GULFMARK INTERNATIONAL INC. as guarantor and THE CHASE MANHATTAN BANK, N.A. as lender AGREEMENT AMENDING AND RESTATING A LOAN FACILITY DATED 8 JULY 1993

   1

                                                                   EXHIBIT 10.18




                           GULFMARK NORTH SEA LIMITED
                    GULF OFFSHORE MARINE INTERNATIONAL INC.
                             as principal borrowers


                           GULF OFFSHORE N.S. LIMITED
                          GULF OFFSHORE FAR EAST, INC.
                             as permitted borrowers


                          GULFMARK INTERNATIONAL INC.
                                  as guarantor

                                      and

                         THE CHASE MANHATTAN BANK, N.A.
                                   as lender





                   _________________________________________

                                   AGREEMENT
                            AMENDING AND RESTATING A
                        LOAN FACILITY DATED 8 JULY 1993

                   __________________________________________
   2
THIS AGREEMENT is made the 20 May 1994

BETWEEN

(1)          GULFMARK NORTH SEA LIMITED ("GNS") and GULF OFFSHORE MARINE
             INTERNATIONAL INC. ("GOMI") (together the "PRINCIPAL BORROWERS");

(2)          GULF OFFSHORE N.S. LIMITED ("GONS") and GULF OFFSHORE FAR EAST
             INC. ("GOFE") (together the "PERMITTED BORROWERS");

(3)          GULFMARK INTERNATIONAL INC. (the "GUARANTOR");  and

(4)          THE CHASE MANHATTAN BANK, N.A. (the "BANK").

WHEREAS

(A)          Pursuant to a facility agreement dated 8 July 1993 (the "FACILITY
             AGREEMENT") entered into between the Bank, the Guarantor, the
             Principal Borrowers and the Permitted Borrowers, the Bank granted
             to the Borrowers, upon the terms and subject to the conditions
             therein set forth, a loan facility in an aggregate amount of
             L.3,300,000.

(B)          The parties have agreed to amend the Facility Agreement.

(C)          The amendments referred in (B) above are to be documented by way
             of amendment and restatement of the Facility Agreement as
             hereinafter described.

NOW IT IS HEREBY AGREED as follows:

1.           INTERPRETATION

             In this Agreement (and in the Recitals):

                      (a)             "EFFECTIVE DATE" means the date hereof or
                                      such other date as the parties may agree;

                      (b)             terms defined in the Facility Agreement
                                      (on the assumption that the Effective
                                      Date has occurred) bear the same meaning
                                      herein.


2.           AMENDMENT AND RESTATEMENT

             The Facility Agreement shall, as of the Effective Date, be amended
             and restated so as to conform with the copy attached hereto as The
             Annex.

3.           REPRESENTATIONS





                                     -1-
   3
             The Borrowers represent and warrant in the terms of Clause 16 of
             the Facility Agreement (as if the Effective Date had occurred and
             as if such representations were made on the date hereof and as if
             the expression "this Agreement" referred to this Amendment
             Agreement).

4.           COUNTERPARTS

             This Agreement may be executed in any number of counterparts
             which, when taken together, shall constitute but one and the same
             instrument and shall be governed by and construed in accordance
             with English law.

5.           COVENANT

             Each of the Obligors covenants to provide to the Agent within 3
             months of the date hereof a copy, certified by a duly authorised
             officer of such Obligor, of a Board Resolution of such Obligor
             approving and ratifying the execution, delivery and performance of
             this Amendment Agreement. Failure by any Obligor to provide such
             Board Resolution will be construed, for the purposes of the
             Facility Agreement as an Event of Default and the Bank will be
             entitled to act in accordance with, and exercise all its rights
             under, the provisions of Clause 20 thereof.

6.           MISCELLANEOUS

6.1          Clauses 28, 29, 30, 31.1, 34, 35, 37 and 38 of the Facility
             Agreement shall apply MUTATIS MUTANDIS to this Agreement (and as
             if references therein to the Facility Agreement were references to
             this Agreement).

6.2          The Facility Agreement shall continue in full force and effect as
             so amended and restated and all references therein herein and in
             the other Finance Documents to the "FACILITY AGREEMENT" or to the
             "AGREEMENT" or similar terms shall be deemed to be references to
             the Facility Agreement as so amended and restated.

AS WITNESS the hands of the representatives of the parties hereto the day and
year first before written.





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   4
THE BORROWERS


GULFMARK NORTH SEA LIMITED
as principal borrower

by:                  /s/ XXXXX XXXXXX

                     /s/ XXXXXXXXX XXXXXXX

Address:                 00 Xxxxxxxxx Xxxx
                         Xxxxxx XX00 0XX

Attention:               Xxxxx Xxxx




GULF OFFSHORE MARINE INTERNATIONAL INC.
as principal borrower

by:                  /s/ XXXXX XXXXXX

Address:                 000 Xxxxxx Xxxxxx Xxxxxxx
                         Xxxxx 000
                         Xxxxxxxxx
                         Xxxxxxxxx 00000
                         X.X.X.

Attention:               Xxxxx Xxxxxxxx



GULF OFFSHORE N.S. LIMITED
as permitted borrower

by:                  /s/ XXXXX XXXXXX

                     /s/ XXXXXXXXX XXXXXXX

Address:                 00 Xxxxxxxxx Xxxx
                         Xxxxxx XX00 0XX

Attention:               Xxxxx Xxxx





                                     -3-
   5
GULF OFFSHORE FAR EAST INC.
as permitted borrower

by:                  /s/ XXXXX XXXXXX



Address:                 000 Xxxxxx Xxxxxx Xxxxxxx
                         Xxxxx 000
                         Xxxxxxxxx
                         Xxxxxxxxx 00000
                         U.S.A

Attention:               Xxxxx Xxxxxxxx


THE GUARANTOR

GULFMARK INTERNATIONAL INC.

by:                  /s/ XXXXX XXXXXX



Address:                 0 Xxxx Xxx Xxxxxxxxx
                         Xxxxx 0000
                         Xxxxxxx
                         Xxxxx 00000
                         X.X.X.

Attention:               Xxxxx Xxxxxx


THE BANK

THE CHASE MANHATTAN BANK, N.A.

By:                  /s/ X. XXXXXX

Address:                 Xxxxxxxx Xxxxx
                         Xxxxxxx Xxxxxx
                         Xxxxxx XX0X 0XX

Attention:               Global Petroleum
Facsimile:               962 5030
Telex:                   8954681 CMB G





                                     -4-
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                                    CONTENTS



CLAUSE                                                                          PAGE
                                                                             

1.    Interpretation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.    The Facility  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.    Purpose   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.    Conditions Precedent  . . . . . . . . . . . . . . . . . . . . . . . . . .
5.    Availability of the Facility  . . . . . . . . . . . . . . . . . . . . . .
6.    Additional Borrowers  . . . . . . . . . . . . . . . . . . . . . . . . . .
7.    Interest Periods  . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.    Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.    Alternative Interest Rates  . . . . . . . . . . . . . . . . . . . . . . .
10.   Repayment   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.   Cancellation and Prepayment   . . . . . . . . . . . . . . . . . . . . . .
12.   Taxes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13.   Tax Receipts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14.   Increased Costs   . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15.   Illegality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16.   Representations   . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17.   Financial Information   . . . . . . . . . . . . . . . . . . . . . . . . .
18.   Financial Condition and Security Coverage   . . . . . . . . . . . . . . .
19.   Covenants   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20.   Events of Default   . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.   Borrowers Joint and Several Obligations   . . . . . . . . . . . . . . . .
22.   Guarantee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23.   Preservation of Rights  . . . . . . . . . . . . . . . . . . . . . . . . .
24.   Default Interest and Indemnity  . . . . . . . . . . . . . . . . . . . . .
25.   Currency of Account and Payment   . . . . . . . . . . . . . . . . . . . .
26.   Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27.   Set-Off   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28.   Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29.   Costs and Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . .
30.   Benefit of Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . .
31.   Assignments   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32.   Disclosure of Information   . . . . . . . . . . . . . . . . . . . . . . .
33.   Calculations and Evidence of Debt   . . . . . . . . . . . . . . . . . . .
34.   Remedies and Waivers  . . . . . . . . . . . . . . . . . . . . . . . . . .
35.   Partial Invalidity  . . . . . . . . . . . . . . . . . . . . . . . . . . .
36.   Notices   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37.   Law   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38.   Jurisdiction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

   7
                                 THE SCHEDULES


                                                
The First Schedule                    :            Condition Precedent Documents
The Second Schedule                   :            Notice of Drawdown
The Third Schedule                    :            Associated Costs Rate

   8


                                  L.3,300,000

                               FACILITY AGREEMENT

                                    BETWEEN

                           GULFMARK NORTH SEA LIMITED
                    GULF OFFSHORE MARINE INTERNATIONAL INC.

                             AS PRINCIPAL BORROWERS


                           GULF OFFSHORE N.S. LIMITED
                          GULF OFFSHORE FAR EAST INC.


                             AS PERMITTED BORROWERS


                          GULFMARK INTERNATIONAL INC.


                                  AS GUARANTOR


                         THE CHASE MANHATTAN BANK, N.A.


                                   AS LENDER
   9
THIS AGREEMENT is made the 8th day of July, 1993

BETWEEN

(1)   GULFMARK NORTH SEA LIMITED ("GNS") AND GULF OFFSHORE MARINE INTERNATIONAL
      INC. ("GOMI") (TOGETHER THE "PRINCIPAL BORROWERS");

(2)   GULF OFFSHORE N.S. LIMITED ("GONS") AND GULF OFFSHORE FAR EAST INC.
      ("GOFE") (TOGETHER THE "PERMITTED BORROWERS");

(3)   GULFMARK INTERNATIONAL, INC. (THE "GUARANTOR"); AND

(4)   THE CHASE MANHATTAN BANK, N.A. (THE "BANK").


NOW IT IS HEREBY AGREED as follows:

1.    INTERPRETATION

1.1   In this Agreement:

"ADVANCE" means, save as otherwise provided herein, an advance made or to be
made by the Bank hereunder;

"ADDITIONAL BORROWER" means any subsidiary of either of the Principal Borrowers
the entire share capital of which is legally and beneficially owned directly or
indirectly by the Principal Borrowers or either of them and which has become an
Additional Borrower under the Facility pursuant to and in accordance with
Clause 6;

"ADDITIONAL MORTGAGED VESSEL" means any vessel, other than the Vessels, owned
by any of the Borrowers subject to a first priority legal mortgage and a deed
of covenants collateral thereto (or documents conferring a similar security
interest), granted in favour of the Security Trustee as security, inter alia,
for the obligations of the Borrowers hereunder, which mortgage and collateral
deed of covenants (or such documents) have been duly registered, recorded or
filed as required by the Security Trustee and are in full force and effect;

"APPROVED CHARTER" means any charterparty, contract or engagement of
affreightment or for the carriage or transportation of cargo, mail or
passengers or any of them, relating to any of the Mortgaged Vessels, whether
now existing or hereafter entered into by any of the Borrowers or any person,
firm or company on its behalf, the terms of which are approved in writing by
the Bank;

"APPROVED CHARTER EARNINGS" in relation to a Mortgaged Vessel means the amount
of all freights and hires which may be earned by any Borrower during the term
of any approved





                                      -2-
   10
Charter pursuant to the terms and conditions thereof, less the estimated cost
of such Borrower during such term of maintaining and operating the Mortgaged
Vessel to which such Approved Charter relates in accordance with the terms and
conditions hereof and of the mortgage and/or deed of covenants relating to such
Mortgaged Vessel to and such Approved Charter;

"ASSOCIATED COSTS RATE" means, in relation to any Advance or unpaid sum, the
rate determined in accordance with the Third Schedule;

"ANNIVERSARY" means each of the days which are 364, 728, 1092 and 1456 day of
the date hereof, or if such day is not a business day, the next preceding
business day;

"AVAILABLE FACILITY" means, at any time and save as otherwise provided herein,
L.3,300,000 less the amount of each Advance which has then been made hereunder;

"BORROWERS" means the Principal Borrowers, the Permitted Borrowers and any
Additional Borrowers and "BORROWER" means any of them;

"BP FLEET VESSELS" means each of the p.s.v. "Balblair" (to be renamed "Highland
Champion") and  the p.s.v. "Northern Fortress" (to be renamed "Highland
Fortress");

"ENVIRONMENTAL AFFILIATE" means in relation to a party an agent or employee of
that party or a person in a contractual relationship with that party, with
respect to any of the Mortgaged Vessels or its operation or its carriage of
cargo thereon whose acts or omissions have or will have a Material Adverse
Effect;

"ENVIRONMENTAL APPROVALS"  means any permit, license, approval, ruling,
variance, exemption or other authorisation required under applicable
Environmental Laws;

"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 Laws or Environmental Approvals together with claims made
by any third party relating to damage, contribution, loss or injury, resulting
from any Release of Material of Environmental Concern;

"ENVIRONMENTAL LAWS" means all national, state, local, foreign and
international laws, regulations, treaties and conventions pertaining to the
pollution or protection of human health or the environment (including ambient
air, surface water, ground water, land surface or subsurface strata, navigable
waters, waters of the contiguous zone, ocean waters and international waters),
including laws, regulations, treaties and conventions relating to the Release
(or threatened release) of Material of Environmental Concern;

"EVENT OF DEFAULT" means any of those events specified in Clause 20.1;





                                      -3-
   11
"EXTENDED REPAYMENT DATE" means any Anniversary subsequent to the Original
Repayment Date to which the facility may be extended pursuant to Clause 2;

"FACILITY" means the sterling loan facility granted to the Borrowers in this
Agreement;

"FACILITY OFFICE" means the office identified with the Bank's signature below
or such other office as it may from time to time select;

"FREELY AVAILABLE LIQUID RESOURCES" shall have the meaning ascribed thereto in
Clause 18.3;

"GMM GROUP" means each of the Principal Borrowers and their subsidiaries for
the time being;

"GNS MORTGAGES" means the first priority mortgages in favour of the Security
Trustee to be executed by the relevant Borrower over each of the GNS Vessels as
security, inter alia, for the obligations of the Borrowers hereunder;

"GNS VESSELS" means each of:

      (a)        the BP Fleet Vessels; and

      (b)        the vessel m.v. "Highland Sprite";

"GOMI MORTGAGES" means the first priority mortgages in favour of the Security
Trustee to be executed by the relevant Borrower over each of the GOMI Vessels
as security, inter alia, for the obligations of the Borrowers hereunder;

"GOMI VESSELS" means each of the vessels:

      (a)        the m.v. "Sea Courageous"; (to be renamed "Sem Courageous")

      (b)        the m.v. "Sea Valiant"; (to be renamed "Sem Valiant")

      (c)        the m.v. "Seawhip"; and

      (d)        the m.v. "Seawitch";

"GROUP" means the Guarantor and its subsidiaries for the time being;

"INTEREST PERIOD" means, save as otherwise provided herein, any of those
periods mentioned in Clause 7.1;

"LIBOR" means, in relation to any Advance or unpaid sum, the rate per annum at
which the Bank was offering to prime banks in the London Interbank Market
deposits in sterling and for the specified period at or about 11.00 a.m. on the
Quotation Date for such period and, for the purposes of this definition,
"SPECIFIED PERIOD" means the Interest Period of such Advance or, as the case
may be, the period in respect of which LIBOR fails to be determined in relation
to such unpaid sum;





                                      -4-
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"LOAN" means the aggregate principal amount for the time being outstanding
hereunder;

"MARGIN" means two and one quarter percent (2-1/4%) per annum;

"MARKET VALUE" means, at any time, in relation to any Vessel, her sale value in
dollars as then most recently determined by an independent and internationally
recognised firm of shipbrokers acceptable to the Bank on the basis of a sale of
such Vessel (a) for cash (b) free of charter, liens, charges, mortgages and
encumbrances and (c) at arm's length on normal commercial terms between a
willing seller and a willing buyer;

"MATERIAL ADVERSE EFFECT" means a material adverse effect of the ability of any
of the Borrowers to meet its obligations to the Security Trustee and the Bank
hereunder or under any of the Security Documents to which any of the Borrowers
is a party;

"MATERIAL OF ENVIRONMENTAL CONCERN" 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;

"MORTGAGED VESSELS" means (a) each of the Original Vessels in respect of which
a first priority legal mortgage and deed of covenant or assignments collateral
thereto granted in favour of the Security Trustee is in full force and effect;
and (b) each Additional Mortgaged Vessel and "MORTGAGED VESSEL" means any of
them;

"NORSK SKIBS MORTGAGES" means each of the mortgages over:

      (a)        the m.v. "Highland Star";

      (b)        the m.v. "Highland Pride";

      (c)        the m.v. "Highland Legend"; and

      (d)        the m.v. "Highland Sentinel"

securing the obligations of GONS in respect of loans made or to be made by
Norsk Skibs Hypothekbank AS to GONS on terms disclosed to and approved by the
Bank prior to the date hereof, together with any deed of covenants (and/or such
other documents as may be executed assigning the earnings and insurance of any
such vessel);

"NOTICE OF DRAWDOWN" means a notice substantially in the form set out in the
Second Schedule;

"OBLIGORS" means the Borrowers and the Guarantor;

"ORIGINAL FINANCIAL STATEMENTS" means:





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   13
                 (i)     in respect of each of the Principal Borrowers, the
                         consolidated financial statements of such Principal
                         Borrower and its subsidiaries for its financial year
                         ended 31 December 1992; and

                 (ii)    in the case of the Guarantor the consolidated
                         financial statements of the Guarantor and its
                         subsidiaries for its financing year ended 31 December
                         1992;

"ORIGINAL REPAYMENT DATE" means subject to the provision of Clause 2.3 the day
which is 12 months after the date hereof;

"ORIGINAL VESSELS" means each of the GNS Vessels and the GOMI Vessels; and

"POTENTIAL EVENT OF DEFAULT" means any event which may become (with the passage
of time, the giving of notice, the making of any determination hereunder or any
combination thereof) an Event of Default;

"PROFITS AFTER TAX" means in respect of any financial year of any member of the
GMM Group, the profit after deduction of tax thereon of such member of the GMM
Group for such financial year determined by reference to the consolidated
profit and loss account of the GMM Group in respect of such financial year and
delivered to the Bank pursuant to Clause 17.1;

"QUOTATION DATE" means, in relation to any period for which an interest rate is
to be determined hereunder, the day on which quotations would ordinarily be
given by prime banks in the London Interbank Market for deposits in sterling
for delivery on the first day of that period Provided that, if for any such
period quotations would ordinarily be given on more than one date, the
Quotation Date for that period shall be the last of those dates;

"SECURITY DOCUMENTS" means:

      (a)        each of the mortgages and deeds of covenants (and/or such
                 other documents as may be executed assigning the earnings and
                 insurances of any Vessel) which may be executed in respect of
                 any vessel as security for the obligations of the Borrowers
                 hereunder;

      (b)        the Trust Deed;

      (c)        the Share Pledges;

"SECURITY TRUSTEE" means The Chase Manhattan Bank, N.A. in its capacity as
trustee under the Trust Agreement;

"SHARE PLEDGES" means each of the share pledges referred to in paragraph 6 of
the First Schedule;





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   14
"SYNDICATED FACILITY" means the syndicated revolving dual currency facility of
even date herewith made between the Borrowers as borrowers, the Guarantor as
sponsor, the Bank as agent and others;

"TRUST DEED" means the deed of trust referred to in paragraph 3 of the First
Schedule.

1.2   Any reference in this Agreement to:

the "BANK" shall be construed so as to include its and any subsequent
successors and assigns in accordance with their respective interests;

a "BUSINESS DAY" shall be construed as a reference to a day (other than a
Saturday or Sunday) on which banks are generally open for business in London;

a "CLAUSE" shall, subject to any contrary indication, be construed as a
reference to a clause hereof;

an "ENCUMBRANCE" shall be construed as a reference to a mortgage, charge,
pledge, lien or other encumbrance securing any obligation of any person or any
other type of preferential arrangement (including, without limitation, title
transfer and retention arrangements) having a similar effect;

a "HOLDING COMPANY" of a company or corporation shall be construed as a
reference to any company or corporation of which the first-mentioned company or
corporation is a subsidiary;

"INDEBTEDNESS" shall be construed so as to include any obligation (whether
incurred as principal or as surety) for the payment or repayment of money,
whether present or future, actual or contingent;

"INDEBTEDNESS FOR BORROWED MONEY" shall be construed so as to include, without
limitation, any indebtedness of any person for or in respect of:

                 (i)     amounts raised by acceptance under any acceptance
                         credit facility;

                 (ii)    amounts raised under any note purchase facility;

                 (iii)   the amount of any liability in respect of leases or
                         hire purchase contracts which would, in accordance
                         with generally accepted accounting standards in the
                         United States and/or the United Kingdom (as used in
                         the Principal Borrowers' most recent audited annual
                         consolidated financial statements from time to time),
                         be treated as finance or capital leases;

                 (iv)    the amount of any liability in respect of any purchase
                         price for assets or services the payment of which is
                         deferred for a period in excess of one hundred and
                         eighty days; and





                                      -7-
   15
                 (v)     amounts raised under any other transaction (including,
                         without limitation, any forward sale or purchase
                         agreement) having the commercial effect of a borrowing
                         (excluding, for the avoidance of doubt, indebtedness
                         incurred in relation to commercial transactions);

a "MONTH" is a reference to a period starting on one day in a calendar month
and ending on the numerically corresponding day in the next succeeding calendar
month save that, where any such period would otherwise end on a day which is
not a business day, it shall end on the next succeeding business day, unless
that day falls in the calendar month succeeding that in which it would
otherwise have ended, in which case it shall end on the immediately preceding
business day Provided that, if a period starts on the last business day in a
calendar month or if there is no numerically corresponding day in the month in
which that period ends, that period shall end on the last business day in that
later month (and references to "MONTHS" shall be construed accordingly);

a "PERSON" shall be construed as a reference to any person, firm, company,
corporation, government, state or agency of a state or any association or
partnership (whether or not having separate legal personality) of two or more
of the foregoing;

"REPAY" (or any derivative form thereof) shall, subject to any contrary
indication, be construed to include "PREPAY" (or, as the case may be, the
corresponding derivative form thereof);

a "SCHEDULE" shall, subject to any contrary indication, be construed as a
reference to a schedule hereto;

a "SUBSIDIARY" of a company or corporation shall be construed as a reference to
any company or corporation:

                 (i)     which is controlled, directly or indirectly, by the
                         first-mentioned company or corporation;

                 (ii)    more than half the issued share capital of which is
                         beneficially owned, directly or indirectly, by the
                         first-mentioned company or corporation; or

                 (iii)   which is a subsidiary of another subsidiary of the
                         first-mentioned company or corporation

and, for these purposes, a company or corporation shall be treated as being
controlled by another if that other company or corporation is able to direct
its affairs and/or to control the composition of its board of directors or
equivalent body;

"TAX" shall be construed so as to include any tax, levy, impost, duty or other
charge of a similar nature (including, without limitation, any penalty or
interest payable in connection with any failure to pay or any delay in paying
any of the same);





                                      -8-
   16
"VAT" shall be construed as a reference to value added tax including any
similar tax which may be imposed in place thereof from time to time;

a "WHOLLY-OWNED SUBSIDIARY" of a company or corporation shall be construed as a
reference to any company or corporation which has no other members except that
other company or corporation and that other company's or corporation's wholly-
owned subsidiaries or persons acting on behalf of that other company or
corporation or its wholly-owned subsidiaries; and

the "WINDING-UP", "DISSOLUTION" or "ADMINISTRATION" of a company or corporation
shall be construed so as to include any equivalent or analogous proceedings
under the law of the jurisdiction in which such company or corporation is
incorporated or any jurisdiction in which such company or corporation carries
on business including the seeking of liquidation, winding-up, reorganisation,
dissolution, administration, arrangement, adjustment, protection or relief of
debtors.

1.3   "L." and "STERLING" denote lawful currency of the United Kingdom.

1.4   Save where the contrary is indicated, any reference in this Agreement to:

                 (i)     this Agreement or any other agreement or document
                         shall be construed as a reference to this Agreement
                         or, as the case may be, such other agreement or
                         document as the same may have been, or may from time
                         to time be, amended, varied, novated or supplemented;

                 (ii)    a statute shall be construed as a reference to such
                         statute as the same may have been, or may from time to
                         time be, amended or re-enacted; and

                 (iii)   a time of day shall be construed as a reference to
                         London time.

1.5   Clause and Schedule headings are for ease of reference only.

2.    THE FACILITY

2.1   The Bank grants to the Borrowers through the Facility Office, upon the
terms and subject to the conditions hereof, a sterling loan facility in the
aggregate amount of L.3,300,000.

2.2   Not more than three months nor less than one month prior to each
Anniversary, the Principal Borrowers may, by notice to the Bank, request the
Bank to extend its commitment by a further 364 days to the anniversary
following the anniversary on which the commitment of the Bank would otherwise
have terminated Provided that the Principal Borrowers shall not be entitled to
make any further request in accordance with the terms hereof after the fourth
Anniversary.





                                      -9-
   17
2.3   Following a request under Clause 2.2 the Bank shall promptly notify the
Principal Borrowers whether it agrees to such request and if it does its
commitment shall be extended accordingly and the Original Repayment Date or, if
the Facility has already been extended pursuant to this Clause, the relevant
Extended Repayment Date shall be extended until the next succeeding
Anniversary.

3.    PURPOSE

3.1   The Facility is intended for general corporate purposes and, accordingly,
the Borrowers shall apply all amounts raised by it hereunder in or towards
satisfaction of their general corporate financing requirements.

3.2   Without prejudice to the obligations of the Borrowers under Clause 3.1,
the Bank shall not be obliged to concern itself with the application of amounts
raised by the Borrowers hereunder.

4.    CONDITIONS PRECEDENT

Save as the Bank may otherwise agree, none of the Borrowers may deliver any
Notice of Drawdown hereunder unless the Bank has confirmed to the Guarantor
that it or the Security Trustee on its behalf has received all of the documents
listed in the First Schedule and that each is, in form and substance,
satisfactory to the Bank.

5.    AVAILABILITY OF THE FACILITY

Save as otherwise provided herein, an Advance will be made by the Bank to a
Borrower if:

      (i)        not more than ten nor less than five business days before the
                 proposed date for the making of such Advance, the Bank has
                 received from such Borrower a Notice of Drawdown therefor,
                 receipt of which shall oblige such Borrower to borrow the
                 amount therein requested on the date therein stated upon the
                 terms and subject to the conditions contained herein;

      (ii)       the proposed date for the making of such Advance is a business
                 day which falls one or more months before the Original
                 Repayment Date or, if the Facility has been extended pursuant
                 to Clause 2, the relevant Extended Payment Date;

      (iii)      the proposed date for the making of such Advance is not less
                 than five business days after the date upon which the previous
                 Advance (if any) was made hereunder;


      (iv)       the proposed amount of such Advance is (a) an amount of not
                 less than L.600,000 and integral multiple of L.300,000 and
                 which is less than the amount of the Available Facility or (b)
                 equal to the amount of the Available Facility;





                                      -10-
   18
      (v)        the interest rate applicable to such Advance during its first
                 Interest Period would not fail to be determined pursuant to
                 Clause 9.l; and

      (vi)       either:

                 (a)     no Event of Default or Potential Event of Default has
                         occurred; and

                 (b)     the representations set out in Clause 16 are true on
                         and as of the proposed date for the making of such
                         Advance,

                 or the Bank agrees (notwithstanding any matter mentioned at
                 (a) or (b) above) to make such Advance.

6.    ADDITIONAL BORROWERS

6.1   The Guarantor may with the prior written consent of the Bank, such
consent not to be unreasonably withheld, from time to time designate any
wholly-owned subsidiary of either of the Principal Borrowers as an Additional
Borrower for the purposes of the Facility, in which event the Guarantor shall
promptly deliver or cause to be delivered to the Bank a Supplemental Agreement
duly executed by the parties thereto (other than the Bank).

6.2   Upon delivery to the Bank of any Supplemental Agreement referred to in
Clause 6.1 and subject to (i) the Bank having confirmed to the person or
persons party to such Supplemental Agreement as proposed Additional Borrower or
Borrowers that it has received, in form and substance satisfactory to it, all
of the conditions precedent specified therein and (ii) the Bank being satisfied
that neither the rights of the Bank under this Agreement nor any security
provided under the Security Documents are adversely affected in any way by the
proposed accession of any such Additional Borrower or Borrower, this Agreement
shall thenceforth be read and construed as if each wholly-owned subsidiary of
either of the Principal Borrowers which is a party to such Supplemental
Agreement as a proposed Additional Borrower were a party hereto having all the
rights and obligations of a Borrower and all references in any Facility
Document to "Borrowers" and "Principal Borrowers" shall be treated as including
a reference to any such subsidiary which  has become a party hereto in the
manner contemplated above.

7.    INTEREST PERIODS

7.1   The period for which an Advance is outstanding shall be divided into
successive periods each of which (other than the first) shall start on the last
day of the preceding such period.

7.2   The duration of each Interest Period shall, save as otherwise provided
herein, be one, three or six months, in each case as the relevant Borrower may
by not less than five business days' prior notice to the Bank select Provided
that:





                                      -11-
   19
      (i)        if such Borrower fails to give such notice of its selection in
                 relation to an Interest Period, the duration of that Interest
                 Period shall, subject to paragraphs (ii) and (iii) below, be
                 one month;

      (ii)       any Interest Period which begins during or at the same time as
                 any other Interest Period shall end at the same time as that
                 other Interest Period; and

      (iii)      any Interest Period which would otherwise end during the month
                 preceding, or extend beyond, the Original Repayment Date or,
                 if the Facility has been extended pursuant to Clause 2, the
                 relevant Extended Payment Date shall be of such duration that
                 it shall end on the Original Repayment Date or, as the case
                 may be, on the relevant Extended Repayment Date.

7.3   If two or more Interest Periods end at the same time, then, on the last
day of those Interest Periods, the Advances to which they relate shall be
consolidated into (and thereafter, save as otherwise provided herein, treated
in all respects as) a single Advance.

8.    INTEREST

8.1   On the last day of each Interest Period the relevant Borrower shall pay
accrued interest on the Advance to which such Interest Period relates.

8.2   The rate of interest applicable to an Advance from time to time during an
Interest Period relating thereto shall be the rate per annum which is the sum
of the Margin, the Associated Costs Rate in respect thereof at such time and
LIBOR on the Quotation Date therefor.

9.    ALTERNATIVE INTEREST RATES

9.1   If, at or about 11.00 a.m. on the Quotation Date for an Interest Period,
the Bank was not offering to prime banks in the London Interbank Market
deposits in sterling for the proposed duration of such Interest Period, then,
notwithstanding the provisions of Clauses 7 and 8:

      (i)        the duration of that Interest Period shall be one month or, if
                 less, such that it shall end on the next succeeding Repayment
                 Date; and

      (ii)       the rate of interest applicable to the Advance to which such
                 Interest Period relates from time to time during such Interest
                 Period shall be the rate per annum which is the sum of the
                 Margin, the Associated Costs Rate in respect thereof at such
                 time and the rate per annum determined by the Bank to be that
                 which expresses as a percentage rate per annum the cost to it
                 of funding such Advance during such Interest Period from
                 whatever sources it may reasonably select.

9.2   If the interest rate applicable to an Advance during an Interest Period
fails to be determined pursuant to Clause 9.1, then:





                                      -12-
   20
      (i)        the Bank shall notify the Guarantor of such event;

      (ii)       if the Bank so requires, within five days of such notification
                 the Bank, the Guarantor and the relevant Borrower shall enter
                 into negotiations with a view to agreeing a substitute basis
                 (a) for determining the rates of interest from time to time
                 applicable to the Advances and/or (b) upon which the Advances
                 may be maintained (whether in sterling or some other currency)
                 thereafter and any such substitute basis that is agreed shall
                 take effect in accordance with its terms and be binding on
                 such Borrower and the Bank; and

      (iii)      if the Bank has required the Guarantor and a Borrower to enter
                 into such negotiations, the Bank may declare (any such
                 declaration to be binding on the Borrowers) that each Advance
                 shall become due and payable on the last day of its then
                 current Interest Period unless by then a substitute basis has
                 been agreed upon in relation thereto.

10.   REPAYMENT

The Principal Borrower shall, on the Original Repayment Date or, if the
Facility has been extended pursuant to Clause 2, on the relevant Extended
Repayment Date repay or procure the repayment by the  Borrowers of each Advance
then outstanding.

11.   CANCELLATION AND PREPAYMENT

11.1  The Guarantor may, by giving to the Bank not less than thirty days' prior
notice to that effect, cancel the whole or any part (being an amount or
integral multiple of L.300,000) of the Available Facility.

11.2  Any Borrower may, if it has given to the Bank not less than thirty days'
prior notice to that effect, prepay the whole of any Advance or any part of any
Advance (being an amount of not less than L.600,000 and multiple of L.300,000)
on the last day of any Interest Period relating to that Advance.

11.3  Any notice of cancellation or prepayment given by the Guarantor or any
Borrower pursuant to Clause 11.1 or 11.2 shall be irrevocable, shall specify
the date upon which such cancellation or prepayment is to be made and the
amount of such cancellation or prepayment and, in the case of a notice of
prepayment, shall oblige such Borrower to make such prepayment on such date.

11.4  The Borrowers shall not repay all or any part of any Advance except at
the times and in the manner expressly provided for in this Agreement but shall,
subject to the terms and conditions hereof, be entitled to reborrow any amount
repaid.

12.   TAXES





                                      -13-
   21
12.1  All payments to be made by any of the Obligors to the Bank hereunder
shall be made free and clear of and without deduction for or on account of tax
unless such Obligor is required to make such a payment subject to the deduction
or withholding of tax, in which case the sum payable by such Obligor in respect
of which such deduction or withholding is required to be made shall be
increased to the extent necessary to ensure that, after the making of the
required deduction or withholding, the Bank receives and retains (free from any
liability in respect of any such deduction or withholding) a net sum equal to
the sum which it would have received and so retained had no such deduction or
withholding been made or required to be made.

12.2  Without prejudice to the provisions of Clause 12.1, if the Bank is
required to make any payment on account of tax (not being a tax imposed on the
net income of the Facility Office by the jurisdiction in which it is
incorporated or in which the Facility Office is located) or otherwise on or in
relation to any sum received or receivable by it hereunder (including, without
limitation, any sum received or receivable under this Clause 12) or any
liability in respect of any such payment is asserted, imposed, levied or
assessed against the Bank, the relevant Borrower shall, upon demand of the
Bank, promptly indemnify the Bank against such payment or liability, together
with any interest, penalties and expenses payable or incurred in connection
therewith.

12.3  If the Bank intends to make a claim pursuant to Clause 12.2, it shall
notify the Guarantor and the relevant Borrower of the event by reason of which
it is entitled to make such claim Provided that nothing herein shall require
the Bank to disclose any confidential information relating to the organisation
of its affairs.

13.   TAX RECEIPTS

13.1  If, at any time, any of the Obligors is required by law to make any
deduction or withholding from any sum payable by it hereunder (or if thereafter
there is any change in the rates at which or the manner in which such
deductions or withholdings are calculated), such Obligor shall promptly notify
the Bank.

13.2  If any of the Obligors makes any payment hereunder in respect of which it
is required to make any deduction or withholding, it shall pay the full amount
required to be deducted or withheld to the relevant taxation or other authority
within the time allowed for such payment under applicable law and shall deliver
to the Bank, within thirty days after it has made such payment to the
applicable authority, an original receipt (or a certified copy thereof) issued
by such authority evidencing the payment to such authority of all amounts so
required to be deducted or withheld in respect of such payment.

14.   INCREASED COSTS

14.1  If, by reason of (i) any change in law or in its interpretation or
administration and/or (ii) compliance with any request from or requirement of
any central bank (other than, save in the case of (e) below, the requirements
of the Bank of England reflected in the Associated Costs Rate) or other fiscal,
monetary or other authority (including, without limitation, a request or





                                      -14-
   22
requirement which affects the manner in which the Bank or any holding company
of the Bank is required to or does maintain capital resources having regard to
such Bank's obligations hereunder and to amounts owing to it hereunder):

      (a)        the Bank or any holding company of the Bank incurs a cost as a
                 result of the Bank's having entered into and/or performing it
                 obligations under this Agreement and/or assuming or
                 maintaining a commitment under this Agreement and/or making
                 one or more Advances;

      (b)        the Bank or any holding company of the Bank is unable to
                 obtain the rate of return on its overall capital which it
                 would have been able to obtain but for the Bank's having
                 entered into and/or performing its obligations and/or assuming
                 or maintaining a commitment under this Agreement;

      (c)        there is any increase in the cost to the Bank or any holding
                 company of the Bank of funding or maintaining all or any of
                 the advances comprised in a class of advances formed by or
                 including the Advances;

      (d)        the Bank or any holding company of the Bank becomes liable to
                 make any payment on account of tax or otherwise (not being a
                 tax imposed on the net income of the Bank's Facility Office by
                 the jurisdiction in which it is incorporated or in which the
                 Facility Office is located) on or calculated by reference to
                 the amount of the Advances and/or to any sum received or
                 receivable by it hereunder; or

      (e)        the Associated Costs Rate, as calculated hereunder, does not
                 represent the cost to the Bank of complying with the
                 requirements of the Bank of England in relation to its funding
                 or maintaining of Advances,

then the Principal Borrowers shall, from time to time on demand of the Bank,
promptly pay to the Bank amounts sufficient to indemnify it or any such holding
company against, as the case may be, (1) such cost, (2) such reduction in such
rate of return (or such proportion of such reduction as is, in the opinion of
the Bank, attributable to its obligations hereunder), (3) such increased cost
(or such proportion of such increased cost as is, in the opinion of the Bank,
attributable to its funding or maintaining Advances), (4) such liability or (5)
such portion of such cost as is not represented by the Associated Costs Rate.

14.2  If the Bank intends to make a claim pursuant to Clause 14.1, it shall
notify the Guarantor of the event by reason of which it is entitled to do so
Provided that nothing herein shall require the Bank to disclose any
confidential information relating to the organisation of its affairs.





                                      -15-
   23
15.   ILLEGALITY

If, at any time, it is unlawful for the Bank to make, fund or allow to remain
outstanding all or any of the Advances, then the Bank shall, promptly after
becoming aware of the same, deliver to the Guarantor and the relevant Borrowers
a certificate to that effect and:

      (i)        the Bank shall not thereafter be obliged to make any Advances
                 and the amount of the Available Facility shall be immediately
                 reduced to zero; and

      (ii)       if the Bank so requires, the Borrowers shall on such date as
                 the Bank shall have specified repay each outstanding Advance
                 together with accrued interest thereon and all other amounts
                 owing to the Bank hereunder.

16.   REPRESENTATIONS

16.1  Each of the Obligors represents that:

      (i)        it is a corporation duly organised under the laws of the state
                 of Delaware in the case of the Guarantor or the Republic of
                 Panama (in the case of GOMI and GOFE) or England (in the case
                 of GNS and GONS) with power to enter into this Agreement and
                 the Security Documents to which it is a party and to exercise
                 its rights and perform its obligations hereunder and all
                 corporate and other action required to authorise its execution
                 of this Agreement and the Security Documents to which it is a
                 party and its performance of its obligations hereunder has
                 been duly taken;

      (ii)       under the laws of its jurisdiction of incorporation in force
                 at the date hereof, it will not be required to make any
                 deduction or withholding from any payment it may make
                 hereunder;

      (iii)      under the laws of its jurisdiction of incorporation in force
                 at the date hereof, the claims of the Bank against such
                 Borrower under this Agreement and under the Security Documents
                 to which it is a party will rank at least pari passu with the
                 claims of all its other unsecured creditors save those whose
                 claims are preferred solely by any bankruptcy, insolvency,
                 liquidation or other similar laws of general application;

      (iv)       in any proceedings taken in its jurisdiction of incorporation
                 in relation to this Agreement and the Security Documents to
                 which it is a party, it will not be entitled to claim for
                 itself or any of its assets immunity from suit, execution,
                 attachment or other legal process;

      (v)        in any proceedings taken in its jurisdiction of incorporation
                 in relation to this Agreement and any of the Security
                 Documents expressed to be governed by





                                      -16-
   24
                 English law, the choice of English law as the governing law of
                 this Agreement and such Security Documents and any judgment
                 obtained in England will be recognised and enforced;

      (vi)       save for the registration of the GNS Mortgages and the GOMI
                 Mortgages with the appropriate authorities, all acts,
                 conditions and things required to be done, fulfilled and
                 performed in order (a) to enable it lawfully to enter into,
                 exercise its rights under and perform and comply with the
                 obligations expressed to be assumed by it in this Agreement,
                 (b) to ensure that the obligations expressed to be assumed by
                 it in this Agreement and the Security Documents are legal,
                 valid and binding and (c) to make this Agreement and the
                 Security Documents admissible in evidence in its jurisdiction
                 of incorporation have been done, fulfilled and performed;

      (vii)      under the laws of its jurisdiction of incorporation in force
                 at the date hereof, it is not necessary that this Agreement
                 and the Security Documents, other than the GNS Mortgages and
                 the GOMI Mortgages, the Share Pledges and any deed of covenant
                 or assignment of earnings and insurance collateral thereto be
                 filed, recorded or enrolled with any court or other authority
                 in such jurisdiction or that any stamp, registration or
                 similar tax be paid on or in relation to this Agreement or any
                 Security Document; and

      (viii)     the obligations expressed to be assumed by it in this
                 Agreement and the Security Documents to which it is a party
                 are its legal, valid and binding obligations.

16.2  Each of the Obligors further represents that:

      (i)        no member of the Group has taken any corporate action nor have
                 any other steps been taken or legal proceedings been started
                 or (to the best of the Borrowers' knowledge and belief)
                 threatened against any member of the Group for its winding-up,
                 dissolution, administration or re-organisation or for the
                 appointment of a receiver, administrator, administrative
                 receiver, trustee or similar officer of it or of any or all of
                 its assets or revenues;

      (ii)       no member of the Group is in breach of or in default under any
                 agreement to which it is a party or which is binding on it or
                 any of its assets to an extent or in a manner which might have
                 a Material Adverse Effect on the business or financial
                 condition of any member of the Group;

      (iii)      no action or administrative proceeding of or before any court
                 or agency which might have a Material Adverse Effect on the
                 business or financial condition of any member of the Group has
                 been started or threatened;





                                      -17-
   25
      (iv)       it and (to the best of its knowledge) its Environmental
                 Affiliates have complied with the provisions of all applicable
                 Environmental Laws, except where non-compliance does not and
                 will not have a Material Adverse Effect;

      (v)        it and (to the best of its knowledge) its Environmental
                 Affiliates have obtained all requisite Environmental Approvals
                 and are in compliance with such Environmental Approvals,
                 except where the failure to obtain or comply with any such
                 Environmental Approvals does not and will not have a Material
                 Adverse Effect;

      (vi)       neither it nor (to the best of its knowledge) its
                 Environmental Affiliates has received notice of any
                 Environmental Claim that alleges that it or any of its
                 Environmental Affiliates are not in compliance with applicable
                 Environmental Laws or Environmental Approvals, where such non-
                 compliance has or will have a Material Adverse Effect;

      (vii)      there is no Environmental Claim pending or threatened, to the
                 best of its knowledge, that has or will have a Material
                 Adverse Effect;

      (viii)     there has been no Release of Material of Environmental Concern
                 except where such event does not and will not have a Material
                 Adverse Effect;

      (ix)       all of the written information supplied by any member of the
                 Group to the Bank in connection herewith is true, complete and
                 accurate in all material respects and it is not aware of any
                 material facts or circumstances that have not been disclosed
                 to Bank and which might, if disclosed, adversely affect the
                 decision of a person considering whether or not to provide
                 finance to the Borrowers;

      (x)        the Guarantor is directly or indirectly, the sole legal and
                 beneficial owner of the entire share capital of each of the
                 Principal Borrowers; and

      (xi)       save for the Norsk Skibs Mortgages and any security documents
                 related or collateral thereto, and any encumbrance created
                 pursuant to the provisions of Clause 21.2(iii), no encumbrance
                 exists over all or any of the present or future revenues or
                 assets of any member of the Group.

16.3  Each of the Obligors further represents that:

      (i)        the execution by each Obligor of this Agreement and of each
                 Security Document to which it is a party and each Obligor's
                 exercise of its rights and performance of its obligations
                 hereunder will not result in the existence of nor oblige any
                 member of the Group to create any encumbrance over all or any
                 of its present or future revenues or assets; except, insofar
                 as the same may arise pursuant to the Security Documents;





                                      -18-
   26
      (ii)       the execution by each Obligor of this Agreement and each
                 Obligor's exercise of its rights and performance of its
                 obligations hereunder do not and will not:

                 (a)     conflict with any agreement, mortgage, bond or other
                         instrument or treaty to which any Obligor is a party
                         or which is binding upon it or any of its assets;

                 (b)     conflict with any Obligor's constitutive documents and
                         rules and regulations; or

                 (c)     conflict with any applicable law, regulation or
                         official or judicial order; and

      (iii)      the execution by each Obligor of this Agreement constitutes,
                 and such Obligor's exercise of its rights and performance of
                 its obligations hereunder will constitute, private and
                 commercial acts done and performed for private and commercial
                 purposes.

16.4  GOFE represents that it, and each of the other parties thereto are in
compliance with all their obligations under each of the charters relating to
the GOMI Vessels, and GONS represents that it and British Gas are in compliance
with all their obligations under the charter relating to the m.v. "Highland
Sprite" and none of the parties to such charters have cancelled or repudiated
or sought to terminate, cancel or repudiate their obligations thereunder.

17.   FINANCIAL INFORMATION

17.1  The Guarantor shall, or shall procure that, the Principal Borrowers
shall:

      (i)        as soon as the same become available, but in any event within
                 120 days after the end of each of its financial years, deliver
                 to the Bank the audited consolidated financial statements of
                 the Group and each of the Principal Borrowers for such
                 financial year;

      (ii)       as soon as the same become available, but in any event within
                 60 days after the end of each of its financial quarter years,
                 deliver to the Bank the consolidated financial statements of
                 the Group, each of the Principal Borrowers and the GMM Group
                 for such period; and

      (iii)      from time to time on the request of the Bank, furnish the Bank
                 with such information about the business and financial
                 condition of the Group as the Bank may reasonably require
                 (including, but without limitation, such further information
                 as the Bank may from time to time require in order to enable
                 it to ascertain where the obligations as set out in Clause 18
                 are complied with.





                                      -19-
   27
17.2  The Guarantor and each of the Principal Borrowers shall ensure that:

      (i)        each set of financial statements delivered by it pursuant to
                 Clause 17.1 is prepared on the same basis as was used in the
                 preparation of its Original Financial Statements and in
                 accordance with accounting principles generally accepted in
                 the United States and/or the United Kingdom and consistently
                 applied;

      (ii)       each set of financial statements delivered by it pursuant to
                 Clause 17.1 is certified by a duly authorised officer of the
                 Guarantor or a Principal Borrower, as the case may be, as
                 giving a true and fair view of the financial condition of the
                 Group or the operation of the relevant Principal Borrower, as
                 the case may be, as at the end of the period to which those
                 financial statements relate and of the results of the Group's
                 operations, or the operation of the relevant Principal
                 Borrower, as the case may be, during such period; and

      (iii)      each set of financial statements delivered by it pursuant to
                 paragraph (i) of Clause 17.1 has been audited by auditors
                 acceptable to the Bank.

18.   FINANCIAL CONDITION AND SECURITY COVERAGE

18.1  The Guarantor and each of the Principal Borrowers shall ensure that at
all times the consolidated financial condition of the GMM Group, as evidenced
by the Guarantor and the Principal Borrower's then most recent audited annual
consolidated financial statements (adjusted, as the Bank may consider
appropriate, to take account of any changes in circumstances which occur after
the date as of which such audited annual consolidated financial statements were
prepared), shall be such that:

      (i)        the ratio of Current Assets to Current Liabilities shall
                 exceed 1.15:1;

      (ii)       the ratio of Total Liabilities to Tangible Equity shall not
                 exceed 1.75:1;

      (iii)      the aggregate of Tangible Equity and Subordinated Debt shall
                 be equal to or exceed $29,000,000.

18.2  The Guarantor and each of the Borrowers shall at all times ensure that
Freely Available Liquid Resources exceed $1,500,000.

18.3  In this Clause 18:

      (i)        "Current Assets" means the aggregate of all of the assets of
                 each member of the GMM Group, other than monies due or to
                 become due from another member of the GMM Group, which would,
                 in accordance with generally accepted accounting practice in
                 the U.S. consistently applied, be classified as current
                 assets, all as shown on the latest financial statements
                 delivered in accordance with Clause 17.1;





                                      -20-
   28
      (ii)       "Current Liabilities" means at any particular time the
                 aggregate of the obligations of each member of the GMM Group
                 to pay money other than (a) repayment obligations in respect
                 of Advances made hereunder falling due within a six month
                 period from the date at which such liabilities are calculated
                 and (b) monies due or to become due to other members of the
                 GMM Group, which would, in accordance with generally accepted
                 accounting practice in the U.S. consistently applied, be
                 classified as current liabilities, all as shown on the latest
                 financial statements delivered in accordance with Clause 17.1;

      (iii)      "Freely Available Liquid Resources" means the aggregate of any
                 cash and deposits in any jurisdiction from which funds are
                 freely transferable, denominated in freely convertible and
                 transferable currencies (placed in a prime bank or reputable
                 financial institution) then solely legally and beneficially
                 owned by any of the Borrowers and free from encumbrances;

      (iv)       "Total Liabilities" means at any particular time the aggregate
                 of the obligations of each member of the GMM Group on a
                 consolidated basis for the payment of monies whether borrowed
                 or not and whether due or to become due which would, in
                 accordance with generally accepted accounting practice in the
                 U.S. consistently applied, be classified as liabilities
                 (including, for the avoidance of doubt, liabilities in respect
                 of lease or hire purchase contracts, contracts of charter and
                 contracts of guarantee), other than monies due or to become
                 due to any other member of the GMM Group;

      (v)        "Tangible Equity" means at any particular time the aggregate
                 of the amounts paid up or credited as paid up in respect of
                 the Principal Borrowers' share capital and the aggregate
                 amount of capital and reserves of the Principal Borrowers
                 including, but not limited to any credit balance standing to
                 the consolidated profit and loss account of the GMM Group

                 but deducting

                 (a)      any debit balance standing to the consolidated profit
                          and loss account of the GMM Group; and

                 (b)      any intangible asset, including (for the avoidance of
                          doubt) goodwill

                 but shall exclude the cumulative amount of any translation or
                 transaction adjustments as required to be deducted from or
                 added to equity but excluded from the determination of
                 consolidated profit and loss in accordance with accounting
                 principles generally accepted in the United States;





                                      -21-
   29
         (vi)    "Subordinated Debt" means any indebtedness of any of the
                 Borrowers which is subordinated, in a manner and to an extent
                 satisfactory to the Bank, to the indebtedness of the Borrowers
                 under this Agreement and the Syndicated Facility.

18.4     All expressions used in the definitions of this Clause 18 which are
not otherwise defined herein shall be construed in accordance with generally
accepted accounting principles in the United States of America (as used in the
Guarantor's most recent audited annual consolidated financial statements).

19.      COVENANTS

19.1     EACH OF THE BORROWERS SHALL:

         (i)     and shall ensure that each other Borrower shall, obtain,
                 comply with the terms of and do all that is necessary to
                 maintain in full force and effect all authorizations,
                 approvals, licenses and consents required in or by the laws
                 and regulations of its jurisdiction of incorporation to enable
                 it lawfully to enter into and perform its obligations under
                 this Agreement and each of the Security Documents or to ensure
                 the legality, validity, enforceability or admissibility in
                 evidence in its jurisdiction of incorporation of this
                 Agreement and each of the Security Documents;

         (ii)    without prejudice to the specific requirements of the Security
                 Documents procure that each member of the GMM Group maintains
                 insurances on and in relation to its business and assets with
                 reputable underwriters or insurance companies against such
                 risks and to such extent as is usual for companies carrying on
                 a business such as that carried on by such member of the GMM
                 Group whose practice is not to self insure;

         (iii)   promptly inform the Bank of the occurrence of any Event of
                 Default or Potential Event of Default and, upon receipt of a
                 written request to that effect from the Bank, confirm to the
                 Bank that, save as previously notified to the Bank or as
                 notified in such confirmation, no Event of Default or
                 Potential Event of Default has occurred;

         (iv)    without prejudice to the priority afforded by any mortgage and
                 deed of covenant or assignment collateral thereto securing the
                 obligations of the Borrowers hereunder ensure that at all
                 times the claims of the Bank against it under this Agreement
                 rank at least pari passu with the claims of all its other
                 unsecured creditors save those whose claims are preferred by
                 any bankruptcy, insolvency, liquidation or other similar laws
                 of general application;





                                      -22-
   30
         (v)     at the request of the Bank, deliver to the Bank or procure the
                 delivery to the Bank of up-to-date valuations of the Vessels
                 prepared at the sole cost and expense of the Borrowers,
                 showing the Market Value of each of the Mortgaged Vessels;

         (vi)    ensure that the Mortgaged Vessels are maintained in good
                 working order and condition and in any event in such condition
                 as enables them to maintain the classification American Bureau
                 of Shipping AI AMS or to an equivalent classification
                 acceptable to the Bank free from all notations and
                 recommendations which have not been complied with within any
                 applicable time limit and ensure that such classification is
                 maintained;

         (vii)   comply with all applicable Environmental Laws including,
                 without limitation, requirements relating to the establishment
                 of financial responsibility (and shall require that all
                 Environmental Affiliates of the Borrowers comply with all
                 applicable Environmental Laws and obtain and comply with all
                 required Environmental Approvals, which Environmental Laws and
                 Environmental Approvals relate to any of the Mortgaged Vessels
                 or their operation or their carriage of cargo), except where
                 such non-compliance does not or will not have a Material
                 Adverse Effect;

         (viii)  upon the request of the Bank, conduct and complete all
                 investigations, studies, sampling, audits and testings
                 reasonably required by any known (or threatened) Release of
                 Material of Environmental Concern that has or will have a
                 Material Adverse Effect;

         (ix)    promptly upon the occurrence of either of the following
                 events, provide to the Bank a certificate of an officer of the
                 Guarantor specifying in detail the nature of such event and
                 the proposed response of the relevant Borrower or its
                 Environmental Affiliate concerned;

                 (a)      the receipt by any of the Borrowers or any
                          Environmental Affiliate (where the relevant Borrower
                          has knowledge of such receipt) of any Environmental
                          Claim which has or will have a Material Adverse
                          Effect; or

                 (b)      any actual or threatened Release of Material of
                          Environmental Concern which has or will have a
                          Material Adverse Effect,

                 and upon the written request by the Bank submit to the Bank,
                 at reasonable intervals, a report updating the status of any
                 occurrence of an Environmental Claim or a Release of Material
                 of Environmental Concern, that has or will have a Material
                 Adverse Effect;





                                      -23-
   31
         (x)     maintain the registration of the Mortgaged Vessels under the
                 laws and flag under which they are currently maintained (or,
                 in the case of the m.v. Sea Courageous and the m.v. Sea
                 Valiant, under the laws and flag and Malaysia) and not cause
                 or permit to be done any act or omission whereby their
                 registration as such would or might be defeated or imperilled
                 or which might result in such Mortgaged Vessels being required
                 to be registered under any other flag and registered with the
                 appropriate authorities;

         (xi)    permit the Bank on reasonable notice to inspect the Mortgaged
                 Vessels and their logs;

         (xii)   from time to time on being required to do so by the Bank, do
                 or procure the doing of all such acts and execute or procure
                 the execution of all such documents as the Bank may reasonably
                 consider necessary for giving full effect to each of the
                 Security Documents or for securing to the Bank the full
                 benefit of the rights, powers and remedies intended to be
                 conferred upon the Bank or the Security Trustee pursuant to
                 the Security Documents;

         (xiii)  at all times ensure that the Principal Borrowers are, subject
                 to the rights conferred by the Share Pledges, the sole
                 beneficial owners of the entire issued share capital of each
                 of the Permitted Borrowers and each Additional Borrower;

         (xiv)   commencing from the date hereof and thereafter no later than
                 14 days from and inclusive of each of 30th September, 31st
                 December, 30th March and 30th June deliver to the Bank a
                 schedule in form and substance satisfactory to the Bank
                 detailing Fixed Asset Investments exceeding $50,000 made by
                 any of the Borrowers in the three months proceeding the date
                 upon which such schedule is delivered;

         (xv)    no later than 14 days from and inclusive of 31st March, 30th
                 June, 30th September and 31st December in each calendar year,
                 furnish the Bank with a report in form and substance
                 satisfactory to the Bank and at the cost of the Borrowers,
                 relating to the status, employment, earnings and location of
                 the Mortgaged Vessels as at the date upon which such report is
                 furnished in respect of the period elapsing since the previous
                 such report, if any;

         (xvi)   without prejudice to the obligations of the Borrowers under
                 any of the Security Documents ensure that all Approved Charter
                 Earnings are paid forthwith into accounts with the Borrowers
                 maintained with the Bank; and

         (xvii)  forthwith upon the request of the Bank, charge, pledge or
                 otherwise encumber in favour of the Security Trustee pursuant
                 to a security document in form and substance satisfactory to
                 the Bank any account into which Approved Charter Earnings are
                 paid.





                                      -24-
   32
19.2     None of the Borrowers shall, and the Principal Borrowers shall ensure
         that no member of the GMM Group shall, without the prior written
         consent of the Bank;

         (i)     pay, make or declare any dividend or other distribution in
                 respect of any financial year of the GMM Group;

         (ii)    incur expenditure in respect of any management fees payable
                 other than management fees payable to the Guarantor in such
                 amount as the Bank, may agree having regard to the annual
                 budget and operating expenses of the Guarantor;

         (iii)   create or permit to subsist any encumbrance over all or any of
                 its present or future revenues or assets except:-

                 (a)      pursuant to the Security Documents; or

                 (b)      any encumbrances imposed by law, such as carrier's,
                          warehouseman's, mechanics' liens and other similar
                          liens arising in the ordinary course of business or
                          permitted under the terms of the Security Documents;
                          or

                 (c)      any encumbrance over assets acquired after the date
                          hereof otherwise than from any other borrower and
                          which encumbrance is in existence prior to such
                          acquisition or is created in order to secure
                          indebtedness incurred in respect of such acquisition;
                          or

                 (d)      the Norsk Skibs Mortgages; or

                 (e)      encumbrances over any assets of the GMM Group
                          securing obligations arising under the Syndicated
                          Facility;

         (iv)    make any loans, grant any credit (save in the ordinary course
                 of business) or give any guarantee or indemnity (except as
                 required hereby) to or for the benefit of any person or
                 otherwise voluntarily assume any liability, whether actual or
                 contingent, in respect of any obligation of any other person;

         (v)     issue any further shares or alter any rights attaching to its
                 issued shares in existence at the date hereof other than by
                 GONS to GNS in exchange for the shareholding of BNS in Xxxxxx
                 Operating Limited;

         (vi)    save as otherwise provided herein (disregarding sales of stock
                 in trade in the ordinary course of business and sales of
                 Mortgaged Vessels or other assets for amounts not less than
                 eighty per cent. of the Market Value of such Mortgaged Vessel)
                 sell, lease, transfer or otherwise dispose of, by one or more
                 transactions or series of transactions (whether related or
                 not), the whole or any part (the book





                                      -25-
   33
                 value of which is thirty per cent. or more of the book value
                 of the whole) of its revenues or its assets;

         (vii)   incur any indebtedness for borrowed money other than pursuant
                 to this Facility and the Syndicated Facility in excess of
                 $50,000 or its equivalent in other currencies; save to the
                 extent that such indebtedness is owed to other members of the
                 Group and is subordinated to the obligations of the Borrowers
                 hereunder, and under each of the Security Documents to which
                 it is a party, on terms acceptable to the Bank or is secured
                 by encumbrances of the nature referred to in Clause
                 19.2(iii)(c) or the Norsk Skibs Mortgages;

         (viii)  carry on or engage in or be concerned with any business or
                 activities except insofar as they relate to the ownership and
                 operation of the Mortgaged Vessels and other vessels engaged
                 in similar activities and activities relating thereto or
                 otherwise relate to the undertaking and assets of the offshore
                 supply division of BP Shipping Limited;

         (ix)    merge, demerge or consolidate with any person;

         (x)     undertake in any twelve month period any expenditure of a
                 capital nature without the Bank's consent save insofar as such
                 expenditure relates to:-

                 (a)      any single Fixed Asset Investment which does not
                          exceed:

                          (i)     $100,000 in respect of the GOMI Vessels;

                          (ii)    $150,000 in respect of the m.v. Highland
                                  Sprite; and

                          (iii)   $250,000 in respect of the BP Fleet Vessels;

                 (b)      more than one Fixed Asset Investment the amounts of
                          which, when aggregated do not exceed $500,000.

19.3     The Guarantor shall at all times remain, subject to such rights as may
         be conferred by the Share Pledges, the sole beneficial owner free from
         all encumbrances, of the entire issued share capital of each member of
         the GMM Group.

19.4     The Guarantor shall, not

         (i)     save pursuant hereto or otherwise with the consent of the
                 Bank, give any guarantee or indemnity to or for the benefit of
                 any person or otherwise voluntarily assume any liability,
                 whether actual or contingent, in respect of any obligation of
                 any other person; or





                                      -26-
   34
         (ii)    sell or otherwise dispose of any of its shares in Energy
                 Ventures Inc. without the consent of the Bank, nor create or
                 permit to subsist any encumbrances over such shares.

20.      EVENTS OF DEFAULT

20.1     If:

         (i)     any of the Obligors fails to pay any sum due from it hereunder
                 or under the Syndicated Facility or any Security Document at
                 the time, in the currency and in the manner specified herein
                 or therein or if such failure results solely from technical or
                 administrative difficulties relating to the transfer of such
                 sums, such failure is not remedied withing three days;

         (ii)    any representation or statement made by any of the Obligors in
                 this Agreement or under any Security Document or in any notice
                 or other document, certificate or statement delivered by it
                 pursuant hereto or thereto or in connection herewith is or
                 proves to have been incorrect or misleading when made; or

         (iii)   any of the Obligors fails duly to perform or comply with any
                 of the obligations expressed to be assumed by it in Clauses
                 17, 18 or 19 hereof or duly to effect insurance of the
                 Mortgaged Vessels or any of them in accordance with the
                 applicable provisions of the Security Documents; or

         (iv)    any of the Obligors fails duly to perform or comply with any
                 other obligation expressed to be assumed by it in this
                 Agreement or under any Security Document and such failure is
                 not remedied within fourteen days after the Bank has given
                 notice thereof to such Borrower; or

         (v)     there occurs any "Event of Default" as such term is defined in
                 the Syndicated Facility in respect of which the Bank
                 thereunder exercises rights equivalent to those conferred upon
                 the Bank pursuant to this Clause 20; or

         (vi)    any of the Borrowers is in breach of any of its obligations
                 under any Approved Charters or any of the Borrowers seeks to
                 cancel, terminate or repudiate any of the Approved Charters
                 without the prior consent of the Bank; or

         (vii)   any indebtedness of the Guarantor or any member of the GMM
                 Group (other than indebtedness due to trade creditors incurred
                 in the normal course of business of the Guarantor or such
                 member of the GMM Group which is disputed in good faith and by
                 appropriate proceedings diligently conducted) is not paid when
                 due or within any applicable grace period, any indebtedness of
                 the Guarantor or any member of the GMM Group is declared to be
                 or otherwise becomes due and payable prior to its specified
                 maturity or any creditor or creditors of the





                                      -27-
   35
                 Guarantor or any member of the GMM Group become entitled to
                 declare any indebtedness of the Guarantor or such member of
                 the GMM Group due and payable prior to its specified maturity;
                 or

         (viii)  in any period of twelve months commencing from the date hereof
                 any judgments or judicial orders or arbitration awards are
                 made against any of the Obligors in an amount or an aggregate
                 amount in excess of $750,000 (or the equivalent in any other
                 currency) (other than any judgment, judicial order or
                 arbitration award as to which, and only to the extent that, a
                 reputable company or other surety, in either case acceptable
                 to the Bank, has acknowledged coverage of such judgment,
                 judicial order or arbitration award in writing) and,

                 (a)      any such judgment, judicial order or arbitration
                          award has not been stayed, discharged, paid, bonded
                          or vacated within 30 days or such longer period as
                          may be agreed by the Bank; or

                 (b)      enforcement proceedings have been commenced by any
                          creditor on any such judgment, judicial order or
                          arbitration award;

         (ix)    the Guarantor or any member of the GMM Group is unable to pay
                 its debts as they fall due, commences negotiations with any
                 one or more of its creditors with a view to the general
                 readjustment or rescheduling of its indebtedness or makes a
                 general assignment for the benefit of or a composition with
                 its creditors; or

         (x)     (otherwise than for the purpose of a reconstruction on terms
                 previously approved by the Bank) the Guarantor or any member
                 of the GMM Group takes any corporate action or other steps are
                 taken or legal proceedings are started for its  winding-up,
                 dissolution, administration or re-organization or for the
                 appointment of a receiver, administrator, administrative
                 receiver, trustee or similar officer of it or of any or all of
                 its revenues and assets; or

         (xi)    any execution or distress is levied against, or an
                 encumbrancer takes possession of the whole or any material
                 part of, the property, undertaking or assets of the Guarantor
                 or any member of the GMM Group; or

         (xii)   by or under the authority of any government, (a) the
                 management of the Guarantor or any member of the GMM Group is
                 wholly or partially displaced or the authority of the
                 Guarantor or any member of the GMM Group in the conduct of its
                 business is wholly or partially curtailed or (b) all or a
                 majority of the issued shares of the Guarantor or any member
                 of the GMM Group or the whole or any part (the book value of
                 which is twenty per cent. or more of the book value of the
                 whole) of its revenues or assets is seized, nationalized,
                 expropriated or compulsorily acquired; or





                                      -28-
   36
         (xiii)  subject to such rights as may be conferred by the Share
                 Pledges, the Guarantor ceases to be the sole legal and
                 beneficial owner of the entire share capital of the Principal
                 Borrowers; or

         (xiv)   the Principal Borrowers cease to be the beneficial owner of
                 the entire issued share capital of each of the Permitted
                 Borrowers and any Additional Borrower;

         (xv)    save as provided in Clause 19.2(viii) the Guarantor or any
                 member of the GMM Group ceases to carry on the business it
                 carries on at the date hereof or enters into any new type of
                 business; or

         (xvi)   any of the Obligors repudiates this Agreement or any Security
                 Document to which it is a party or does or causes to be done
                 any act or thing evidencing an intention to repudiate this
                 Agreement or any such Security Document; or

         (xvii)  at any time any act, condition or thing required to be done,
                 fulfilled or performed in order (a) to enable or any of the
                 Obligors lawfully to enter into, exercise its rights under and
                 perform the obligations expressed to be assumed by it in this
                 Agreement and the Security Documents to which it is a party,
                 (b) to ensure that the obligations expressed to be assumed by
                 any of the Obligors in this Agreement and the Security
                 Documents to which it is a party are legal, valid and binding
                 or (c) to make this Agreement and the Security Documents to
                 which it is a party admissible in evidence in any Borrower's
                 jurisdiction of incorporation is not done, fulfilled or
                 performed; or

         (xviii) at any time any of the security interests constituted by any
                 of the Security Documents ceases to constitute valid and
                 perfected first priority security interests;

         (xix)   at any time it is or becomes unlawful for any of the Obligors
                 to perform or comply with any or all of its obligations
                 hereunder or under any of the Security Documents to which it
                 is a party or any of the obligations of any of the Obligors
                 hereunder or under any of the Security Documents to which it
                 is a party are not or cease to be legal, valid and binding; or

         (xx)    (a) any circumstances arise which give grounds in the
                 reasonable opinion of the Bank for belief that any of the
                 Obligors may not (or may be unable to) perform or comply with
                 its obligations hereunder, or any of the Security Documents to
                 which it is a party (b) the Bank shall have given to the
                 Guarantor notice that it is of such opinion setting out in
                 reasonable detail the grounds upon which such opinion is based
                 and (c) after having given due regard to any representation
                 made by the Guarantor during the period of ten days after the
                 giving of such notice by the Bank, the Bank is of the same
                 opinion upon the expiration of such period,





                                      -29-
   37
then, and in any such case and at any time thereafter, the Bank may by written
notice to the Guarantor and each relevant Borrower:

         (a)     declare the Advances to be immediately due and payable
                 (whereupon the same shall become so payable together with
                 accrued interest thereon and any other sums then owed by the
                 Borrowers hereunder) or declare the Advances to be due and
                 payable on demand of the Bank; and/or

         (b)     declare that any undrawn portion of the Facility shall be
                 cancelled, whereupon the same shall be cancelled and the
                 Available Facility shall be reduced to zero.

20.2     If, pursuant to Clause 20.1, the Bank declares the Advances to be due
and payable on demand of the Bank, then, and at any time thereafter, the Bank
may by written notice to the Guarantor:

         (i)     call for repayment of the Advances on such date as it may
                 specify in such notice (whereupon the same shall become due
                 and payable on such date together with accrued interest
                 thereon and any other sums then owed by the Borrowers
                 hereunder) or withdraw its declaration with effect from such
                 date as it may specify in such notice; and/or

         (ii)    select as the duration of any Interest Period which begins
                 whilst such declaration remains in effect a period of six
                 months or less.

21.      BORROWERS JOINT AND SEVERAL OBLIGATIONS

21.1     Each obligation of or expressed to be assumed by the Borrowers or any
of them in or under this Agreement or any Security Document is the joint and
several obligation of the Borrowers and of each of them.

21.2     Each Borrower acknowledges and confirms that it is a principal and
original debtor in respect of all amounts which may become payable by the
Borrowers in accordance with the terms hereof or any Security Document and
agrees that the Bank may in all circumstances treat it as such whether or not
it is or becomes aware that such Borrower is or has become a surety for
another.

21.3     The Borrowers agree to indemnify and hold harmless the Bank from and
against any loss incurred by any of them as a result of any Clause or provision
of this Agreement or any Security Document being or becoming void, voidable or
unenforceable for any reason whatsoever, whether or not known to any such
person, the amount of such loss being limited to the amount which such
Beneficiary would otherwise have been entitled to recover hereunder or under
any Security Document had such Clause or provision not become void, voidable or
unenforceable.





                                      -30-
   38
21.4     The obligations of each Borrower under this Agreement or any Security
Document shall not be in any way discharged or impaired by reason of (i) any
time or indulgence which may be granted by the Bank to the other Borrower or
any other person from whom they may seek payment of sums due from a Borrower
under this Agreement or any Security Document, (ii) by any variation of this
Agreement or any Security Document or any related document or (iii) by any
other circumstances which might (but for this provision) constitute a legal or
equitable discharge or such Borrower.

21.5     Any rights conferred on the Bank by this Agreement or any Security
Document shall be in addition to and not in substitution for or derogation of
any other right which the Bank might at any time have to seek from the other
Borrower or any other person payment of sums due from a Borrower or
indemnification against liabilities incurred as a result of a Borrower's
default in payment of sums due from it under this Agreement or any Security
Document.

21.6     The Bank shall not be obliged before taking steps to enforce any
rights conferred on it by this Clause or exercising any of the rights, powers
and remedies conferred on it hereby or by law (a) to take action or obtain
judgment in any court against the other Borrower or any other person from whom
they may seek payment of any sum due from a Borrower under this Agreement or
any Security Document, (b) to make or file any claim in a bankruptcy,
winding-up, liquidation or re-organization of the other Borrower or any other
such person or (c) to enforce or seek to enforce any other rights it may have
against the other Borrower or any other such person.

21.7     Each Borrower agrees that so long as any sums are or may be owed by
either Borrower under this Agreement or any Security Document any rights which
such Borrower may have at any time by reason of performance by it of its
obligations under this Clause to be indemnified by the other Borrower and/or to
take the benefit (in whole or in part) of any security taken pursuant to this
Agreement or any Security Document by the Bank or the Security Trustee on its
behalf  shall be exercised by such Borrower in such manner and upon such terms
as the Bank may require and further agrees to hold any moneys at any time
received by it as a result of the exercise of any such rights for and on behalf
and to the order of the Bank for application in or towards payment of any sums
at any time owed by either Borrower under this Agreement or any Security
Document.

21.8     Each Borrower further agrees that so long as any sums are or may be
owed by either Borrower under this Agreement or any Security Document such
Borrower will not (i) claim any set-off or counter-claim against the other
Borrower in respect of any liability on the part of such other Borrower to such
first Borrower and attributable to this Agreement or any Security Document or
(ii) prove in competition with the Beneficiaries or any of them in any
liquidation or winding-up of the other Borrower, whether in respect of any
payment by such Borrower hereunder or under any Security Document or in respect
of any moneys including proceeds of realisation of securities, dividends or
otherwise.





                                      -31-
   39

22.      GUARANTEE

The Guarantor hereby irrevocably and unconditionally:

                 (i)      guarantees to the Bank the due and punctual
                          observance and performance of all the terms,
                          conditions and covenants on the part of the Borrowers
                          contained in this Agreement and agrees to pay to the
                          Bank from time to time on demand any and every sum or
                          sums of money which the Borrowers or any of them
                          shall at any time be liable to pay to the Bank under
                          or pursuant to this Agreement and which shall not
                          have been paid at the time such demand is made; and

                 (ii)     agrees as a primary obligation to indemnify the Bank
                          from time to time on demand from and against any loss
                          incurred by the Bank as a result of any of the
                          obligations of the Borrowers under or pursuant to
                          this Agreement being or becoming void, voidable,
                          unenforceable or ineffective as against the Borrowers
                          or any of them for any reason whatsoever, whether or
                          not known to the Bank or any other person, the amount
                          of such loss being the amount which the Bank
                          suffering it would otherwise have been entitled to
                          recover from the Borrowers or any of them.

23.      PRESERVATION OF RIGHTS

23.1     The obligations of the Guarantor herein contained shall be in addition
to and independent of every other security which the Bank may at any time hold
in respect of any of the Borrowers' obligations hereunder.

23.2     The obligations of the Guarantor herein contained shall constitute and
be continuing obligations notwithstanding any settlement of account or other
matter or thing whatsoever, and in particular but without limitation, shall not
be considered satisfied by any intermediate payment or satisfaction of all or
any of the obligations of the Borrowers under this Agreement and shall continue
in full force and effect until final payment in full of all amounts owing by
the Borrowers hereunder and total satisfaction of all the Borrowers' actual and
contingent obligations hereunder.

23.3     Neither the obligations of the Guarantor herein contained nor the
rights, powers and remedies conferred in respect of the Guarantor upon the Bank
by this Agreement or by law shall be discharged, impaired or otherwise affected
by:

                 (i)      the winding-up, dissolution, administration or re-
                          organisation of the Borrowers or any of them or any
                          other person or any change in its status, function,
                          control or ownership;





                                      -32-
   40
                 (ii)     any of the obligations of the Borrowers or any of
                          them or any other person hereunder or under any other
                          security taken in respect of any of its obligations
                          hereunder being or becoming illegal, invalid,
                          unenforceable or ineffective in any respect;

                 (iii)    time or other indulgence being granted or agreed to
                          be granted to the Borrowers or any of them in respect
                          of its obligations hereunder or under any such other
                          security;

                 (iv)     any amendment to, or any variation, waiver or release
                          of, any obligation of the Borrowers or any of them
                          hereunder or under any such other security;

                 (v)      any failure to take, or fully to take, any security
                          contemplated hereby or otherwise agreed to be taken
                          in respect of any of the Borrowers' obligations
                          hereunder;

                 (vi)     any failure to realise or fully to realise the value
                          of, or any release, discharge, exchange or
                          substitution of, any security taken in respect of any
                          of the Borrowers' obligations hereunder; or

                 (vii)    any other act, event or omission which, but for this
                          Clause 23.3, might operate to discharge, impair or
                          otherwise affect any of the obligations of the
                          Guarantor herein contained or any of the rights,
                          powers or remedies conferred upon the Bank by this
                          Agreement or by law.

23.4     Any settlement or discharge between the Guarantor and the Bank shall
be conditional upon no security or payment to the Bank by the Borrowers or any
of them or the Guarantor or any other person on behalf of the Borrower or, as
the case may be, the Guarantor being avoided or reduced by virtue of any
provisions or enactments relating to bankruptcy, insolvency, liquidation or
similar laws of general application for the time being in force and, if any
such security or payment is so avoided or reduced, the Bank shall be entitled
to recover the value or amount of such security or payment from the Guarantor
subsequently as if such settlement or discharge had not occurred.

23.5     The Bank shall not be obliged before exercising any of the rights,
powers or remedies conferred upon them in respect of the Guarantor by this
Agreement or by law:

                 (i)      to make any demand of the Borrowers or any of them;

                 (ii)     to take any action or obtain judgment in any court
                          against the Borrowers or any of them;





                                      -33-
   41
                 (iii)    to make or file any claim or proof in a winding-up or
                          dissolution of the Borrowers or any of them; or

                 (iv)     to enforce or seek to enforce any other security
                          taken in respect of any of the obligations of the
                          Borrowers or any of them hereunder.

23.6     The Guarantor agrees that, so long as any amounts are or may be owed
         by the Borrowers or any of them hereunder or any of the Borrowers is
         under any actual or contingent obligations hereunder, the Guarantor
         shall not exercise any rights which the Guarantor may at any time have
         by reason of performance by it of its obligations hereunder:

                 (i)      to be indemnified by the Borrowers or any of them;
                          and/or

                 (ii)     to claim any contribution from any other guarantor of
                          the Borrowers' obligations hereunder; and/or

                 (iii)    to take the benefit (in whole or in part and whether
                          by way of subrogation or otherwise) of any rights of
                          the Bank hereunder or of any other security taken by
                          the Bank pursuant to, or in connection with, this
                          Agreement.

24.      DEFAULT INTEREST AND INDEMNITY

24.1     If any sum due and payable by either of the Obligors hereunder is not
paid on the due date therefor in accordance with the provisions of Clause 26 or
if any sum due and payable by either of the Obligors under any judgment of any
court in connection herewith is not paid on the date of such judgment, the
period beginning on such due date or, as the case may be, the date of such
judgment and ending on the date upon which the obligation of such Obligor to
pay such sum (the balance thereof for the time being unpaid being herein
referred to as an "unpaid sum") is discharged shall be divided into successive
periods, each of which (other than the first) shall start on the last day of
the preceding such period and the duration of each of which shall (except as
otherwise provided in this Clause 24) be selected by the Bank.

24.2     During each such period relating thereto as is mentioned in Clause
24.1 an unpaid sum shall bear interest at the rate per annum which is the sum
from time to time of one per cent., the Margin, the Associated Costs Rate in
respect thereof at such time and LIBOR on the Quotation Date therefor Provided
that:

                 (i)      if, for any such period, LIBOR cannot be determined,
                          the rate of interest applicable to such unpaid sum
                          shall be the sum from time to time of one per cent.,
                          the Margin, the Associated Costs Rate in respect
                          thereof at such time and the rate per annum equal to
                          the cost to the Bank of funding such unpaid sum for
                          such period from whatever source it may select; and





                                      -34-
   42
                 (ii)     if such unpaid sum is all or part of an Advance which
                          became due and payable on a day other than the last
                          day of an Interest Period relating thereto, the first
                          such period applicable thereto shall be of a duration
                          equal to the unexpired portion of that Interest
                          Period and the rate of interest applicable thereto
                          from time to time during such period shall be that
                          which exceeds by one per cent. the rate which would
                          have been applicable to it had it not so fallen due.

24.3     Any interest which shall have accrued under Clause 24.2 in respect of
an unpaid sum shall be due and payable and shall be paid by the Obligor owing
such unpaid sum at the end of the period by reference to which it is calculated
or on such other date or dates as the Bank may specify by written notice to
such Obligor.

24.4     If the Bank receives or recovers all or any part of an Advance
otherwise than on the last day of an Interest Period relating to that Advance,
the Principal Borrowers shall pay to the Bank on demand an amount equal to the
amount (if any) by which (i) the additional interest which would have been
payable on the amount so received or recovered had it been received or
recovered on the last day of that Interest Period exceeds (ii) the amount of
interest which in the opinion of the Bank would have been payable to the Bank
on the last day of that Interest Period in respect of a sterling deposit equal
to the amount so received or recovered placed by it with a prime bank in London
for a period starting on the third business day following the date of such
receipt or recovery and ending on the last day of that Interest Period.

24.5     The Borrowers undertake to indemnify the Bank against:

                 (i)      any cost, claim, loss, expense (including legal fees)
                          or liability together with any VAT thereon, which it
                          may sustain or incur as a consequence of the
                          occurrence of any Event of Default or any default by
                          the Borrowers or any of them in the performance of
                          any of the obligations expressed to be assumed by
                          them in this Agreement; and

                 (ii)     any loss it may suffer as a result of its funding an
                          Advance requested by the Borrowers hereunder but not
                          made by reason of the operation of any one or more of
                          the provisions hereof.

24.6     Any unpaid sum shall (for the purposes of this Clause 24, Clause 14.1
         and the Third Schedule) be treated as an advance and accordingly in
         this Clause 24, Clause 14.1 and the Third Schedule the term "Advance"
         includes any unpaid sum and the term "Interest Period", in relation to
         an unpaid sum, includes each such period relating thereto as is
         mentioned in Clause 24.1.

25.      CURRENCY OF ACCOUNT AND PAYMENT





                                      -35-
   43
25.1     Sterling is the currency of account and payment for each and every sum
at any time due from either of the Obligors hereunder Provided that:

                 (i)      each payment in respect of costs and expenses shall
                          be made in the currency in which the same were
                          incurred; and

                 (ii)     each payment pursuant to Clause 12.2 or Clause 14.1
                          shall be made in the currency specified by the Bank.

25.2     If any sum due from either of the Obligors under this Agreement 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 hereunder 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 such Obligor, (ii)
obtaining an order or judgment in any court or other tribunal or (iii)
enforcing any order or judgment given or made in relation hereto, the Principal
Borrower shall indemnify and hold harmless the Bank from and against any loss
suffered as a result of any discrepancy 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 Bank 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.

26.      PAYMENTS

26.1     On each date on which this Agreement requires an amount denominated in
sterling to be paid by either of the Obligors, such Obligor shall make the same
available to the Bank for account of the Facility Office by payment in sterling
and in immediately available, freely transferable, cleared funds to The Chase
Manhattan Bank, N.A., London Branch, Sort Code 60-92-42, Attn:  Global
Petroleum (or such other account or bank as the Bank may have specified for
this purpose).

26.2     On each date on which this Agreement requires an amount denominated in
sterling to be paid by the Bank to the Borrowers or any of them hereunder, the
Bank shall make the same available to the Borrower by payment in sterling and
in immediately available, freely transferable, cleared funds to the Borrower's
account number 00000000 with the Bank (or such other account as the Principal
Borrowers or either of them may have specified for this purpose.

26.3     If, at any time, it shall become impracticable (by reason of any
action of any governmental authority or any change in law, exchange control
regulations or any similar event) for any of the Obligors to make any payments
hereunder in the manner specified in Clause 26.1, then such Obligor may agree
with the Bank alternative arrangements for such payments to be made Provided
that, in the absence of any such agreement, such Obligor shall be obliged to
make all payments due to the Bank in the manner specified herein.





                                      -36-
   44
26.4     All payments required to be made by any of the Obligors hereunder
shall be calculated without reference to any set-off or counterclaim and shall
be made free and clear of and without any deduction for or on account of any
set- off or counterclaim.

26.5     All moneys received, recovered or realised by the Bank by virtue of
Clause 21, 22 may, in the Bank's discretion, be credited to a suspense or
impersonal account and may be held in such account for so long as the Bank
thinks fit pending the application from time to time (as the Bank may think
fit) of such moneys in or towards the payment and discharge of any amounts
owing by either of the Obligors to the Bank hereunder.

27.      SET-OFF

Each of the Obligors authorises the Bank to apply any credit balance to which
such Obligor is entitled on any account of such Obligor with the Bank in
satisfaction of any sum due and payable from such Obligor to the Bank hereunder
but unpaid; for this purpose, the Bank is authorised to purchase with the
moneys standing to the credit of any such account such other currencies as may
be necessary to effect such application.  The Bank shall not be obliged to
exercise any right given to it by this Clause 27.

28.      FEES

28.1     The Borrower shall pay to the Bank a commitment commission on the
amount of the Available Facility from day to day during the period beginning on
the date hereof and ending on the Repayment Date, such commitment commission to
be calculated at the rate of three quarters of one per cent. (0.75%) per annum
and payable in arrear on the last day of each successive period of three months
which ends during such period and on the Original Repayment Date and, if, the
Facility has been extended pursuant to Clause 2, each relevant Extended
Repayment Date.

28.2     The Borrower shall pay to the Bank an arrangement fee of L.32,000,
such fee to be paid within ten days of the date hereof (or, if earlier, on the
date on which the first Advance is made hereunder).

28.3     In the event that the Bank agrees to a request for the extension of
the Facilities made pursuant to the provisions of Clause 2.2 the Borrowers
shall pay to the Bank no later than 5 days after the date upon which the Bank
agrees to extend its commitment pursuant to such request an extension fee equal
to point three per cent (0.3%) of the aggregate amount of the Facility at that
time;

29.      COSTS AND EXPENSES

29.1     The Borrowers shall, from time to time on demand of the Bank,
reimburse the Bank for all costs and expenses (including legal fees,
travelling, accommodation and other reasonable out of pocket expenses) together
with any VAT thereon incurred by it in connection with





                                      -37-
   45
the negotiation, preparation and execution of this Agreement and the completion
of the transactions herein contemplated.

29.2     The Borrowers shall, from time to time on demand of the Bank,
reimburse the Bank for all costs and expenses (including legal fees) together
with any VAT thereon incurred in or in connection with the preservation and/or
enforcement of any of its rights under this Agreement.

29.3     The Borrowers shall pay all stamp, registration and other taxes to
which this Agreement or any judgment given in connection herewith is or at any
time may be subject and shall, from time to time on demand, indemnify the Bank
against any liabilities, costs, claims and expenses resulting from any failure
to pay or any delay in paying any such tax.

30.      BENEFIT OF AGREEMENT

This Agreement shall be binding upon and enure to the benefit of each party
hereto and its or any subsequent successors and assigns.

31.      ASSIGNMENTS

31.1     None of the Obligors shall be entitled to assign or transfer all or
any of its rights, benefits and obligations hereunder.

31.2     The Bank may at any time assign all or any of its rights and benefits
hereunder.

31.3     In the event that the Bank transfers its Facility Office and, at the
time of such transfer, there arises an obligation on the part of the Obligors
hereunder to pay to the Bank or any other person an amount in excess of the
amount it would have been obliged to pay but for such transfer, then, without
prejudice to any obligation of the Obligors which arise after the time of such
transfer, the Obligors shall not be obliged to pay the amount of such excess.

32.      DISCLOSURE OF INFORMATION

32.1     Any information disclosed by the Borrowers to the Bank in connection
herewith or in connection with the negotiation of the Facility shall be kept
confidential by the Bank, Provided that the Bank shall be entitled to disclose
such information:

         (a)     in connection with any proceedings arising out of or in
                 connection with any Finance Document;

         (b)     if required to do so by an order of a court of competent
                 jurisdiction whether in pursuance of any procedure for
                 discovering documents or otherwise;

         (c)     pursuant to any law or regulation in accordance with which
                 they party is required or accustomed to act;





                                      -38-
   46
         (d)     to any governmental, banking or taxation authority;

         (e)     to its auditors or legal or other professional advisers; or

         (f)     if the information is in the public domain.

32.2     The Bank may, at any time with the prior consent of the Guarantor,
such consent not to be unreasonably withheld, disclose to any actual or
potential assignee which has executed a confidentiality undertaking in favour
of the Bank and the Guarantor in a form acceptable to the Bank and the
Guarantor any information it has obtained about the Obligors Provided Always
that no person may disclose any information that they may have obtained about
the Obligors or any of them, to any person which it is aware is a supplier,
competitor or customer of any member of the Group.

33.      CALCULATIONS AND EVIDENCE OF DEBT

33.1     Interest and commitment commission shall accrue from day to day and
shall be calculated on the basis of a year of 365 days (or, if market practice
differs, in accordance with market practice) and the actual number of days
elapsed.

33.2     The Bank shall maintain in accordance with its usual practice accounts
evidencing the amounts from time to time lent by and owing to it hereunder; in
any legal action or proceeding arising out of or in connection with this
Agreement, the entries made in such accounts shall be conclusive evidence of
the existence and amounts of the obligations of the Obligors therein recorded.

33.3     A certificate of the Bank as to (i) the amount by which a sum payable
to it hereunder is to be increased under Clause 12.1 or (ii) the amount for the
time being required to indemnify it against any such cost, payment or liability
as is mentioned in Clause 12.2 or 14.1 shall, in the absence of manifest error,
be conclusive for the purposes of this Agreement.

33.4     A certificate of the Bank as to the amount at any time due from the
Borrower hereunder or the amount which, but for any of the obligations of the
Borrowers or any of them hereunder being or becoming void, voidable,
unenforceable or ineffective, at any time would have been due from the Borrower
hereunder shall, in the absence of manifest error, be conclusive for the
purposes of Clauses 20, 21 and 22.

34.      REMEDIES AND WAIVERS

No failure by the Bank to exercise, nor any delay by the Bank in exercising,
any right or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right or remedy prevent any further or other
exercise thereof or the exercise of any other right or remedy.  The rights and
remedies herein provided are cumulative and not exclusive of any rights or
remedies provided by law.





                                      -39-
   47
35.      PARTIAL INVALIDITY

If, at any time, any provision hereof is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions hereof nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction shall in any way be affected or impaired thereby.

36.      NOTICES

36.1     Each communication to be made hereunder shall be made in writing but,
unless otherwise stated, may be made by telex, facsimile or letter.

36.2     Any communication or document to be made or delivered by one person to
another pursuant to this Agreement shall (unless that other person has by
fifteen days' written notice to the one specified another address) be made or
delivered to that other person at the address identified with its signature
below and shall be deemed to have been made or delivered when despatched (in
the case of any communication made by telex) or (in the case of any
communication made by fax), when receipt has been acknowledged (in the case of
any communication made by letter) when left at that address or (as the case may
be) ten days after being deposited in the post postage prepaid in an envelope
addressed to it at that address Provided that any communication or document to
be made or delivered by any of the Obligors to the Bank shall be effective only
when received by the Bank and then only if the same is expressly marked for the
attention of the department or officer identified with the Bank's signature
below (or such other department or officer as the Bank shall from time to time
specify for this purpose).

36.3     Each communication and document made or delivered by one party to
another pursuant to this Agreement shall be in the English language or
accompanied by a translation thereof into English certified (by an officer of
the person making or delivering the same) as being a true and accurate
translation thereof.

37.      LAW

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

38.      JURISDICTION

38.1     Each of the parties hereto irrevocably agrees for the benefit of the
Bank that the courts of England shall have jurisdiction to hear and determine
any suit, action or proceeding, and to settle any disputes, which may arise out
of or in connection with this Agreement and, for such purposes, irrevocably
submits to the jurisdiction of such courts.

38.2     Each of the Obligors irrevocably waives any objection which it might
now or hereafter have to the courts referred to in Clause 38.1 being nominated
as the forum to hear and





                                      -40-
   48
determine any suit, action or proceeding, and to settle any disputes, which may
arise out of or in connection with this Agreement and agrees not to claim that
any such court is not a convenient or appropriate forum.

38.3     Each of the Obligors agrees that the process by which any suit, action
or proceeding is begun may be served on it by being delivered in connection
with any suit, action or proceeding in England, to Gulf Offshore N.S. Limited
at 00 Xxxxxxxxx Xxxx, Xxxxxx XX00 0XX or other its principal place of business
for the time being.  If the appointment of the person mentioned in this Clause
38.3 ceases to be effective in respect of any of the Obligors, such Obligor or
Obligors shall immediately appoint a further person in England to accept
service of process on its behalf in England and, failing such appointment
within 15 days, the Bank shall be entitled to appoint such a person by notice
to such Obligor or Obligors.  Nothing contained herein shall affect the right
to serve process in any other manner permitted by law.

38.4     The submission to the jurisdiction of the courts referred to in Clause
38.1 shall not (and shall not be construed so as to) limit the right of the
Bank to take proceedings against either of the Obligors in any other court of
competent jurisdiction nor shall the taking of proceedings in any one or more
jurisdictions preclude the taking of the proceedings in any other jurisdiction
(whether concurrently or not) if and to the extent permitted by applicable law.

38.5     Each of the Obligors hereby consents generally in respect of any legal
action or proceeding arising out of or in connection with this Agreement to the
giving of any relief or the issue of any process in connection with such action
or proceeding including, without limitation, the making, enforcement or
execution against any property whatsoever (irrespective of its use or intended
use) of any order or judgment which may be made or given in such action or
proceeding.

38.6     To the extent that any of the Obligors may in any jurisdiction claim
for itself or its assets immunity from suit, execution, attachment (whether in
aid of execution, before judgment or otherwise) or other legal process and to
the extent that in any such jurisdiction there may be attributed to itself or
its assets such immunity (whether or not claimed), such Obligor hereby
irrevocably agrees not to claim and hereby irrevocably waives such immunity to
the full extent permitted by the laws of such jurisdiction.

AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.





                                      -41-
   49
                               THE FIRST SCHEDULE

                         Condition Precedent Documents

1.       In relation to each of the Obligors and Chalvoyage (M) Sdn Bhd
         ("Chalvoyage"):

         (i)     a copy, certified a true copy by a duly authorised office of
                 such Obligor, of the constitutive documents of such Obligor
                 and Chalvoyage;

         (ii)    a copy, certified a true copy by a duly authorised officer of
                 such Obligor and Chalvoyage, of a Board Resolution of such
                 Obligor and Chalvoyage approving the execution, delivery and
                 performance of this Agreement and the terms and conditions
                 hereof and authorising a named person or persons to sign this
                 Agreement and any documents to be delivered by such Obligor
                 and Chalvoyage pursuant hereto; and

         (iii)   a certificate of a duly authorised officer of such Obligor
                 setting out the names and signatures of the persons authorised
                 to sign, on behalf of such Obligor, this Agreement and any
                 documents to be delivered by such Obligor pursuant hereto.

2.       A copy, certified a true copy by or on behalf of the Principal
         Borrowers, of each such law, decree, consent, licence, approval,
         registration or declaration as is, in the opinion of counsel to the
         Bank, necessary to render this Agreement and the Security Documents
         legal, valid, binding and enforceable, to make this Agreement and the
         Security Documents admissible in evidence in each Obligor's
         jurisdiction of incorporation and to enable each of the Obligors to
         perform its obligations hereunder.

3.       A deed of trust executed between the Security Trustee, the Bank, the
         Hedge Counterparty, the Financial Institutions named in the Syndicated
         Facility as banks, the Borrowers and others, pursuant to which the
         Security Trustee declares itself to be trustee for the Bank, the Hedge
         Counterparty and such Financial Institutions in respect of any
         security granted pursuant to any Security Document.

4.       A first priority statutory ship mortgage and deeds of covenant
         collateral thereto executed in respect of the following vessels:

         (a)     p.s.v. "Balblair", to be renamed "Highland Champion";

         (b)     p.s.v. "Northern Fortress", to be renamed "Highland Fortress";

         (c)     m.v. "Highland Sprite";

         (d)     m.v. "Sem Courageous"; and





                                      -42-
   50
         (e)     m.v. "Sem Valiant".


5.       First preferred Panamanian ship mortgages and assignments of earnings
         and insurance collateral thereto executed in respect of the following
         vessels:

                 (f)      the m.v. "Sea Whip"; and

                 (g)      the m.v. "Sea Witch".

6.       Share Pledges over:

                 (h)      all of the shares in GONS and GOFE legally owned by
                          the Principal Borrowers; and

                 (i)      all of the shares in Chalvoyage legally owned by
                          GOFE.

7.       An assignment of all the rights of GOFE in respect of the $5,600,000
         loan made or to be made available by GOFE to Chalvoyage pursuant to an
         agreement entered or to be entered into between GOFE and Chalvoyage.

8.       Evidence that the Borrowers have complied with all of their
         obligations arising under any Security Document relating to insurance
         of the Original Vessels, together with a report, issued by an
         independent person, (being an insurance broker and/or insurance
         consultant), addressed to the Agent confirming that insurances
         effected in respect of the Original Vessels are adequate.

9.       All such notices of assignment as may be called for by any of the
         Security Documents.

10.      A valuation of the Mortgaged Vessels addressed to the Bank by an
         independent valuer acceptable to the Bank, confirming that as at the
         date hereof the value of the Mortgaged Vessels is not less than
         $35,000,000.

11.      Copies, certified true copies by a duly authorised officer of the
         relevant Obligor of each charter relating to the Mortgaged Vessels,
         together with confirmation that each such charter remains in full
         force and effect.

12.      Evidence as to the operational condition of each of the Original
         Vessels, such evidence to be in such form and such terms as the Bank
         may require.

13.      The Master Agreements.





                                      -43-
   51
14.      Evidence of the novation or assignment or consent by the charterers of
         the BP Fleet Vessels to the novation or assignment of the time
         charterparties relating to the BP Fleet Vessels.

15       An opinion of the Guarantors' U.S. counsel.

16.      An opinion of each of GOMI and GOFE's Panamanian counsel.

17.      An opinion of each of GNS and GDNS's English counsel.

18.      An opinion from Chooi & Co., Malaysian counsel for the Bank.

19.      An opinion from Xxxxx, Xxxxxxx and Xxxxxxx, Panamanian counsel for the
         Bank.

20.      An opinion of Xxxxxxxx Chance, solicitors for the Bank.

21.      Evidence that GONS has agrees to act as agent for the Obligors for the
         service of process in England.




                                      -44-
   52
                              THE SECOND SCHEDULE

                               Notice of Drawdown


From:    [      ]

To:      The Chase Manhattan Bank, N.A.

Dated:



Dear Sirs,

1.       We refer to the agreement (as from time to time amended, varied,
novated or supplemented, the "Facility Agreement") dated [       ], 1993 and
made between ourselves and others as borrowers, GulfMark International Inc. as
guarantor and yourselves as lender.  Terms defined in the Facility Agreement
shall have the same meaning in this notice.

2.       We hereby give you notice that, pursuant to the Facility Agreement and
on [date of proposed Advance], we wish to borrow an Advance in the amount of [
] Sterling upon the terms and subject to the conditions contained therein.

[3.      We would like this Advance to have a first Interest Period of [ ]
months' duration.]*

4.       We confirm that, at the date hereof, the representations set out in
Clause 16 of the Facility Agreement are true and no Event of Default or
Potential Event of Default has occurred.

5.       The proceeds of this drawdown should be credited to [insert account
details].

                                Yours faithfully


                       ..................................
                              for and on behalf of
                      [                                  ]

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

* Insert only if there are no outstanding Advances.





                                      -45-
   53
                               THE THIRD SCHEDULE

                             Associated Costs Rate


1.       For the purposes of this Agreement, the cost of compliance with
existing requirements of the Bank of England in respect of Advances denominated
in sterling will be calculated by the Bank in relation to each Advance by
reference to the circumstances existing on the first day of each Interest
Period in respect of such Advance and, if any such Interest Period exceeds
three months, at three calendar monthly intervals from the first day of such
Interest Period during its duration in accordance with the following formula:


                                            
                 AB + C(B - E) + D(B - F)      per cent., per annum
                 ------------------------                          
                          100-(A + D)


Where:

         A       is the percentage of eligible liabilities which the Bank is
                 from time to time required to maintain as an interest free
                 cash deposit with the Bank of England to comply with cash
                 ratio requirements.

         B       is the percentage rate per annum at which sterling deposits
                 are offered by the Bank, in accordance with its normal
                 practice, for a period equal to (i) the relevant Interest
                 Period (or, as the case by be, remainder of such Interest
                 Period) in respect of the relevant Advance or (ii) three
                 months, whichever is the shorter, to a leading bank in the
                 London Interbank market at or about 11.00 a.m. in a sum
                 approximately equal to the amount of such Advance.

         C       is the percentage of eligible liabilities which the Bank is
                 from time to time required by the Bank of England to maintain
                 as secured money with members of the London Discount Market
                 Association ("LDMA") and/or as secured call money with money
                 brokers and gilt edged market makers.

         D       is the percentage of eligible liabilities which the Bank is
                 required from time to time to maintain as interest bearing
                 special deposits with the Bank of England.

         E       is the percentage rate per annum at which members of the LDMA
                 are offered sterling deposits in a sum approximately equal to
                 the amount of the relevant Advance as a callable fixture from
                 the Bank for such period as determined in accordance with B
                 above at or about 11.00 a.m.

         F       is the percentage rate per annum payable by the Bank of
                 England to the Bank on interest bearing special deposits.





                                      -46-
   54
2.       For the purposes of this Schedule "eligible liabilities" and "special
deposits" shall bear the meanings ascribed to them from time to time by the
Bank of England.

3.       The percentages used in A, C and D above shall be those required to be
maintained on the first day of the relevant period as determined in accordance
with B above.

4.       In application of the above formula, A, B, C, D, E and F will be
included in the formula as figures and not as percentages e.g. if A is 0.5 per
cent. and B is 12 per cent., AB will be calculated as 0.5 x 12 and not as 0.5
per cent. x 12 per cent.

5.       Calculations will be made on the basis of a 365 day year (or, if
market practice differs, in accordance with market practice).

6.       A negative result obtained by subtracting E from B or F from B shall
be taken as zero.

7.       The resulting figure shall be rounded upwards, if not already such a
multiple, to the nearest whole multiple of one-thirty-second of one per cent.
per annum.

8.       Additional amounts calculated in accordance with this Schedule are
payable on the last day of the Interest Period to which they relate.

9.       The determination of the Associated Costs Rate in relation to any
period shall, in the absence of manifest error, be conclusive and binding on
all of the parties hereto.

10.      The Bank may from time to time, after consultation with the Borrower,
determine and notify to the Guarantor any amendments or variations which are
required to be made to the formula set out above in order to comply with any
requirements from time to time imposed by the Bank of England in relation to
Advances denominated in sterling (including without limitation, any
requirements relating to sterling primary liquidity) and, any such
determination shall, in the absence of manifest error, be conclusive and
binding on all the parties hereto.





                                      -47-
   55
The Borrowers

GULFMARK NORTH SEA LIMITED
as principal borrower

by:          /s/ Xxxxx Xxxx

Address:         00 Xxxxxxxxx Xxxx
                 Xxxxxx XX00 0XX

Attention:       Xxxxx Xxxx



GULF OFFSHORE MARINE INTERNATIONAL INC.
as principal borrower

by:          /s/ Xxxxx Xxxx

Address:         000 Xxxxxx Xxxxxx Xxxxxxx
                 Xxxxx 000
                 Xxxxxxxxx
                 Xxxxxxxxx 00000
                 XXX

Attention:       Xxxxx Xxxxxxxx



GULF OFFSHORE N.S. LIMITED
as permitted borrower

by:          /s/ Xxxxx Xxxx

Address:         00 Xxxxxxxxx Xxxx
                 Xxxxxx XX00 0XX

Attention:       Xxxxx Xxxx





                                      -48-
   56
GULF OFFSHORE FAR EAST INC.
as permitted borrower

by:          /s/ Xxxxx Xxxx

Address:         000 Xxxxxx Xxxxxx Xxxxxxx
                 Xxxxx 000
                 Xxxxxxxxx
                 Xxxxxxxxx 00000
                 XXX

Attention:       Xxxxx Xxxxxxxx


THE GUARANTOR

GULFMARK INTERNATIONAL INC.

by:          /s/ Xxxxx X Xxxxxx

Address:         0 Xxxx Xxx Xxxxxxxxx
                 Xxxxx 0000
                 Xxxxxxx
                 Xxxxx 00000-0000
                 XXX

Attention:       Xxxxx Xxxxxx


THE BANK

THE CHASE MANHATTAN BANK, N.A.

By:          /s/ E Xxxxxx

Address:         Xxxxxxxx Xxxxx
                 Xxxxxxx Xxxxxx
                 Xxxxxx XX0X 0XX

Attention:       Global Petroleum

Facsimile:       962 5030

Telex:           8954681 CMB G





                                      -49-