**Exhibit 4.85**

**Revised Subordinated Loan Agreement**

**Dated 30 June 2006**

**Between**

**Aurelia Energy NV**

**And**

**Marenco Investments Ltd**

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THIS AGREEMENT is madeand entered into as of the 30 June 2006 and is made effective as of that dateby and among:

AURELIA ENERGY NV, acompany with limited liability under the laws of the Netherlands Antilles, withits statutory seat at Landhuis Joonchi, Kaya Richard Beaujon z/n, Curaçao, theNetherlands Antilles (“**Aurelia Energy**”),for the purposes hereof duly represented by Gregory E. Elias, director of FortisIntertrust(Curaçao) NV, as director of Aurelia Energy NV; and

MARENCO INVESTMENTS LTD,a company with limited liability under the laws of Malta, with its statutoryseat at 48 Sqaq Nru 2, Triq Ix-Xatt, Pieta MSD 08, Malta (“**Marenco**”),for the purposes hereof duly represented by Mr. Stuart Blackburn, director ofOsiris Corporate Services Ltd, as director of Marenco.

WHEREASAurelia Energy and Marenco have entered into loan agreements dated January 19,1996, February 21, 1996, July 9, 1996, December 31, 1996, April 15, 1998,November 30, 1998 and February 8, 1999 (together with any other agreements orarrangements relating hereto, the “Prior Loans”);

WHEREAS Aurelia Energyand Marenco have amended the Prior Loans with Amended and Restated SubordinatedLoan Agreement dated 21 November 2001 (the “Amended and Restated SubordinatedLoan Agreement”)

WHEREASit is understood that for the purposes of this Revised Subordinated LoanAgreement the Amended and Restated Subordinated Loan Agreement will formpart of the Prior Loans as of 30 June 2006;

WHEREAS, the aggregateamounts outstanding with respect to the Prior Loans as of 30 June 2006 amountto US$ 152,134,730.00. which amounts together include all amounts of unpaidprinciple, all accumulated and unpaid interest and any other amounts due andowing at such date;

WHEREAS Aurelia Energyhas used all the amounts received under the Prior Loans to finance theoperations of its direct and indirect subsidiaries, partly as a capitalcontribution and partly as an intercompany loan;

WHEREAS Aurelia Energy isa guarantor under a US$ 850 million revolving credit facility arrangement(together with any amendments, modifications, extensions, restructurings orsuccessor agreements relating thereto, the **“Credit Facility**”)dated 29 June 2006 among certain of its indirect subsidiaries and a syndicateof banks identified therein (together with such other banks as from time totime may be a party to the Credit Facility, the “**Banks**”);

WHEREAS Aurelia Energy isa guarantor under an indenture (as amended from time to time, the “**Indenture**”) entered into among Aurelia Energy, any of itsdirect or indirect subsidiaries and The Bank of New York, as trustee, (the “**Trustee**”) in respect of senior notes of Bluewater Finance Limited(together with debt securities having substantially the same terms as thesenior notes and issued in exchange for the senior notes, the “**Senior Notes**”);

WHEREAS Aurelia Energyand Marenco now wish to amend and restate the loan agreements with respect tothe Prior Loans in order to subordinate Aurelia Energy’s 

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obligations thereunder toits obligations under the Credit Facility and the Indenture, and for certainother purposes;

WHEREAS, in considerationfor the offering of the Senior Notes and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Aurelia Energyand Marenco now wish to add the Banks, the holders of the Senior Notes and the Trustee, on behalf of theholders of the Senior Notes, as beneficiaries of this Agreement; and

WHEREAS, Aurelia Energyand Marenco now wish to amend the arrangements of the Amended and RestatedSubordinated Loan Agreement and to replace them with a Revised SubordinatedLoan Agreement (the “Revised Subordinated Loan Agreement”)

NOW THEREFORE, theparties hereto agree as follows:

# **1.****                            Receivable**

## 1.1                                 AureliaEnergy and Marenco agree and confirm that the Amended and Restated SubordinatedLoan Agreement is hereby replaced in its entirety by this Revised SubordinatedLoan Agreement as of the date first written above.

## 1.2.                              AureliaEnergy confirms that it has received from Marenco, and Marenco acknowledgesthat it has made available to Aurelia Energy, the aggregate amount of US$152,134,730.00which amounts together constitute all amounts of principal, accrued interestand any other amounts due and owing in respect of the Prior Loans which areunpaid as of June 30, 2006.

## 1.3                                 AureliaEnergy confirms and Marenco acknowledges that the aggregate principal amount ofthe Prior Loans was used by Aurelia Energy in respect of its investments in theactivities of its direct and indirect subsidiaries.

## 1.4                                 AureliaEnergy and Marenco represent and warrant that, other than the Prior Loans,there are no loans or other arrangements for the extension of credit between(a) Aurelia Energy or any of its direct and indirect subsidiaries and (b) anyaffiliate of Aurelia Energy other than its direct and indirect subsidiaries,except as described in Schedule I to this Agreement

# **2.****                            SubordinatedLoan**

## 2.1           Aurelia Energy and Marenco agreethat:

(a)                                AureliaEnergy’s obligations under the Prior Loans shall be subordinated and junior inright of payment to its obligations under each of the Credit Facility and theIndenture and to the prior payment in full in cash of all amounts due and to bedue under each such agreement;

(b)                               noamounts in respect of the Prior Loans shall mature or be due and payable, shallbe mandatory redeemable, pursuant to a sinking fund obligation or otherwise,shall be redeemable at the option of Marenco, in whole or in part, or shall berepurchased by Aurelia Energy or any of its subsidiaries prior to the paymentin full in cash of all amounts due and to be due under each of the CreditFacility and the Indenture;

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(c)                                nopayment, in cash, securities or otherwise, of interest or any other amounts inrespect of the Prior Loans shall be made prior to the payment in full in cashof all amounts due and to be due under the Credit Facility, except to theextent such payment qualifies and is treated as an allowed dividenddistribution under the Credit Facility;

(d)                               nopayment, in cash, securities or otherwise, of interest or any other amounts inrespect of the Prior Loans shall be made prior to the payment in full in cashof all amounts due and to be due in respect of the Senior Notes under theIndenture other than as permitted under the “Restricted Payments” Covenant ofthe Indenture;

(e)                                  uponany total or partial liquidation, dissolution or winding up of Aurelia Energyor in a bankruptcy, reorganization, insolvency, receivership or similarproceeding relating to Aurelia Energy or its property, whether voluntary orinvoluntary, the Banks, the holders of the Senior Notes and the Trustee, onbehalf of the holders of the Senior Notes, will be entitled to receive paymentin full in cash of all obligations under the Credit Facility and the Indenture,respectively, (whether present, future or contingent and including principal,interest and all other sums due, and including, without limitation, anyinterest accruing subsequent to the initiation of such a proceeding or eventwhether or not such interest would be an allowable claim enforceable againstAurelia Energy in any such proceeding or after any such event) before Marencowill be entitled to receive any payment, in cash, securities or otherwise, inrespect of the Prior Loans;

(f)                                    inthe event that any payment shall be received by Marenco or any other holders ofthe Prior Loans when such payment is not permitted under this Agreement, suchpayment shall be held in trust for the benefit of, and shall be paid over ordelivered to, the Banks, the holders of the Senior Notes and the Trustee, onbehalf of the holders of the Senior Notes;

(g)                                 priorto the payment in full in cash of all amounts due and to be due under each ofthe Credit Facility and the Indenture, neither this Agreement nor any agreementrelating to the Prior Loans shall be entered into, or amended in any manneradverse to, the Banks or the holders of the Senior Notes;

(h)                               Marenco,in its sole discretion, may assign all of its rights under this Agreement,including the right to receive payments, to another party, provided that suchother party shall be wholly owned by Marenco’s ultimate beneficial shareholderas such beneficial shareholder exists on the date hereof. Any such assignmentshall be effective only if written notice of such action is given by Marenco toAurelia Energy, the Banks and the Trustee. Such assignee, after suchassignment, shall be subject to each and every provision of this Agreementincluding, without limitation, the provisions of this Section 2; and

(i)                                   thesubordination and other provisions of this Agreement are for the benefit of,and shall be directly enforceable by, the Banks, the holders of the SeniorNotes (whether or not such person is a holder on the date hereof) and theTrustee, on behalf of the holders of the Senior Notes.

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## 2.2                                 Subjectto the other provisions of this Agreement including, without limitation,Section 2.1(g) hereof, it is understood and confirmed between parties that thetotal amount of the loans in respect of the Prior Loans, including accumulatedinterest has been converted into U.S. dollars as per July 1, 2001 as agreedbetween parties in the Addendum to Subordinated Loan Agreement signed onDecember 7, 2001.

# **3.****                            Repayment,interest and certain undertakings**

## 3.1           Aurelia Energy undertakes that itshall not:

(a)                                pay,prepay or repay or make any distribution, in cash, securities or otherwise, ofany amounts that may at any time be due and owing in respect of the Prior Loansprior to the payment in full in cash of all amounts due and to be due undereach of the Credit Facility and the Indenture, except as permitted underSection 2.1(c) and Section 2.1(d) of this Agreement;

(b)                               setoff any amounts owed under the Prior Loans against any amounts which it may beowed by any Person; or

(c)                                takeany action or omit to take any action whereby the provisions of this Agreementmight be terminated, impaired or adversely affected. 3.2   After the payment in full in cash of all amounts due and to be dueunder each of the Credit Facility and the Indenture, Aurelia Energy will repay,in 5 equal annual installments, the principal amount of the Prior Loanstogether with the interest accrued thereon, at the rate specified in Section3.3 below, to the respective annual dates of payment.

## 3.3           Interest with respect to the PriorLoans is hereby fixed and shall accrue at 7% per annum from and after the datehereof.

## 3.4                                 Exceptas permitted under Section 2.1(c) and Section 2.1(d) of this Agreement,interest amounts in respect of the Prior Loans shall not be paid prior to thepayment in full in cash of all amounts due and to be due under each of theCredit Facility and the Indenture, but added to the Prior Loans and shallaccrue and be capitalized on an annual basis at the rate set forth in Section3.3 hereof.

## 3.5                                 Marencoundertakes that it shall not take any Enforcement Action in respect of thePrior Loans prior to the payment in full in cash of all amounts due and to bedue under each of the Credit Facility and the Indenture. **“Enforcement Action” means to**exercise orenforce (including, without limitation, by demand for payment, acceleration orotherwise) or require any agent or trustee to exercise or enforce (including,without limitation, by demand for payment, acceleration of otherwise) anyrights under or pursuant to the provisions of the Prior Loans or under anyagreement or to petition for:

(a)                                anyresolution to be passed or order made for the winding-up, liquidation,dissolution, administration or reorganization of Aurelia Energy;

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(b)                               anyinsolvency, bankruptcy, reorganization, receivership, liquidation, dissolutionor other similar proceedings whether voluntary or involuntary (and whether ornot involving insolvency) of Aurelia Energy;

(c)                                anyvoluntary arrangement or composition with or assignment for the benefit of oneor more of its creditors by Aurelia Energy with a view to the generalreadjustment of rescheduling of its indebtedness or makes a general assignmentfor the benefit of a composition with its creditors;

(d)                               anyattachment, distress, execution, sequestration or similar process to be takenagainst the undertaking or assets of Aurelia Energy or any money judgment to beentered against Aurelia Energy; or

(e)                                anyanalogous event with respect to Aurelia Energy.

# **4.****                            Waiverof Security**

4.1                   Prior to thepayment in full in cash of all amounts due and to be due under each of theCredit Facility and the Indenture, Marenco will not request Aurelia Energy toprovide any security for the repayment of the Prior Loans or the payment ofinterest thereunder.

4.2                   Prior to thepayment in full in cash of all amounts due and to be due under each of theCredit Facility and the Indenture, the Prior Loans shall not be secured by alien on any assets of Aurelia Energy or any of its subsidiaries and shall notbe guaranteed by any direct or indirect subsidiary of Aurelia Energy.

# **5.****                            Confidentiality**

Except as reasonablyrequired in connection with the issuance and the exchange of the Senior Notes, includingthe preparation of offering memoranda and the registration of the Senior Noteswith the U.S. Securities and Exchange Commission, the parties hereto agree notto disclose any information with respect to the contents of this Agreement toparties other than their affiliates unless they are under an obligation to doso by or pursuant to law or applicable regulations. The foregoing shall notapply to information in the scope of a proceeding referred to in Section 11 ofthis Agreement.

# **6.****                            Terminationand Dissolution**

After the execution ofthis Agreement, none of the parties may bring an action to dissolve or annulthis Agreement. The parties’ obligations under this Agreement shall terminate(i) with respect to the Banks, upon the termination of the Credit Facility andthe payment in full in cash of all amounts due and to be due thereunder, and (ii)with respect to the holders of the Senior Notes and the Trustee, on behalf ofthe holders of the Senior Notes, upon the termination of the Indenture and thepayment in full in cash of all amounts due and to be due thereunder.

# **7.****                            EntireAgreement**

7.1                   This Agreementcontains all of the agreements between the parties on the subject matter hereofand supersedes and replaces any and all previous 

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agreements between the parties hereto, expresslyincluding any and all agreements governing the Prior Loans executed prior tothis Agreement.

7.2                     Subjectto the other provisions of this Agreement, including, without limitation,Section 2.1(g) hereof, this Agreement may only be amended in writing and ifexecuted by the parties hereto.

# **8.****                            Partialinvalidity**

In the event that one or more provisions of this Agreement is or shallbe held or determined to be invalid, unenforceable or non-binding, theremaining provisions of this Agreement shall continue to be effective. Theparties hereby agree to replace the invalid, unenforceable or non-bindingprovision or provisions, as the case may be, with a provision or provisionsthat is or are binding and that differs or differ as little as possible (takinginto account the object and the purpose of this Agreement) from the invalid,unenforceable or non-binding provision or provisions, as the case may be.

# **9.****                            Notices**

9.1                   The parties tothis Agreement agree to provide written notice to the Banks and the Trustee ofany amendment or assignment of this Agreement, or any default by any partyhereto with respect to its obligations hereunder, immediately following anysuch default.

9.2                   All notices andother communications hereunder shall take effect on receipt either by letter orfacsimile transmission. Such notices shall be sent to the relevant party atsuch address of facsimile number as it may notify to the other party from timeto time in writing.

9.3                   Any and allcommunications or notices to Aurelia Energy shall, as long as Aurelia Energyhas not given written notice of any other address to each of Marenco, the Banksand the Trustee, be sent to the following address: 
| Name    |   | : | Aurelia Energy NV                                   |
|---------|--------|---|-----------------------------------------------------|
| Address |   | : | Landhuis Joonchi Kaya Richard J. Beaujon Willemstad |
| Country |   | : | Curacao, the Netherlands Antilles                   |
| Attn    |   | : | Mr Gregory E. Elias                                 |

 

9.4                   Any and allcommunications or notices to Marenco shall, as long as Marenco has not givenwritten notice of any other address to Aurelia Energy, the Banks and theTrustee, be sent to the following address: 
| Name    |   | : | Marenco Investments Ltd                                  |
|---------|--------|---|----------------------------------------------------------|
| Address |   | : | Paramount Building Eucharistic Congress Rd Mosta MST  01 |
| Country |   | : | Malta                                                    |
| Attn    |   | : | Osiris Corporate Services Ltd. (Mr. Stuart  Blackburn)   |

 

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9.5                   Any and allcommunications or notices to the Banks shall, as long as the Banks have notgiven any written notice of any other address to Marenco, Aurelia Energy andthe Trustee, be sent to the following address: 
| Name    |   | : | ING Bank NV                                            |
|---------|--------|---|--------------------------------------------------------|
| Address |   | : | Bjilmerplein 888 Amsterdam-Zuidoost 1000 BV  Amsterdam |
| Country |   | : | Netherlands                                            |
| Attn    |   | : | Mr. Jaap-Jan Prins                                     |

 

9.6                  NotUsed

9.7                   Any and allcommunications or notices to the Trustee shall, as long as the Trustee has notgiven any written notice of any other address to Marenco, Aurelia Energy andthe Banks, be sent to the following address: 
| Name    |   | : | The Bank of New York             |
|---------|--------|---|----------------------------------|
| Address |   | : | One Canada Square London E14 5AL |
| Country |   | : | United Kingdom                   |
| Attn    |   | : | Ms Sunjeeve Patel                |

 

# **10.****                     Assignment**

10.1               ThisAgreement shall be binding on and inure to the benefit of each party hereto,and each such person’s respective subsequent permitted successors, transfereesor assigns. Except as expressly permitted under Section 2.1(h) of thisAgreement, neither Marenco nor Aurelia Energy shall assign or transfer all orany of its rights, benefits or obligations hereunder.

# **11.****                     Applicablelaw**

11.1               **THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.**

11.2               Each of the partieshereto irrevocably agrees that any suit, action or proceeding arising out of orrelating to this Agreement, may be instituted in any federal or state court inthe State of New York, borough of Manhattan; irrevocably waives, to the fullestextent it may effectively do so, any objection which it may now or hereafterhave to the laying of venue of any such proceeding; and irrevocably submits tothe jurisdiction of such courts in any such suit, action or proceeding andwaives any other requirements of or objections to personal jurisdiction withrespect thereto. The parties irrevocably appoint CT Corporation System, locatedat 111 8 Avenue, New York, N.Y. 10011 as their respective agent (the “AuthorizedAgent’) for service of process in any suit, action or proceeding arising out ofor relating to this Agreement that may be instituted in federal or state courtsin the State of New York, borough of Manhattan. Such appointment shall be forso long as any amounts shall be due and owing under 

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the Credit Facility or any amounts shall be due orwill be due in respect of the Senior Notes under the Indenture, and suchappointment shall be irrevocable during the aforesaid period unless and untilreplaced by an agent reasonably acceptable to the parties. The partiesundertake that the Authorized Agent will have agreed to act as said agent forservice of process prior to the issuance of the Senior Notes under theIndenture and that they will take any and all action, including the filing ofany and all documents and instruments, that may be necessary to continue suchappointment in full force and effect as aforesaid. Service of process upon theAuthorized Agent and written notice of such service to the parties, asapplicable, shall be deemed, in every respect, effective service of processupon the parties.

11.3               Each ofMarenco and Aurelia Energy hereby knowingly, voluntarily and intentionallywaives any right to trial by jury in any action or proceeding which in anymanner arises out of or in connection with or is in any way related to thisAgreement or any of the transactions contemplated herein.

# **12.****                     Costs**

Each party hereto shall pay its own costs incurred or to be incurred inconnection with this Agreement, unless otherwise separately agreed in writing.

# **13.****                     Counterparts**

This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constituteone and the same instrument.

# **14.****                     Terms**

Terms used herein and not otherwise defined have the meanings assignedto such terms in the Credit Facility as they relate to the Credit Facility andthe Indenture as they are used otherwise.

# **15.****                     Headings**

The Section headings included herein are for convenience only and shallnot affect the construction of this Agreement.

The present Agreement issigned in two copies on .........................
| AURELIA ENERGY NV                                                                          |   | MARENCO INVESTMENTS LTD                                                             |
|--------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------|
|                                                                                       |   |                                                                                |
|                                                                                       |   |                                                                                |
|                                                                                       |   |                                                                                |
| Fortis  Intertrust (Curacao) N.V., Managing Director, represented by Mr. Gregory E.  Elias |   | Osiris Corporate Services Ltd., Director,  represented by Mr. Stuart Blackburn |
| Aurelia Energy  NV                                                                         |   | Marenco Investments Ltd                                                             |
| Curacao,  Netherlands Antilles                                                             |   | Valletta, Malta                                                                     |

 

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**Schedule1**

1.1                                 LoanAgreement dated May 12, 1997 between Marenco and Aurelia Energy;

1.2                                 LoanAgreement dated May 12, 1997 between Marenco and Aurelia Energy; and

1.3                                 LoanAgreement dated February 1, 1998 between Marenco and Aurelia Energy;

1.4                                 Amendedand Restated Subordinated Loan Agreement dated November 21, 2001 betweenMarenco and Aurelia Energy.

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