Banks) under which the Borrower has pledged all of its shares in
                each of the  Owning  Companies,  Oxbow and Golar  Maritime  (the
                "Second Pledge of Shares");

        (v)     a  guarantee  issued by the  Owning  Companies,  Oxbow and Golar
                Maritime  dated  [ ]  October  2002  in  favour  of  the  Second
                Mortgagee as security for the Borrower's  obligations  under the
                Second Agreement (the "Second Guarantee"); and

        (vi)    first  priority  share pledge dated [ ] October 2002 between the
                Parent and the Second  Mortgagee (on behalf of the Second Banks)
                under  which the  Parent  has  pledged  all of its shares in the
                Borrower (the "Pledge of Borrower Shares").

        The Second Mortgages, the Second Deeds of Assignment,  the Second Pledge
        of Accounts,  the Second Pledge of Shares, the Pledge of Borrower Shares
        and the Second Guarantee are hereinafter called the "Second  Securities"
        as the  same  may  have  been  and may  hereafter  from  time to time be
        amended.

(D)     This Agreement  sets out (inter alia) the terms and conditions  upon and
        subject to which the First Mortgagee  consents to the Borrower  granting
        in favour of the Second Mortgagee the Second Securities.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1       Consent of the First Mortgagee

        Subject  to the  terms  and  conditions  of this  Agreement,  the  First
        Mortgagee  (on  behalf  of  the  First  Banks)  hereby  consents  to the
        execution and registration (where relevant) of the Second Securities.

        The First Mortgagee  agrees on behalf of itself and the First Banks that
        nothing  contained in this Agreement,  the First Agreement or the Second
        Agreement  shall oblige the Second  Mortgagee to monitor or otherwise be
        responsible for the Borrower's  performance of its obligations under the
        First Agreement and the First Securities.

        The First  Mortgagee  agrees that so long as the First  Pledge of Shares
        shall  remain in full  force and  effect,  the  First  Mortgagee  shall,
        subject to the rights of the First  Banks,  hold the share  certificates
        for the Second  Mortgagee,  as security agent for the Second Banks under
        the Second Pledge of Shares, and that upon release from the First Pledge
        of Shares,  the First Mortgagee shall deliver the share  certificates to
        the Second Mortgagee.


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        The First  Mortgagee  (as  security  agent for the First Banks) upon the
        request of the Borrower  and in  consideration  of the Second  Mortgagee
        agreeing and  undertaking  in the manner  hereinafter  contained  hereby
        consents  to the  granting  by the  Borrower  in  favour  of the  Second
        Mortgagee and the execution and registration (as the case may be) of the
        Second Securities.

2       The First Mortgagee's undertakings

        The First  Mortgagee  (on behalf of the First Banks)  hereby  agrees and
        undertakes  with the  Second  Mortgagee  that it will  notify the Second
        Mortgagee  as soon as  practicable  if it intends to enforce  any of its
        rights or powers  under the First  Securities  (other  than its right to
        demand  payment  of any monies  secured  thereby)  whereupon  the Second
        Mortgagee  shall have the option (to be  exercised  within 15  Norwegian
        banking days from receipt of such  notification  during which period the
        First Mortgagee will not complete  enforcement of any of its said rights
        and  powers,  unless,  in the case of  emergency,  the Second  Mortgagee
        agrees to any such  enforcement,  such  consent  not to be  unreasonably
        withheld) of paying to the First Mortgagee  within the said period of 15
        Norwegian  banking days all monies then secured by the First  Securities
        against an assignment and transfer of the First  Securities  that may be
        transferable to and at the expense of the Second Mortgagee such transfer
        to the Second  Mortgagee  to be by way of transfer  certificates  issued
        pursuant  to clause 15 of the First  Agreement  in respect of all of the
        rights and  obligations of the First Banks under the First  Agreement in
        their capacity as First Banks and any related  documents  (including the
        First Agreement,  the First Securities and this Agreement) evidencing or
        regulating  or securing any moneys so due by way of  documentation  in a
        form and substance  reasonably  satisfactory to the Second Mortgagee but
        on a non-recourse  basis and without any express or implied  warranty or
        representation  by the First Banks as to the validity or  enforceability
        of the First Agreement and/or the First  Securities  and/or such related
        documents or as to the  recoverability  of any moneys  thereunder).  The
        First  Mortgagee  shall not be liable to the  Second  Mortgagee  for any
        failure or delay in giving  notice of its intention to enforce and shall
        not be liable to the Second Mortgagee in respect of any loss,  damage or
        liability  incurred  by  the  Second  Mortgagee  arising  out  of  or in
        connection  with the First  Mortgagee's  failure or delay in giving such
        notice.

        Without  prejudice to this Clause 2, nothing  herein shall  preclude the
        right of the First  Mortgagee to demand  payment of any money secured by
        the First  Securities  or preclude the First  Mortgagee  from taking any
        action whatsoever in accordance with the First Securities.

        The First  Mortgagee is not  responsible  for the due performance by the
        other First Banks of the obligations  undertaken on their behalf in this
        Agreement and no First Bank shall be liable to the Second  Mortgagee for
        any  failure  on the part of  another  First  Bank to  perform  the said
        obligations.

3        The Second Mortgagee's undertakings

        In consideration of the agreement herein contained, the Second Mortgagee
        (on behalf of the Second Banks) hereby agrees and undertakes that:

        a)      the  security  constituted  or to be  constituted  by the Second
                Securities  shall in all respects be subordinated to and rank in
                priority  subsequent  to  the  security  constituted  or  to  be
                constituted by the First Securities;

        b)      the  Second  Securities  shall not be applied  as  security  for
                loans,  facilities or contracts other than the Second  Facility,
                and shall never exceed USD  60,000,000,  plus  interest and cost
                and expenses as provided for in the Second Agreement;

                                    Page 132
<Page>

        c)      at the same time as giving  any  formal  notice to the  Borrower
                that an Event of Default  (as  defined in the Second  Agreement)
                has occurred, notify the First Mortgagee thereof;

        d)      in the  event  that the  First  Mortgagee  declares  an event of
                default under the First  Agreement and following  receipt by the
                Second Mortgagee of notice from the First Mortgagee  pursuant to
                Clause 2, any monies received thereafter by the Second Mortgagee
                under the  Second  Securities,  shall  forthwith  be paid to the
                First  Mortgagee  until all sums due under the First  Facilities
                and/or the First Securities have been fully paid;

        e)      it will not make or  allow  to be made any  material  variation,
                amendment or supplement to any of the Second Securities or agree
                to or make any accelerations in the repayment schedule under the
                Second  Agreement  unless  the funds  used for such  accelerated
                repayment  derive from funds generated  outside the Borrower and
                Subsidiaries  (including Oxbow and Golar Maritime),  without the
                previous written consent of the First Mortgagee;

        f)      it shall not assign, transfer or otherwise dispose of its rights
                or obligations  under any of the Second  Securities to any other
                party  whatsoever  unless such party has first  entered  into an
                agreement  with  the  First  Mortgagee  in  form  and  substance
                satisfactory to the First Mortgagee;

        g)      it will not take any  action  to  enforce  any  claim or seek to
                exercise any of its rights under the Second  Securities  or give
                any notice of  redirection  to the Charterers (as defined in the
                Second  Deeds of  Assignment)  or  Insurers  (as  defined in the
                Second  Agreement)  under the notices of assignment  pursuant to
                the Second Deeds of Assignment, unless either (1) all monies due
                or to become  due to the  First  Mortgagee  and the First  Banks
                (including  all accrued  interest  and other  monies)  under the
                terms of the First Agreement and/or the First  Securities,  have
                been  paid in  full  to the  First  Mortgagee  or (2) the  First
                Mortgagee  shall have given its prior  written  consent  thereto
                (which consent the First Mortgagee  (acting on the  instructions
                of the First Banks) shall have full liberty to withhold);

        h)      without  prejudice to its obligations  under Clause 2, the First
                Mortgagee may enforce and make any claims or exercise any rights
                granted to it under the First  Securities or exercise any rights
                which  it has or may  have  at  law  or  otherwise  against  the
                Borrower, the Owning Companies or any of the Vessels or any part
                thereof without prior consultations with the Second Mortgagee;


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        i)      in the event that the First  Mortgagee shall exercise the rights
                and powers granted to it pursuant to the First Agreement  and/or
                the First  Securities  and  hereunder  decide to sell any of the
                Vessels,  whether by forced  auction,  or private  treaty in its
                capacity as  mortgagee  thereof or as  attorney  in-fact for the
                Borrower,  then the First  Mortgagee  shall  notify  the  Second
                Mortgagee  under  the  terms of Clause 2  whereupon  the  option
                referred  to in  Clause 2 shall  apply.  If said  option  is not
                exercised by the Second  Mortgagee,  the Second  Mortgagee shall
                take all such  actions as may be deemed  necessary to consent to
                and  ratify  and  confirm  such  sale  and,  whether  or not the
                proceeds  of  such  sale  shall  or  will  be  sufficient  after
                application  thereof by the First  Mortgagee in discharge of the
                First  Indebtedness  to  discharge  all sums owing to the Second
                Mortgagee,  the Second Mortgagee shall co-operate fully with the
                First  Mortgagee for the purpose of effecting  such sale and, in
                particular,  but without limitation,  the Second Mortgagee shall
                forthwith upon each request of the First Mortgagee  execute such
                discharges and/or  reassignments as may be necessary to complete
                the sale of any of the  Vessels  free of any  mortgage,  charge,
                assignment or other  encumbrances  created by or pursuant to the
                Second  Securities,  provided that the First Mortgagee shall use
                its best  endeavours to ensure that such discharges are effected
                in such manner as shall preserve the Second Mortgagee's right to
                recover any remaining proceeds of such sale following payment to
                the First Mortgagee of the sums secured by the First Securities;
                and

        j)      it has not entered into and will not during the  subsistence  of
                the security  constituted  under the First Securities  knowingly
                enter into any  arrangement in respect of the Second  Securities
                or any transactions related thereto or contemplated thereby with
                the  Borrower  and/or the Owning  Companies  and/or Oxbow and/or
                Golar Maritime  whereby the First  Mortgagee and its security is
                or will be prejudiced and,  without  prejudice to the generality
                of the foregoing, the Second Mortgagee will not serve, or permit
                there to be served, any notice of assignment contained in any of
                the Second Securities unless the form of such notice states that
                such   assignment  is  subject  and  subordinate  to  the  prior
                assignments contained in the First Securities.

        PROVIDED  HOWEVER that nothing  herein shall  preclude the rights of the
        Second  Mortgagee to demand and/or receive payment of any monies secured
        by the Second  Securities or  performance of other  obligations  set out
        therein or in the Second  Agreement or take necessary action with a view
        to  substantiating,  preserving  or  protecting  the Second  Mortgagee's
        interest,  always as long as such  action  does not  interfere  with the
        explicit rights of the First Mortgagee.


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<Page>

4       Borrower's undertakings

        The Borrower  hereby  acknowledges  that the First Mortgagee has entered
        into this  Agreement  at the  request  of the  Borrower  and the  Second
        Mortgagee  and  accordingly  the  Borrower  consents to all of the terms
        hereof and their implementation and undertakes to the First Mortgagee to
        do all such  things and  execute all such  documents  whatsoever  as the
        First  Mortgagee  may  reasonably  require from time to time in order to
        implement such terms.

5       Variations to the First Agreement and/or First Securities

        The First  Banks may at any time and from  time to time  agree  with the
        Borrower or any other party variations, amendments or supplements to the
        First  Agreement  and/or  any  of the  First  Securities  without  prior
        consultation  with the Second  Mortgagee,  save for any  increase in the
        amount of the First Facility which shall be subject to the prior written
        approval  of the  Second  Mortgagee.  Any  and  all  documents  executed
        pursuant to, or to implement, such variations, amendments or supplements
        shall  from and  after  execution  be  deemed  for the  purpose  of this
        Agreement to be an integral part of the First  Securities and shall rank
        in priority to the relevant Second  Securities and the Second  Mortgagee
        shall  enter into such  documents  with the First  Mortgagee  and/or the
        First  Banks as the First  Mortgagee  may  require to maintain or confer
        such priority.

6       Application of monies

        a)      On  completion  of sale,  either by forced  auction  or  private
                treaty, the sale proceeds of any of the Vessels shall be applied
                as follows and in the order mentioned:

                (i)     First:  in respect of all costs and expenses  whatsoever
                        incurred in or about and incidental to the said sale.

                (ii)    Second:  in or towards  satisfaction of all prior claims
                        (being any claims,  liabilities or debts owed and taking
                        priority in respect of such  proceeds  over the security
                        constituted  by the  First  Securities  and  the  Second
                        Securities) secured on the relevant Vessel.

                (iii)   Third:  in or towards payment of all sums secured by the
                        First Securities.

                (iv)    Fourth: in or towards payment of all sums secured by the
                        Second Securities.

                (v)     Fifth:  the  balance,  if  any,  shall  be  paid  to the
                        Borrower and/or to whomsoever shall be entitled thereto.

        b)      Any  amount  received  by the First  Mortgagee  under any of the
                First   Securities   shall  be  applied   against   any  amounts
                outstanding   under  any   obligations   secured  by  the  First
                Securities  in  accordance  with  the  provisions  of the  First
                Securities.

                Subject  to the  Borrower  being in  default  under  the  Second
                Agreement,  the  balance,  if any,  shall be paid to the  Second
                Mortgagee and be applied  against the amount  outstanding  under
                the Second Facility at the time of default.

                The balance,  if any,  shall be paid to the Borrower,  and/or to
                whomsoever shall be entitled hereto.

7       Notices

        All  notices or other  communications  under the  Agreement  shall be in
        writing and shall be deemed to be duly given or made and  received  when
        delivered  (in  the  case of  personal  delivery  or  letter)  and  when
        despatched (in the case of facsimile or other electronic  communication)
        to such party addressed to it at the address appearing below (or at such
        address as such party may hereafter notify to the other) -

        a)      To the Borrower:  c/o Golar Management  Limited,  30 Marsh Wall,
                London E14 9TP, United Kingdom, telefax number + 44 20 7517 8601


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        b)      To the First Mortgagee:  Den norske Bank ASA,  Stranden 21, 0021
                Oslo, Norway, telefax number + 47 22 48 28 94

        c)      To the Second  Mortgagee:  Nordea Bank Norge ASA,  P.O. Box 1166
                Sentrum, 0107 Oslo, Norway, telefax number + 47 22 49 66 68

        A written  notice  includes  a notice by  facsimile,  or other  means of
        communication in permanent written form. A notice or other communication
        received on a non-working  day or after  business  hours in the place of
        receipt shall be deemed to be served and received on the next  following
        working day in such place.

8       Costs and expenses

        The Borrower  hereby agrees to pay to each of the First Mortgagee or the
        Second  Mortgagee  (a  "Mortgagee")  on demand  all  costs and  expenses
        (including legal and out-of- pocket expenses) from time to time incurred
        by  either  Mortgagee  (or the  First  Banks  or the  Second  Banks)  in
        connection  with  negotiation,   preparation,   execution,   completion,
        enforcement,  attempted  enforcement and performance of, or preservation
        of any rights  under  this  Agreement,  together  with  interest  at the
        default rate referred to in clause 3.4 of the First  Agreement or clause
        7.4 of the Second  Agreement (as the case may be) from the date on which
        such  expenses  were  incurred  to the date of payment (as well after as
        before judgment).

9       Effect of this Agreement

9.1     Preservation of security

        Nothing  contained in this  Agreement  shall as between the Borrower and
        the First Mortgagee and the Borrower and the Second  Mortgagee affect or
        prejudice any rights, power or remedies of the First Banks or the Second
        Banks  respectively  under their First and Second Securities which shall
        remain in full force and effect  according  to their tenor as  effective
        securities for all money  obligations and liabilities  therein mentioned
        without  limit  subject  to the  ranking  of the  securities  as  herein
        provided.

9.2     No enquiry

        No purchaser  dealing with a Mortgagee or any receiver  appointed by any
        Mortgagee  shall be  concerned  in any way with the  provisions  of this
        Agreement but may assume that such Mortgagee or any such receiver as the
        case  may be is  acting  in  accordance  with  the  provisions  of  this
        Agreement.

9.3     Waivers, etc.

        Each Mortgagee shall be entitled without  reference to another Mortgagee
        to grant time or indulgence  and to release  compound or otherwise  deal
        with or receive  moneys from any person  liable or to deal with exchange
        release modify or abstain from perfecting or enforcing any of the rights
        which it may now or  hereafter  have  against the  Borrower or otherwise
        without prejudicing its rights under this Agreement.

9.4     Duration

        This  Agreement  shall remain in full force and effect until either full
        and irrevocable payment and discharge of both the First Indebtedness and
        the Second  Indebtedness or final discharge and release and reassignment
        of the security constituted by the Second Securities.

10      Counterparts

        This  Agreement  may be  entered  into  in  the  form  of  two  or  more
        counterparts,  each executed by one or more of the parties and, provided
        all the parties  shall so execute this  Agreement,  each of the executed
        counterparts when duly exchanged or delivered,  shall be deemed to be an
        original but, taken together, they shall constitute one instrument.


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<Page>

11      Severability of provisions

        Each of the provisions in this Agreement are severable and distinct from
        the  others,  and if at any  time one or more of such  provisions  is or
        becomes invalid,  illegal or unenforceable,  the validity,  legality and
        enforceability  of the remaining  provisions of this Agreement shall not
        in any way be affected or impaired thereby.

12      Jurisdiction

        For the  benefit of the  Second  Mortgagee  and each  Second  Bank,  the
        Borrower  and the First  Mortgagee  agree that only the courts of Norway
        shall have  jurisdiction  to settle any disputes in connection with this
        Agreement and accordingly  submits to the non-exclusive  jurisdiction of
        Oslo  tingrett.  Nothing in this  Clause 12 shall limit the right of the
        Second  Mortgagee  or any Second Bank to start  proceedings  against the
        Borrower  or  the  First  Mortgagee  in any  other  court  of  competent
        jurisdiction.

13      Governing law

        This Agreement shall be governed by Norwegian law.

14      Service of process

        Without prejudice to any other mode of service, the Borrower:

        a)      irrevocably  appoints Frontline  Management AS as its agents for
                service  of  process  relating  to any  proceedings  before  the
                Norwegian courts in connection with this Agreement;

        b)      agrees that  failure by its process  agent to notify them of the
                process will not invalidate the proceedings concerned; and

        c)      consents  to the  service  of  process  to any such  proceedings
                before the Norwegian  courts by posting of a copy of the process
                to Frontline  Management  AS,  Bryggegt.  3, P.O. Box 1327 Vika.
                0112 Oslo, Norway.

IN WITNESS  WHEREOF the parties  hereto  have caused this  Agreement  to be duly
executed and delivered the day and the year first above written.

The Borrower:

GOLAR GAS HOLDING COMPANY, INC.

By:
Name:
Title:

The First Mortgagee:
- --------------------

DEN NORSKE BANK ASA

By:
Name:
Title:


The Second Mortgagee:
- ---------------------

NORDEA BANK NORGE ASA

By:
Name:
Title:


                                    Page 137
<Page>

                                   SIGNATORIES

The Borrower:
- -------------

GOLAR GAS HOLDING COMPANY, INC.

By:
Name:
Title:

The Agent:
- ----------

NORDEA BANK NORGE ASA

By:
Name:
Title:

The Banks:
- ----------

NORDEA BANK NORGE ASA

By:
Name:
Title:


DEN NORSKE BANK ASA

By:
Name:
Title:


FORTIS BANK (NEDERLAND) N.V.

By:
Name:
Title:


The Arrangers:
- --------------

NORDEA BANK NORGE ASA

By:
Name:
Title:

DEN NORSKE BANK ASA

By:
Name:
Title:

FORTIS BANK (NEDERLAND) N.V.
C
By:
Name:
Title:



                                    Page 138

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>16
<FILENAME>a2094458zex-8_1.txt
<DESCRIPTION>EXHIBIT 8.1
<TEXT>
<Page>

                                                                     EXHIBIT 8.1

                                  SUBSIDIARIES

<Table>
<Caption>
                      NAME OF SUBSIDIARY
                 AS SPECIFIED IN CHARTER AND                          JURISDICTION OF
                            d/b/a                                      INCORPORATION
- --------------------------------------------------------------  -----------------------------
<S>                                                                <C>
Gotaas-Larsen Shipping Corporation............................            Liberia
Golar Maritime Limited........................................            Bermuda
Golar Management Limited......................................            Bermuda
Gotaas-Larsen International Limited...........................            Liberia
Golar International Limited...................................            Liberia
Golar Gas Holding Company Inc.................................            Liberia
Golar Gas Cryogenics Inc......................................            Liberia
Golar Freeze Inc..............................................            Liberia
Golar Hilli Inc...............................................            Liberia
Golar Khannur Inc.............................................            Liberia
Golar Gimi Inc................................................            Liberia
Golar Maritime (Asia) Inc.....................................            Liberia
Faraway Maritime Shipping Inc.................................            Liberia
Aurora Management Inc.........................................            Liberia
Oxbow Holdings Inc............................................     British Virgin Islands
Faraway Maritime Shipping Inc.................................            Liberia
Aurora Management Inc.........................................            Liberia
Golar LNG 1444 Corporation....................................            Liberia
Golar LNG 2215 Corporation....................................            Liberia
Golar LNG 1460 Corporation....................................            Liberia
Golar LNG 2220 Corporation....................................            Liberia
</Table>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>17
<FILENAME>a2094458zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<Page>

                                                                    EXHIBIT 10.1

[FEARNLEYS A/S LOGO]

                                     TELEFAX
================================================================================
     FEARNLEY CONSULTANTS A/S
     Fearnleys A/S                             Tel.:    +47 22 93 61 21
     Grev Wedels Plass 9, Oslo, Norway,        Telefax: +47 22 93 61 10/50
     P.O. Box 1158 Sentrum, N-0107 Oslo        e-mail: fconsultants@fearnleys.no
================================================================================

To:           Golar LNG Ltd
              ------------------------------------------------------------------
Attn:         Tor Tiller
              ------------------------------------------------------------------
Telefax no:
              ------------------------------------------------------------------
From:         Fearnleys A/S
              ------------------------------------------------------------------
Date:         10.04.02
              ------------------------------------------------------------------
Subject       Golar LNG Ltd. Prospectus
              ------------------------------------------------------------------
No of Pages:  1                          incl. this coversheet
              --------------------------
================================================================================

  To Whom it may Concern

  This is to confirm that Fearnleys permit the usage of our Data in the
  prospectus for Golar LNG Ltd. With proper references to source.

  While information and data is given in good faith, Fearnleys AS cannot accept
  liability for any errors of fact or opinion.


  /s/ Sverre B. Svenning
  ----------------------
  Sverre B. Svenning

  Fearnleys A/S


                                IMPORTANT NOTICE:
      This communication contains confidential information intended for the
 exclusive use of the individual or entity named above. If the recipient of this
  communication is not the addressee or a person responsible for delivering the
  message to the addressee, you are hereby put on notice that you are strictly
   prohibited from reading, using, retaining, disseminating, distributing, or
  copying this communication. If you have received this communication in error,
           please immediately notify us by telephone and destroy this
                        entire communication. Thank you.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>18
<FILENAME>a2094458zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<Page>

                                                                    EXHIBIT 10.2

[PETROLEUM ECONOMIST LETTERHEAD ]


         Mr Christian Fett
         Fearnleys

         By Fax
         04-04-02

         Dear Mr Fett

         This is to confirm that you have permission to source Petroleum
         Economist - Fundamentals of the Global LNG Industry in the prospectus
         for Golar LNG.

         Yours sincerely

         Derek Bamber

         /s/ Derek Bamber

         Managing editor

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>19
<FILENAME>a2094458zex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<Page>

                                                                    EXHIBIT 10.3

[LETTERHEAD]


                        L E T T E R  O F  A G R E E M E N T

IEA/OLC(02)042                                               Paris, 9 April 2002

     Per-Christian Fett
     Fearnleys A/S
     P.O. Box 1158 Sentrum
     N-0107 Oslo
     Norway

     Dear Mr. Fett,

          Further to your request to Mieke Reece of the Energy Statistics
     Division of the IEA, dated 4 April 2002, I am pleased to inform you that
     the OECD/IEA hereby authorizes you to refer, in your prospectus relating to
     the introduction to listing of the shares of Golar LNG Limited in the US
     market, to page 1.7 of the IEA publication "Natural Gas Information (2001
     edition)", using the following language:

          "Natural gas has been over the last two decades, and is expected to
          be, one of the world's fastest growing energy sources over the next 20
          years. Already responsible for 25% of the world's energy supply, the
          International Energy Agency, or IEA, projects that demand for natural
          gas will rise by 2.7% per annum over the next two decades. According
          to the IEA, new power plants are expected to provide the majority of
          this incremental demand."

          This authorization is subject to the following conditions.

          -    that the OECD/IEA receive 1 free copy of your prospectus
               including the hereabovementioned reference;

          -    that you give full acknowledgement to the OECD/IEA as being the
               source of the material reproduced and, in conformity with the
               Universal Copyright Convention, that there be in your magazine a
               copyright notice in the following form:

               (C) OECD/IEA, 2001;

          The OECD/IEA makes no express or implied warranties concerning the
     publication or the authorization granted, particularly no warranty of
     accuracy or fitness for a particular purpose or use and no warranty against
     infringement of the proprietary or other rights of third parties.

<Page>

          The OECD/IEA shall not be liable for any damages or losses whatsoever
     in connection with or arising out of the use or publication of the
     hereabovementioned reference, and Fearnleys A/S would indemnify and hold
     the OECD/IEA harmless against all actions, claims, damages and costs
     occasioned to the OECD/IEA and arising out of any claim.

          This agreement will become effective upon our receipt of one copy
     thereof bearing your signature.

          I look forward to receiving confirmation of your approval of the
     agreement.

                                Yours sincerely,

                                /s/ Sylvie Decaen
                                  Sylvie Decaen
                            IEA Deputy Legal Counsel


     We agree ...

     Mr. Per-Christian Fett
     for Fearnleys A/S

     Date ...

</TEXT>
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