**Exhibit 4.77**

**Execution Version**

**Notice of Assignment in relationto AHL**
| To:    | Hess Limited                                    |
|--------|-------------------------------------------------|
|   | Leve1 9                                         |
|   | The Adelphi Building                            |
|   | 1-11 John Adam Street                           |
|   | London                                          |
|   | WC2N 6AG                                        |
|   |                                            |
|   | For the attention of  Associate General Counsel |
|   |                                            |
| Copy:  | Hess Limited                                    |
|   | 1 Berry Street                                  |
|   | Aberdeen AB25 1HF                               |
|   |                                            |
|   | Attention: Fife Asset  Manager                  |

 

**m.v. “UISGE GORM”**

We refer to:

(a)                                  theagreement (as amended from time to time prior to the date hereof or, with theconsent of the Assignee (as defined below), after the date hereof) for a floatingproduction, storage and offtake facility in relation to the vessel m.v. “UisgeGorm” dated 25th March 1994 and made between you, Hess Limited, and BluewaterOffshore Production Systems Limited **(“BOPS”)** andthe absolute assignment **(“Payment Assignment”)**of certain payment rights thereunder dated 14th December 1994 and made betweenBOPS and Bluewater Operations (UK) Limited **(“BOL”)**, whichassignment has been notified to you, and every deed, document, agreement, instrument,contract or other arrangement relating thereto (collectively referred to hereinas the **“Uisge Gorm Contract”**); and

(b)                                 thenotice of assignment dated 28 January 2002 issued to you by BUK, BOL and BOPS (amongstothers) (the **“Notice”**).

We hereby give you notice :

1.                                       that,by a Deed of Release, Discharge, Reassignment and Termination dated 29 June2006, the Assignee (as defined in the Notice) reassigned the rights, title, interestand benefit assigned to the Assignee and described in the Notice;

2.                                       that,by a General Assignment (the **“Assignment”**)dated 29 June 2006, made between (inter alios) BOL, BOPS and ING Bank N.V. (inits capacity as security trustee) (the **“Assignee”**),BOL has assigned to the Assignee all of its rights, title, interest, andbenefit (present and future, actual and contingent) in, to, under and pursuantto (inter alia) the Uisge Gorm Contract as and to the extent assigned to BOLpursuant to the Payment Assignment including (but without prejudice to thegenerality of the foregoing) its rights to receive certain monies and makecertain claims for damages under and pursuant to the Uisge Gorm Contract as andto the extent assigned to BOL pursuant to the Payment Assignment;

3.                                       that,by the Assignment, which contains a Maltese pledge, made between (inter alios)BOPS and the Assignee, BOPS has assigned and pledged to the Assignee all of itsrights, title, interest, and benefit (present and future, actual andcontingent) in, to, under and pursuant to (inter alia) the Uisge Gorm Contract including(but without prejudice to the generality of the foregoing) its rights to receivecertain monies and make certain claims for damages under and pursuant to the UisgeGorm Contract;

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4.                                       that,unless and until you receive notification from the Assignee or ING Bank N.V. ascontemplated by paragraph 6 below, you are irrevocably authorised and instructedto pay those amounts payable to us under and pursuant to the Uisge GormContract which are identified below to such account as we may from time to timedirect (and all defined terms used below and all references below to parts,sections and tables are to the relevant defined terms used in and parts, sectionsand tables of the Uisge Gorm Contract):

(a)                                  theOperating Rate payments in relation to a Standby Safety Vessel;

(b)                                 thatpart of the Lay-Up Rate calculated by reference to the Operating Rate;

(c)                                  paymentsrelating to Demobilisation;

(d)                                 theSundry Rate ltems;

(e)                                  theHourly Rates; and

(f)                                    theOperating Rate referred to in the variation order number P013 issued pursuantto the Uisge Gorm Contract;

5.                                       that,unless and until you receive notification from the Assignee or ING Bank N.V. ascontemplated by paragraph 6 below, you are irrevocably authorised andinstructed to pay all other amounts payable to us under and pursuant to theUisge Gorm Contract to account name “BOL Assigned Account”, account number 02..00.22.425, with ING Bank N.V., acting through its Amsterdam head office, or tosuch other account as ING Bank N.V., acting for these purposes as the agent ofthe Assignee, may from time to time direct;

6.                                       thatat all times after the Assignee or ING Bank N.V., acting for these purposes asthe agent of the Assignee, notifies you in writing that the Assignment has becomeenforceable, you are irrevocably authorίsed and instructed to pay allamounts payable to us under and pursuant to the Uisge Gorm Contract (including allamounts referred to in paragraphs 4 and 5 above) to account name “BOL AssignedAccount”, account number 02.00.22.425, with ING Bank N.V., acting through itsAmsterdam head office, or to such other account as ING Bank N.V., acting for thesepurposes as the agent of the Assignee, may from time to time direct; and

7.                                       thateach amount paid by you in accordance with paragraph 4, 5 or 6 above shalldischarge, by a corresponding amount, your payment obligations under the UisgeGorm Contract.

8.                                       withoutprejudice to paragraphs 4, 5 and 6 of this notice, ING Bank N.V. confirms toHess Limited that clause 6.2 of the Assignment states that:

“Unless and untila Facility Event has occurred and is continuing ... each Security Party shal beentitled, without any requirement to first obtain the consent of any person, togrant any consent, exercise any discretion or determine any matter, or toenforce or exercise any right, remedy or power under or in relation to each ofthe Contract ... to which that Security Party is a part”.

Accordingly, untilsuch time as ING Bank N.V., acting for this purpose as agent of the Assignee, maygive you notice to the contrary, BOL shall be entitled to grant any consent,exercise any discretion or determine any matter, or to enforce or exercise anyright, remedy or power under or in relation to, the Uisge Gorm Contract. Uponand at all times after any such notice is given by ING Bank N.V. (in suchcapacity), ING Bank N.V. alone shall be entitled to grant any consent, exerciseany discretion or determine any matter, or to enforce or exercise any right, remedyor power under or in relation to, the Uisge Gorm Contract.

Please acknowledge receipt of this notice by signingthe acknowledgement endorsed on the enclosed duplicate of this notice andreturning that duplicate direct to the Assignee at the address shown, with a copyto us.

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| For and on behalf of                               |
|----------------------------------------------------|
| **Bluewater  Operations (UK) Limited**             |
| by its duly  authorised attorney-in-fact           |
|                                               |
|                                               | /s/ [ILLEGIBLE] |   |
|                                               |   |   |
| Dated 29  June 2006.                     |
|                                               |
|                                               |
| For and on  behalf of                              |
| **Bluewater  Offshore Production Systems Limited** |
| by its duly  authorised attorney-in-fact           |
|                                               |
|                                               | /s/ [ILLEGIBLE] |   |
|                                               |   |   |
| Dated 29  June 2006.                     |
|                                               |
|                                               |
| Confirmed and  agreed.                             |
| **Bluewater  (UK) Limited**                        |
| by its duly  authorised attorney-in-fact           |
|                                               |
|                                               | /s/ [ILLEGIBLE] |   |
|                                               |   |   |
| Dated 29  June 2006.                     |
|                                               |
|                                               |
| Confirmed and  agreed.                             |
| **ING  Bank N.V.**                                 |
| by its duly  authorised attorney-in-fact           |
|                                               |
|                                               | /s/ [ILLEGIBLE] |   |
|                                               |   |   |
| Dated 29  June 2006.                     |

 

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**Acknowledgement of Assignment -AH Contract**
| To:    | ING Bank N.V.                                                                                              |
|--------|------------------------------------------------------------------------------------------------------------|
|   |                                                                                                       |
| Copy:  | Bluewater (UK)  Limited, Bluewater  Operations (UK) Limited, Bluewater Offshore Production Systems Limited |

 

We acknowledge receipt of thenotice set out above and consent to the reassignment, assignment and pledgereferred to therein.
| For and on behalf of           |            |
|--------------------------------|-----------------|
| **Hess Limited**               |            |
| by its duly authorised officer |            |
|                           |            |
|                           | /s/ [ILLEGIBLE] |   |
|                           |            |   |
| Dated 3/6/2006.           |            |
|                                |                 |  |  |

 

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