**Exhibit 4.68**
| Private & Confidential | Execution Version |
|----------------------------|-------------------|

 

**Dated               June 2006**

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**TRUST DEED AND**

**DEED OF PROCEEDS AND PRIORITIES**

**in relation to a**

**REVOLVINGCREDIT FACILITY AGREEMENT**

**of up to US$850,000,000**

**to**

**BLUEWATER HOLDING B.V.**

**BLUEWATER ENERGY SERVICES B.V.**

**BLUEWATER (AOKA MIZU) N.V.**

**provided by**

**the banks and financial**

**institutions named herein**

**arranged by**

**ING BANKN.V.**

**FacilityAgent: ING BANK N.V.**

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**Contents**
| Clause                                               | ** **                                | **Page** |
|------------------------------------------------------|-------------------------------------------|----------|
|                                                 |                                      |     |   |
| 1                                                    | Definitions                               |     | 2 |
|                                                 |                                      |     |   |
| 2                                                    | Interpretation                            |     | 2 |
|                                                 |                                      |     |   |
| 3                                                    | Secured Property                          |     | 4 |
|                                                 |                                      |     |   |
| 4                                                    | Priorities                                |     | 5 |
|                                                 |                                      |     |   |
| 5                                                    | Subordination                             |     | 5 |
|                                                 |                                      |     |   |
| 6                                                    | Security Trustee                          |     | 6 |
|                                                 |                                      |     |   |
| 7                                                    | Declaration of Trust                      |     | 15 |
|                                                 |                                      |     |   |
| 8                                                    | Security Trustee Account                  |     | 15 |
|                                                 |                                      |     |   |
| 9                                                    | Application of Proceeds                   |     | 16 |
|                                                 |                                      |     |   |
| 10                                                   | Application of Assigned Property Proceeds |     | 17 |
|                                                 |                                      |     |   |
| 11                                                   | Representations and Warranties            |     | 20 |
|                                                 |                                      |     |   |
| 12                                                   | Bluewater Waiver and Subordination        |     | 20 |
|                                                 |                                      |     |   |
| 13                                                   | Notifications and Consents                |     | 22 |
|                                                 |                                      |     |   |
| 14                                                   | Certificates                              |     | 22 |
|                                                 |                                      |     |   |
| 15                                                   | Loss Payable Clauses                      |     | 23 |
|                                                 |                                      |     |   |
| 16                                                   | Assignments and Transfers                 |     | 23 |
|                                                 |                                      |     |   |
| 17                                                   | Costs and indemnities                     |     | 26 |
|                                                 |                                      |     |   |
| 18                                                   | Custody of Documents                      |     | 27 |
|                                                 |                                      |     |   |
| 19                                                   | Further Assurance and Power of Attorney   |     | 27 |
|                                                 |                                      |     |   |
| 20                                                   | Notices                                   |     | 28 |
|                                                 |                                      |     |   |
| 21                                                   | Law and Jurisdiction                      |     | 28 |
|                                                 |                                      |     |   |
| 22                                                   | Miscellaneous                             |     | 29 |
|                                                 |                                      |     |   |
| 23                                                   | Parallel debt                             |     | 31 |
|                                                 |                                      |     |   |
|                                                 |                                      |     |   |
| Schedule 1 The Banks and Financial Institutions |                                      | 33       |
|                                                 |                                      |     |
| Schedule 2 Form of Loss Payable Clause          |                                      | 34       |

 

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| Schedule 3 DPP Supplemental Deed |   | 35     |
|---------------------------------------|--------|--------|
|                                  |   |   |
| Schedule 4 Notices               |   | 38     |

 

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**THIS DEED** isdated       June, 2006, and made BETWEEN:

(1)                                                  **THE BANKS AND FINANCIAL INSTITUTIONS** whose names andaddresses are set out in Schedule 1, as banks;

(2)                                                  **ING BANK N.V.**, as arranger;

(3)                                                  **ING BANK N.V.**, as facility agent;

(4)                                                  **ING BANK N.V.**, as security trustee;

(5)                                                  **BLUEWATER HOLDING B.V., BLUEWATER ENERGY SERVICES B.V.**and **BLUEWATER (AOKA MIZU) N.V.**,****asborrowers and obligors;

(6)                                                  **AURELIA ENERGY N.V., BLUEWATER ENERGY N.V., BLUEWATER OFFSHOREPRODUCTION SYSTEMS LIMITED, BLUEWATER FLOATING PRODUCTION B.V., BLUEWATER (BLEOHOLM) N.V., BLUEWATER (GLAS DOWR) N.V., BLUEWATER (HAEWENE BRIM) N.V.,BLUEWATER (MUNIN) N.V., BLUEWATER OFFSHORE PRODUCTION SYSTEMS N.V., BLUEWATERINTERNATIONAL B.V., LUFENG DEVELOPMENT COMPANY ANS, BLUEWATER SERVICES (UK)LIMITED, BLUEWATER ETTRICK PRODUCTION (UK) LIMITED, BLUEWATER (FLOATINGPRODUCTION) LIMITED, BLUEWATER OPERATIONS (UK) LIMITED, BLUEWATER (UK) LIMITEDAND PIERCE PRODUCTION COMPANY LIMITED**, as guarantors and obligors;

(7)                                                  **BLUEWATER ENERGY SERVICES B.V.**, as Bluewater agent; and

(8)                                                  **ING BANK N.V.**, acting through its Amsterdam head office, assecurity trustee account bank.

**WHEREAS:**

(A)                                              Theparties hereto have entered into this Deed for the purposes of (inter alia):

(i)            recordingthe order of priority in which the respective rights of the Beneficiaries inand to the Secured Property shall rank inter se;

(ii)           appointingthe Security Trustee as trustee of the Secured Property for the Beneficiaries;and

(iii)          regulatingthe manner in which disposals of the Equipment will be effected and the mannerin which the Proceeds will be distributed among the parties hereto.

(B)                                                Pursuantto the Credit Agreement, the Banks have agreed to make available to theBorrowers a credit facility of up to $850,000,000.

(C)                                                Theexecution and delivery by each of the parties hereto of this Deed is acondition precedent to the obligations of the Facility Beneficiaries under andpursuant to the Credit Agreement including, in particular, the obligations ofthe Banks to make available to the Borrowers the credit facility referred to inRecital (B) above and the Obligors have agreed to enter into this Deed in orderto satisfy that condition precedent.

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**THIS DEEDWITNESSES AND IT IS HEREBY AGREED** as follows:

# **1****                                                         Definitions**

In this Deed, words and expressions shall, unless thecontext otherwise requires, bear the meanings attributed to them in Schedule 9of the Credit Agreement (and each of the Obligors confirms, represents andwarrants that it has received a copy of the Credit Agreement including thatSchedule 9) and;

“**Credit Agreement**”means the revolving credit facility agreement of up to US$850,000,000 madebetween all the parties to this Deed, save for the Guarantors and the Security TrusteeAccount Bank.

# **2****                                                         Interpretation**

**2.1**                                               Headingand Table of Contents

Clause headings and the table of contents areinserted for convenience of reference only and shall be ignored in theinterpretation of this Deed.

**2.2**                                               Interpretations

In this Deed, unless the context otherwise requires:

### 2.2.1                                        referencesto clauses and schedules shall be construed as references toclauses of and schedules to this Deed and references to this Deedinclude its schedules;

### 2.2.2                                        referencesto (or to any specified provision of) this Deed or any other document shall beconstrued as references to this Deed, that provision or that document as inforce for the time being and as amended in accordance with the terms thereofwith the consent of all relevant parties pursuant to any relevant provision ofthis Deed (including, without limitation, clause 13.2);

### 2.2.3                                        referencesto a “regulation” include any regulation, rule, directive, requirement, requestor guideline (whether or not having the force of law) of any Government Entity;

### 2.2.4                                        wordsimporting the plural include the singular and vice versa;

### 2.2.5                                        referencesto a time of day are to the time Amsterdam, The Netherlands on the relevantday;

### 2.2.6                                        referencesto a statutory provision shall be construed as references to that provision asfrom time to time replaced, amended and re-enacted;

### 2.2.7                                        referencesto a Default being “continuing” shall be construed as a reference to a Defaultwhich has not been cured or remedied or waived in writing; and

### 2.2.8                                        referencesto any person shall be construed so as to include its successors in title,permitted assigns and permitted transferees.

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**2.3**                                               Capacity

References in this Deed to the Facility Agent, theSecurity Trustee, Arranger or any Bank and references to all or any obligationsand liabilities of any one or more of those persons shall be strictly construedas references to that person or (as the case may be) those obligations andliabilities of that person solely in its capacity as such.

**2.4**                                               Decisions

### 2.4.1                                        Notwithstandinganything to the contrary in this Deed or any other Facility Document, wherethis Deed or any other Facility Document provides for (i) any matter to bedetermined by reference to the opinion of the Majority Banks, the QualifiedMajority Banks or, as the case may be, allof the Banks, (ii) any matter to be subject to the consent or request ofthe Majority Banks, the Qualified Majority Banks or, as the case may be, all of the Banks, or (iii) any action to betaken on the instructions of the Majority Banks, the Qualified Majority Banks or, as the case may be, all of the Banks,that opinion, consent, request or instructions shall (as between the Banks)only be regarded as having been validly given or issued by the Majority Banks,the Qualified Majority Banks or, as thecase may be, all of the Banks if all of the Banks shall have receivedprior notice of the matter or action in respect of which that opinion, consent,request or instructions is or are required and the Majority Banks, theQualified Majority Banks or, as the casemay be, all of the Banks shall have given or issued (or, if expresslycontemplated by the relevant provision of this Deed or any other FacilityDocument, be deemed to have been given or issued) that opinion, consent,request or instructions, but so that each party hereto other than the FacilityAgent shall be entitled (and bound) to assume that that notice shall have beenduly received by all of the Banks and that the relevant number shall have beenobtained to constitute Majority Banks, the Qualified Majority Banks or, as the case may be, all of the Bankswhether or not this is in fact the case unless the Facility Agent shall havenotified that party that that relevant number has not been obtained.

### 2.4.2                                        Wherethis Deed or any other Facility Document provides for any action to be taken bythe Security Trustee on the instructions of the Facility Agent or by theSecurity Trustee on the instructions of the Instructing Beneficiaries, eachparty hereto other than the Facility Agent and the Security Trustee or, as thecontext may require, the relevant Instructing Beneficiaries and the SecurityTrustee shall be entitled (and bound) to assume that those instructions havebeen validly given or issued whether or not this is in fact the case unless theFacility Agent or the Security Trustee or, as the context may require, therelevant Instructing Beneficiaries or the Security Trustee shall have notifiedthat party that those instructions have not been given or issued.

**2.5**                                               BluewaterAgent

### 2.5.1                                        EachObligor by its execution of this Deed or a DPP Supplemental Deed irrevocablyappoints the Bluewater Agent to act on its behalf as its agent in relation tothe Facility Documents and irrevocably authorises:

#### (a)          the Bluewater Agent onits behalf to supply all information concerning itself contemplated by anyFacility Document to the Beneficiaries and to give all notices andinstructions, to execute on its behalf any Credit Agreement Supplemental Agreement,Guarantee Accession Deed or other additional

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#### Security Document, to make such agreementsand to effect the relevant amendments capable of being given, made or effectedby any Obligor notwithstanding that they may affect the Obligor, withoutfurther reference to or the consent of that Obligor; and

#### (b)         each Beneficiary to giveany notice, demand or other communication to that Obligor pursuant to theFacility Documents to the Bluewater Agent,

and in each case the Obligor shall be bound as thoughthe Obligor itself had given the notices and instruction or executed or madethe agreements or effected the amendments, or received the relevant notice,demand or other communication.

### 2.5.2                                        Everyact, omission, agreement, undertaking, settlement, waiver, amendment, notice orother communication given or made by the Bluewater Agent or given to theBluewater Agent under any Facility Document on behalf of any Obligor or in connectionwith any Facility Document (whether or not known to any other Obligor andwhether occurring before or after such other Obligor became an Obligor underany Facility Document) shall be binding for all purposes on that Obligor as ifthat Obligor had expressly made, given or concurred with it.  In the event of any conflict between anynotices or other communications of the Bluewater Agent and any Obligor, thoseof the Bluewater Agent shall prevail.

# **3****                                                         SecuredProperty**

**3.1**                                               Beneficiaries

### 3.1.1                                        Eachof the parties hereto agrees and acknowledges that the Secured Property inrelation to each part of the Equipment has been and is to be constituted infavour of, conferred on, transferred and paid to and vested in the SecurityTrustee for and on behalf of, and as trustee for, each of the Beneficiaries,upon and subject to the terms and conditions of this Deed including, withoutlimitation, clauses 4, 5 and 6 (but excluding clause 6.25).

### 3.1.2                                        Eachof the parties hereto agrees and acknowledges that the Facility Property hasbeen and is to be constituted in favour of, conferred on, transferred and paidto and vested in the Security Trustee for and on behalf of, and as trustee for,each of the Facility Beneficiaries, upon and subject to the terms andconditions of clause 6.25.

**3.2**                                               Applicationof Proceeds

Each of the parties hereto further agrees andacknowledges that all Proceeds and other amounts whose application is providedfor in this Deed shall be applied in accordance with the relevant provisions ofthis Deed, notwithstanding any provision to the contrary in any TransactionDocument.

**3.3**                                               Conflicts

Each of the parties hereto further agrees andacknowledges that all of its rights, obligations and liabilities under,pursuant to, in respect of and otherwise in connection with the SecuredProperty and, to the extent expressly provided herein, the Equipment and theTransaction Documents are subject to the terms of this Deed. Accordingly, tothe extent that any express term of this Deed conflicts with any term of any otherTransaction Document, as between the parties hereto, the relevant express termof this

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Deed shall prevail, except as otherwise expresslyprovided herein, and except where a defined term is used in any TransactionDocument other than this Deed and the definition of that defined term in (orincorporated by reference in) that other Transaction Document differs from thedefinition (if any) of that defined term in (or incorporated by reference in)this Deed, in which case, for the sole purpose of interpreting or applying theprovisions of that other Transaction Document (the “**FirstTransaction Document**”) and any other Transaction Document whichincorporates or utilises terms as defined in the First Transaction Document(but not, for the avoidance of doubt, for the purposes of this Deed), thedefinition of that defined term in the First Transaction Document shallprevail.

# **4****                                                         Priorities**

Subject as hereinafter provided, each of the partieshereto agrees that, in relation to the Secured Property in relation to any Equipment,the Facility Rights, the Hedging Rights and the Bluewater Rights, in each casein relation to that Secured Property, shall rank in the following order ofpriority:

### 4.1.1                                        first,the Facility Rights in relation to that Secured Property and the Hedging Rightsin relation to that Secured Property (pari passu); and

### 4.1.2                                        second,the Bluewater Rights in relation to that Secured Property.

# **5****                                                         Subordination**

**5.1**                                               SecuredProperty

In accordance with clause 4, in relation to theSecured Property in relation to any Equipment:

### 5.1.1                                        eachObligor agrees that the Bluewater Rights in relation to that Secured Propertyare subject and subordinate in all respects to the Facility Rights and theHedging Rights, in each case, in relation to that Secured Property;

### 5.1.2                                        eachof the Facility Beneficiaries agrees that the Facility Rights in relation tothat Secured Property rank pari passu with the Hedging Rights in relation tothat Secured Property;

### 5.1.3                                        eachof the Hedging Providers agrees that the Hedging Rights in relation to thatSecured Property rank pari passu with the Facility Rights in relation to thatSecured Property,

and each of the parties hereto covenants to each ofthe other parties hereto that it will not take, or omit to take, any actionwhich would or might reasonably be expected to result in the subordinationpursuant to the foregoing provisions of this clause 5.1 or the agreementas to priorities set out in clause 4 being terminated, prejudiced,limited, discharged, reduced or otherwise adversely affected.

**5.2**                                               Equipment

Each of the Obligors agrees that all of the EquipmentRights of that Obligor are subject in all respects to the Equipment Rights ofthe Beneficiaries.

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**5.3**                                               Subrogation

If and to the extent that any party hereto is orbecomes subrogated to all or any of the rights, title, benefit and interest(present and future, actual and contingent) of any other party hereto in and tothe Secured Property or any part thereof, that party shall not, and that partycovenants to each such other party hereto that it will not, enforce any suchright of subrogation until after the end of the Facility Security Period.

## **5.4****                                               NettingArrangements**

Each of the parties hereto agrees to the NettingArrangements.

# **6****                                                         SecurityTrustee**

**6.1**                                               Appointmentof Security Trustee by Beneficiaries

Each Beneficiary hereby irrevocably appoints theSecurity Trustee as its security trustee of the Secured Property for thepurposes of this Deed and the other Security Documents on the terms set out inthis Deed. By virtue of that appointment, each Beneficiary hereby irrevocablyauthorises the Security Trustee (whether or not by or through employees oragents) to take such action on that Beneficiary’s behalf and, if necessaryunder applicable law, in that Beneficiary’s name, and to exercise such rights,remedies, powers and discretions, as are specifically delegated to the SecurityTrustee by this Deed and the other Security Documents or any of them, togetherwith such action, powers, rights, remedies and discretions as are reasonablyincidental thereto.

**6.2**                                               Dutiesof Security Trustee

The Security Trustee shall not have any duties,obligations or liabilities to the Beneficiaries or any of them beyond thoseexpressly stated in this Deed and the other Security Documents to which it isor may become a party (or any of them) and specifically (but without prejudiceto the generality of the foregoing) the Security Trustee shall not be obligedto take any action or exercise any right, remedy, power or discretion under orpursuant to this Deed or any other Security Document beyond those which theInstructing Beneficiaries shall specifically instruct the Security Trustee inwriting to take or, as the case may be, exercise in accordance with this Deedand then only to the extent expressly stated in those specific writteninstructions.

**6.3**                                               Executionof documents

Each Beneficiary hereby irrevocably authorises theSecurity Trustee to join in and execute each of the Security Documents to whichit is, or is to be, a party in its capacity as Security Trustee.

**6.4**                                               Authorityof Security Trustee

The Security Trustee may, with the consent of theInstructing Beneficiaries or if and to the extent expressly authorised by anyother provision of this Deed or any Security Document, concur with any Obligorto amend or waive any breach of, or default under, or otherwise excuse anyperformance of, or give any consent under, or otherwise take any action underor pursuant to, any provision of any Security Document, provided however thatany such action contemplated by the foregoing provisions of this

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clause 6.4 shall be, and shall be deemed to be,taken by the Security Trustee as security trustee of the Beneficiaries in theirrespective capacities as such and shall not constitute, or be deemed toconstitute, such action by the Security Trustee or any other Beneficiary in anyother capacity or, for the avoidance of doubt, pursuant to any TransactionDocument other than the relevant Security Document or, as the case may be,Security Documents.  Any such action soauthorised (if required) and effected by the Security Trustee shall be promptlynotified to the Beneficiaries by the Security Trustee and shall (subject alwaysto the proviso to the foregoing sentence of this clause 6.4) be binding onall of the Beneficiaries and, if necessary or appropriate, each Beneficiaryshall execute or re-execute any deed, document, instrument or agreementrequired to give full effect to any such action.  For the purposes of this clause 6.4, itis expressly agreed and acknowledged that the execution of a Further AssuranceDeed shall not constitute an amendment to any Security Document, and eachBeneficiary further agrees promptly to execute, at the request of the SecurityTrustee, any Further Assurance Deed which is in form and terms reasonablysatisfactory to that Beneficiary.  Unlessexpressly provided otherwise in the relevant further assurance covenant orobligation, Aurelia Energy shall pay the Losses incurred by the Beneficiaries(or any of them) in the execution of any such Further Assurance Deed.

**6.5**                                               SecurityTrustee as Bank

With respect to its own Commitment and Contribution(if any), the Security Trustee shall have the same rights, remedies, powers anddiscretions under and pursuant to each of the Facility Documents as each otherBank and may exercise the same as though it were not performing the duties andfunctions delegated to it under this Deed and the Security Documents and theterm “Banks” shall, unless the context expressly otherwise indicates, includethe Security Trustee in its individual capacity as a Bank.

**6.6**                                               Liabilityof Security Trustee

The Security Trustee shall not:

### 6.6.1                                        beobliged:

#### (a)          to request anycertificate or opinion under any provision of the Security Documents unlessinstructed in writing by the Instructing Beneficiaries; or

#### (b)         to make any enquiry as toany default by any Obligor in the performance or observance of any provision ofany of the Transaction Documents, or as to whether a Facility Event, anEnforcement Event or any other event or circumstance has occurred as a resultof which all or any of the security created by and under the Security Documentsshall have or may become enforceable,

in each case unless the Security Trustee has actualknowledge thereof or has been notified in writing thereof by a Beneficiary (ineach case, other than in its capacity as a Bank), in which case the SecurityTrustee shall promptly notify the Beneficiaries of the relevant default, FacilityEvent, Enforcement Event or other event or circumstance; or

### 6.6.2                                        beliable to any Beneficiary for, or otherwise in connection with, any actiontaken or omitted under or pursuant to, or otherwise in connection with, theSecurity Documents or any of them unless caused by its gross negligence orwilful misconduct. Provided

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### however thatnothing in this Deed shall, in any case where the Security Trustee has failedto show the degree of care and diligence which would have been required of ithad it acted as trustee having regard to the provisions of this Deed and theSecurity Documents, exempt the Security Trustee from or indemnify it againstany liability for breach of trust or any liability which by virtue of any lawwould otherwise attach to it in respect of any negligence, default, breach ofduty or breach of trust of which it may be guilty in relation to its dutiesunder this Deed and the Security Documents.

**6.7**                                               Knowledgeof Security Trustee

For the purposes of this Deed (and without prejudiceto the other provisions of this Deed), the Security Trustee shall not betreated as having actual knowledge of any matter of which the corporate financeor any other division outside the corporate lending or loan administrationdepartments of the person for the time being acting as the Security Trustee maybecome aware in the context of corporate finance or advisory activities fromtime to time undertaken by the Security Trustee for any Obligor or any of theSubsidiaries or Affiliates of any Obligor.

**6.8**                                               Communicationsand actions by Security Trustee

The Security Trustee shall:

### 6.8.1                                        promptlynotify each Beneficiary of the contents of each notice, certificate or otherdocument received by the Security Trustee from any Obligor under or pursuant toany provision of any Security Document; and

### 6.8.2                                        subjectalways to its being indemnified to its satisfaction, take such action (including,without limitation, the exercise of all or any rights, remedies, discretionsand powers and the grant of all or any consents and releases) or, as the casemay be, refrain from taking such action with respect to any Enforcement Eventof which the Security Trustee has actual knowledge as the InstructingBeneficiaries may direct, provided that, unless and until the Security Trusteeshall have received those directions, (i) the Security Trustee may, but shallnot be obliged to, take such action or refrain from taking such action withrespect to that Enforcement Event as it deems appropriate in the best interestsof the Beneficiaries, and (ii) the Security Trustee shall not be obliged totake any such action.

**6.9**                                               Independentaction by Beneficiaries

None of the Beneficiaries (other than the SecurityTrustee, to the extent expressly provided in this Deed) shall have anyindependent power to enforce all or any of the Security Documents, to exerciseall or any rights, remedies, discretions and powers, or to grant all or anyconsents and releases, under or pursuant to any Security Document, or otherwisehave direct recourse to all or any of the Secured Property in which it has aninterest without the prior written approval of the Security Trustee (acting on theinstructions of the Instructing Beneficiaries). After that approval has been granted to the relevant Beneficiary, thatBeneficiary shall have the right independently to enforce all or any of theSecurity Documents in which it has an interest as a Beneficiary and to exerciseall or any rights, remedies, discretions and powers, and to grant all or anyconsents and releases, under and pursuant to those Security Documents andotherwise have direct recourse to all or any of the Secured Property in which ithas an interest,

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Provided however that all proceeds of thatenforcement, exercise, grant or recourse shall be paid by that Beneficiary tothe Security Trustee and shall be and applied in accordance with clause 9.

**6.10**                                        Reliance bySecurity Trustee

### 6.10.1                                  Inconsidering at any time (and from time to time) the persons entitled to thebenefit of any of the Secured Obligations and the identity of the InstructingBeneficiaries, the Security Trustee shall:

#### (a)          rely on and comply withany instruction, direction or consent given by the Facility Agent as if it hadbeen given by the Banks and be entitled and bound to assume that thatinstruction, direction or consent has been properly given by the Facility Agentacting on the instructions of the Banks, the Qualified Majority Banks or theMajority Banks (as the context may require and to the extent that the FacilityAgent is required to obtain those instructions) and the Security Trustee shallnot be obliged to comply with any instruction, direction or consent given by anyBank other than via the Facility Agent;

#### (b)         be entitled to assumethat the Hedging Providers are the Hedging Providers who is or are a party tothis Deed and that there are no other Hedging Providers;

#### (c)          (without prejudice toclause 6.13.2) rely and act in reliance on any information provided to theSecurity Trustee pursuant to clause 6.11, and the Security Trustee shallnot have any liability or responsibility to any person as a consequence ofrelying and acting in reliance on that information unless the Security Trusteehas actual knowledge that that information is inaccurate or incorrect.

**6.11**                                        Provision ofinformation to Security Trustee

Without prejudice to clause 6.10, each of theBeneficiaries shall provide the Security Trustee with such written informationas the Security Trustee may reasonably require for the purpose of performingthe duties and functions delegated to it under this Deed and the SecurityDocuments.

**6.12**                                        Appraisal byBeneficiaries

Each Beneficiary acknowledges that it has not relied,and will not rely, on any statement, opinion, forecast or other representationby or of the Security Trustee and that it has made and will continue to make,without reliance on the Security Trustee, its own appraisal and independentinvestigation of the creditworthiness, financial condition and affairs of eachObligor. The Security Trustee shall not have any duty, responsibility orliability, either initially or on a continuing basis, to provide anyBeneficiary with any credit or other information with respect to any Obligor orany of the Subsidiaries or Affiliates of any Obligor, whenever that informationmay have come or may come into its possession, other than as provided inclauses 6.4 and 6.8.1.

**6.13**                                        Responsibilityof Security Trustee

### 6.13.1                                  TheSecurity Trustee shall not have any duty, responsibility or liability, eitherinitially or on a continuing basis, to any Beneficiary:

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#### (a)          to provide any of theBeneficiaries with any information with respect to any Obligor, whenever thatinformation may have come or may come into its possession, except to the extentexpressly provided in this Deed or any Security Document; or

#### (b)         to ascertain whether alldeeds, documents, instruments and agreements which should have been depositedwith or delivered to it under or pursuant to the Security Documents or any ofthem have been so deposited with or delivered to it, nor to investigate or makeany enquiry into the title of any Obligor to the Security or any part thereof;or

#### (c)          for any failure of anyObligor to perform any of its obligations under and pursuant to the TransactionDocuments; or

#### (d)         for the creditworthiness,financial or other condition or affairs of any Obligor; or

#### (e)          for the completeness oraccuracy of any certificate, statement, representation or warranty by or of anyObligor; or

#### (f)            for the execution,effectiveness, adequacy, genuineness, validity, legality, enforceability,priority or admissibility in evidence of the Transaction Documents or any ofthem or of any certificate, report, deed, document, agreement or instrumentexecuted or delivered under or pursuant to any Transaction Document; or

#### (g)         for any failure toregister or file any Security Document with the Registrar of Companies orelsewhere; or

#### (h)         without prejudice toclause 6.8.2, for taking or omitting to take any action under, or otherwise inconnection with, the Security Documents or any of them unless the taking of oromitting to take any such action is contrary to specific written instructionsfrom the Instructing Beneficiaries; or

#### (i)             for any failure totake or require any Obligor to take any steps to render the TransactionDocuments or any of them effective as regards the Security or any part thereofoutside England or Wales or to procure the creation of any ancillary securityunder the laws of any jurisdiction; or

#### (j)             otherwise for acting(or, as the case may be, refraining from acting) in accordance with thespecific written instructions of the Instructing Beneficiaries.

### 6.13.2                                  TheSecurity Trustee shall be entitled to rely on any communication, instrument ordocument believed by it to be genuine and correct and to have been signed orsent by or on behalf of the proper person and shall be entitled to rely as tolegal or other professional matters on opinions and statements of any legal orother professional advisers selected or approved by it.

### 6.13.3                                  TheSecurity Trustee may refrain from doing any act or thing which would or might,in its opinion, be contrary to any law of any jurisdiction or any regulation orwhich would or might render it liable to any person and may do any act or thingwhich is, in its opinion, necessary to comply with any law of any jurisdictionor any regulation.

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**6.14**                                        Other business

The Security Trustee may, without any liability toaccount to the Beneficiaries or any of them, accept deposits from, lend moneyto, and generally engage in any kind of banking or trust business with, anyObligor or any of the Related Companies, Subsidiaries or Affiliates of anyObligor, or any Beneficiary or any of the Related Companies, Subsidiaries orAffiliates of any Beneficiary, as if it were not the Security Trustee.

**6.15**                                        Reimbursementof Losses

Each Bank shall reimburse to the Security Trustee(rateably in accordance with (a) at any time prior to the date of the InitialAdvance, its Commitment, and (b) at any time thereafter, its Contribution), tothe extent the Security Trustee is not fully reimbursed by the Obligors, all orany Losses paid, suffered or incurred by the Security Trustee and in respect ofwhich the Security Trustee is entitled, pursuant to any provision of this Deedand the Security Documents, to reimbursement by the Obligors or any of them.

**6.16**                                        Indemnity fromBeneficiaries

Each Bank shall indemnify the Security Trustee(rateably in accordance with (a) at any time prior to the date of the InitialAdvance, its Commitment, and (b) at any time thereafter, its Contribution)against all Losses paid, suffered or incurred by the Security Trustee, or anyagent or other person appointed by it, in connection with its appointment underthis Deed, the Security Documents or any of them, the performance of the dutiesand functions delegated to it under this Deed and the Security Documents, orany action taken or omitted by the Security Trustee, or any agent or otherperson appointed by it.

**6.17**                                        Determinationby the Security Trustee

If any question or doubt arises in relation to theinterpretation or application of any provision of this Deed and the SecurityDocuments which affects the Security Trustee, as between the Beneficiaries, onthe one hand, and the Security Trustee, on the other hand, that question ordoubt shall be determined by the Security Trustee, acting reasonably, and eachsuch determination, whether made upon a question actually raised or implied inthe acts of the Security Trustee, shall be conclusive and shall bind all of theBeneficiaries, provided however that the Security Trustee, if it is aware ofthe relevant question or doubt and it is reasonably practicable for it to doso, has first notified the Facility Agent of the relevant question or doubtand, if required to do so by the Facility Agent, has consulted a lawyer inrelation thereto (and, if the Security Trustee does so consult a lawyer, therestriction concerning the delegation of duties and functions to a lawyerreferred to in clause 6.18 shall not apply).

**6.18**                                        Employment ofagents

The Security Trustee may, in the performance of theduties and functions delegated to it under this Deed and the Security Documents(other than, subject to the express provisions of clause 6.17, in relationto its power to make any determination), instead of acting personally, employand pay any agent (whether being a lawyer, chartered accountant or any otherperson) to perform those duties and functions (or any of them).  Each agent so employed shall be entitled tobe paid all usual professional and other charges for the performance by him orany of his partners or employees of those duties

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and functions. The Security Trustee shall not be boundto supervise, or be responsible or liable for any act or omission of, any suchagent if the Security Trustee shall have exercised reasonable care in theselection of that agent (which, without limitation, shall conclusively bedeemed to be the case in respect of any such agent approved in writing by theInstructing Beneficiaries).  The SecurityTrustee hereby appoints the Facility Agent as its agent for the purposes of allor any requests, consents, instructions, directions, notices, demands or othercommunications which are given, made or issued by the Security Trustee under orpursuant to this Deed and the other Security Documents during the FacilitySecurity Period and all of the Instructing Beneficiaries hereby approve thatappointment.

**6.19**                                        Duration oftrusts

The trusts constituted or evidenced in or by this Deedshall remain in full force and effect until whichever is the earlier of:

### 6.19.1            the expiration of theperiod of eighty (80) years from the date of this Deed; and

### 6.19.2            the end of the FacilitySecurity Period,

and the parties to this Deed declare that theperpetuity period applicable to this Deed shall for the purposes of thePerpetuities and Accumulations Act 1964 be the period of eighty (80) yearsfrom the date of this Deed.

**6.20**                                        Powers anddiscretions as trustee

In its capacity as trustee of the Secured Property andin relation to the Security Documents, the Security Trustee shall, withoutprejudice to any of the powers, discretions and immunities conferred upontrustees by law (and to the extent not inconsistent with any of the provisionsof this Deed and the Security Documents), have the same powers, discretions andimmunities as a natural person acting as the beneficial owner of the SecuredProperty.

**6.21**                                        Appointment ofnew or additional trustees

Without prejudice to clause 6.23 and the finalsentence of this clause 6.21, the statutory power to appoint new oradditional trustees of the trusts constituted or evidenced by this Deed shallbe vested in the Security Trustee.  TheSecurity Trustee agrees to appoint any successor trustee nominated inaccordance with clause 6.23 and to execute, seal, deliver and do all suchdeeds, documents, agreements, instruments, acts and things which may berequested by the Instructing Beneficiaries in connection with the same.  Subject to clause 6.22, the SecurityTrustee shall not be entitled to appoint any new or additional trustee of thetrusts constituted by this Deed other than any successor trustee nominated inaccordance with clause 6.23.

**6.22**                                        Appointment ofseparate and co-trustees

The Security Trustee shall have power, by notice inwriting given to each of the Beneficiaries, to appoint any person either to actas separate trustee or as co-trustee jointly with the Security Trustee:

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### 6.22.1                                  ifthe Security Trustee acting reasonably deems such appointment to be appropriatein order to preserve, exercise or enforce the rights, interests, powers andremedies (or any of them) of the Beneficiaries; or

### 6.22.2                                  forthe purpose of complying with any legal requirement, restriction or conditionin any jurisdiction in which any particular act is to be performed; or

### 6.22.3                                  forthe purpose of obtaining a judgment in any jurisdiction or the enforcement inany jurisdiction against any person of a judgment already obtained,

and any person so appointed shall (subject to theprovisions of this Deed) have such rights (including as to reasonableremuneration), powers, authorities and discretions (not exceeding thoseconferred on the Security Trustee by this Deed and the Security Documents),duties and obligations as shall be conferred or imposed by the instrument ofappointment.  The Security Trustee shallhave the power to remove any person so appointed.  At the request of the Security Trustee, theother parties to this Deed shall forthwith execute all such documents and doall such things as may be required to perfect such appointment or removal andeach such other party irrevocably authorises the Security Trustee in its nameand on its behalf to do the same. The Security Trustee shall not be bound tosupervise, or be responsible or liable for any act or omission of, any suchperson if the Security Trustee shall have exercised reasonable care in theselection of that person (which, without limitation, shall conclusively bedeemed to be the case in respect of any such person approved in writing by theInstructing Beneficiaries).

**6.23**                                        Retirement andremoval of Security Trustee

### 6.23.1                                  TheSecurity Trustee may retire from its appointment as Security Trustee under thisDeed and the Security Documents.  If theSecurity Trustee wishes so to retire, it shall give to all of the other partiesto this Deed not less than thirty (30) days’ notice of its intention to do so.Each of the Instructing Beneficiaries and (with the consent of the InstructingBeneficiaries) the Bluewater Agent may, by notice to the Security Trustee,remove the Security Trustee. Provided that no such retirement or removal shalltake effect unless there has been appointed by the Beneficiaries as a successorsecurity trustee (in the case of a retirement, within the thirty (30) dayperiod referred to above):

#### (a)          a Bank nominated by theMajority Banks or, failing such a nomination; or

#### (b)         any reputable andexperienced bank or financial institution incorporated under the laws ofEngland and Wales and with an office in Amsterdam or London nominated by theMajority Banks or, failing such a nomination, the Security Trustee,

and, in each such case,approved by each of:

##### (i)             the Bluewater Agent,acting as agent for each of the Obligors (such approval not to be unreasonablywithheld or delayed); and

##### (ii)          the Facility Agent (nosuch approval to be unreasonably withheld or delayed);

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and, that successor security trustee shall have dulyaccepted that appointment by delivering to the retiring Security Trusteewritten confirmation (in a form acceptable to the Security Trustee) of thatacceptance in which it agrees to be bound by this Deed and each of the SecurityDocuments to which the Security Trustee is then a party in the capacity ofSecurity Trustee as if that successor security trustee had been an originalparty to this Deed and those Security Documents. If any of the Bluewater Agentor the Facility Agent fails to respond to a request for its approval within ten(10) Banking Days of that request being made, the Bluewater Agent or, as thecase may be, the Facility Agent, shall be deemed to have given the approvalrequested.

### 6.23.2                                  Uponany such successor security trustee being appointed, the retiring SecurityTrustee shall be discharged from all of its obligations and liabilities underand pursuant to, and the duties and functions delegated to it under, this Deedand the Security Documents and that successor security trustee and each of theother parties to this Deed and the Security Documents shall have the samerights and obligations among themselves as they would have had if thatsuccessor security trustee had been an original party to this Deed and theSecurity Documents to which the retiring Security Trustee is then a party inplace of the retiring Security Trustee.

### 6.23.3                                  Withoutprejudice to clause 6.21, the Beneficiaries agree to appoint as successorsecurity trustee the person nominated in accordance with this clause 6.23.

## **6.24****                                        Disposals**

Each of the Beneficiaries hereby agrees andacknowledges that the Security Trustee is authorised to release all relevantsecurity granted under the Security Documents in respect of any Equipment whichas been, or is to be, disposed of as permitted by clause 8.3.3 of the CreditAgreement.

## **6.25****                                        Appointmentof Security Trustee by Facility Beneficiaries**

Each Facility Beneficiary hereby irrevocably appointsthe Security Trustee as its security trustee of the Facility Property for thepurposes of this Deed and the other Facility Documents on the terms set out inthe foregoing provisions of this clause 6 save that:

#### (a)          all references to:-

##### (i)             Security Documentsshall be read and construed as references to Facility Documents save in respectof clause 6.8.1 and clause 6.9, where “any Security Document” shall be read andconstrued as “the Credit Agreement and the Facility Guarantee”;

##### (ii)          Secured Property shallbe read and construed as references to Facility Property;

##### (iii)       Beneficiaries shall be readand construed as references to Facility Beneficiaries; and

##### (iv)      Secured Obligations shall beread and construed as references to Facility Obligations;

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#### (b)         the reference in the lastline of clause 6.9 to ′′clause 9′′ shall be read and construed as areference to ′′clause 4.2 of the Credit Agreement′′;

#### (c)          clauses 6.10.1 (b) and6.24 shall not apply; and

#### (d)         the reference in clause6.13.1(i) to “Security” shall be read and construed as a reference to “FacilityProperty”.

# **7****                                                         Declarationof Trust**

The Security Trustee hereby accepts (a) itsappointment under clause 6.1 as trustee of the Secured Property and itsappointment under clause 6.25 as trustee of the Facility Property, and (b) acknowledgesand declares that it holds and shall hold the Secured Property on trust for theBeneficiaries and the Facility Property on trust for the FacilityBeneficiaries, in each case on the terms and basis, and subject to theconditions, set out in this Deed. The acknowledgement and declaration in thisclause 7 is and shall be irrevocable.

# **8****                                                         SecurityTrustee Account**

## 8.1                                                 Allamounts credited to the Security Trustee Account shall be held by the SecurityTrustee on trust for the Beneficiaries in accordance with clause 7.

## 8.2                                                 Interestshall accrue on the amounts from time to time standing to the credit of theSecurity Trustee Account at the rate certified by the Security Trustee AccountBank to be the market rate quoted by the Security Trustee Account Bank foramounts comparable to those amounts. That interest shall accrue from day to day and shall be credited to theSecurity Trustee Account at the end of each successive period in respect ofwhich it accrues and on the date on which the Security Trustee Account shall beclosed and all interest so credited shall form part of the credit balance ofthe Security Trustee Account.

## 8.3                                                 AllProceeds received by any party hereto on or after the occurrence of anEnforcement Event including, but not limited to, the Security Trustee AccountBank (other than Proceeds received by way of application from the SecurityTrustee Account in accordance with the provisions of this Deed) shall promptlybe paid by that party, in the currency in which those Proceeds were received,to the Security Trustee Account Bank for application in accordance withclause 9.

## 8.4                                                 AllProceeds in relation to any Equipment received by the Security Trustee AccountBank in Dollars (other than Proceeds received by the Security Trustee AccountBank by way of application from the Security Trustee Account in accordance withthe provisions of this Deed) shall promptly be paid by the Security TrusteeAccount Bank to the Security Trustee Account.

## 8.5                                                 AllProceeds in relation to any Equipment received by the Security Trustee AccountBank other than in Dollars (other than Proceeds received by the SecurityTrustee Account Bank by way of application from the Security Trustee Account inaccordance with the provisions of this Deed) shall be applied by the SecurityTrustee Account Bank in the purchase of Dollars at the Exchange Rate inrelation to the Security Trustee Account Bank on the date of receipt thereof bythe Security Trustee Account Bank (or, if it is not practicable to effect thatpurchase on that date, the immediately following

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## Banking Day)and the Dollars so purchased shall promptly be paid by the Security TrusteeAccount Bank to the Security Trustee Account.

## 8.6                                                 AllProceeds received by any party hereto on or after the occurrence of anEnforcement Event shall be received by that party on trust for theBeneficiaries to pay the same to the Security Trustee Account.

## 8.7                                                 Withoutprejudice to the rights, obligations and liabilities of the parties heretounder and pursuant to this Deed and the other Transaction Documents (or any ofthem), each party hereto agrees that, where the Security Trustee Account Bankis authorised and instructed, pursuant to any provision of this Deed, to pay anamount to one party hereto in or towards performance, satisfaction or dischargeof any obligation or liability of another party hereto, the payment of thatamount by the Security Trustee Account Bank will constitute the (or therelevant part of the) performance, satisfaction or discharge of that obligationor liability of that other party.

## 8.8                                                 Eachof the parties hereto acknowledges and agrees that, if any withholding ordeduction is required by law to be made by any party hereto from any amount tobe paid pursuant to the terms of this Deed from the Security Trustee Account,the Security Trustee Account Bank is irrevocably authorised and instructed towithhold or, as the case may be, deduct from that amount and to retain, in theSecurity Trustee Account, the amount of that withholding or deduction (providedthat the Security Trustee Account Bank shall have received written notice ofthat withholding or deduction prior to paying that amount) and to pay theamount of that withholding or deduction to the person required by law to makethat withholding or deduction as soon as practicable after that person requeststhat amount.  Any party hereto requiredto make any such withholding or deduction shall, upon receipt of that amountfrom the Security Trustee Account Bank, pay that amount to the competentauthority requiring payment thereof and shall, at the request of any otherparty hereto, provide to that other party a receipt or other evidence ofpayment.

## 8.9                                                 Notwithstandingany authorisations of, or instructions to, the Security Trustee Account Bankcontained in this Deed as to the payment of monies direct to any person onbehalf of any other person, the Security Trustee Account Bank shall not beobliged to make any payment or to act in any manner which is contrary toapplicable law.

# **9****                                                         Applicationof Proceeds**

## 9.1                                                 TheBeneficiaries shall co-operate with each other and any Receiver inrealising the Secured Property and in ensuring that the Proceeds are applied inaccordance with the provisions of this Deed.

## 9.2                                                 AllProceeds in relation to any Equipment received by any party hereto on or afterthe occurrence of any Enforcement Event shall be paid to the Security TrusteeAccount, and each of the parties hereto irrevocably authorises and, in the caseof the Security Trustee, instructs the Security Trustee Account Bank promptlyto apply those Proceeds in paying the following amounts from the SecurityTrustee Account (after providing for all Losses ranking in priority to theSecured Obligations and subject, in relation to proceeds of the Insurances inrelation to the Haewene Brim Vessel, to the terms of the Haewene Brim Quiet EnjoymentLetter) in the following order:

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### 9.2.1                                        first,in or towards reimbursing all and any Expenses properly suffered, incurred orpaid by any Beneficiary in relation to that Equipment, but not reimbursed byany Obligor, and all and any remuneration payable to any Receiver appointed inrelation to that Equipment and/or the Secured Property in relation to thatEquipment (or either of them or any part thereof), but not paid by any Obligor,together with interest thereon at the DPP Applicable Rate in respect of theperiod from (and including) the date on which the same were incurred to (butexcluding) the date of payment pursuant to this clause 9.2.1;

### 9.2.2                                        second,an amount equal to all Cure Payments which have been made by but not reimbursedto the Facility Beneficiaries or any of them shall be paid to the FacilityAgent for the account of the Facility Beneficiaries who have made those CurePayments unless and to the extent that those Cure Payments are also Expenses inrelation to which the relevant Facility Beneficiaries have been reimbursed bythe application on that date pursuant to clause 9.2.1;

### 9.2.3                                        third,(A) an amount equal to the sum of the Facility Liabilities at that time (the “**Facility Sum**”) shall be paid to theFacility Agent for the account of the Facility Beneficiaries and (B) an amountequal to the sum of the Hedging Liabilities at that time pursuant to AcceptableHedging Arrangements (the “**Hedging Sum**”)shall be paid to the Hedging Providers. If, at any time, the amount availablefor payment under this clause 9.2.3 is less than the aggregate amount of theFacility Sum at that time and the Hedging Sum at that time, that availableamount shall, as between the Facility Beneficiaries and the Hedging Providers,be applied and paid to the Facility Agent for the account of the FacilityBeneficiaries and to the Hedging Providers respectively pro rata to the amountof the Facility Sum at that time and the amount of the Hedging Sum at that timerespectively and the pro rata amount so applied and paid to the HedgingProviders shall, as between the Hedging Providers inter se, be applied and paidto each of the Hedging Providers on a pro-rata basis in accordance with theamounts owing to each of them.  Allamounts received by the Facility Agent for the account of the FacilityBeneficiaries pursuant to this clause 9.2.3 shall be applied upon receipt bythe Facility Agent in accordance with the provisions of clauses 4.2.1 to 4.2.6(inclusive) of the Credit Agreement as if they had been received by theFacility Agent from or on behalf of the Borrowers prior to the occurrence of anEnforcement Event;

### 9.2.4                                        fourth,an amount equal to the balance (if any) shall be paid to the Obligor entitledthereto,

in each case, provided that the Security TrusteeAccount Bank shall have received a certificate, setting out the amount of eachsuch payment, from the relevant party in accordance with clause 14.1.

## 9.3                                                 Inthis clause 9, all references to “at that time” or “on that date” shall beconstrued as references to the time at or, as the case may be, the date onwhich the relevant Proceeds are paid by the Security Trustee Account Bankpursuant to clause 9.2.

# **10****                                                  Applicationof Assigned Property Proceeds**

**10.1**                                        General

Subject to the following provisions of thisclause 10, all Assigned Property Proceeds which are received by any Obligorprior to the occurrence of any Enforcement Event

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shall be applied in accordance with any provision ofthe Facility Documents which expressly refers thereto and otherwise as thatObligor sees fit.

**10.2**                                        Generalapplication of Insurances (other than Total Loss Proceeds) prior to a Default

Unless and until a Default shall occur (whereupon allproceeds of, and other monies payable under, the Insurances which are notProceeds shall be paid to the Facility Agent Account for application inaccordance with clause 4.2 of the Credit Agreement) and subject, inrelation to proceeds of the Insurances in relation to the Haewene Brim Vessel,to the terms of the Haewene Brim Quiet Enjoyment Letter:

### 10.2.1                                  LossPayable Clauses

all proceeds of, and other monies payable under, theInsurances in relation to any Equipment shall be payable in accordance with theterms of the relevant Loss Payable Clause in relation to that Equipmentand none of the parties hereto will in the meantime give any notification toany person in respect of, or otherwise in connection with, the Insurances (orany of them) in relation to any Equipment which would or might reasonably beexpected to result in any monies payable under those Insurances being paidother than in accordance with the terms of the relevant Loss PayableClause in relation to that Equipment;

### 10.2.2                                  Damageclaims

#### (a)          all proceeds of, andother monies payable under, the Insurances in relation to any Equipment which donot exceed the sum of ten million Dollars ($10,000,000) in respect of any oneincident occurring in relation to that Equipment shall, unless prior to thereceipt thereof by, or whilst those proceeds or other monies are in the handsof, the Security Trustee there shall have occurred (i) a Facility Event (whereuponthose proceeds or other monies shall be paid to the Facility Agent at theFacility Agent Account for application in accordance with clause 4.2 ofthe Credit Agreement), (ii) or an Enforcement Event (in which case thoseproceeds or other monies shall thereupon become Assigned Property Proceeds andshall be paid and applied in accordance with clause 9.2 of this Deed), be paidby any party which receives the same (other than the Security Trustee) to theSecurity Trustee at the Security Trustee Account Bank and shall be paid by theSecurity Trustee Account Bank to the Owner of the relevant Equipment,

#### (b)         all proceeds, and othermonies payable under, the Insurances in relation to any Equipment, if thoseproceeds or monies exceed the sum of ten million Dollars ($10,000,000) inrespect of any one incident occurring in relation to that Equipment, shall bepaid by any party which receives the same (other than the Security Trustee) tothe Security Trustee at the Security Trustee Account Bank and shall, if theFacility Agent (acting on the instructions of the Majority Banks) so request,be applied in accordance with clause 4.2 of the Credit Agreement, providedhowever that the Facility Agent shall not be entitled to make any such requestif:

##### (i)             no Enforcement Eventhas occurred, no Facility Event has occurred and is continuing, and theFacility Agent (acting on the instructions of the

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##### Majority Banks acting reasonably) is of theopinion that no Facility Event is likely to occur, and

##### (ii)          the Facility Agent hasreceived an opinion from the Technical Consultant confirming the feasibilityof, and budget relating to, the programme of works necessary to effect repairssubmitted to the Facility Agent by the Bluewater Agent acting on behalf of theOwner of the relevant Equipment.  If theFacility Agent is not entitled to make any request referred to above in thisparagraph (b), such proceeds or monies shall be paid by the Security TrusteeAccount Bank:

###### (A)      to the Owner of the relevantEquipment upon that Owner furnishing evidence satisfactory to the SecurityTrustee that all loss and damage resulting from the relevant incident has beenproperly made good and repaired, and that all repair accounts and otherliabilities whatsoever in connection with that incident have been fully paidand discharged by that Owner; or

###### (B)        to the persons or personeffecting the repairs to the Equipment to which those proceeds or other moniesrelates on account of those repairs in the course of those repairs beingeffected.

Provided however that, as each of the parties heretoacknowledges and agrees, the insurers with whom the fire and usual marine risksinsurances in relation to any Equipment are effected may make payment onaccount of repairs in the course of the same being effected;

### 10.2.3                                  Protectionand indemnity recoveries

each of the parties hereto agrees and acknowledges(for the avoidance of doubt, subject to the provisions of any relevant LossPayable Clause then applicable and without prejudice to clause 10.2.1)that all proceeds of, and other monies payable under, the Insurances inrelation to any Equipment (which are not Proceeds) in respect of protection andindemnity risks and all amounts (which are not Proceeds) payable under orpursuant to the Contract in relation to that Equipment by the Field Operatorwho is a party thereto in respect of indemnity obligations shall be paid directto the person who incurred the liability or who suffered the damage to whichthose proceeds, other monies or, as the case may be, amounts relate or, wherethat liability has been satisfied, to the person who has satisfied thatliability, in reimbursement to that person of the monies expended by it insatisfaction of that liability.

**10.3**                                        Requisition forhire

All and any monies (which are not Proceeds) payable byany Government Entity which has requisitioned any Equipment for hire ascompensation for any change in the structure, state and/or condition of thatEquipment and received by any party hereto shall be paid and shall be appliedin accordance with clause 10.2 as if those monies were proceeds of, or, as thecase may be, other monies payable under, the Insurances in relation to thatEquipment.

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# **11****                                                  Representationsand Warranties**

**11.1**                                        Each partyhereto represents and warrants to each other party hereto as follows:

### 11.1.1                                  dueincorporation

it is duly incorporated and validly existing in goodstanding under the laws under which it was incorporated and has power toexecute, deliver and enter into, and perform its obligations under, this Deedand each other Transaction Document to which it is, or is to be, a party;

### 11.1.2                                  corporatepower

all necessary corporate action has been taken toauthorise such execution, delivery, entry into and performance and, subject toany applicable Reservations, this Deed and each other Transaction Document towhich it is, or is to be, a party constitutes or will, when executed,constitute its valid and legally binding obligations enforceable in accordancewith their respective terms; and

### 11.1.3                                  consents

each consent, authorisation, licence and approval of,and every registration with and declaration to, any Government Entity in anyRelevant Jurisdiction required by it to authorise, or otherwise in connectionwith, the execution, delivery, entry into, validity, enforceability, priorityor admissibility in evidence of, or the performance by it of its obligationsunder, this Deed and each other Transaction Document to which it is, or is tobe, a party has been obtained or made and is in full force and effect.

## 11.2                                           EachObligor represents and warrants to each Beneficiary as follows:

### 11.2.1                                  noObligor or any Related Company of an Obligor and, after the ImplementationDate, Aurelia Holding is or has at any time been an employer in relation to, orhas established or participated in, an occupational pension scheme which is nota money purchase scheme (as defined in section 181 of the Pension Schemes Act1993); and

### 11.2.2                                  noObligor or any Related Company of an Obligor and, after the ImplementationDate, Aurelia Holding is or has at any time been “connected” with or an “associate”of (as those terms are used in the Pensions Act 2004) an employer in relationto an occupational pension scheme which is not a money purchase scheme (asdefined in section 181 of the Pension Schemes Act 1993).

# **12****                                                  BluewaterWaiver and Subordination**

**12.1**                                        Waiver

Each Obligor agrees with and covenants to each of theBeneficiaries that it will:

### 12.1.1                                  notat any time after the occurrence of a Facility Event and for so long as thatFacility Event is continuing, without the prior written consent of theInstructing Beneficiaries (which shall not be unreasonably withheld or delayed):

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#### (a)          exercise any right ofwhatsoever nature and not claim or exercise any right of set-off orcounterclaim which it may have against any other Obligor;

#### (b)         demand repayment in wholeor in part of any Indebtedness now or hereafter due to it from any other Obligoror accept any Collateral Instrument in respect of any right referred to inparagraph (a) above or dispose of any such right; or

#### (c)          have the benefit of, orshare in, any payment from, or composition with, any other Obligor, except andto the extent contemplated by the proviso to clause 12.1.2;

### 12.1.2                                  notat any time during the Facility Security Period:

#### (a)          take any step to enforceany right against any other Obligor unless and to the extent that (A) thoserights arise under a contract, agreement or other arrangement entered into bythat Obligor and that other Obligor at arm’s length and on commercial terms andin the ordinary course of their respective businesses, (B) those rights havebeen assigned by that Obligor to or in favour of another person (not being an Obligor)and that Obligor is permitted or, as the context may require, not prohibited,pursuant to the terms of the Facility Documents, to assign or, as the case maybe, from assigning those rights to that person, and (C) the failure by that Obligorto take that step would constitute a breach by that Obligor of its obligationsto that person (it being acknowledged and agreed that, for the purpose of thisclause 12.1.2, the Economic Documents shall be deemed not to satisfy therequirements of (A), (B) and (C));

#### (b)         initiate or take anyaction which would result in any Insolvency Event in relation to any other Obligor;or

#### (c)          claim or prove in anyInsolvency Event in relation to any other Obligor; or

#### (d)         create or permit tosubsist any Encumbrance (other than Permitted Encumbrances) over, or attempt,purport or agree to any of the same, all or any part of its assets in or overwhich any Beneficiary holds any Security or which is the subject of anySecurity Document; and

### 12.1.3                                  ifso directed by the Security Trustee, prove in any Insolvency Event in relationto any other Obligor for the whole or any part of any claim which it may havein relation to any of its otherwise waived rights referred to in the foregoingparagraphs of this clause 12.1 and on terms that the benefit of suchproof and of all monies received by it in respect thereof shall be held ontrust for the Beneficiaries and shall be applied in accordance withclause 9.

**12.2**                                        Other membersof the Bluewater Group

BH hereby represents and warrants to each of theBeneficiaries that no Excluded Subsidiary has any right of whatsoever natureagainst any Obligor which, if that Excluded Subsidiary were a party to thisDeed and exercised or enforced that right or took any other action in relationthereto, would or might result in that Excluded Subsidiary being in breach ofthe provisions of clause 12.1, and covenants to each of the Beneficiariesthat if any Excluded Subsidiary hereafter acquires any such right, BH shallprocure that that Excluded Subsidiary agrees with and covenants to each of the

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Beneficiaries in the terms (mutatis mutandis) of theforegoing provisions of this clause 12.

# **13****                                                  Notificationsand Consents**

**13.1**                                        Facility Event

The Facility Agent agrees that, if any Facility Eventshall occur and/or if any Acceleration Notice is given, it shall (in each suchcase) give notice thereof to the Security Trustee as soon as reasonablypracticable after it has become aware of the same.  Promptly following the receipt by theSecurity Trustee of that notice, the Security Trustee shall forward a copy ofthat notice to each of the Beneficiaries, other than the Facility Agent.

**13.2**                                        Amendments toTransaction Documents

Each of the Obligors agrees that, it will not amend oragree or consent in writing to any amendment to any Transaction Documentunless:

### 13.2.1                                  therelevant amendment will not have, and might reasonably be expected not to have,in the opinion of that Obligor (acting reasonably), a materially adverse effecton the rights or interests of all or any of the other parties hereto, or

### 13.2.2                                  ifthat amendment would have, or might reasonably be expected to have, in theopinion of that Obligor (acting reasonably) a materially adverse effect on therights or interests of all or any of the other parties hereto (each of theparties upon whose rights and interests it is so determined that that amendmentwould have, or might reasonably be expected to have, a materially adverseeffect, a “**relevant party**”), eachof the relevant parties has consented in writing to that amendment,

**13.3**                                        Notices ofAssignment

Each Obligor (the “**Notifier**”)hereby gives notice to each other party hereto who has an interest in theAssigned Property of the Notifier (each a “**Notifiee**”) ofthe assignment and pledge (if applicable) effected by the Notifier under theSecurity Documents to which the Notifier is a party and each Notifiee herebyacknowledges and consents to the assignment and pledge (if applicable) effectedby the Notifier under those Security Documents.

# **14****                                                  Certificates**

**14.1**                                        Reliance

Without prejudice to the other provisions of thisDeed, the Security Trustee Account Bank and the Security Trustee shall beentitled to rely (save in the case of manifest error) on:

### 14.1.1                                  anycertificate signed by or on behalf of the Facility Agent as to any amounts tobe distributed to any of the Facility Beneficiaries pursuant to the provisionshereof;

### 14.1.2                                  anycertificate signed by or on behalf of the Bluewater Agent as to any amounts tobe distributed to any of the Obligors pursuant to the provisions hereof; and

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### 14.1.3                                  anycertificate signed by or on behalf of any other party hereto as to any amountsto be distributed to that party pursuant to the provisions hereof.

**14.2**                                        Timing

Wherever in this Deed express reference is made to acertificate to be provided by any of the parties hereto, that party shallprovide that certificate within ten (10) days of it being requested by anyother party hereto to do so, provided always that each of the other partieshereto has provided to that party all information which may be required inconnection with the production of that certificate.  Each of the parties hereto agrees to provideto each of the other parties hereto, upon the request of that other party, all informationreferred to in the foregoing sentence.  Eachof the parties hereto further agrees with each of the other parties hereto thatit will provide to each of the other parties hereto, upon the request of thatother party, a copy of any certificate produced by it under this clause 14.2.

**14.3**                                        Liability

The Security Trustee accepts no responsibility for theaccuracy and/or completeness of any information supplied by any party to anyTransaction Document and shall be under no liability to any other party heretofor issuing a certificate in reliance thereon unless it has actual knowledge ofthe inaccuracy of the information so supplied.

# **15****                                                  LossPayable Clauses**

Each of the Obligors undertakes and agrees to procurethat each of the Loss Payable Clauses in relation to any Equipment arevalidly and effectively endorsed on each of the policies and/or certificates ofentry relating to the Insurances in relation to that Equipment.

# **16****                                                  Assignmentsand Transfers**

## 16.1                                           Eachof the parties hereto acknowledges and agrees that:

### 16.1.1                                  eachBank shall be entitled, at any time and from time to time, to assign, transfer,novate or otherwise dispose of all or any part of its rights and interest in,to and under this Deed and each other Transaction Document to which it is aparty (and, for the avoidance of doubt, a sub-participation by a Bank shall notbe considered a disposal for the purposes of this clause 16) to any Transfereepursuant to a Transfer Certificate; and

### 16.1.2                                  eachof the Security Trustee and the Facility Agent shall be entitled, at any timeand from time to time, to assign, transfer, novate or otherwise dispose of allof its rights and interest in, to and under this Deed and each otherTransaction Document to which it is a party to any person appointed asreplacement security trustee or, as the case may be, replacement facility agentpursuant to this Deed or, as the case may be, the Credit Agreement,

provided that, in the case of any disposition effectedpursuant to clause 16.1.1 or clause 16.1.2, the person or persons to whom suchrights and interest are assigned, transferred, novated or otherwise disposed ofshall accede to, and be bound by the terms of, this Deed by its execution of aTransfer Certificate, if that disposition is effected pursuant to

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clause 16.1.1, or documentation reasonablysatisfactory to the other parties hereto, if that disposition is effectedpursuant to clause 16.1.2.

## 16.2                                           Eachof the parties hereto agrees to enter into any documentation referred to in theproviso to clause 16.1, together with such further documents and noticesas the Security Trustee or, as the case may be, the Facility Agent mayreasonably require in connection therewith, promptly upon the request of theSecurity Trustee or, as the case may be, the Facility Agent.

## 16.3                                           Theprovisions of clauses 16.4 to 16.6 (inclusive) of the Credit Agreementshall apply, mutatis mutandis, to this Deed as if set out in full herein and asif each reference to “this Agreement” included a reference to this Deed. Eachparty hereto expressly acknowledges and accepts the provisions ofclause 16.4 of the Credit Agreement and agrees that each Transferee whohas executed a Transfer Certificate shall be entitled to the benefit of thisDeed and the powers, rights and remedies of the Banks and the Beneficiaries (includingthe Facility Beneficiaries) under and pursuant to this Deed, as if thatTransferee had originally been a party to this Deed as a Bank.  Each of the parties hereto (in the case ofthe Borrowers and the Bluewater Agent, subject to the Bluewater Agent havinggiven consent, if required, pursuant to clause 16.4 of the CreditAgreement) irrevocably authorises and instructs (i) the Facility Agent (whoaccepts that appointment as part of the security being given to the FacilityBeneficiaries and declares that it has an interest therein) to execute anddeliver any Transfer Certificate on its behalf, and (ii) the Security Trustee(who accepts that appointment as part of the security being given to theBeneficiaries (including the Facility Beneficiaries) and declares that it hasan interest therein) to execute and deliver any DPP Supplemental Deed on itsbehalf, and, in each case, undertakes not to revoke, withdraw or qualify thatauthority or instruction at any time. Promptly upon its execution of any Transfer Certificate, the FacilityAgent shall notify each of the parties hereto (other than the Banks).  Promptly upon its execution of any DPPSupplemental Deed, the Security Trustee shall notify each of the other partieshereto and shall provide to each of the other parties hereto a copy of that DPPSupplemental Deed.

## 16.4                                           Eachparty hereto expressly acknowledges and accepts the provisions of (i)clause 22.19 of the Credit Agreement and agrees that each person who shallfor the time being act as facility agent pursuant to such clause 22.19shall be entitled to the benefit of this Deed and the powers, rights andremedies of the Facility Agent and the Beneficiaries under and pursuant to thisDeed, as if that person had originally been a party to this Deed as theFacility Agent, and (ii) clause 6.23 and agrees that each person who shallfor the time being act as security trustee pursuant to clause 6.23 shallbe entitled to the benefit of this Deed and the powers, rights and remedies ofthe Security Trustee and the Beneficiaries (including the Facility Beneficiaries)under and pursuant to this Deed, as if that person had originally been a partyto this Deed as the Security Trustee. Each of the parties hereto agrees and acknowledges that, upon theappointment of any successor facility agent or, as the case may be, anysuccessor security trustee pursuant to the Credit Agreement or, as the case maybe, this Deed, the retiring Facility Agent or, as the case may be, the retiringSecurity Trustee shall be discharged from any further obligation under thisDeed and the other Transaction Documents to which it was, at the time of itsretirement, a party and that successor facility agent or, as the case may be,that successor security trustee, and each of the other parties to this Deed andthose other Transaction Documents shall have the same rights and obligationsamong themselves as they would have had if that successor facility agent or, asthe case may be, that

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## successorsecurity trustee had been an original party to this Deed and those TransactionDocuments in place of the retiring Facility Agent or, as the case may be, theretiring Security Trustee.

## 16.5                                           Allcosts and expenses reasonably incurred by any party hereto (including any legalfees) in connection with its obligations pursuant to this clause 16 shallbe paid to that party by the party effecting the disposition referred to inclause 16.1 on demand and in the currency specified by the recipientparty, upon receipt by the paying party of evidence satisfactory to it thatthose costs and expenses have been reasonably incurred by that other party.

## 16.6

### 16.6.1                                  Anyof the Security Trustee and the other Beneficiaries may disclose to any of itsSubsidiaries and Affiliates and to any prospective Transferee, or to any otherperson who may propose entering into contractual arrangements with the SecurityTrustee or that Beneficiary in relation to the Equipment, the Assigned Propertyor any part thereof and/or the Facility Documents (including any person to whoma Facility Beneficiary wishes to grant a sub-participation under clause 16.8 ofthe Credit Agreement), such information concerning the other parties hereto orany of them as the Security Trustee or that Beneficiary may deem appropriate ifthe Security Trustee or that other Beneficiary first (a) (except in the case ofdisclosure to any such Subsidiary or Affiliate) obtains the consent of theBluewater Agent which consent shall not be unreasonably withheld or delayed.

### 16.6.2                                  Nodisclosure of information may be made under clause 16.6.1 (or otherwise) to anySubsidiary or Affiliate of a Beneficiary or to any prospective Transferee orother person unless, prior to that disclosure (a) the Beneficiary has informedthe Bluewater Agent of the full content and terms of the proposed disclosure,and (b) such Subsidiary, Affiliate, prospective Transferee or other person, asthe case may be, undertakes in writing to the Bluewater Agent to keep secretand confidential, and not, without the prior written consent of the BluewaterAgent, disclose to any third party any of, the information disclosed to it bythat Beneficiary.

### 16.6.3                                  Itshall not be unreasonable at any time for the Bluewater Agent to withhold itsconsent to any disclosure under clause 16.6.1 if the Bluewater Agent, acting ingood faith, is not satisfied that an undertaking given in accordance withclause 16.6.2 received from the person to whom disclosure is intended to bemade would be sufficient to adequately safeguard and protect the BluewaterGroup’s legal or commercial interests.

### 16.6.4                                  Ifthe Bluewater Agent fails to respond to a request for its consent within ten(10) Banking Days of that request being made, the Bluewater Agent shall bedeemed to have given the consent requested.

### 16.6.5                                  Noneof the Obligors and the Bluewater Agent may assign or transfer to any person allor any of its rights and obligations under and pursuant to this Deed.

### 16.6.6                                  Ifand whenever it is agreed by the Bluewater Agent and the Facility Agent,pursuant to any Credit Agreement Supplemental Agreement or Guarantee AccessionDeed and/or General Assignment Supplemental Deed, that there is to be or becomeone or more Additional Obligors (as identified in that Credit AgreementSupplemental Agreement or

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### GuaranteeAccession Deed and/or General Assignment Supplemental Deed), the BluewaterAgent shall procure that that Additional Obligor enters into a DPP SupplementalDeed pursuant to which that Additional Obligor will become a party to thisDeed.

# **17****                                                  Costsand indemnities**

**17.1**                                        Expenses

Each of the Obligors shall pay to each of theBeneficiaries specified below, on a full indemnity basis, on demand by thatBeneficiary, all and any Losses incurred pursuant to this Deed or any otherTransaction Document (which shall be supported by appropriate written invoicesor other evidence):

### 17.1.1                                  paid,suffered or incurred by the Arranger, the Facility Agent and/or the SecurityTrustee in connection with the negotiation, preparation, execution, completionand, where relevant, registration of the Transaction Documents, of anyamendment of, or the granting of any waiver or consent under or pursuant to,any of the Transaction Documents together with interest on those Losses, if therelevant Losses are not paid by the Obligors (or any of them) within five (5)Banking Days of the date of demand by that Beneficiary, at the Default Ratefrom the date of that demand to the date of payment (after as well as beforejudgment); and

### 17.1.2                                  paid,suffered or incurred by the Facility Agent and/or the Security Trustee, or byany manager, agent, officer or employee for whose liability, act or omissionthat Beneficiary may be legally obliged to indemnify, in connection with theexercise, enforcement or preservation of all or any rights, interests, powers,duties, authorities, discretions, functions and remedies of that Beneficiaryunder or pursuant to any of the Transaction Documents or otherwise inconnection with (i) any monies owing under or pursuant to the Transaction Documentsor any of them, (ii) the Secured Property, the Facility Property or any partthereof, (iii) the Security in relation to the Equipment or any part thereof,or (iv) the Secured Obligations or any of them or any part thereof, including,without limitation, all Expenses together with interest (i) (if those Lossesare paid by the Obligors (or any of them) within five (5) Banking Days of thatdemand by that Beneficiary) at the rate of interest applicable at that timepursuant to clause 3.1 of the Credit Agreement, and (ii) (in all othercircumstances) at the Default Rate, in each case, from the date of that demand tothe date of payment (after as well as before judgment).  For the avoidance of doubt, the Beneficiariesand any manager, agent, officer, or employee for whose liability, act oromission any Beneficiary may be legally obliged to indemnify, shall be entitledto be indemnified out of the Secured Property for all Losses referred to inthis clause 17.1.2.

**17.2**                                        Cure Payments

Each of the Obligors shall pay to each of the FacilityBeneficiaries on demand all and any Cure Payments made by any FacilityBeneficiary. Each Facility Beneficiary shall promptly notify the BluewaterAgent of any Cure Payment made by it.

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**17.3**                                        Value added tax

All amounts payable pursuant to this clause 17shall be paid together with any Value Added Tax or similar tax (if any)properly chargeable thereon.

**17.4**                                        Stamp and otherduties

Each of the Obligors shall pay all stamp, documentary,registration or other like duties or Taxes (including any duties or Taxespayable by any Beneficiary) imposed on or in connection with the TransactionDocuments or any of them and shall indemnify each of the Beneficiaries againstany Losses paid, suffered or incurred by any of them by reason of any delay oromission by any Obligor to pay such duties or Taxes.

# **18****                                                  Custodyof Documents**

The Security Trustee shall be entitled to place alldeeds, certificates and other documents relating to the Secured Property andthe Security or any part thereof deposited with it under or pursuant to theSecurity Documents or any of them in any safe deposit, safe or receptacleselected by the Security Trustee or with any solicitor or firm of solicitorsand may make any such arrangements as it thinks fit for allowing anyBeneficiary or any Obligor access to, or its solicitors or auditors possessionof, those deeds, certificates and documents whenever the Security Trustee deemsappropriate and the Security Trustee shall not be responsible for any Lossessuffered, paid or incurred by any person in connection with any such deposit,access or possession.

# **19****                                                  FurtherAssurance and Power of Attorney**

## **19.1****                                        FurtherAssurance**

Each of the parties hereto (other than the FacilityBeneficiaries) covenants to each of the Facility Beneficiaries that it will, atthe cost and expense of the Obligors, execute, sign, perfect, do and (ifrequired) file, record, register and enrol every further assurance, deed,assignment, charge, notice, instrument, authority, document, act and thing asany Facility Beneficiary (acting reasonably) shall from time to time considernecessary for perfecting the security intended to be created by, under orpursuant to the Facility Documents or for the exercise of the respectiverights, remedies and powers conferred thereby, thereunder or pursuant thereto.

**19.2**                                        Beneficiariespower of attorney

Each of the Beneficiaries (other than the SecurityTrustee) shall, if so requested in writing by the Security Trustee, appoint theSecurity Trustee, subject to any limitations on the powers of the SecurityTrustee imposed by this Deed, to be its attorney for and in the name and onbehalf of that Beneficiary and as the act and deed or otherwise of thatBeneficiary to execute, seal and deliver and otherwise perfect and do all suchdeeds, assurances, agreements, instruments, acts and things which may berequired for the full exercise of all or any of the rights, powers or remediesconferred on, and the duties and functions delegated to, the Security Trusteeunder this Deed and the other the Facility Documents.

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# **20****                                                  Notices**

## 20.1                                           Everynotice, request, demand or other communication under this Deed or any otherFacility Document shall:

### 20.1.1                                  bein writing delivered personally or by first-class prepaid letter (airmailif available) or facsimile transmission or other means of telecommunication inpermanent written form;

### 20.1.2                                  bedeemed to have been received in the case of a letter, when delivered personallyor three (3) days after it has been put in to the post and, in the case of afacsimile transmission or other means of telecommunication in permanent writtenform, at the time of despatch (provided that if the date of despatch is not abusiness day in the country of the addressee or if the time of despatch isafter the close of business in the country of the addressee it shall be deemedto have been received at the opening of business on the next such business day);and

### 20.1.3                                  besent to each or any party hereto to the address and/or fax number of thatparty, and marked for the attention of the relevant person in relation to thatparty, in each case as set out in Schedule 4 or to such other addressand/or fax number as is notified by that party to each of the other partieshereto, save that any notice, request, demand or other communication (i) fromany party hereto other than the Facility Agent to any Bank shall be sent tothat Bank c/o the Facility Agent, and (ii) from any party hereto other than theBluewater Agent to any Obligor shall be sent to that Obligor c/o the BluewaterAgent.

# **21****                                                  Lawand Jurisdiction**

**21.1**                                        Law

This Deed is governed by, and shall be construed inaccordance with, the laws of England and Wales.

**21.2**                                        Submission tojurisdiction

For the benefit of the Security Trustee and each otherBeneficiary, each Obligor and the Bluewater Agent irrevocably andunconditionally agrees that any legal action or proceeding arising out of or inconnection with this Deed may be brought in the English courts, which shallhave jurisdiction to settle or determine any dispute or claim arising out of orin connection with this Deed, and irrevocably and unconditionally submits tothe exclusive jurisdiction of the English courts. Each Obligor and theBluewater Agent irrevocably and unconditionally designates, appoints andempowers WFW Legal Services Limited at the address of its registered office forthe time being (presently of 15 Appold Street, London EC2A 2HB, England), ineach case, to receive, for it and on its behalf, service of process issued outof the English courts in any legal action or proceeding arising out of or inconnection with this Deed.  Thesubmission to such jurisdiction shall not (and shall not be construed so as to)limit the right of the Security Trustee or any other Beneficiary to take anylegal action or proceeding against any of the Obligors and the Bluewater Agentin any other court of competent jurisdiction nor shall the taking of any legalaction or proceeding in any one or more jurisdictions preclude the taking ofany legal action or proceeding in any other jurisdiction, whether concurrentlyor not.  Each Obligor and the BluewaterAgent agrees that only the English courts and not those of any otherjurisdiction shall have jurisdiction to settle and

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determine any dispute or claim which any of the Obligorsand the Bluewater Agent may have against the Security Trustee or any otherBeneficiary arising out of or in connection with this Deed.

# **22****                                                  Miscellaneous**

**22.1**                                        No impliedwaivers, remedies cumulative

Except as otherwise expressly provided in this Deed,no failure or delay on the part of any party hereto to exercise any power,right or remedy under this Deed shall operate as a waiver thereof, nor shallany single or partial exercise by such party of any power, right or remedypreclude any other or further exercise thereof or the exercise of any otherpower, right or remedy.  The remediesprovided in this Deed are cumulative and are not exclusive of any remediesprovided by law.

**22.2**                                        Obligations ofBeneficiaries

The obligations of each Beneficiary under and pursuantto this Deed are several; the failure by any Beneficiary to perform any ofthose obligations shall not relieve any other Beneficiary or any Obligor of anyof their respective obligations and liabilities under and pursuant to this Deedor any of the other Transaction Documents nor shall any Beneficiary beresponsible for any of the obligations and liabilities of any other Beneficiaryunder and pursuant to this Deed.

**22.3**                                        No partnership

This Deed shall not, and shall not be construed so asto, constitute a partnership between the parties or any of them.

**22.4**                                        Waiver byObligors

Each of the Obligors hereby unconditionally waives anyright it may have, whether at law or otherwise, to require demands to be madeunder any of the Facility Documents or for the Secured Property, the FacilityProperty or any part thereof to be enforced or realised in any specific orderor manner or to require the proceeds thereof to be appropriated in any specificorder or manner.

**22.5**                                        Acknowledgement

Each of the parties hereto other than the FacilityBeneficiaries undertakes with each of the Facility Beneficiaries to observe theprovisions of clause 22 of the Credit Agreement at all times and not to take,or omit to take, any action which would or might reasonably be expected toprejudice or affect any of the provisions thereof.

**22.6**                                        SecuredObligations

Nothing contained in this Deed shall, as between anyObligor and the Beneficiaries (or any of them), affect or prejudice any powers,rights or remedies of any Beneficiary against any Obligor in respect of any ofthe Secured Obligations. Nothing contained in this Deed shall, as between anyObligor and the Facility Beneficiaries (or any of them), affect or prejudiceany powers, rights or remedies of any Facility Beneficiary against any Obligorin respect of any of the Facility Obligations.

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**22.7**                                        Counterparts

This Deed may be entered into in the form of two ormore counterparts, each executed by one or more of the parties hereto, and,provided all the parties hereto shall so execute this Deed, each of theexecuted counterparts, when duly exchanged or delivered, shall be deemed to bean original but, taken together, they shall constitute one instrument.

**22.8**                                        Englishlanguage

All certificates, instruments and other documents tobe delivered under or supplied in connection with this Deed shall be in theEnglish language or shall be accompanied by a certified English translationupon which the recipient shall be entitled to rely.

**22.9**                                        Severability ofprovisions

Each of the provisions of this Deed is severable anddistinct from the others and if at any time one or more of those provisions isor becomes invalid, illegal or unenforceable under the laws of any jurisdictionneither the validity, legality and enforceability of the remaining provisionsof this Deed nor the validity, legality and enforceability of those provisionsin any other jurisdiction shall in any way be affected or impaired thereby.

**22.10**                                 Contracts (Rights ofThird Parties) Act 1999

### 22.10.1                            Unlessexpressly provided to the contrary in a Facility Document, a person who is nota party to this Deed shall have no right under the Contracts (Rights of ThirdParties) Act 1999 to enforce its terms.

### 22.10.2                            Notwithstandingany term of any Facility Document, the consent of any person who is not a partyto a Facility Document is not at any time required to rescind or amend aFacility Document to which it is not a party.

### 22.10.3                            AllBluewater Group Members (including but not limited to the ExcludedSubsidiaries), Aurelia Energy and each of the Beneficiaries shall have theright to enjoy and enforce the benefit of any term of the Facility Documentswhich is expressed to be for its benefit or which purports to confer a benefiton such person.

**22.11**                                 Consents

Each of the parties to this Deed hereby expressly, ineach case, for all purposes of the Transaction Documents and to the extent thatsuch consent is required, acknowledges and consents to the entry into by eachof the parties hereto of each of the Transaction Documents to which it is, oris to be, a party and the transactions thereby contemplated and expresslywaives all or any breaches of the terms of the Transaction Documents which wouldotherwise occur as a result of any of the foregoing matters.

**22.12**                                 Assignees and pledgees

Each party hereto which is an assignee of the rightsof any other party hereto agrees that, as such assignee and/or pledgee, itshall be bound by any restrictions on the exercise of those rights imposed onthe assignor and/or pledgor by any provision of this Deed.

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# **23****                                                  Paralleldebt**

## 23.1                                           Theparties hereto agree that, notwithstanding anything in any Transaction Documentto the contrary:

### 23.1.1                                  “**Principal Obligations**” means, in relation to an Obligor, allpresent and future obligations and liabilities of that Obligor to theBeneficiaries (or any of them) for the payment of any monies under theTransaction Documents;

### 23.1.2                                  eachObligor shall be obligated to the Security Trustee in an amount equal to, andin the same currency as, its Principal Obligations as and when the same becomedue and payable under the relevant Transaction Document (the “**Parallel Obligations**”), provided that the total amount ofthe Parallel Obligations of that Obligor shall never exceed the total amount ofthe Principal Obligations of that Obligor;

### 23.1.3                                  therights of the Beneficiaries to receive payment of the Principal Obligations areseveral from the rights of the Security Trustee to receive payment of theParallel Obligations;

### 23.1.4                                  theSecurity Trustee shall have an independent right, in its own name, to demandpayment of the Parallel Obligations by the Obligors upon the occurrence andduring the continuance of an unremedied and unwaived event of default (howeversuch term is defined in each of the applicable Transaction Documents) exceptthat, in the case of any such event of default relating to the bankruptcy orsimilar proceeding or event with respect to an Obligor, the Parallel Obligationsshall be due and payable immediately without any such demand or other action ornotice;

### 23.1.5                                  thepayment by any Obligor of its Parallel Obligations to the Security Trustee inaccordance with this clause 23 (whether through direct payment by that Obligor orenforcement of any Encumbrance held by the Security Trustee securing theParallel Obligations) shall discharge the corresponding Principal Obligationsof that Obligor, and, similarly, the payment by that Obligor of its PrincipalObligations (whether through direct payment by that Obligor or enforcement ofany Encumbrance held by the Security Trustee securing the PrincipalObligations) shall discharge the corresponding Parallel Obligations owed to theSecurity Trustee; and

### 23.1.6                                  nothingin this clause 23 shall in any way limit the Security Trustee’s right to act inthe protection or preservation of the rights under, or to enforce, any FacilityDocument as contemplated by and in accordance with this Deed or the relevant FacilityDocument.

## 23.2                                           Nothingin this clause 23 shall in any way negate or affect any obligation of anyObligor to any Beneficiary under this Deed or any other Transaction Document.

## 23.3                                           Forthe purposes of this clause 23, the Security Trustee acts in its own name andnot as agent or trustee of any Beneficiary, and the security granted under the FacilityDocuments to the Security Trustee to secure the Parallel Obligations is grantedto the Security Trustee in its capacity as a direct creditor in respect of theParallel Obligations, and not as a trustee or agent for the Beneficiaries.  The Security Trustee undertakes to pay to theBeneficiaries in accordance with clause 9 an amount equal to any amountcollected or received by it (other than any amount collected or received by itpursuant to or under the Facility Guarantee, which shall be applied inaccordance with clause 4.2 of

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## the CreditAgreement) which it has applied in reduction of the Parallel Obligations as ifthe corresponding Principal Obligations had not been discharged pursuant to thisclause 23.

## 23.4                                           Inthe event of a retirement of the Security Trustee or the appointment of asuccessor Security Trustee, the retiring Security Trustee shall transfer theParallel Obligations to the successor Security Trustee pursuant to clause 6.23of this Deed.

**IN WITNESS** whereof this Deed hasbeen duly executed as a deed and delivered the day and year first abovewritten.

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**Schedule 1**

**TheBanks and Financial Institutions**
| **Bank**           | ** ** | **Address**      | ** ** | ** **         | ** ** | ** **        | ** ** | ** **      |
|--------------------|------------|------------------|------------|--------------------|------------|-------------------|------------|-----------------|
| **ING  Bank N.V.** |       | Bijlmerplein 888 |       | Loc. code HE 02.09 |       | 1102 MG Amsterdam |       | The Netherlands |

 

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**Schedule 2**

**Formof Loss Payable Clause**

(a)                                  [*[Owner]* (the “**Owner**”)] is theregistered owner of the *[specify Equipment]*(the “**Equipment**”).

(b)                                 Bya *[detail Lease (if any)],* the Lessee hasagreed to demise charter the Equipment to *[specify Operator]*(the “**Operator**”).

(c)                                  Pursuantto a general assignment dated l2006 between (inter alios) the Owner, the Operator and the Security Trustee, theOwner, and the Operator have (inter alia) each assigned in favour of theSecurity Trustee all of their respective rights, title, benefit and interestin, to, under and pursuant to all policies and contracts of insurance from timeto time taken out or entered into by or for the benefit of all or any of themin respect of the Equipment.

Hull and machinery(marine and war risks)

Accordingly, in relationto the property insured under this Policy:

(a)                                  allclaims hereunder in respect of (i) an actual or constructive or compromised orarranged total loss of the Equipment, (ii) an actual or constructive orcompromised or arranged total loss in respect of any part of the Equipment(which is not an actual or constructive or compromised or arranged total lossof the whole of the Equipment) the claim in respect of which exceeds US$10,000,000(or the equivalent in any other currency) inclusive of any deductible, and(iii) all claims for physical loss or damage to the Equipment or any partthereof in respect of a major casualty (that is to say any casualty the claimin respect of which exceeds US$10,000,000 (or the equivalent in any othercurrency) inclusive of any deductible) shall be paid in full to the SecurityTrustee (in its capacity as assignee of the Owner and each of the otherassignors pursuant to the assignments referred to above) or to its order; and

(b)                                 allother claims hereunder shall be paid in full to the Owner and the Operatorrespectively as their interests may appear or to their order, unless and untilthe Security Trustee shall have notified insurers hereunder to the contrary,whereupon all such claims shall be paid to the Security Trustee or assignee asaforesaid [***Note: proviso to be included where hull andmachinery cover also includes provisions relating to third party claims***]]

[Protection andIndemnity] [Liabilities] [CAR Part I entry]

Payment of any recoverywhich any party is entitled to [make out of the funds of the association][under this Policy] in respect of any liability, costs or expenses incurred bysuch party shall be made direct to the person who incurred the liability towhich such recovery relates or, where such liability has been satisfied, to theperson who has satisfied such liability in reimbursement to it of moneysexpended in satisfaction of such liability unless and until the insurersreceive notice to the contrary from the Security Trustee in which event allrecoveries shall thereafter be paid to the Security Trustee or its order.

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**Schedule 3**

**DPPSupplemental Deed**

**THIS SUPPLEMENTAL DEED** isdated                             and ismade **BETWEEN**:

(1)                                  [                                                            ], a companyincorporated under the laws of [                                                            ], whoseregistered office is at [                           ] (the “**Additional Obligor**”); and

(2)                                  [                                                            ], a company incorporated under the laws of [                           ], acting throughits office at [                                                             ] (the “**Security Trustee**”).

**WHEREAS:**

(A)                              Referenceis made to the trust deed and deed of proceeds and priorities dated[                            ]2006 (the “**Deed**”), a copy of which isattached hereto.

(B)                                Pursuantto the [Credit Agreement Supplemental Agreement] [Guarantee Accession Deed][General Assignment Supplemental Deed], it has been agreed that (subject to theterms and conditions therein contained) the Additional Obligor is to be anObligor.

(C)                                Theexecution and delivery of this Deed by the Additional Obligor is a requirementof the Deed.

**THIS DEEDWITNESSES AND IT IS HEREBY AGREED** as follows:

# 1                                          Definitions

In this Deed, words and expressions defined in theDeed (whether expressly or by reference to another document or agreement orotherwise) shall, unless otherwise defined in this Deed, or the contextotherwise requires, have the same meanings when used in the Deed and:

[“**Credit AgreementSupplemental Agreement**” means the Credit Agreement SupplementalAgreement dated of even date herewith and made between the Bluewater Agent, theAdditional Obligor and the Facility Agent (on behalf of itself and as agent foreach of the parties to the Credit Agreement other than the Borrowers and theBluewater Agent).]

[“**Guarantee Accession Deed**”means the Guarantee Accession Deed dated of even date herewith and made betweenthe Bluewater Agent, the Additional Obligor and the Security Trustee.]

[“**General AssignmentSupplemental Deed**” means the General Assignment Supplemental Deeddated of even date herewith and made between the Bluewater Agent, theAdditional Obligor and the Security Trustee.]

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# **2****                                         Deed**

## 2.1                                 Eachof the provisions of the Deed shall be incorporated by reference in this Deedas if set out in full, mutatis mutandis, in this Deed and as if all referencestherein to “the Obligors”, “any Obligor”, “the Obligors” and “any Obligor” wereor, as the context may require, included references to the Additional Obligor andas if all references therein to “this Deed” were references to this Deed.

## 2.2                                 Pursuantto clause 16.3 of the Deed, the Security Trustee is a party to this Deedon behalf of itself and each of the other parties to the Deed other than the AdditionalObligor.

# **3****                                         Representations,warranties, covenants, guarantees, undertakings and agreements of theAdditional Obligor**

The Additional Obligor hereby (i) represents, warrants, covenants,guarantees, undertakes and agrees to, with and for the benefit of each of theparties to the Deed in the terms of the Deed, as incorporated by referenceherein pursuant to clause 2.1 above, and (ii) agrees to be bound by eachof the provisions of the Deed as if it had been an original party thereto as anObligor.

# **4****                                         BluewaterAgent**

The Additional Obligor hereby irrevocably appoints theBluewater Agent as its agent for all purposes of the Facility Documentsincluding, without limitation, clause 2.5 of the Deed.

# **5****                                         Notices**

For the purposes of clause 20 of the Deed, the address, fax numberand attention details of the Additional Obligor are:

[                            ]

[                            ]

[                            ]

Fax:                 [                            ]

Attention:      [                            ].

**IN WITNESS WHEREOF**this Deed****has been duly executed and deliveredas a deed by the parties hereto on the date first above written.

**Additional Obligor**

**EXECUTED**as a **DEED**

for and on behalf of

[                                                ]

by

its duly authorised attorney-in-fact

in the presence of:

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**SecurityTrustee**
| **EXECUTED as a DEED**                                                                                                                                                                                   | )      |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| for and on  behalf of                                                                                                                                                                                    | )      |
| [                                 ] | )      |
| by                                                                                                                                                                                                       | )      |
| its duly  authorised attorney-in-fact                                                                                                                                                                    | )      |
| in the presence  of:                                                                                                                                                                                     | )      |
|                                                                                                                                                                                                     |   |
|                                                                                                                                                                                                     |   |
| **Bluewater  Agent**                                                                                                                                                                                     | )      |
| **EXECUTED  as a DEED**                                                                                                                                                                                  | )      |
| for and on  behalf of                                                                                                                                                                                    | )      |
| [                                 ] | )      |
| by                                                                                                                                                                                                       | )      |
| its duly  authorised attorney-in-fact                                                                                                                                                                    | )      |
| in the presence  of:                                                                                                                                                                                     | )      |

** **

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**Schedule 4**

**Notices**
| Party                                               | ** ** | **Address**                                                                                         | ** ** | **Fax Number**   | ** ** | **Attention**           |
|-----------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------|------------|------------------|------------|-------------------------|
|                                                | ** ** | ** **                                                                                          | ** ** | ** **       | ** ** | ** **              |
| **The Facility Agent**  ING Bank N.V.               | ** ** | HE 03.03  De Amsterdamse Poort  Bijlmerplein 888  P.O. Box 1800  1000 BV Amsterdam  The Netherlands | ** ** | +31 20 576 8782  | ** ** | Syndicated Loans Agency |
|                                                | ** ** |                                                                                                | ** ** |             | ** ** |                    |
| **Security Trustee**  ING Bank N.V.                 | ** ** | HE 03.03  De Amsterdamse Poort  Bijlmerplein 888  P.O. Box 1800  1000 BV Amsterdam  The Netherlands | ** ** | +31 20 576 8782  | ** ** | Syndicated Loans Agency |
|                                                | ** ** |                                                                                                | ** ** |             | ** ** |                    |
| **Security Trustee Account Bank**  ING Bank N.V.    | ** ** | HE 03.03  De Amsterdamse Poort  Bijlmerplein 888  P.O. Box 1800  1000 BV Amsterdam  The Netherlands | ** ** | +31 20 576 8782  | ** ** | Syndicated Loans Agency |
|                                                | ** ** |                                                                                                | ** ** |             | ** ** |                    |
| **Bluewater Agent**  Bluewater Energy Services B.V. | ** ** | Marsstraat 33  2132 HR Hoofddorp                                                                    | ** ** | +31 23 55 42 112 | ** ** | Kees Voormolen          |

 

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**EXECUTIONPAGE - DPP**
| **Arranger**                          |   |
|---------------------------------------|--------|
| ** **                            |   |
| **EXECUTED  as a DEED**               | )      |
| for and on  behalf of                 | )      |
| **ING  BANK N.V.**                    | )      |
| by                                    | )      |
| its duly authorised  attorney-in-fact | )      |
| in the presence  of:                  | )      |
|                                  |   |
|                                  |   |
| **Facility  Agent**                   |   |
| ** **                            |   |
| **EXECUTED  as a DEED**               | )      |
| for and on  behalf of                 | )      |
| **ING  BANK N.V.**                    | )      |
| by                                    | )      |
| its duly  authorised attorney-in-fact | )      |
| in the presence  of:                  | )      |
|                                  |   |
|                                  |   |
| **Security  Trustee**                 |   |
| ** **                            |   |
| **EXECUTED  as a DEED**               | )      |
| for and on  behalf of                 | )      |
| **ING  BANK N.V.**                    | )      |
| by                                    | )      |
| its duly  authorised attorney-in-fact | )      |
| in the presence  of:                  | )      |
|                                  |   |
|                                  |   |
| **Banks**                             |   |
| ** **                            |   |
| **EXECUTED  as a DEED**               | )      |
| for and on  behalf of                 | )      |
| **ING  BANK N.V.**                    | )      |
| by                                    | )      |
| its duly  authorised attorney-in-fact | )      |
| in the presence  of:                  | )      |

 

39

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| **Security Trustee Account Bank**     |   |
|---------------------------------------|--------|
| ** **                            |   |
| **EXECUTED  as a DEED**               | )      |
| for and on  behalf of                 | )      |
| **ING  BANK N.V.**                    | )      |
| by                                    | )      |
| its duly  authorised attorney-in-fact | )      |
| in the presence  of:                  | )      |

 

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| **Bluewater Agent**                   |   |
|---------------------------------------|--------|
| ** **                            |   |
| **EXECUTED  as a DEED**               | )      |
| for and on  behalf of                 | )      |
| **BLUEWATER  ENERGY SERVICES B.V.**   | )      |
| by                                    | )      |
| its duly  authorised attorney-in-fact | )      |
| in the presence  of:                  | )      |
|                                  |   |
|                                  |   |
| **Borrowers**                         |   |
| ** **                            |   |
| **EXECUTED  as a DEED**               | )      |
| for and on  behalf of                 | )      |
| **BLUEWATER  HOLDING B.V.**           | )      |
| by                                    | )      |
| its duly  authorised attorney-in-fact | )      |
| in the presence  of:                  | )      |
|                                  |   |
|                                  |   |
| **EXECUTED  as a DEED**               | )      |
| for and on  behalf of                 | )      |
| **BLUEWATER  ENERGY SERVICES B.V.**   | )      |
| by                                    | )      |
| its duly  authorised attorney-in-fact | )      |
| in the presence  of:                  | )      |
|                                  |   |
|                                  |   |
| **EXECUTED  as a DEED**               | )      |
| for and on  behalf of                 | )      |
| **BLUEWATER  (AOKA MIZU) N.V.**       | )      |
| by                                    | )      |
| its duly  authorised attorney-in-fact | )      |
| in the presence  of:                  | )      |
|                                  |   |
|                                  |   |
| **Guarantors**                        |   |
| ** **                            |   |
| **EXECUTED  as a DEED**               | )      |
| for and on  behalf of                 | )      |
| **AURELIA  ENERGY N.V.**              | )      |
| by                                    | )      |
| its duly  authorised attorney-in-fact | )      |
| in the presence  of:                  | )      |

 

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| **EXECUTED as a DEED**                | ) |
|---------------------------------------|---|
| for and on  behalf of                 | ) |
| **BLUEWATER  ENERGY N.V.**            | ) |
| by                                    | ) |
| its duly  authorised attorney-in-fact | ) |
| in the presence  of:                  | ) |

 

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| **EXECUTED as a DEED**                  | )      |
|-----------------------------------------|--------|
| for and on  behalf of                   | )      |
| **BLUEWATER  OFFSHORE PRODUCTION**      | )      |
| **SYSTEMS  LIMITED**                    | )      |
| by                                      | )      |
| its duly  authorised attorney-in-fact   | )      |
| in the presence  of:                    | )      |
|                                    |   |
|                                    |   |
| **EXECUTED  as a DEED**                 | )      |
| for and on  behalf of                   | )      |
| **BLUEWATER  FLOATING PRODUCTION B.V.** | )      |
| by                                      | )      |
| its duly  authorised attorney-in-fact   | )      |
| in the presence  of:                    | )      |
|                                    |   |
|                                    |   |
| **EXECUTED  as a DEED**                 | )      |
| for and on  behalf of                   | )      |
| **BLUEWATER  (BLEO HOLM) N.V.**         | )      |
| by                                      | )      |
| its duly  authorised attorney-in-fact   | )      |
| in the presence  of:                    | )      |
|                                    |   |
|                                    |   |
| **EXECUTED  as a DEED**                 | )      |
| for and on behalf  of                   | )      |
| **BLUEWATER  (GLAS DOWR) N.V.**         | )      |
| by                                      | )      |
| its duly  authorised attorney-in-fact   | )      |
| in the presence  of:                    | )      |
|                                    |   |
|                                    |   |
| **EXECUTED  as a DEED**                 | )      |
| for and on  behalf of                   | )      |
| **BLUEWATER  (HAEWENE BRIM) N.V.**      | )      |
| by                                      | )      |
| its duly  authorised attorney-in-fact   | )      |
| in the presence  of:                    | )      |

 

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| **EXECUTED as a DEED**                | ) |
|---------------------------------------|---|
| for and on  behalf of                 | ) |
| **BLUEWATER  (MUNIN) N.V.**           | ) |
| by                                    | ) |
| its duly  authorised attorney-in-fact | ) |
| in the presence  of:                  | ) |

 

44

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| **EXECUTED as a DEED**                         | )      |
|------------------------------------------------|--------|
| for and on  behalf of                          | )      |
| **BLUEWATER  OFFSHORE PRODUCTION**             | )      |
| **SYSTEMS  N.V.**                              | )      |
| by                                             | )      |
| its duly  authorised attorney-in-fact          | )      |
| in the presence  of:                           | )      |
|                                           |   |
|                                           |   |
| **EXECUTED  as a DEED**                        | )      |
| for and on  behalf of                          | )      |
| **BLUEWATER  INTERNATIONAL B.V.**              | )      |
| by                                             | )      |
| its duly  authorised attorney-in-fact          | )      |
| in the presence  of:                           | )      |
|                                           |   |
|                                           |   |
| **EXECUTED  as a DEED**                        | )      |
| for and on  behalf of                          | )      |
| **LUFENG  DEVELOPMENT COMPANY ANS**            | )      |
| by                                             | )      |
| its duly  authorised attorney-in-fact          | )      |
| in the presence  of:                           | )      |
|                                           |   |
|                                           |   |
| **EXECUTED  as a DEED**                        | )      |
| for and on  behalf of                          | )      |
| **BLUEWATER  SERVICES (UK) LIMITED**           | )      |
| by                                             | )      |
| its duly  authorised attorney-in-fact          | )      |
| in the presence  of:                           | )      |
|                                           |   |
|                                           |   |
| **EXECUTED  as a DEED**                        | )      |
| for and on  behalf of                          | )      |
| **BLUEWATER  ETTRICK PRODUCTION (UK)LIMITED)** |
| by                                             | )      |
| its duly  authorised attorney-in-fact          | )      |
| in the presence  of:                           | )      |

 

45

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| **EXECUTED as a DEED**                        | ) |
|-----------------------------------------------|---|
| for and on  behalf of                         | ) |
| **BLUEWATER  (FLOATING PRODUCTION) LIMITED**) |
| by                                            | ) |
| its duly  authorised attorney-in-fact         | ) |
| in the presence  of:                          | ) |

 

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| **EXECUTED as a DEED**                 | )      |
|----------------------------------------|--------|
| for and on  behalf of                  | )      |
| **BLUEWATER  OPERATIONS (UK) LIMITED** | )      |
| by                                     | )      |
| its duly  authorised attorney-in-fact  | )      |
| in the presence  of:                   | )      |
|                                   |   |
|                                   |   |
| **EXECUTED  as a DEED**                | )      |
| for and on  behalf of                  | )      |
| **BLUEWATER  (UK) LIMITED**            | )      |
| by                                     | )      |
| its duly  authorised attorney-in-fact  | )      |
| in the presence  of:                   | )      |
|                                   |   |
|                                   |   |
| **EXECUTED  as a DEED**                | )      |
| for and on  behalf of                  | )      |
| **PIERCE  PRODUCTION COMPANY LIMITED** | )      |
| by                                     | )      |
| its duly  authorised attorney-in-fact  | )      |
| in the presence  of:                   | )      |

 

47

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