**Exhibit 4.66**

Private &Confidential                                                                                                                                     **Conformed Copy**

**DATED 29JUNE 2006as amended and restated by aDeed of Amendment and Restatement No.1Dated 1 September, 2006**

 

**REVOLVINGCREDIT FACILITY AGREEMENTof up to US$850,000,000**

**to**

**BLUEWATER HOLDING B.V.BLUEWATER ENERGY SERVICES B.V.BLUEWATER (AOKA MIZU) N.V.**

**provided bythe banks and financialinstitutions named hereinarranged by**

**ING BANKN.V.**

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

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**Contents**
| Clause     | ** ** | **Page**                                       |
|------------|------------|------------------------------------------------|
| ** ** | ** ** |                                           | ** ** | ** ** |
| 1          |       | Purpose, definitions and interpretation        |   | 1 |
|       |       |                                           |   |   |
| 2          |       | The Commitments and the Credit                 |   | 3 |
|       |       |                                           |   |   |
| 3          |       | Interest and Interest Periods   |   | 10 |
|       |       |                                           |   |   |
| 4          |       | Repayment, reduction rollover and acceleration |   | 13 |
|       |       |                                           |   |   |
| 5          |       | Fees, commitment commission and losses         |   | 15 |
|       |       |                                           |   |   |
| 6          |       | Payments and taxes; accounts and calculations  |   | 17 |
|       |       |                                           |   |   |
| 7          |       | Representations and warranties                 |   | 20 |
|       |       |                                           |   |   |
| 8          |       | Covenants                                      |   | 25 |
|       |       |                                           |   |   |
| 9          |       | Conditions                                     |   | 31 |
|       |       |                                           |   |   |
| 10         |       | Events of Default                    |   | 33 |
|       |       |                                           |   |   |
| 11         |       | Indemnities                                    |   | 36 |
|       |       |                                           |   |   |
| 12         |       | Further indemnity                              |   | 37 |
|       |       |                                           |   |   |
| 13         |       | Unlawfulness, increased costs, mitigation      |   | 38 |
|       |       |                                           |   |   |
| 14         |       | Pro-rata payments                              |   | 40 |
|       |       |                                           |   |   |
| 15         |       | Technical Consultant and FPSO Valuer           |   | 41 |
|       |       |                                           |   |   |
| 16         |       | Transfer and lending office                    |   | 43 |
|       |       |                                           |   |   |
| 17         |       | Notices                                        |   | 48 |
|       |       |                                           |   |   |
| 18         |       | Law and Jurisdiction                           |   | 48 |
|       |       |                                           |   |   |
| 19         |       | Miscellaneous                                  |   | 48 |
|       |       |                                           |   |   |
| 20         |       | Further assurance                              |   | 51 |
|       |       |                                           |   |   |
| 21         |       | Borrowers’ obligations and liabilities    |   | 51 |
|       |       |                                           |   |   |
| 22         |       | Facility Agent                                 |   | 55 |
|       |       |                                           |   |   |
| 23         |       | Security Trustee                               |   | 63 |
|       |       |                                           |   |   |
| 24         |       | Notes                                          |   | 63 |

 

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| Schedule 1 The Banks and their Commitments                          | 64     |
|--------------------------------------------------------------------------|--------|
|                                                                     |   |
| Schedule 2 Form of Drawdown Notice                                  | 65     |
|                                                                     |   |
| Schedule 3 Documents and evidence required as  conditions precedent | 66     |
|                                                                     |   |
| Schedule 4 Reduction Schedule                                       | 73     |
|                                                                     |   |
| Schedule 5 Project Expenditure Certificate                          | 74     |
|                                                                     |   |
| Schedule 6 Transfer Certificate                                     | 75     |
|                                                                     |   |
| Schedule 7 Credit Agreement Supplemental  Agreement                 | 81     |
|                                                                     |   |
| Schedule 8 Mandatory Cost Formulae                                  | 84     |
|                                                                     |   |
| Schedule 9 Definitions                                              | 86     |
|                                                                     |   |
| Schedule 10 Form of Resignation Letter                              | 134    |
|                                                                     |   |
| Schedule 11 List of Excluded Subsidiaries                           | 135    |
|                                                                     |   |
| Schedule 12 Organisational chart                                    | 137    |

 

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**THISAGREEMENT** is dated **29 JUNE 2006**andmade **BETWEEN**:

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

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

(3)           **THE BANKS AND FINANCIAL INSTITUTIONS** whose names and addressesare set out in schedule 1, as banks;

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

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

(6)           **BLUEWATER ENERGY SERVICES B.V.**, as Bluewater agent.

**IT IS AGREED** asfollows:

### **1****             Purpose, definitionsand interpretation**

### 1             This Agreement setsout the terms and conditions upon and subject to which the Banks agree,according to their several obligations, to make available to the Borrowers arevolving credit facility of up to $850,000,000, to be used for the purposes ofrefinancing the Existing RCF Agreement, financing the Ettrick Project and theUnit Projects and for the general corporate purposes of the Bluewater GroupMembers.

### 1.1          Words and expressionsused in this Agreement shall, unless the context otherwise requires, bear themeanings ascribed to them in schedule 9.

### **1.2****          Heading and Table of Contents**

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

### **1.3****          Interpretations**

In this Agreement, unless the context otherwiserequires:

## 1.3.1       references toclauses and schedules shall be construed as references toclauses of and schedules to this Agreement and references to thisAgreement include its schedules;

## 1.3.2       references to (or to anyspecified provision of) this Agreement or any other document shall be construedas references to this Agreement, that provision or that document as in forcefor the time being and as amended in accordance with the terms thereof with theconsent of all relevant parties pursuant to any relevant provision of thisAgreement and clause 13.2 of the Deed of Proceeds and Priorities;

## 1.3.3       references to a “regulation”include any regulation, rule, directive, requirement, request or guideline(whether or not having the force of law) of any Government Entity;

## 1.3.4       words importing the pluralinclude the singular and vice versa;

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## 1.3.5       references to a time of dayare to the time in Amsterdam, The Netherlands on the relevant day;

## 1.3.6       references to a statutoryprovision shall be construed as references to that provision as from time totime replaced, amended and re-enacted;

## 1.3.7       references to a Defaultbeing “continuing” shall be construed as a reference to a Default which has notbeen cured or remedied or waived in writing; and

## 1.3.8       references to any personshall be construed so as to include its successors in title, permitted assignsand permitted transferees.

## **1.4**          **Decisions**

## 1.4.1       Notwithstanding anything tothe contrary in this Agreement or any other Facility Document, where thisAgreement 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, thatopinion, consent, request or instructions shall (as between the Banks) only beregarded as having been validly given or issued by the Majority Banks, theQualified Majority Banks or, as the casemay be, all of the Banks if all of the Banks shall have received priornotice 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 Agreement 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.

## 1.4.2       Where this Agreement or anyother Facility Document provides for any action to be taken by the SecurityTrustee on the instructions of the Facility Agent, each party hereto other thanthe Facility Agent or, as the case may be, the Security Trustee shall beentitled (and bound) to assume that those instructions have been validly givenor issued whether or not this is in fact the case unless the Facility Agent or,as the case may be, the Security Trustee shall have notified that party thatthose instructions have not been given or issued.

## **1.5**          **Bluewater Agent**

## 1.5.1       Each Borrower by itsexecution of this Agreement or a Credit Agreement Supplemental Agreementirrevocably appoints the Bluewater Agent to act on its behalf as its agent inrelation to the Facility Documents and irrevocably authorises:

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#### (a)     the Bluewater Agent on itsbehalf to supply all information concerning itself contemplated by any FacilityDocument to the Facility Beneficiaries and to give all notices and instructions(including Drawdown Notices), to execute on its behalf any DPP Supplemental Deedor other additional Security Document, to make such agreements and to effectthe relevant amendments capable of being given, made or effected by any Borrowernotwithstanding that they may affect the Borrower, without further reference toor the consent of that Borrower; and

#### (b)    each Facility Beneficiary togive any notice, demand or other communication to that Borrower pursuant to theFacility Documents to the Bluewater Agent,

and in each case the Borrower shall be bound as thoughthe Borrower itself had given the notices and instruction (including, withoutlimitation, any Drawdown Notice) or executed or made the agreements or effectedthe amendments, or received the relevant notice, demand or other communication.

## 1.5.2       Every act, omission,agreement, undertaking, settlement, waiver, amendment, notice or othercommunication given or made by the Bluewater Agent or given to the BluewaterAgent under any Facility Document on behalf of any Borrower or in connectionwith any Facility Document (whether or not known to any other Borrower andwhether occurring before or after such other Borrower became a Borrower underany Facility Document) shall be binding for all purposes on that Borrower as ifthat Borrower 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 Borrower, thoseof the Bluewater Agent shall prevail.

## **2****             The Commitments andthe Credit**

## **2.1****          Agreement to lend**

## 2.1.1       The Banks, relying uponeach of the representations and warranties in clause 7, agree to make availableto the Borrowers, by way of a revolving credit facility, upon and subject tothe terms of this Agreement, the principal amount of up to eight hundred andfifty million Dollars ($850,000,000).

## 2.1.2       The obligations of eachBank under this Agreement shall be to contribute that proportion of eachAdvance which its Commitment bears to the total of all of the Commitments ofall of the Banks and no Bank shall be obliged to contribute anything in excessof that proportion or, as the case may be, its Commitment.

## 2.1.3       Each Bank’s Commitmentshall be reduced on each Repayment Date by that proportion of the ReductionAmount for that Repayment Date which its Commitment bears to the total of allof the Commitments of all of the Banks.

## **2.2****          Obligations and liabilitiesseveral**

Theobligations and liabilities of each Bank under and pursuant to this Agreementand the other Facility Documents are several; any failure by any Bank toperform any such obligation or discharge any such liability shall not relieveany of the other Banks, the Facility Agent, the Security Trustee, the Arranger,the Bluewater Agent or any Borrower of any of their respective obligations andliabilities under and pursuant to this 

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Agreement and the other Facility Documents nor shallany of the Facility Agent, the Security Trustee or the Arranger be responsiblefor the obligations and liabilities of any Bank (except for its own obligationsand liabilities, if any, as a Bank), nor shall any Bank be responsible for theobligations and liabilities of any other Bank, under and pursuant to thisAgreement and the other Facility Documents or any of them.

## **2.3****          Interests several**

Notwithstanding any other provision of this Agreementand the other Facility Documents or any of them (but without prejudice to theprovisions of this Agreement and the other Facility Documents or any of themrelating to or requiring any opinion, request, consent or instructions of or bythe Majority Banks or Qualified Majority Banks), the interests of the FacilityAgent, the Security Trustee, the Arranger and each of the Banks are several andthe amounts due to each of the Facility Agent, the Security Trustee, theArranger, and each of the Banks is a separate and independent debt.  Each of the Security Trustee and (subject toclause 22.9) the Facility Agent, the Arranger and each of the Banks shallhave the right to protect and enforce its rights and interests arising out of,and in connection with, this Agreement and the other Facility Documents and itshall not be necessary for the Arranger, the Security Trustee, the FacilityAgent or any Bank (as the case may be) to be joined as an additional party inany legal action or proceeding for this purpose.

## **2.4****          Drawdown**

Subject to the terms and conditions of this Agreement,an Advance may be made to a Borrower following the receipt by the FacilityAgent from that Borrower (or the Bluewater Agent acting as agent of thatBorrower) of a Drawdown Notice not later than 10.00 a.m. on the third BankingDay before the date on which the Advance is to be made (as specified in thatDrawdown Notice) which shall be a Banking Day on or prior to the date fallingone (1) month prior to the Final Repayment Date and, in the case of any FurtherAdvance, after Closing.  Each DrawdownNotice shall be effective on actual receipt thereof by the Facility Agent andonce given, shall, subject as provided in clause 3.5.1, be irrevocable.

## **2.5****          Advances**

### 2.5.1       Initial Advance:

#### (a)     Initial Advance

Subjectto the terms and conditions of this Agreement, BH shall be entitled to drawdown one Advance in an amount equal to all amounts which may be due and payableunder or pursuant to the Existing RCF Agreement.

#### (b)    Maximum amount of InitialAdvance

Theamount of the Initial Advance shall not exceed the Maximum Available Amount asat the date on which the Initial Advance is to be made (as specified in the relevantDrawdown Notice).

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### 2.5.2       Further Advances

Subject to the terms and conditions of this Agreement,any Borrower shall be entitled from time to time to draw down Advances for thepurpose of financing the general corporate purposes (including, withoutlimitation, the financing of all or any part of the Project Cost in relation tothe Ettrick Project or any Unit Project or financing the cost of Constructionof any New Unit) of the Bluewater Group Members (“**FurtherAdvances**”).  Each FurtherAdvance shall be in an amount no greater than the Maximum Available Amount asat the Drawdown Date specified in the relevant Drawdown Notice, less the amountof the Credit on that Drawdown Date and taking into account all other Advancesto be made or, as the case may be, repaid on that Drawdown Date.

### 2.5.3       Minimum amount of any FurtherAdvance

Each Further Advance shall be in an amount which isnot less than the lesser of (i) two million five hundred thousand Dollars ($2,500,000),and (ii) the Maximum Available Amount as at the Drawdown Date specified in the relevantDrawdown Notice (less the amount of the Credit on that Drawdown Date and takinginto account all other Advances to be made or, as the case may be, repaid onthat Drawdown Date).

### 2.5.4       Number of Advances

No Advance may be drawn down by any Borrower at anytime when ten (10) or more Advances have been drawn down and have not beenrepaid in full, and for this purpose all Advances to which the same InterestPeriod applies shall be treated as one (1) Advance.

## **2.6****          Adjustments to MaximumAvailable Amount**

### 2.6.1       Total Loss and disposal

#### (a)     If any Equipment becomes aTotal Loss the Maximum Available Amount shall be reduced by an amount equal tothe Maximum Available Amount applicable immediately prior to that reduction,multiplied by a fraction, the numerator of which is the Fair Market Value ofthat Equipment, and the denominator of which is the Aggregate Fair Market Value,in each case applicable immediately prior to the Total Loss Date for theaffected Equipment.

#### (b)    Any such reduction referred toin paragraph (a) above shall become effective on the earlier of:

##### (i)         the first Banking Daywhich falls after the date which is one hundred and eighty (180) days from theTotal Loss Date for the affected Equipment; and

##### (ii)        the date on which theTotal Loss Proceeds for that Equipment are paid.

#### (c)     If a disposal of anyEquipment shall occur, the Maximum Available Amount shall be reduced by anamount equal to the Maximum Available Amount immediately prior to thatreduction multiplied by a fraction, the numerator of which is the Fair MarketValue of that Equipment at the time of that disposal, and the denominator ofwhich is the Aggregate Fair Market Value at the time of that disposal, suchreduction to occur on the date that disposal takes place.

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### 2.6.2       Construction Over-Runs

#### (a)     If during any ConstructionPeriod the Facility Agent, in consultation with the Technical Consultant,determines (the date of such determination being the “**DeterminationDate**”) that:

##### (i)         the Project Cost inrelation to the Ettrick Project has increased by more than one hundred millionDollars ($100,000,000) above what was projected in the Initial Budget relatingthereto as the Project Cost of the Ettrick Project, or

##### (ii)        the Project Cost inrelation to any Unit Project has increased by an amount more than sixty sixpoint six six per cent (66.66%) of what was projected in the Initial Budgetrelating thereto as the Project Cost of that Unit Project, or

##### (iii)       the aggregate of theProject Costs in relation to all Unit Projects has increased by more than thesum of one hundred million Dollars ($100,000,000) and the Ettrick Allowance (ifany) above the aggregate of what was projected in the Initial Budgets relatingthereto as the Project Costs of all the Unit Projects,

(theamount of that increase, in each case, the “**CostOver-Run**”);

##### the Facility Agent shall, together with theTechnical Consultant, consult with the Bluewater Agent with a view to agreeingbetween them a plan (the “**Recovery Plan**”)to deal with the operational and financial impact of the relevant Cost Over-Runwhich will be acceptable to the Banks, acting reasonably.  Whether or not such agreement is reached, aRecovery Plan shall be submitted to the Facility Agent by the Bluewater Agentno later than the date falling sixty (60) days after the Determination Date and the FacilityAgent shall submit that Recovery Plan to each of the Banks.  If, on or prior to the date falling seventy (70)days after the Determination Date the Qualified Majority Banks have notapproved the Recovery Plan, the Facility Agent may, on or prior to the datefalling ninety (90) days after the Determination Date, declare that an Event ofDefault has occurred if the Facility Agent determines (acting on theinstructions of the Qualified Majority Banks, acting reasonably) that the CostOver-Run and/or the effects or consequences of the Recovery Plan, either:

##### (i)         constitutes a MaterialAdverse Effect, or

##### (iv)       materially and adverselychanges the risk profile of the financing under this Agreement.

#### (b)    During the period (“**Determination Period**”) commencing on theDetermination Date and ending on the earliest of (i) the date upon which theFacility Agent receives the approval of the Qualified Majority Banks to anyRecovery Plan, (ii) the date the Facility Agent declares an Event ofDefault pursuant to clause 2.6.2(a), and (iii) the date falling ninety one(91) days after the Determination Date, no Further Advances shall be drawn orapplied by any 

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#### Borrower for the purpose of financing all orany part of the Project Cost in relation to the Ettrick Project or, as the casemay be, the Unit Project the subject of the relevant Cost Over-Run (the “**Over-Run Project**”) provided that the Borrowers shall beentitled to draw (A) Roll Over Advances, and (B) additional Further Advances upto an aggregate amount of thirty million Dollars ($30,000,000) but provided furtherthat no part of any such additional Advance shall be applied in or towards anypart of the Project Cost of the Over-Run Project which was not included in thelast Forecast delivered to the Facility Agent prior to the Forecast whichshowed that the relevant project was an Over-Run Project (or, if the first Forecastin relation to such project showed that such project was an Over-Run Project,which was not included in the Initial Budget relating to such project).

## **2.7****          Prepayments**

### 2.7.1       Application of prepayments,reductions and cancellations

Any prepayment, reduction or cancellation of theFacility Amount under this Agreement shall be applied pro rata to the amountsby which the Facility Amount is required to be reduced on each subsequentRepayment Date as set out in schedule 4.

### 2.7.2       Voluntary prepayment

Provided that no Default has occurred and iscontinuing, the Borrowers may, by not less than three (3) Banking Days priorwritten notice from the Bluewater Agent to the Facility Agent (which notice isto be given for the benefit of the Banks), prepay, without premium or penalty,but without prejudice to the Borrowers’ obligations under clauses 3.5, 5, 6.7,11 and 13.2:

#### (a)     the Contribution of any Bankto which the Borrowers shall have become obliged to pay additional amountsunder clause 6.7 or clause 13.2; or

#### (b)    the Contribution of any Bankto which a Substitute Basis applies by virtue of clause 3.5.2.

Upon any such notice of prepayment being given, theCommitment of the relevant Bank shall be reduced to zero and the Borrowersshall prepay the Contribution of that Bank, together with accrued interest andcommitment commission and all other amounts expressed to be due and payable bythe Borrowers (or any of them) to that Bank under and pursuant to the FacilityDocuments.

### 2.7.3       Mandatory prepayment; TotalLoss, disposal, insurance proceeds, Facility Amount and Maximum AvailableAmount

(a)        Onthe earlier of (A) the first Banking Day which falls after the date which fallsone hundred and eighty (180) days after the Total Loss Date in relation to anyEquipment, and (B) the date on which the Total Loss Proceeds in relation tothat Equipment are paid, the Borrowers shall prepay (without premium orpenalty, but without prejudice to the Borrowers’ obligations underclauses 3.5, 5, 6.7, 11 and 13.2) the amount by which the Credit as at thatdate exceeds the 

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Maximum Available Amount as at that date (taking intoaccount, for the avoidance of doubt, the provisions of clause 2.6.1).

(b)       Onthe date upon which a disposal occurs in relation to any Equipment, theBorrowers shall prepay (without premium or penalty, but without prejudice tothe Borrowers’ obligations under clauses 3.5, 5, 6.7, 11 and 13.2) the amountby which the Credit as at that date exceeds the Maximum Available Amount as atthat date (taking into account, for the avoidance of doubt, the provisions ofclause 2.6.1).

(c)        If,pursuant to clause 10.2.2(b) of the Deed of Proceeds and Priorities, any amountof the proceeds of, or any other monies payable under, the Insurances arerequired to be applied in prepayment of the Credit, the Borrowers shall, on thedate on which the proceeds of, or any other monies payable under, those Insurancesare received, prepay (without premium or penalty, but without prejudice to theBorrower’s obligations under clauses 3.5, 5, 6.7, 11 and 13.2) the Credit in anamount equal to the amount of those proceeds or other moneys.

(d)       Withoutprejudice to the other provisions of this clause 2.7.3, if on any date theamount of the Credit exceeds the lesser of the Facility Amount and the MaximumAvailable Amount, the Borrower shall, on the earlier to occur of the datefalling ten (10) Banking Days after that date and the next Repayment Date,prepay (without premium or penalty but without prejudice to the Borrowers’obligations under clauses 3.5, 5, 6.7, 11 and 13.2) the Credit in an amountequal to the amount of that excess.

### 2.7.4       Mandatory Facility Amountreduction

With effect from any prepayment by the Borrowerspursuant to clause 2.7.2 or clause 13.1, the Facility Amount shall bereduced by the amount of the Commitment of each Bank whose Contribution is soprepaid.

### 2.7.5       Voluntary Facility Amount cancellation

Provided that no Default has occurred and iscontinuing and subject to the following proviso, the Borrowers may, by not lessthan three (3) Banking Days notice from the Bluewater Agent to the FacilityAgent, elect to reduce the Facility Amount by an amount (“**reductionamount**”) (as specified in that notice) of not less than five millionDollars ($5,000,000), and each Bank’s Commitment shall be reduced by thatproportion of the reduction amount which its Commitment bears to the total ofall of the Commitments of all of the Banks **provided that**suchreduction shall not result in the Facility Amount being less than the Credit.

### 2.7.6       Other voluntary prepayment

Subject to the following proviso to this clause 2.7.6,the Borrowers may, by not less than three (3) Banking Days prior written noticefrom the Bluewater Agent to the Facility Agent, prepay, without premium orpenalty, but without prejudice to the Borrowers’ obligations underclauses 3.5, 5, 6.7, 11 and 13.2, any amount (as specified in that notice,the “**prepayment amount**”) of the Credit,provided that:

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#### (a)     no more than six (6)prepayments may be made by the Borrowers pursuant to this clause 2.7.6during any Repayment Period, and

#### (b)    the minimum amount of anyprepayment pursuant to this clause 2.7.6 shall be five million Dollars($5,000,000).

### 2.7.7       Mandatory prepayment:control of Aurelia Energy

#### (a)     If, on any date (“**Cessation Date**”) during the Facility SecurityPeriod, (i) Aurelia Energy or, after the Implementation Date, Aurelia Holding, ceasesto be effectively ultimately owned by the Hugo Heerema family or related trustarrangements, and/or (ii) after the Implementation Date, the whole of theissued share capital of Aurelia Energy ceases to be owned and controlled byAurelia Holding, the Bluewater Agent and the Facility Agent shall promptly havediscussions in good faith with a view to reaching agreement on the arrangementsand conditions acceptable to the Facility Agent (acting on the instructions ofthe Qualified Majority Banks) pursuant to which the Banks will agree not torequire the prepayment in full of the Credit. If no such agreement is reached on or prior to the date falling forty-five(45) days after the Cessation Date, the Facility Agent may, on or prior to thedate falling seventy-five (75) days after the Cessation Date, declare that anAcceleration Event has occurred.

#### (b)    The arrangements or conditionsreferred to in clause 2.7.7(a) may include, without limitation, the provisionof additional security and/or the amendment of any of the terms and conditionsof the Facility Documents.

#### (c)     During the period (“**Cessation Period**”) commencing on theCessation Date and ending on the earliest of (i) the date upon which theFacility Agent confirms the agreement of the Qualified Majority Banks to thearrangements or conditions proposed or accepted by the Bluewater Agent (actingon behalf of the Obligors) pursuant to which the Banks agree not to requireprepayment of the Credit, (ii) the date the Facility Agent declares anAcceleration Event pursuant to clause 2.7.7(a), and (iii) the date falling seventysix (76) days after the Cessation Date, no Advances shall be made by the Banks,other than (A) Roll Over Advances; and (B) additional Further Advances up to anaggregate amount of thirty million Dollars ($30,000,000).

## **2.8****          Availability**

Upon receipt of a Drawdown Notice complying with theterms of this Agreement, the Facility Agent shall promptly notify each of theBanks of that Drawdown Notice and of the date on which the Advance to whichthat Drawdown Notice relates is to be made (being the date specified in thatDrawdown Notice) and, subject to the provisions of clause 9, on that dateeach Bank shall make available to the Facility Agent its proportion (calculatedin accordance with clause 2.1.2) of that Advance in accordance withclause 6.2.

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## **2.9****          Termination of theCommitments**

Any part of the Commitments remaining undrawn on theFinal Repayment Date shall be automatically reduced to zero.

## **2.10****       Application of proceeds**

None of the Facility Agent, the Security Trustee, theArranger or any Bank shall have any responsibility for the application of theproceeds of any Advance by any Borrower.

# **3****             Interest and Interest Periods**

## **3.1****          Interest rate and duedate**

### 3.1.1       Interest rate

The Borrowers shall pay interest on each Advance foreach Interest Period relating thereto at the rate per annum determined by theFacility Agent to be the aggregate of the applicable (i) Margin and (ii) LIBOR,but subject always to clause 3.5.2 and (iii) Mandatory Cost, if any.

### 3.1.2       Due date

The due date for the payment by the Borrowers ofinterest in relation to the Credit (or, as the context may require, each partthereof) and each Advance (or, as the context may require, each part thereof)shall be, at any time, the Interest Payment Date in relation to the InterestPeriod which at that time applies to the Credit (or, as the case may be, therelevant part thereof) or, as the case may be, that Advance (or, as the casemay be, the relevant part thereof) pursuant to clause 3.2.

### 3.1.3       Notifications

The Facility Agent shall notify the Bluewater Agent promptlyof each rate of interest determined by it under this clause 3.1.

## **3.2****          Determination ofInterest Periods**

Subject always to clause 3.5.2, the InterestPeriod in respect of each Advance (including any Advance referred to in clause 2.5.4)shall commence on the date on which that Advance is made and shall be of seven(7) or fourteen (14) days or one (1), two (2) or three (3) months duration (aselected in the Drawdown Notice relating to that Advance) but so that:

### 3.2.1       if any Interest Periodwould otherwise overrun the Final Repayment Date, that Interest Period shallend on the Final Repayment Date;

### 3.2.2       if any Interest Periodwould otherwise overrun any Repayment Date other than the Final Repayment Dateand all or part of that part (which may be all) of the Credit or, as the casemay be, the Advance to which that Interest Period relates is to be repaid on thatRepayment Date pursuant to clause 4.1.1, that Interest Period shall end onthat Repayment Date; and

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### 3.2.3       if the last day of anInterest Period would otherwise fall on a day which is not a Banking Day, thelast day of that Interest Period shall instead fall on the next followingBanking Day unless that Banking Day falls in the next calendar month in whichcase it shall fall on the immediately preceding Banking Day.

## **3.3****          Default interest**

### 3.3.1       If any Borrower fails topay any amount payable by it under or pursuant to any provision of thisAgreement and the other Facility Documents (including, without limitation, anyamount payable pursuant to this clause 3.3) on its due date for payment,that Borrower shall, on demand by the Facility Agent, pay to the Facility Agentinterest on that amount from the due date to the date of actual payment (afteras well as before judgment) at (except to the extent expressly otherwiseprovided in this Agreement or the relevant Facility Document) the Default Rate.For the avoidance of doubt, a Borrower shall be deemed to have discharged itsobligation to pay any amount payable by it under or pursuant to any provisionof this Agreement and the other Facility Documents if and to the extent that iteffects payment to the Facility Agent in the manner required by clause 6.1 (andsuch payment is actually received by the Facility Agent in the account to whichsuch payment is, pursuant to clause 6.1, required to be effected).

### 3.3.2       Interest payable pursuantto clause 3.3.1 shall be due and payable on the last day of each period(which shall not exceed three (3) months) determined by the Facility Agent forthis purpose (and each such day shall, for the purposes of this Agreement, bean Interest Payment Date).

The Facility Agent shall notify the Bluewater Agent promptlyof the duration of each period and rate of interest determined by it under thisclause 3.3.

## **3.4****          Reference Bankquotations**

If LIBOR falls to be calculated pursuant toparagraph (b) of the definition of “LIBOR” and any Reference Bank isunable or otherwise fails to quote a rate for the purpose of calculating LIBOR,LIBOR shall be determined, subject to clause 3.5, on the basis of therates quoted by the other Reference Banks.

## **3.5****          Market disruption;non-availability**

### 3.5.1       If and whenever, at anytime prior to the commencement of any Interest Period:

#### (a)     the FacilityAgent shall have determined (which determination shall, in the absence ofmanifest error, be conclusive) that adequate and fair means do not exist forcalculating LIBOR in relation to that Interest Period; or

#### (b)    no offered ratefor deposits of the relevant currency is displayed as contemplated inparagraph (a) of the definition of “LIBOR” and none or only one of theReference Banks quotes a rate to the Facility Agent for the purpose ofcalculating LIBOR pursuant to paragraph (b) of the definition of “LIBOR”;or

#### (c)     the FacilityAgent shall have received notification from one or more Banks the aggregate ofwhose Contributions at that time exceeds thirty three point three three percent (33.33%) of the total of the Credit at that time (the “**affected Banks**”) that 

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#### deposits inDollars are not available to that Bank in the London Interbank Market in theordinary course of business in sufficient amounts to fund its Contribution forthat Interest Period or that the offered rate for deposits of the relevantcurrency displayed as contemplated in paragraph (a) of the definition of “LIBOR”or, as the case may be, the rates quoted by the Reference Banks for the purposeof calculating LIBOR pursuant to paragraph (b) of the definition of “LIBOR”do not accurately reflect the cost to that Bank of obtaining those deposits,

the Facility Agent shall forthwith give notice (a “**Determination Notice**”) thereof to the Bluewater Agent and toeach of the Banks.  Each DeterminationNotice shall contain particulars of the relevant circumstance giving rise toits issue.  After the giving of anyDetermination Notice (i) no Borrower shall be entitled to draw down any Advanceother than Roll Over Advances unless and until notice to the contrary is givento the Bluewater Agent by the Facility Agent, and (ii) clauses 3.1 and 3.2shall cease to apply and the rate of interest payable by the Borrowers and theinterest periods in relation thereto shall instead be determined in accordancewith clause 3.5.2.

### 3.5.2       During the period of ten(10) days after any Determination Notice has been given by the Facility Agentpursuant to clause 3.5.1, each affected Bank shall certify in good faithan alternative basis (the “**Substitute Basis**”)for maintaining its Contribution.  TheSubstitute Basis may (without limitation) include alternative interest periods,alternative currencies and/or alternative rates of interest and shall include amargin above the cost to that affected Bank of maintaining its Contributionequivalent to the Margin applicable at that time in relation to that affected Bank’sContribution and any Mandatory Cost applicable at that time in relation to thataffected Bank’s Contribution.  EachSubstitute Basis so certified shall be binding upon each of the Borrowers andshall take effect in accordance with its terms from the date on which thatDetermination Notice is given by the Facility Agent until, in relation to each affectedBank and its Contribution, the date on which that affected Bank notifies theFacility Agent and the Bluewater Agent that none of the circumstances specifiedin clause 3.5.1 continues to exist or, if later, the date on which thethen current interest period in relation to the Substitute Basis expires,whereupon clauses 3.1 and 3.2 shall once again apply.

## **3.6****          Margin**

The Margin applicable at any time and in relation toany amount shall be calculated as follows:

### 3.6.1       subject as hereinafterprovided in this clause 3.6, at any time when the Credit is less thanseventy five per cent. (75%) of the Facility Amount, the Margin shall be sixty(60) basis points per annum;

### 3.6.2       subject as hereinafterprovided in this clause 3.6, at any time when the Credit is equal to or exceedsseventy five per cent. (75%) of the Facility Amount, the Margin shall beseventy (70) basis points per annum; and

### 3.6.3       subject as otherwise providedin this clause 3.6, at any time when the Credit is equal to or exceeds eightyseven point five per cent. (87.5%) of the Facility Amount, the Margin shall beeighty five (85) basis points per annum.

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# **4****             Repayment,reduction rollover and acceleration**

### 4.1.1       Repayment

#### (a)     the Borrowers will repay eachAdvance on the last day of its Interest Period;

#### (b)    any amount of the Creditoutstanding on the Final Repayment Date shall be repaid on the Final RepaymentDate.

### 4.1.2       Reduction

on a Repayment Date the Facility Amount shall bereduced by the Reduction Amount applicable to such Repayment Date.

### 4.1.3       Roll-Over

#### (a)     This clause 4.1.3 applies ifany Advance is to be drawn by a Borrower on a day when another Advance drawn bythat Borrower is due to be repaid.

#### (b)    The maturing Advance will bedeemed to be repaid on the last day of its Interest Period, either in whole (ifthe new Advance is equal to or greater than the maturing Advance) or in part(if the new Advance is less than the maturing Advance).

#### (c)     To the extent that thematuring Advance is deemed to be repaid under paragraph (b) above, theprincipal amount of the new Advance will be deemed to be credited to theaccount of the Borrower which drew down such maturing Advance by the FacilityAgent on behalf of the Banks without any need for a Drawdown Notice to be givenby that Borrower.

#### (d)    If the new Advance is lessthan the maturing Advance, the Borrower which drew down the maturing Advancewill repay the difference.

#### (e)     If the new Advance is greaterthan the maturing Advance, the Banks will make the difference available to therelevant Borrower in accordance with the terms set out in clause 2.5.

#### (f)     Unless a contrary indicationappears in this Agreement, any part of the Facility Amount which is repaidpursuant to this clause 4.1 may be reborrowed in accordance with the terms ofthis Agreement.

## **4.2****          Allocation**

Subject to any express provision to the contrary inthe Deed of Proceeds and Priorities, all amounts received by the Facility Agentfrom or on behalf of the Borrowers or any of them prior to the occurrence of anEnforcement Event shall be applied upon receipt by the Facility Agent as follows:

### 4.2.1       first, in or towardspayment, on a pro-rata basis, of any unpaid fees and Losses in relation to oragainst which any of the Facility Agent, the Arranger and the Security 

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### Trustee isentitled to be paid, reimbursed or indemnified under or pursuant to anyFacility Document;

### 4.2.2       second, in or towardspayment to the Banks, on a pro-rata basis, of any unpaid Losses in relation toor against which the Banks (or any of them) are entitled to be paid, reimbursedor indemnified under or pursuant to any Facility Document and of any amount duebut unpaid under clauses 5.2, 5.3, 5.4, 6.7, 6.8, 11, 12 or 13 of thisAgreement;

### 4.2.3       third, in or towardspayment to the Banks, on a pro-rata basis, of any commitment commission payablepursuant to clause 5.1.2 which shall have become due but remains unpaid;

### 4.2.4       fourth, in or towardspayment to the Banks, on a pro-rata basis, of any interest payable pursuant toclause 3.1, clause 3.3 and/or clause 3.5.2 which shall havebecome due but remains unpaid;

### 4.2.5       fifth, in or towardsrepayment to the Banks, on a pro-rata basis, of the Credit which shall beapplied in or towards the discharge of all outstanding Advances in such orderof priority as the Bluewater Agent may from time to time elect by writtennotice to the Facility Agent (or, failing such election, as the Facility Agentmay in its absolute discretion determine);

### 4.2.6       sixth, in or towardspayment of any other amount which shall have become due to the FacilityBeneficiaries or any of them under or pursuant to any Facility Document butremains unpaid (and, if more than one such amount remains so unpaid, on apro-rata basis); and

### 4.2.7       lastly, the balance (ifany) shall be returned to the Borrower from or on behalf of whom it wasreceived.

Subject to any express provision to the contrary inthe Deed of Proceeds and Priorities, all amounts received by the Facility Agentfrom or on behalf of the Borrowers or any of them on or after the occurrence ofan Enforcement Event shall be applied in accordance with clause 9 of theDeed of Proceeds and Priorities.

## **4.3****          Acceleration Events**

There shall be an Acceleration Event if:

### 4.3.1       it is or becomes impossibleor illegal for any Borrower or any other Obligor to perform, satisfy ordischarge any of its material (in the opinion of the Facility Agent actingreasonably) obligations and liabilities under and pursuant to the FacilityDocuments, or for any Facility Beneficiary to exercise all or any of the materialpowers, remedies and rights vested in it, or otherwise available to it, underand pursuant to the Facility Documents; and/or

### 4.3.2       any consent, licence,approval or authorisation required for the validity, legality, enforceability,priority or admissibility in evidence of any Facility Document or for theperformance by the Borrowers and the other Obligors of their respectiveobligations thereunder (other than any which may be required in respect of anyFacility Beneficiary) 

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### has not been or is not duly obtained or madeor is withdrawn or ceases, for any reason, to be in full force and effect or isnot renewed when required and, in the opinion of the Facility Agent actingreasonably, the same constitutes a Material Adverse Effect; and/or

### 4.3.3       any Facility Documentceases to be in full force and effect (otherwise than in accordance with itsterms) or any of the rights, interests, powers and remedies of the Facility Beneficiariesunder and pursuant to the Facility Documents is or becomes invalid orunenforceable for any reason, or the Encumbrances constituted over the AssignedProperty and the Equipment by the Facility Documents, or the SecuredObligations, or any of them or any part thereof (i) are or become deemed underany applicable law discharged, varied or deferred, or (ii) lose any stated orapplicable priority, and either (A) the same constitutes a Material AdverseEffect, or (B) such alternative arrangements as the Facility Agent may requireshall not have been concluded within the period determined for that purpose bythe Facility Agent, acting reasonably; and/or

### 4.3.4       a Material Adverse Changeoccurs which is not remedied to the satisfaction of the Facility Agent (actingon the instructions of the Qualified Majority Banks, each acting reasonably)within thirty (30) Banking Days of its occurrence; and/or

### 4.3.5       the Facility Agent declaresan Acceleration Event pursuant to clause 2.7.7.

## **4.4****          Acceleration**

Subjectalways to clause 13.4, upon the occurrence of any Acceleration Event and at anytime thereafter, if any Acceleration Event is then continuing, the FacilityAgent may, and if so requested by the Qualified Majority Banks shall, bywritten notice to the Bluewater Agent:

### 4.4.1       declare that theobligations of the Banks to make any further Advance shall immediately cease,whereupon the same shall immediately cease and all of the Commitments of all ofthe Banks shall be reduced to zero forthwith; and/or

### 4.4.2       declare that the Creditshall become immediately repayable in full, whereupon the same shall becomeimmediately due and repayable, together with accrued interest and commitmentcommission and all other amounts expressed to be due and payable under andpursuant to the Facility Documents.

Any suchwritten notice may be revoked, in whole or in part, by the Facility Agent onthe instructions of the Qualified Majority Banks and, if so revoked, therelevant foregoing provisions of this clause 4.4 shall, upon and inaccordance with the terms of such revocation, cease to apply, but withoutprejudice to the rights of the Facility Agent to issue further written noticespursuant to and in accordance with this clause 4.4.

# **5****             Fees,commitment commission and losses**

## **5.1****          Fees and commitmentcommission**

### 5.1.1       The Borrowers shall pay to:

#### (a)     the Facility Agent for theaccount of the Facility Agent, on each anniversary of the date of this Agreement,an agency fee in the amount agreed between the 

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#### Bluewater Agent and the Facility Agent in aletter dated on or about the date hereof relating thereto;

#### (b)    the Facility Agent for theaccount of the Arranger and the Banks, on or prior to the Closing Date, fees inthe amounts agreed between the Bluewater Agent and the Arranger in a letterdated on or about the date hereof relating thereto.

### 5.1.2       The Borrowers shall pay tothe Facility Agent for the account of each Bank (for so long as such Bank’sCommitment has not been reduced to zero), on the date falling three (3) monthsafter the date of this Agreement and on each date falling three (3) monthsthereafter up to and including the first such date falling after the date onwhich all of the Commitments of all the Banks are reduced to zero, commitmentcommission computed from the date of this Agreement on the daily undrawn amountof each Bank’s Commitment at the rate which is forty per cent (40%) of theapplicable Margin at such time.

Thecommitment commission referred to in this clause 5.1.2 shall be payable bythe Borrowers to the Facility Agent whether or not any Advance is ever made.

## **5.2****          Losses**

TheBorrowers shall pay to the Facility Agent, on a full indemnity basis, on demandby the Facility Agent, all Losses (which shall be supported by appropriatewritten invoices or other evidence):

### 5.2.1       paid, suffered or incurredby the Facility Agent, the Security Trustee and the Arranger or any of them inconnection with the negotiation, preparation, execution, completion and, whererelevant, registration of the Facility Documents (subject to any agreed caps) andof any amendment of, or the granting of any waiver or consent under or pursuantto, any Facility Document, together with interest on those Losses, if the relevantLosses are not paid by the Borrowers or any of them within five (5) BankingDays of the date of demand by the Facility Agent, at the Default Rate from thedate of demand by the Facility Agent to the date of payment (after as well asbefore judgment); and

### 5.2.2       paid, suffered or incurredby the Facility Agent, the Security Trustee, the Arranger and the Banks or anyof them in connection with the exercise, enforcement or preservation of all orany rights, interests, powers and remedies of any Facility Beneficiary underany of the Facility Documents, or otherwise in connection with any monies owingunder or pursuant to the Facility Documents, the Assigned Property, theEquipment and the Secured Obligations or any of them or any part thereof,together with interest on those Losses (i) (if the relevant Losses are paid bythe Borrowers or any of them within five (5) Banking Days of the date of demandby the Facility Agent) at the rate of interest then applicable pursuant toclause 3.1, or (ii) (in all other circumstances) at the Default Rate, ineach case, from the date of demand by the Facility Agent to the date of payment(after as well as before judgment).

## **5.3****          Value added tax**

Allamounts payable pursuant to this clause 5 or pursuant to clause 12.1shall be paid together with any Value Added Tax (if any) properly chargeablethereon.

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## **5.4****          Stamp and other duties**

TheBorrowers shall pay all stamp, documentary, registration or other like Taxes(including any Taxes payable by any Facility Beneficiary) imposed on or inconnection with the Facility Documents and the Assigned Documents or any ofthem and shall indemnify each of the Facility Beneficiaries against any Lossespaid, suffered or incurred by any of them by reason of any delay or omission bythe Borrowers to pay such duties or Taxes.

# **6****             Paymentsand taxes; accounts and calculations**

## **6.1****          No set-off orcounterclaim; distribution to the Banks**

EachBorrower acknowledges that each Bank will, in performing its obligations underthis Agreement, be incurring liabilities to third parties, such liabilitiescorresponding to the liabilities of the Borrowers to the Banks, and that it isreasonable for the Banks to be entitled to receive payments from the Borrowersgross on the due date in order that the Banks are put in a position todischarge their corresponding liabilities to those third parties.  Accordingly all amounts payable by theBorrowers (or any of them) under or pursuant to the Facility Documents shall bemade in full, without any set-off or counterclaim whatsoever, and, subject asprovided in clause 6.7, free and clear of any deduction or withholding, inDollars (except for Losses which shall be payable in the currency in which theyare incurred) on the due date to the Facility Agent Account or to such otheraccount of the Facility Agent as the Facility Agent may from time to timespecify for this purpose.  Save asotherwise provided by any Facility Document, each payment relating to theCredit shall be for the account of all of the Banks and the Facility Agent shallforthwith distribute each such payment in like funds as are received by theFacility Agent to the Banks rateably in accordance with their respectiveCommitments or Contributions as the case may be.

## **6.2****          Payments by the Banks**

Allamounts to be advanced by the Banks to the Borrowers or any of them under thisAgreement shall be remitted in Dollars on the date specified in the relevantDrawdown Notice to such account of the Facility Agent as the Facility Agent mayfrom time to time notify the Banks and shall be paid by the Facility Agent onthe same date in like funds as are received by the Facility Agent to theaccount specified in that Drawdown Notice.

## **6.3****          Facility Agent mayassume receipt**

If andwhenever any amount is to be paid under or pursuant to any Facility Document tothe Facility Agent for the account of another person, the Facility Agent mayassume that that amount will be paid when due and the Facility Agent may (butshall not be obliged to) make that amount available to the person for whoseaccount it is to be paid.  If that amountis not paid to the Facility Agent when due, the person to whom that amount wasso made available shall on request refund that amount to the Facility Agenttogether with interest thereon sufficient to compensate the Facility Agent forthe cost of making available that amount up to the date of such refund and theperson by whom that amount was payable shall indemnify each of the FacilityAgent and the person to whom that amount was made available by the FacilityAgent against all Losses paid, suffered or 

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incurredby the Facility Agent or that person as a consequence of that amount not havingbeen paid when due.

## **6.4****          Non-Banking Days**

If anyamount payable under any Facility Document would otherwise be due on a daywhich is not a Banking Day, the due date for payment shall be extended to thenext following Banking Day unless that Banking Day falls in the next calendarmonth in which case the due date for payment shall be the immediately precedingBanking Day.

## **6.5****          Calculations**

Allinterest and other payments of an annual nature (including, without limitation,commitment commission payable pursuant to clause 5.1.2) under or pursuantto the Facility Documents shall accrue from day to day and be calculated on thebasis of actual days elapsed and a three hundred and sixty (360) day year.

## **6.6****          Statements of accountconclusive**

Anycertificate or determination of any Facility Beneficiary as to any amountpayable by the Borrowers or any of them under or pursuant to this Agreement orany other Facility Document shall be *primafacie*evidence of that amount.

## **6.7****          Grossing up**

### 6.7.1       If at any time any Borroweris required to make any deduction or withholding in respect of Taxes from anyamount payable to any Facility Beneficiary (or if the Facility Agent or theSecurity Trustee is required to make any such deduction or withholding from anyamount payable to any other Facility Beneficiary), the amount payable by thatBorrower shall be increased to the extent necessary to ensure that, after themaking of that deduction or withholding, that Facility Beneficiary receives onthe due date for payment of that amount (and retains, free from any liabilityin respect of that deduction or withholding) a net amount equal to the amountwhich it would have received had no such deduction or withholding been requiredto be made and the Borrowers shall indemnify that Facility Beneficiary, ondemand by that Facility Beneficiary, against all Losses suffered, incurred orpaid by it by reason of any failure of that Borrower to make any such deductionor withholding or by reason of any increased amount not being paid on the duedate.  Each Borrower shall promptlydeliver to the relevant Facility Beneficiary all receipts, certificates andother proof evidencing the amounts (if any) paid or payable in respect of anydeduction or withholding as aforesaid.

### 6.7.2       No Borrower shall berequired to make any increased payment under clause 6.7.1 if, on the date onwhich the amount from which the relevant deduction or withholding was made felldue, the payment could have been made to the relevant Facility Beneficiarywithout a deduction or withholding if it was a Qualifying Bank, but on thatdate that Facility Beneficiary is not, or has ceased to be, a Qualifying Bank,other than as a result of any change after the date it became a FacilityBeneficiary under this Agreement in (or in the interpretation, administrationor application of) any law or any published practice or concession of anyrelevant taxing authority.

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### 6.7.3       A Facility Beneficiarymaking or intending to make a claim under clause 6.7.1 shall promptly notifythe Facility Agent of the event which will give, or has given, rise to theclaim, following which the Facility Agent shall notify the Bluewater Agent.

## **6.8****          Indemnity payments**

If any amount payable by the Borrowers (or any ofthem) to any Facility Beneficiary under or pursuant to the Facility Documentsby way of an indemnity or reimbursement of any Losses (including, withoutlimitation, any amount payable pursuant to clause 13) proves to beinsufficient, as a result of Taxation thereon, to indemnify or reimburse infull that Facility Beneficiary for the Losses incurred by it on an after-Taxbasis (after taking into account any deduction, credit or other relief obtainedby that Facility Beneficiary in respect of those Losses), the Borrowers willpay to the Facility Agent within five (5) Banking Days of demand, for theaccount of that Facility Beneficiary, an additional amount equal to the amountwhich (after taking into account any Taxation thereon) shall indemnify orreimburse in full that Facility Beneficiary for those Losses on such after-Taxbasis.

## **6.9****          Claw-back of Tax benefit**

If, following any deduction orwithholding referred to in clause 6.7 or any Taxation referred to inclause 6.8, the relevant Facility Beneficiary shall receive or be granteda credit against or remission for Taxes payable by it, that FacilityBeneficiary shall, subject to the relevant Borrower or Borrowers having paidthe relevant increased or additional amount in accordance with clause 6.7or clause 6.8 and to the extent that that Facility Beneficiary can do sowithout prejudicing the retention of the amount of that credit or remission andwithout prejudice to the rights of that Facility Beneficiary to obtain anyother relief or allowance which may be available to it, reimburse to thatBorrower or Borrowers such amount as that Facility Beneficiary shall in itsabsolute discretion certify to be the proportion of that credit or remission aswill leave that Facility Beneficiary (after that reimbursement) in no betterand no worse position than it would have been in had there been no suchdeduction or withholding or Taxation. Such reimbursement shall be made forthwith upon that FacilityBeneficiary certifying that that credit or remission has been received byit.  Nothing contained in this Agreementshall oblige any Facility Beneficiary to rearrange its tax affairs or todisclose any information regarding its tax affairs and computations.  Without prejudice to the generality of theforegoing, no Borrower shall, by virtue of this clause 6.9, be entitled toenquire about the tax affairs of any Facility Beneficiary.  PROVIDED THAT if any Borrower requests inwriting that any Facility Beneficiary make an application for relief (whetherin whole or in part) in respect of any deduction or withholding required by lawpursuant to the provisions of a double tax treaty, that Facility Beneficiaryshall (at the cost of the Borrowers) take such action as that Borrower shallreasonably request to make that application to the applicable Taxauthority.  If that Facility Beneficiarysubsequently obtains a repayment (whether in whole or in part) of thatdeduction or withholding from that Tax authority in circumstances where thatBorrower has paid the relevant increased amount in accordance with clause 6.7or clause 6.8, that Facility Beneficiary shall, provided that thatFacility Beneficiary has received all amounts which are then due and payable bythat Borrower under the provisions of this Agreement and the other FacilityDocuments, pay to that Borrower such amount as will leave that FacilityBeneficiary in no better and in no worse position than it would have been inhad there been no such deduction or withholding.

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## **6.10****       Loan account**

Each Bank shall maintain an account or accountsevidencing the amounts from time to time lent by, owing to and paid to it underand pursuant to the Facility Documents. The Facility Agent shall maintain a control account showing the Credit andother amounts from time to time owing or paid by the Borrowers under andpursuant to the Facility Documents.  Thecontrol account shall be *prima facie*evidence of the amount of the Credit from time to time and the other amountsfrom time to time owing and paid by the Borrowers under and pursuant to theFacility Documents.

# **7****             Representationsand warranties**

## 7.1          Each of the Borrowersrepresents and warrants to each Facility Beneficiary that:

### 7.1.1       due incorporation

it is duly incorporated and validly existing in goodstanding under the laws under which it was incorporated as a limited liabilitycompany and has power to carry on its business as it is now being conducted andto own its property and other assets;

### 7.1.2       corporate power

it has power to execute, deliver and enter into, andperform its obligations under, this Agreement, each other Facility Document towhich it is, or is to be, a party and each of the Assigned Documents to whichit is, or is to be, a party, and all necessary corporate, shareholder and otheraction has been taken to authorise such execution, delivery, entry into andperformance and no limitation on its powers will be exceeded as a result ofsuch execution, delivery, entry into and performance;

### 7.1.3       binding obligations

subject to any applicable Reservations, thisAgreement, each other Facility Document to which it is, or is to be, a partyand each of the Assigned Documents to which it is, or is to be, a partyconstitutes or will, when executed, constitute its valid and legally bindingobligations enforceable in accordance with their respective terms;

### 7.1.4       no conflict with otherobligations

its execution, delivery and entry into of, and theperformance of its obligations under, and the compliance by it with theprovisions of, this Agreement, each other Facility Document to which it is, oris to be, a party and each of the Assigned Documents to which it is, or is tobe, a party has not and will not (i) subject to any applicableReservations, contravene in any material respect any existing applicable law,statute, rule or regulation, or any judgment, decree or permit, to which it issubject, (ii) conflict with, or result in any breach of any of the termsof, or constitute a default under, any agreement or other instrument to whichit is a party or is subject or by which it or any of its assets is bound, whichconflict, breach or default would constitute a Material Adverse Effect (iii) contraveneor conflict with any provision of its Constitutive Documents, or(iv) result in, or oblige it or any of its Related Companies to create,any Encumbrance (other than a Permitted Encumbrance) over or in relation to anyof its assets or any of the assets of its Related Companies;

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### 7.1.5        no Insolvency Event

no Insolvency Event (or other event or circumstancewhich, with the giving of notice, lapse of time or the satisfaction of anyother condition (or any combination thereof), would, or might reasonably beexpected to, constitute, or result in, an Insolvency Event) has occurred inrelation to it or any other Obligor (or, after the Implementation Date, AureliaHolding) or any of its or their respective assets;

### 7.1.6        no filings

subject as hereinafter provided, it is not necessaryto ensure the legality, validity, enforceability, priority or admissibility inevidence of this Agreement, any other Facility Document to which it is, or isto be, a party or any of the Assigned Documents to which it is, or is to be, aparty that they or any other instrument be notarised, consularised orlegalised, or filed, recorded, registered or enrolled, in any court, publicoffice or elsewhere in any Relevant Jurisdiction or that any stamp,registration or similar tax or charge be paid in any Relevant Jurisdiction onor in relation to any of this Agreement, those Facility Documents and thoseAssigned Documents and this Agreement, each such Facility Document and eachsuch Assigned Document is in proper form for its enforcement in the courts ofeach Relevant Jurisdiction; the matters to which the foregoing representationsand warranties are subject are (A) the registration of certain of the FacilityDocuments with the Registrar of Companies pursuant to Section 395 of theCompanies Act 1985, (B) the registration of each of the Mortgages with TheNetherlands Antilles Office of the Registrar of Mortgages and Ship Documents,(C) the deregistration by The Netherlands Antilles Office of the Registrar ofMortgages and Ship Documents of those mortgages which are, at the date hereof,registered with The Netherlands Antilles Office of the Registrar of Mortgagesand Ship Documents in respect of each Vessel, (D) the registration and stampduties payable in The Netherlands Antilles in respect of the Mortgages and anyother Facility Document or Assigned Document which is executed in TheNetherlands Antilles or is presented before the Courts of The NetherlandsAntilles in accordance with The Netherlands Antilles Stamp Regulation andRegistration Regulation, (E) the filings required to be made pursuant to theMaltese Companies Act, 1995 in relation to the BOPS Share Pledge, and (F)giving notice to the Dutch Central Bank (De Nederlandsche Bank) pursuant to theDutch Exemption Regulation;

### 7.1.7        choice of law

subject to any applicable Reservations, the choice ofthe laws of England and Wales to govern those of the Facility Documents towhich it is, or is to be, a party which are expressed to be governed by thelaws of England and Wales and the submission by it under those Facility Documentsto the jurisdiction of the English courts are each valid and binding;

### 7.1.8        no immunity

subject to any applicable Reservations, neither it norany of its assets is entitled to immunity on the grounds of sovereignty orotherwise from any legal action or proceeding (which shall include, withoutlimitation, suit, attachment prior to judgement, execution or otherenforcement);

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### 7.1.9        consents

each consent, authorisation, licence and approval of,and every registration with and declaration to, any Government Entity requiredby it to authorise, or otherwise in connection with, the execution, delivery,entry into, validity, enforceability, priority or admissibility in evidence of,or the performance by it of its obligations under, this Agreement, each other FacilityDocument to which it is, or is to be, a party and each of the AssignedDocuments to which it is, or is to be, a party has been obtained or made and isin full force and effect and there has been no default in the observance of theconditions and restrictions (if any) imposed in, or in connection with, any ofthe same which constitutes a Material Adverse Effect;

### 7.1.10      parent company

as at Closing, it will be an Owned and ControlledSubsidiary of Aurelia Energy;

### 7.1.11      pari passu

its obligations under this Agreement and each otherFacility Document to which it is, or is to be, a party are its direct, generaland unconditional obligations and rank at least pari passu with all its otherpresent and future unsecured and unsubordinated Indebtedness with the exceptionof any Indebtedness the obligations in respect of which are mandatorilypreferred by law and not by contract;

### 7.1.12      information

all information, exhibits and reports furnished by itto all or any of the Facility Beneficiaries in connection with the InformationMemorandum and/or the negotiation, preparation and completion of the FacilityDocuments and the transactions thereby contemplated is true, complete andaccurate in all material respects, is not misleading and does not omit materialfacts, all reasonable enquiries have been made to verify the facts, statements,opinions and assumptions contained therein, all opinions and assumptionscontained therein have been made in good faith and on a reasonable basis, andthere is no other information, exhibits, reports or facts the omission of whichwould make any fact, statement, opinion or assumption therein misleading orwhich is otherwise relevant (as determined by it, acting reasonably) to theFacility Documents and the transactions thereby contemplated;

### 7.1.13      accounts and financial statements correct andcomplete

the financial statements of Aurelia Energy mostrecently delivered to the Facility Agent have been properly prepared andpresent fairly and accurately the financial position of it as at the date ofthose financial statements and the results of its operations for the financialyear to which those financial statements relate and, as at that date, it had nomaterial liabilities (contingent or otherwise) or unrealised or anticipatedlosses which are not disclosed by, or reserved against or provided for in,those financial statements;

### 7.1.14      copies true and complete

the copies of each Facility Document to which it is,or is to be, a party and each of the Assigned Documents to which it is, or isto be, a party delivered or to be delivered to the 

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Facility Agent and/or the Security Trustee are, orwill when delivered be, true and complete copies of those Facility Documentsand those Assigned Documents and there have been, or will when delivered havebeen, no amendments thereto nor any breach or default thereunder which, in thecase of the Assigned Documents only, constitutes a Material Adverse Effect;

### 7.1.15      Equipment documents

there are no material contracts, agreements orarrangements between any Bluewater Group Member and any other person relatingto or in connection with the Equipment other than those which constituteAssigned Documents or Economic Documents;

### 7.1.16      organisation chart

at Closing, the organisation chart and table set outin Parts 1 and 2, respectively, of Schedule 12 will be true, complete andaccurate in all material respects, and shows the following information:

#### (a)     each Bluewater Group Member,including its current name and company registration number, its jurisdiction ofincorporation and/or establishment, and whether a company is not a company withlimited liability; and

#### (b)    all minority interests in any BluewaterGroup Member.

### 7.2           Each of the Borrowers further represents andwarrants to each Facility Beneficiary that:

### 7.2.1        no litigation

no litigation, arbitration or administrativeproceeding is taking place, pending or, to the knowledge of any of itsofficers, threatened against it or any of the other Obligors or after theImplementation Date, Aurelia Holding which constitutes a Material AdverseEffect;

### 7.2.2        no default under other Financial Indebtedness

none of it, any of the other Bluewater Group Members,Aurelia Energy or (after the Implementation Date) Aurelia Holding is (nor wouldit or any of them, with the giving of notice, lapse of time, determination ofmateriality or the satisfaction of any other condition (or any combinationthereof), be) in breach of or in default under any agreement relating to FinancialIndebtedness to which it or any of them is a party or by which it or any ofthem, or any of its or their respective assets, is bound if the relevant FinancialIndebtedness is in an amount in excess of ten million Dollars ($10,000,000) or,when aggregated with any other Financial Indebtedness in relation to which anyof the events referred to in the foregoing provisions of this clause 7.2.2has occurred, is of an amount in excess of forty million Dollars ($40,000,000)(or, in each case, the equivalent thereof in any other currency);

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### 7.2.3        material adverse change

there has been no Material Adverse Change from thefinancial condition set forth in the financial statements referred to inclause 7.1.13 since the date on which those financial statements wereprepared;

### 7.2.4        no withholding Taxes

no Taxes are imposed by withholding or otherwise onany amount payable by it under or pursuant to this Agreement, each otherFacility Document to which it is, or is to be, a party and each of the AssignedDocuments to which it is, or is to be, a party (or any of them) or are imposedon or by virtue of its entry into, execution and delivery of, and theperformance of its obligations under, this Agreement, those Facility Documentsand those Assigned Documents (or any of them) or any other deed, document,agreement or other instrument to be executed or delivered by it under orpursuant to any of the foregoing which constitutes a Material Adverse Effect;

### 7.2.5        freedom from Encumbrances

it is the legal and beneficial owner of the AssignedProperty of it and, with effect from Closing, neither that Assigned Property,nor any part thereof, will be subject to any Encumbrance (other than PermittedEncumbrances); and

### 7.2.6        environmental matters

except as may already have been disclosed by it inwriting to the Facility Agent and (having made due enquiry) to the best of theknowledge and belief of it and its officers:

(a)        all Environmental Lawsapplicable to the Relevant Equipment have been complied with and all consents,licences and approvals required under such Environmental Laws have been obtainedand complied with in all material respects;

(b)       no Environmental Claim hasbeen made or threatened or is pending against it, any member of the Bluewater Group,Aurelia Energy or any Relevant Equipment which has not been fully satisfied;and

(c)        there has been noEnvironmental Incident,

except to the extent that all actual and potentialclaims arising out of the relevant non-compliance, Environmental Claim orEnvironmental Incident, either alone or when aggregated with all other suchactual and potential claims against any Bluewater Group Member, Aurelia Energyand/or any Relevant Equipment, are of an amount of less than ten millionDollars ($10,000,000) (or the equivalent thereof in any other currency).

### 7.3           Subject to clause 7.4, on and as of the datehereof, the date of each Drawdown Notice, the date of each Advance and (exceptin relation to the representations and warranties in clause 7.2) eachInterest Payment Date, each Borrower shall make or, as the case may be, shallbe deemed to repeat the representations and warranties made by it inclauses 7.1 and 7.2 (other than 7.1.5, 7.1.6, 7.1.12, 7.2.1, 7.2.2, 7.2.4and 7.2.5), as the case may be, as if made with reference to the facts and circumstancesexisting on that date.

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## 7.4          If, prior to the dateany representation or warranty (“**RepeatingRepresentation**”) is made or deemed to be repeated after the DrawdownDate pursuant to clause 7.3, the Bluewater Agent has informed the FacilityAgent in writing that any Repeating Representation is no longer correct or accurateand the Facility Agent (acting on the instructions of the Majority Banks actingreasonably) agrees on or prior to the date falling ten (10) Banking Days afterthe date the Facility Agent receives that information that the relevantRepeating Representation should be varied to the extent necessary so that therelevant incorrectness or inaccuracy shall not constitute a breach of thatRepeating Representation, as and from the date of such agreement no breach ofthat Repeating Representation shall occur, provided however, for the avoidanceof doubt, that this clause 7.4 shall not apply to any representation orwarranty made or deemed to be made on the date of this Agreement or on the dateof the first Drawdown Notice as a consequence of a breach of such representationor warranty made or deemed to be made on the date of this Agreement or the dateof the first Drawdown Notice, as the case may be.

## 7.5          If the Facility Agentfails to respond within ten (10) Banking Days of the date of it receiving thewritten information from the Bluewater Agent referred to in clause 7.4, theBanks shall be deemed to have agreed, as of the eleventh (11th) Banking Dayfalling after the date of receipt referred to above, that the relevantRepeating Representation should be varied to the extent necessary so that therelevant incorrectness or inaccuracy shall not constitute a breach of thatRepeating Representation.

# **8****             Covenants**

## 8.1          Each of the Borrowerscovenants to each Facility Beneficiary that it will:

### 8.1.1       information

forthwithupon becoming aware of it inform the Facility Agent of (a) the occurrence ofany Insolvency Event (or any other event or circumstance which, with the givingof notice, lapse of time or satisfaction of any other condition (or anycombination thereof), would, or might reasonably be expected to, constitute, orresult in, an Insolvency Event) in relation to any Obligor or (after theImplementation Date) Aurelia Holding, (b) any Default, any Environmental Claim,any litigation, arbitration or administrative proceeding of the nature referredto in clause 7.2.1, (c) any Material Adverse Change, (d) the incurring byany Bluewater Group Member or Aurelia Energy of any Permitted Indebtednesswhich, either alone or when aggregated with all such other Permitted Indebtednesspreviously incurred, exceeds twenty million Dollars ($20,000,000), (e) thetotal projected Project Costs (including, for the avoidance of doubt, anyProject Costs actually expended prior to the relevant time) of the EttrickProject or, as the case may be, any Unit Project having increased by an amountof more than fifteen million Dollars ($15,000,000) over and above the ProjectCosts specified in the Initial Budget or, as the case may be, the Forecast relatingto that project most recently delivered to the Facility Agent at the relevanttime, (f) if at any time any amount in excess of five million Dollars($5,000,000) payable under or pursuant to any Contract has not been paid by theField Operator who is a party to that Contract for a period in excess of thirty(30) days after the due date (including any applicable grace period), thatnon-payment and of the reason for such non-payment, (g) any material breach ordefault under any Assigned Document, and (h) the occurrence of theImplementation Date;

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### 8.1.2       confirmation

if and whenever reasonably requested by the FacilityAgent, confirm to the Facility Agent in writing that no Insolvency Event (orother event or circumstance which, with the giving of notice, lapse of time orsatisfaction of any other condition (or any combination thereof), would, ormight reasonably be expected to, constitute, or result in, an Insolvency Event)in relation to any Obligor or (after the Implementation Date) Aurelia Holding, noDefault, no Environmental Claim, no Material Adverse Change and no materialdivergence from any Initial Budget has occurred and is continuing;

### 8.1.3       consents and licences

obtain or cause to be obtained or made, maintain infull force and effect and comply in all material respects with the conditionsand restrictions (if any) imposed in, or in connection with, each consent,authorisation, licence and approval of, and each registration with anddeclaration to, any Government Entity and do, or cause to be done, all otheracts and things which may from time to time be necessary under applicable lawfor the continued due performance, satisfaction and discharge by it of all itsobligations and liabilities under and pursuant to (a) this Agreement, eachother Facility Document to which it is, or is to be, a party and (b) in allmaterial respects, each of the Assigned Documents to which it is, or is to be,a party;

### 8.1.4       pari passu

ensure that its obligations under this Agreement andeach other Facility Document to which it is, or is to be, a party are andremain at all times its direct, general and unconditional obligations and rankand continue to rank at least pari passu with all its other present and futureunsecured and unsubordinated Indebtedness with the exception of anyIndebtedness the obligations in respect of which are mandatorily preferred bylaw and not by contract;

### 8.1.5       financial statements

properly prepare or cause to be properly preparedfinancial statements of Aurelia Energy in respect of each financial year, andwill deliver as many copies of those financial statements as the Facility Agentmay reasonably request to the Facility Agent as soon as practicable but in anyevent not later than one hundred and twenty (120) days after the end of thefinancial period to which they relate;

### 8.1.6       delivery of reports

deliver to the Facility Agent as many copies as theFacility Agent may reasonably request of each report, circular, notice andsimilar document issued by that Borrower to its creditors generally at the sametime at which the same is so issued by it to its creditors generally;

### 8.1.7       provision of furtherinformation

without prejudice to its other covenants under thisclause 8.1, provide to the Facility Agent such information concerning it, thefinancial condition, operations and assets of

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it, the other Obligors and (after the ImplementationDate) Aurelia Holding, as the Facility Agent may from time to time reasonablyrequest;

### 8.1.8       Notes

without prejudice to its other covenants under thisclause 8.1, provide to the Facility Agent copies of all notices issued orreceived by it under or pursuant to the documentation relating to the Notes;

### 8.1.9       performance of obligations

pay, repay, perform, satisfy and discharge when dueall obligations and liabilities (including, without limitation, obligations andliabilities relating to Taxes and Indebtedness) incurred, assumed or undertakenby it to or in favour of any person unless the relevant obligation or liabilityis being contested in good faith by appropriate proceedings (and for thepayment of which adequate reserves have been provided) and those proceedings donot involve any likelihood of the arrest, sale, forfeiture or loss of, or ofany interest in, the Equipment or any part thereof or the Assigned Property orany part thereof;

### 8.1.10     applicable law

comply with all national, international and statelaws, rules, regulations, treaties and conventions, and all consents,authorisations, licences and approvals of any Government Entity having theforce of law or, if not having the force of law, being of a type with whichreputable owners or operators of equipment such as the Equipment customarilycomply, applicable to it or to any of its assets;

### 8.1.11     binding obligations

procure that this Agreement, each other FacilityDocument to which it is, or is to be, a party and each of the AssignedDocuments to which it is, or is to be, a party (subject to any applicableReservations) constitute and will at all times constitute and continue toconstitute its valid and legally binding obligations enforceable in accordancewith their respective terms;

### 8.1.12     corporate existence

maintain in good standing its corporate existence as alimited liability company under the laws under which it was incorporated;

### 8.1.13     filings

procure that, if it is or becomes necessary to ensurethe legality, validity, enforceability, priority or admissibility in evidenceof this Agreement, any other Facility Document to which it is, or is to be, aparty or any of the Assigned Documents to which it is, or is to be, a partythat they or any other instrument be notarised, consularised or legalised, orfiled, recorded, registered or enrolled in any court, public office orelsewhere in any Relevant Jurisdiction, or that any stamp, registration orsimilar tax or charge be paid in any Relevant Jurisdiction on or in relation toany of the foregoing, such notarisation, 

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consularisation, legalisation, filing, recording,registration or enrolling, or such stamp, registration or similar tax orcharge, is effected or, as the case may be, paid;

### 8.1.14     business

maintain the Core Business as its core business andensure that the non-current assets employed by the Bluewater Group and AureliaEnergy in the Core Business shall at all times represent at least seventy fiveper cent (75%) of the non-current assets of the Bluewater Group and AureliaEnergy, as evidenced by the most recent consolidated financial statements ofAurelia Energy;

### 8.1.15     business interruptioninsurance

procurethat, if at any time the Obligors shall receive earnings for the provision ofservices in respect of three (3) or less complete FPSOs, the Obligors (unlessotherwise agreed by the Majority Banks) shall effect and maintain businessinterruption insurance (satisfactory to the Facility Agent, acting reasonably)in an amount of not less than sixty thousand Dollars ($60,000) per day perVessel, subject to a maximum total amount of ten million Dollars ($10,000,000)per incident for such sums and on such terms (after application of an excess ofninety (90) days or such other reasonable excess period as may be agreed by theSecurity Trustee (with the consent of, and after consultation with, the MajorityBanks)), having regard to the terms of the Assigned Documents and what isobtainable in the then current insurance market in relation to business interruptioninsurance in respect of the same risks as those which are covered by theInsurances which are required to be effected pursuant to clause 10.1.1(a) ofthe General Assignment;

### 8.1.16     Bluewater Finance

procurethat Bluewater Finance will not (a) undertake, or be otherwise involved in, anybusiness whatsoever, (b) undertake, assume or incur any obligation or liabilitywhatsoever, (c) acquire any assets whatsoever, or (d) enter into any deed,document, agreement, instrument, contract or other arrangement whatsoever, ineach case, other than as required for the purposes of the Notes, and inaccordance with the terms of the Indenture;

### 8.1.17     financial model

deliver,or procure that there is delivered, to the Facility Agent an updated version ofthe Financial Model on each anniversary of this Agreement and wheneverrequested by the Facility Agent, acting reasonably;

### 8.1.18     construction contracts

forthwithupon becoming aware of it, inform the Facility Agent of the execution of any contractrelating to Construction having a value or cost in excess of fifty million Dollars($50,000,000) entered into by any Bluewater Group Member;

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### 8.1.19     Owners and Operators

procurethat no person other than a Bluewater Group Member at any time during theFacility Security Period becomes either an Owner or Operator and that prior toany Bluewater Group Member which previously was not an Owner or Operator becomingan Owner or, as the case may be, an Operator, the requirements of clause 21.9are satisfied in full;

### 8.1.20     Netting Arrangements

procurethat at all times during the Facility Security Period the Netting Arrangementsdo not permit the netting or set-off against any Assigned Account of any amountowing to the Account Bank by any person which is not a Borrower or Guarantor orany negative balance on any account of any person which is not a Borrower orGuarantor;

### 8.1.21     Forecasts and ProjectExpenditure Certificates

during any Construction Period relating to the EttrickProject or any Unit Project, (i) at the end of each quarter during thatConstruction Period, (ii) promptly after any time the forecast Project Cost ofthe Ettrick Project or, as the case may be, any Unit Project increases by morethan fifteen million Dollars ($15,000,000) over the amount of that Project Costanticipated in the Forecast most recently previously delivered to the FacilityAgent relating to the relevant project, and (iii) promptly as soon as theprovisions of clause 2.6.2 become applicable to the Ettrick Project or any UnitProject, deliver, or procure that there is delivered, to the Facility Agent:

#### (a)     a Forecast; and

#### (b)    a Project ExpenditureCertificate,

in each case relating to the relevant project andupdated from the date the list thereof was previously delivered to the FacilityAgent and in the circumstances referred to in sub-paragraph (iii) thereaftercontinue to promptly provide such updated Forecasts and Project ExpenditureCertificates in relation to the relevant project as may be reasonably requestedby the Facility Agent from time to time;

### 8.1.22     Excluded Subsidiaries

procure that, simultaneously with any company beingremoved from Schedule 11 by the operation of paragraph 2 of that Schedule, thatcompany shall become an Additional Guarantor and that the obligations andrequirements of clause 8.3.2(a) shall be satisfied and fulfilled in relation tothat company; and

### 8.1.23     money laundering

in relation to the borrowing of the Advances, theperformance and discharge of its obligations and liabilities under this CreditAgreement or any of the Facility Documents to which it is a party and thetransactions and other arrangements effected or contemplated by this CreditAgreement or any of the Facility Documents to which it is a party, act for itsown account and the foregoing will not involve or lead to a contravention ofany law, official requirement or other regulatory measure or procedure whichhas been implemented to combat “money laundering” (as defined in Article 1 ofthe Directive (91/308/EEC) of the Council of the European Communities).

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## 8.2          Each of the Borrowerscovenants to each Facility Beneficiary that, no later than the date fallingthirty (30) days after the Closing Date and thereafter at all times during theFacility Security Period, Acceptable Hedging Arrangements will be in place.

## 8.3          Each of the Borrowerscovenants to each Facility Beneficiary that it will not:

### 8.3.1       no merger or transfer

merge or consolidate with, or transfer all of itsassets to, any person unless:

#### (a)     the merged entity ortransferee is (i) another Obligor or (ii) (in the opinion of theMajority Banks acting reasonably) another person of at least the samecreditworthiness as the relevant Borrower; and

#### (b)    the merged entity ortransferee expressly and unconditionally assumes (in a manner and on termsacceptable to the Majority Banks acting reasonably) all obligations andliabilities of the relevant Borrower under and pursuant to each of theTransaction Documents,

and each of the Banks agrees that it will promptlyconsider any matter notified to it in relation to which its opinion ordetermination is required pursuant to this clause 8.3.1 and/or clause 7.3.1 ofthe Facility Guarantee;

### 8.3.2       Subsidiaries

create or acquire any Subsidiary (other than, in thecase of any acquisition, another Obligor) unless:

#### (a)     if that Subsidiary is not anExcluded Subsidiary or at any time after its creation or acquisition ceases tobe an Excluded Subsidiary;

##### (i)         upon its creation oracquisition or, as the case may be, upon it ceasing to be an ExcludedSubsidiary, the provisions of clauses 19.7.3 and 19.7.4 in relation to thatSubsidiary are fulfilled, that Subsidiary enters into a Guarantee AccessionDeed (and provides all of the documents and other evidence listed in clause 4of the Guarantee Accession Deed), a DPP Supplemental Deed and such otherdocuments as the Facility Agent (acting reasonably) may require; and

##### (ii)     the Facility Agent receivesan opinion of independent counsel in the jurisdiction in which the Subsidiaryis (or, as the case may be, is to be) incorporated and (if different) thejurisdiction in which it has (or, as the case may be, is to have) its principalplace of business in a form and on terms in all respects satisfactory to theMajority Banks (which shall include an opinion confirming the effectiveness ofthe terms of the subordination under the Notes), or

#### (b)    such Subsidiary is an ExcludedSubsidiary; or

#### (c)     the Facility Agent (acting onthe instructions of the Majority Banks) otherwise gives its prior writtenconsent;

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### 8.3.3       disposals

dispose of any of its assets in or over which anyFacility Beneficiary holds any Security or which is the subject of any SecurityDocument, whether by one or a series of transactions, related or not, unlessthe provisions of clause 2.7.3(b) are complied with and provided however thatsuch disposal shall not result in fewer than four (4) Vessels being subject tosecurity in favour or for the benefit of the Facility Beneficiaries, or

### 8.3.4       negative pledge

create or permit to subsist any Encumbrance (otherthan Permitted Encumbrances) over, or attempt, purport or agree to any of thesame, all or any part of its assets in or over which any Beneficiary holds any Securityor which is the subject of any Security Document; or

### 8.3.5       Indebtedness

incur, assume or undertake any Indebtedness other thanPermitted Indebtedness; or

### 8.3.6       Leases and Contracts

enter into any New Contract in relation to anyAssigned Document after the date of this Agreement, unless the Facility Agenthas first confirmed (acting on the instructions of the Majority Banks, acting reasonably)that the counterparty thereto and the form and substance thereof is acceptableto the Facility Agent; or

### 8.3.7       applicable law

not use the proceeds of any Advance for an illegalpurpose or otherwise not in compliance with any applicable law.

## 8.4          Each of the Borrowerscovenants to each Facility Beneficiary in the terms of clause 6 of theGeneral Assignment as if the provisions of that clause were set out infull, mutatis mutandis, in this Agreement, but subject always to clause 6.2of the General Assignment.

# **9****             Conditions**

## **9.1****          Documents and evidence**

### 9.1.1       The obligations of theFacility Beneficiaries under and pursuant to this Agreement are subject to thecondition that the Facility Agent, or its duly authorised representative, shallhave received, not later than Closing, the documents and evidence specified inPart 1 of schedule 3, in form and substance satisfactory to each of the FacilityBeneficiaries.

### 9.1.2       The obligations of theBanks to make available to any Borrower any Further Advance are subject to theconditions that:

#### (a)     the Facility Agent, or itsduly authorised representative, shall have received, on or prior to the datefalling five (5) Banking Days before the date on which that 

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#### Further Advance is to be made (as specifiedin the relevant Drawdown Notice), the documents and evidence specified in Part2 of schedule 3, in form and substance satisfactory to the Facility Agent;and

#### (b)    in the case of any FurtherAdvance to be drawn or applied by any Borrower for the purpose of financing allor any part of the Project Cost, the Facility Agent, or its duly authorisedrepresentative, shall have received on or prior to the date falling five (5)Banking Days before the date on which that Further Advance is to be made (asspecified in the relevant Drawdown Notice), the documents and evidencespecified in Part 3 of schedule 3, in form and substance satisfactory tothe Facility Agent.

Notwithstanding anything to the contrary in thisclause 9 or in schedule 3, receipt of fax and/or electronic copies of thedocuments and evidence referred to in the foregoing provisions of this clause9.1 shall be deemed to be satisfactory to the Facility Beneficiaries, unlessthe Facility Agent (acting reasonably) specifies to the contrary.

## **9.2****          General conditions precedent**

The obligations of the Banks to make available to theBorrowers (or any of them) any Advance (other than a Roll Over Advance) aresubject to the further conditions that, at the time at which the DrawdownNotice relating to that Advance is given, and at the time at which that Advanceis made:

### 9.2.1       each of the representationsand warranties in clauses 7.1 and 7.2 is true and correct as if made withrespect to the facts and circumstances existing at that time;

### 9.2.2       no Default shall haveoccurred and be continuing unremedied or unwaived or would result from themaking of that Advance;

### 9.2.3       unless the relevantDrawdown Notice is for an Advance which a Borrower is entitled, pursuant toclause 2.6.2(b), to draw, no Determination Period shall have commenced and becontinuing; and

### 9.2.4       unless the relevantDrawdown Notice is for an Advance which a Borrower is entitled, pursuant toclause 2.7.7(c), to draw, no Cessation Period shall have commenced and becontinuing.

## **9.3****          Waiver of conditionsprecedent**

The conditions specified in this clause 9 areinserted solely for the benefit of the Facility Beneficiaries and may be waivedon their behalf in whole or in part and with or without conditions by theFacility Agent acting on the unanimous instructions of the Banks and, in thecase of the conditions specified in clause 9.1.2, in respect of any one ormore Advances without prejudicing the requirement for fulfilment of thoseconditions in respect of any other Advance (unless waived in whole or in partand with or without conditions by the Facility Agent acting on the unanimousinstructions of the Banks).

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## **9.4****          Further conditionsprecedent**

If requested by the Facility Agent (acting reasonably,but so that the Facility Agent shall be deemed to be acting reasonably if it isinstructed by the Majority Banks so to request) no later than five (5) BankingDays prior to the date thereof, the Borrowers shall, not later than two (2)Banking Days prior to the date on which an Advance is to be made (as specifiedin the Drawdown Notice relating to that Advance) or an Interest Payment Date,deliver to the Facility Agent such certificates and/or opinions as to all orany of the matters which are the subject of clauses 7, 8, 9 and 10 as theFacility Agent may so request, provided that (i) any such request shall be madeby the Facility Agent as soon as practicable, and (ii) for the purposes of thisclause 9.4, each of the Banks agrees to act reasonably in determiningwhether to give instructions to the Facility Agent to request any such certificatesand/or opinions.

# **10****           Events of Default**

## **10.1****       Events**

There shall be an Event of Default if:

### 10.1.1     Non-Payment: anyObligor fails to pay any amount expressed to be payable by it to any FacilityBeneficiary under or pursuant to any Facility Document at the time, in thecurrency and in the manner stipulated in that Facility Document and such amountremains unpaid for five (5) Banking Days after the due date (and, for thepurpose of this clause 10.1.1, in relation to amounts payable on demandthe period of five (5) Banking Days referred to above shall commence at the endof the second Banking Day following the date of the relevant demand); or

### 10.1.2     Breach of obligationsrelating to other business, financial condition, the Assigned Accounts and theInsurances: any Obligor commits any breach of or omits to observe any ofthe covenants, obligations and stipulations under and pursuant to clauses8.1.19, 8.1.20 or 21.9 of this Agreement, clauses 7.1.18 to and including7.1.22 of the Facility Guarantee, clause 6 of any Account Charge, clause 10 ofthe General Assignment, but (without prejudice to the other provisions ofclause 10 of the General Assignment and clauses 10.1.3 and 10.1.4)excluding any failure by any Obligor to comply with the seven (7), five (5) andthree (3) Banking Day time periods referred to in clause 10.5 of theGeneral Assignment and further excluding any failure by any Obligor to complywith clauses 10.10, 10.11 and 10.12 of the General Assignment; or

### 10.1.3     Non-renewal of Insurances:any Obligor shall fail to effect the renewal of any of the Insurances inrelation to any Equipment by the date falling five (5) days prior to the expirythereof;

### 10.1.4     Breach of otherobligations: any Obligor commits any breach of or omits to observe any ofthe covenants, obligations, undertakings and stipulations under and pursuant tothe Facility Documents (other than those referred to in clauses 10.1.1, 10.1.2and 10.1.3 but including, for the avoidance of doubt, those referred to in theexclusions to clause 10.1.2) and, in respect of any such breach oromission which in the opinion of the Facility Agent is capable of remedy, or,if not capable of remedy, the consequences of which are in the opinion of theFacility Agent capable of remedy, such action as the Facility Agent may (and,if so instructed by the Majority Banks, shall) require shall not 

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### have been taken within thirty (30) days ofthe Facility Agent notifying that Obligor of that breach or omission and ofsuch required action; or

### 10.1.5     Misrepresentation: anyrepresentation or warranty made or deemed to be made (or, as the case may be,repeated) by any Obligor in the Facility Documents or in any notice,certificate or statement referred to in or delivered under or pursuant to theFacility Documents is or proves to have been incorrect or misleading in anymaterial respect; or

### 10.1.6     Legal process: anyjudgment or order in an amount in excess of ten million Dollars ($10,000,000)(or its equivalent in any other currency) made against any Obligor or (after theImplementation Date) Aurelia Holding is not stayed or complied with within ten(10) Banking Days (or such longer period as that judgment or order may allowfor payment), or, if and for so long as the continued existence of thatjudgment or order does not have and might reasonably be expected not to have amaterial adverse effect on the rights or interests of the Facility Beneficiaries(or any of them), such longer period permitted by the appeal or contestprocedure applicable to that judgment or order in the jurisdiction in which itwas made, or a creditor attaches or takes possession of, or a distress,execution, sequestration or other process is levied or enforced upon or suedout against, any of the assets of any Obligor or (after the Implementation Date)Aurelia Holding in relation to any Indebtedness in an amount in excess of tenmillion Dollars ($10,000,000) (or its equivalent in any other currency) and isnot discharged within ten (10) Banking Days; or

### 10.1.7     Insolvency: anyInsolvency Event occurs in relation to any Obligor or (after the ImplementationDate) Aurelia Holding unless, in relation to any petition or step referred toin paragraph (b) of the definition of “Insolvency Event”, that petition orstep is being contested in good faith by that Obligor or, as the case may be,Aurelia Holding and provided that, in the case of Bluewater Energy and/or BOPS,an Insolvency Event which occurs solely as a consequence of the liquidation ofBluewater Energy and/or BOPS as contemplated in clause 7.2 of the FacilityGuarantee shall not constitute an Event of Default if and so long as all therequirements of clause 7.2 of the Facility Guarantee have been satisfied; or

### 10.1.8     Cessation of business:any Obligor suspends or ceases or threatens to suspend or cease to carry on itsbusiness and such suspension or cessation (actual or threatened) constitutes,in the opinion of the Majority Banks, a Material Adverse Effect; or

### 10.1.9     Repudiation: anyObligor repudiates any Facility Document or does or causes or permits to bedone any act or thing evidencing an intention to repudiate any FacilityDocument; or

### 10.1.10   Encumbrances enforceable:any Encumbrance (other than Permitted Encumbrances) in respect of, or otherwisein connection with, the Equipment or the Assigned Property or any part thereofis or becomes enforceable; or

### 10.1.11   Financial Indebtedness:  (i) any Financial Indebtedness of any BluewaterGroup Member or Aurelia Energy (other than Financial Indebtedness of that BluewaterGroup Member or, as the case may be, Aurelia Energy in respect of which theperson to whom that Financial Indebtedness is owed, due or payable has norecourse to the assets of any Bluewater Group Member or Aurelia Energy) is notpaid when due (after the expiry of 

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### any applicable grace period), or (ii) anyFinancial Indebtedness of any Bluewater Group Member or Aurelia Energy becomes(whether by declaration or automatically in accordance with the terms of therelevant agreement, document or instrument constituting or evidencing the same)due and payable prior to the date when it would otherwise have become due as aresult of an event of default (however described), or (iii) any creditor of anyBluewater Group Member or Aurelia Energy becomes entitled to declare anyFinancial Indebtedness of any Bluewater Group Member or Aurelia Energy due andpayable prior to the date when it would otherwise have become due as a resultof an event of default (however described), or (iv) any facility or commitmentavailable to any Bluewater Group Member or Aurelia Energy relating to anyFinancial Indebtedness of any Bluewater Group Member or, as the case may be,Aurelia Energy is withdrawn, suspended or cancelled, in each case, by reason ofany event of default (howsoever described) of any Bluewater Group Member or, asthe case may be, Aurelia Energy in each case, if the relevant FinancialIndebtedness is of an amount in excess of ten million Dollars ($10,000,000) or,when aggregated with any other Financial Indebtedness in relation to which anyof the events referred to in the foregoing provisions of this clause 10.1.11has occurred, is of an amount in excess of forty million Dollars ($40,000,000)(or the equivalent thereof in any other currency);

Provided however that, in the case of paragraphs (ii),(iii) and (iv), if the occurrence of the circumstances referred to therein and/orthe validity of any notice given by any third party on the basis of thosecircumstances are being contested in good faith and by appropriate proceedingswhich have the effect of staying the applicable obligation to pay and anyEncumbrance securing the same, no Event of Default shall be deemed to haveoccurred for so long as that contest is being pursued and the applicable obligationto pay is stayed; or

### 10.1.12   Assigned Documents: anyparty to the Assigned Documents commits any breach of or omits to observe anyof the covenants, obligations, undertakings and stipulations under and pursuantto the Assigned Documents to which it is a party and such breach or omission constitutesa Material Adverse Effect; or

### 10.1.13   Litigation: anylitigation, arbitration or administrative proceeding is commenced or threatenedagainst any Obligor or (after the Implementation Date) Aurelia Holding which constitutesa Material Adverse Effect; or

### 10.1.14   Cost Over-Run: theFacility Agent declares an Event of Default pursuant to clause 2.6.2(a);or

### 10.1.15   Aurelia Holding: at anytime during the Facility Security Period either before or after theImplementation Date, a Default (as defined in the letter agreement dated on orabout the date hereof and made between Aurelia Holding and the Facility Agentand referring to this Agreement) shall occur.

### 10.1.16   Technical Concerns: ifevidence has not been delivered to the Facility Agent on or prior to the datefalling sixty (60) days after the date any concern referred to below is firstraised by a Tehnical Consultant demonstrating, to the satisfaction of theFacilty Agent acting on the instructions of the Majority Banks, that any concernsraised by any Technical Consultant (i) with respect to any material technicalmatters relating to the 

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### Ettrick Project or any Unit Project, or (ii)that any Cost Over-Run may occur have, in each case, been resolved.

## **10.2****       Acceleration**

Upon the occurrence of any Event of Default and at anytime thereafter, if any Event of Default is then continuing, the Facility Agentmay, and if so requested by the Qualified Majority Banks shall, withoutprejudice to any other power, right or remedy of the Facility Beneficiaries, bywritten notice to the Borrowers:

### 10.2.1     declare that the obligationsof the Banks to make any further Advance shall immediately cease, whereupon thesame shall immediately cease and all of the Commitments of all of the Banksshall be reduced to zero forthwith; and/or

### 10.2.2     declare that the Credit atthat time shall become immediately repayable in full, whereupon the same shallbecome immediately due and repayable, together with accrued interest andcommitment commission and all other amounts expressed to be due and payable underand pursuant to the Facility Documents.

Any suchwritten notice may be revoked, in whole or in part, by the Facility Agent onthe instructions of the Qualified Majority Banks and, if so revoked, therelevant foregoing provisions of this clause 10.2 shall, upon and inaccordance with the terms of such revocation, cease to apply, but withoutprejudice to the rights of the Facility Agent to issue further written noticespursuant to and in accordance with this clause 10.2.

## **10.3****       Acceleration Notice**

The FacilityAgent agrees that it will not at any time issue any Acceleration Notice if theterms of the Facility Documents do not give the Facility Agent any right to doso at that time, unless (but without excluding or limiting the right of anyperson to bring a claim against any Bank for breach of its obligation in thenext sentence) the Qualified Majority Banks require the Facility Agent to doso.  Each of the Banks agrees that itwill not at any time instruct the Facility Agent to issue any AccelerationNotice if the terms of the Facility Documents (other than the first sentence ofthis clause 10.3) do not give the Facility Agent any right to do so at thattime.

# **11****           Indemnities**

## **11.1****       Miscellaneous indemnities**

The Borrowers shall on demand indemnify each Facility Beneficiary,without prejudice to any of their other rights, powers and remedies under andpursuant to the Facility Documents, against all and any Losses (excluding lossof profit in respect of clauses 11.1.1, 11.1.2 and 11.1.5 but including, in thecase of clauses 11.1.3, 11.1.4 and 11.1.6, loss of Margin calculated byreference to the Interest Period or, as the case may be, Interest Periodsduring which the relevant circumstance or event occurred and including, withoutlimitation, Break Costs and all and any Losses paid, suffered or incurred byany Bank in maintaining or funding its Contribution or any part thereof or inliquidating or re-employing deposits from third parties acquired or contractedfor to fund, effect or maintain its Contribution or any part thereof or anyother amount owing to that Bank) 

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which that Facility Beneficiary shall certify as paid,suffered or incurred by it as a consequence of:

### 11.1.1     any default by any Obligor inthe payment when due of any amount payable under or pursuant to the FacilityDocuments;

### 11.1.2     the occurrence of any otherFacility Event;

### 11.1.3     any repayment or prepaymentpursuant to any of clauses 2.6, 2.7, 4.4, 10.2 and 13.1 or otherwise beingmade otherwise than on an Interest Payment Date in relation to the part of theCredit or, as the case may be, Advance repaid or prepaid;

### 11.1.4     any Interest Period whichwould not otherwise have ended on a Repayment Date ending on a Repayment Datepursuant to clause 3.2;

### 11.1.5     any transfer by any Bank,pursuant to 13.4, of its rights and obligations under this Agreement; or

### 11.1.6     any Advance not being made byreason of any default by any Obligor on the date specified in the DrawdownNotice relating to that Advance.

## **11.2****       Currency indemnity**

If any amount due from anyBorrower to any Facility Beneficiary under or pursuant to this Agreement or anyother Facility Document or any order or judgment given or made in relationhereto has to be converted from the currency (the “**firstcurrency**”) in which the same is payable under or pursuant to thisAgreement, that Facility Document or that order or judgment into anothercurrency (the “**second currency**”) for the purposeof (a) making or filing a claim or proof against that Borrower,(b) obtaining an order or judgment in any court or other tribunal, or(c) enforcing any order or judgment given or made in relation to thisAgreement or any other Facility Document, that Borrower shall indemnify andhold harmless that Facility Beneficiary, on demand, from and against any andall Losses suffered, incurred or paid by that Facility Beneficiary as a resultof any difference between (i) the rate or rates of exchange used toconvert for such purpose the amount in question from the first currency intothe second currency, and (ii) the rate or rates of exchange at which thatFacility Beneficiary may in the ordinary course of business purchase the firstcurrency with the second currency upon receipt of an amount paid to it insatisfaction, in whole or in part, of any such order, judgment, claim or proof. Any amount due from any Borrower underthis clause 11.2 shall be due as a separate debt and shall not be affectedby any order or judgment and the term “**rate of exchange**”includes any premia and costs of exchange payable in connection with thepurchase of the first currency with the second currency.

# **12****           Furtherindemnity**

The Borrowers covenant to indemnify each FacilityBeneficiary on demand against all Losses which may now or hereafter besuffered, incurred or paid by that FacilityBeneficiary, or by any manager, agent, officer or employee for whoseliability, act or omission that FacilityBeneficiary may be legally obliged to indemnify, in respect of, orotherwise in connection with, anything done or omitted in the exercise orpurported 

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exercise of that FacilityBeneficiary’s powers, rights and remedies under and pursuant to thisAgreement and the other Facility Documents or otherwise in connection with theSecured Obligations, the Equipment and the Assigned Property or any of them orany part thereof or the security created by and under the Facility Documents orotherwise howsoever in connection with any of the matters dealt with in theFacility Documents including, without limitation, the matters referred to inclause 22.16 of this Agreement and the matters referred to in clause 6.16of the Deed of Proceeds and Priorities (and, for the avoidance of doubt, allLosses suffered, incurred or paid by any Facility Beneficiary as a result ofits obligations and liabilities thereunder), together with interest on thoseLosses (i) (if the relevant Losses are paid by the Borrowers or any of themwithin five (5) Banking Days of the date (the “**due date**”) of demand by the Facility Agent) at the rate ofinterest applicable at that time to that amount pursuant to clause 3.1, or(ii) (in all other circumstances) at the Default Rate, in each case, from the duedate to the date of payment (after as well as before judgment).

# **13****           Unlawfulness,increased costs, mitigation**

## **13.1****       Unlawfulness**

If it is or becomes contrary to any law or regulationfor any Bank to contribute to the Advances (or any of them) or to maintain itsCommitment or maintain or fund its Contribution, that Bank shall promptlythrough the Facility Agent give notice thereof to the Bluewater Agent whereupon(a) that Bank’s Commitment shall forthwith be reduced to zero, and (b) theBorrowers shall prepay the Contribution of that Bank either (i) forthwith,or (ii) on a future date specified by that Bank (through the FacilityAgent) which shall not be later than the latest date permitted by the relevantlaw or regulation, together with accrued interest and commitment commission andall other amounts expressed to be due and payable by the Borrowers (or any ofthem) to that Bank under and pursuant to the Facility Documents.

## **13.2****       Increased costs**

### 13.2.1     Subject to clause 13.3 theBorrowers shall, within five (5) Banking Days of a demand by the FacilityAgent, pay for the account of a Facility Beneficiary the amount of anyIncreased Costs incurred by that Facility Beneficiary or any of its RelatedCompanies as a result of (i) the introduction of or any change in (or in theinterpretation, administration or application of) any law or regulation or (ii)compliance with any law or regulation made after the date of this Agreement.

### 13.2.2     In this Agreement “**Increased Costs**” means:

#### (a)     a reduction in the rate ofreturn from an Advance or on a Facility Beneficiary’s (or any of its Related Company’s)overall capital;

#### (b)    an additional or increasedcost;

#### (c)     a reduction of any amount dueand payable under any Facility Document, or

#### (d)    a change which subjects anyFacility Beneficiary to Taxes or changes the basis of Taxation of any FacilityBeneficiary with respect to any amount payable to that 

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#### Facility Beneficiary under or pursuant to anyFacility Document (other than Taxes or Taxation on the overall net income,profits or gains of that Facility Beneficiary imposed in the jurisdiction inwhich its principal office or its lending office under this Agreement islocated),

which is incurred or suffered by a Facility Beneficiaryor any of its Related Companies to the extent that it is attributable to thatFacility Beneficiary having entered into its Commitment or funding orperforming its obligations under any Facility Document.

### 13.2.3     Any Facility Beneficiaryintending to make a claim pursuant to clause 13.2.1 shall notify the FacilityAgent of the event giving rise to the claim, following which the Facility Agentshall promptly notify the Bluewater Agent.

### 13.2.4     Each Facility Beneficiaryshall, as soon as practicable after a demand by the Facility Agent, provide acertificate confirming the amount of its Increased Costs.

## **13.3****       Exceptions**

Nothing in clause 13.2 shall entitle any Bank tocompensation for any increased cost, reduction, payment, foregone return orloss to the extent that the same (a) is the subject of an additional paymentunder clause 6.7 orclause 6.8 (or would have been thesubject of an additional payment but for an exclusion thereto), or (b) iscompensated for by the payment of the Mandatory Cost, or (c) arises as aconsequence of the wilful breach by the relevant Facility Beneficiary or its RelatedCompanies of any law or regulation, or (d) arises as a consequence of or isattributable to the implementation or application of or compliance with the “InternationalConvergence of Capital Measurement and Capital Standards, a Revised Framework”published by the Basel Committee on Banking Supervision in June 2004 in theform existing on the date of this Agreement (“**Basel II**”)or any other law or regulation which implements Basel II (whether suchimplementation, application or compliance is by a government, regulator, FacilityBeneficiary or any of its Related Companies) unless, for the avoidance ofdoubt, it arises as a consequence of any change in, or in the interpretation orapplication of Basel II (or any law or regulation implementing the same)occurring after the date hereof, or (e) is attributable to a decline in thecredit rating of the Facility Beneficiary or any of its Related Companies, or(f) is imposed on the Facility Beneficiary or any of its Related Companies as aresult of operational risk not related to the transactions contemplated by theFacility Documents.

## **13.4****       Mitigation**

If, in respect of any Facility Beneficiary, circumstancesarise which would, or would upon the giving of notice, result in:

### 13.4.1     any Borrower being requiredto make an increased payment pursuant to clause 6.7;

### 13.4.2     the reduction of that FacilityBeneficiary’s Commitment to zero or the Borrowers being required to prepay thatFacility Beneficiary’s Contribution pursuant to clause 13.1; or

### 13.4.3     the Borrowers being requiredto pay an amount to that Facility Beneficiary to compensate that FacilityBeneficiary and/or any of its Related Companies for any reduction in rate ofreturn, additional or increased cost, reduction in amount or liability to Taxespursuant to clause 13.2,

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### 13.4.4     or, generally, circumstancesarise which would, or would upon the giving of notice, result in the operationof clauses 4.3.1, 4.3.2 or 4.3.3, then, without in any way prejudicing,limiting, discharging, delaying, reducing or affecting the obligations of theBorrowers under clauses 4, 6 and 13, that Facility Beneficiary (or, in thecase of the operation of clauses 4.3.1, 4.3.2 or 4.3.3, all of the Banks)shall, in consultation with the Facility Agent and the Bluewater Agent (and, inthe case of the operation of clauses 4.3.1, 4.3.2 or 4.3.3, when requested todo so by the Bluewater Agent), endeavour to take such reasonable steps as maybe open to it (and, in the case of the operation of clauses 4.3.1, 4.3.2 or 4.3.3,requested by the Bluewater Agent) to mitigate or remove such circumstances,including (without limitation, but not in the case of the operation of clause 4.3.1)the transfer of its rights and obligations under this Agreement to another bankor financial institution acceptable to the Borrowers unless to do so would (inthe opinion of that Facility Beneficiary) be prejudicial to that FacilityBeneficiary or be in conflict with that Facility Beneficiary’s general bankingpolicies or involve that Facility Beneficiary in material expense or an ongoingincreased administrative burden. Provided that any consultation and/ormitigation pursuant to this clause 13.4 which arises as a result of theoperation of clauses 4.3.1, 4.3.2 or 4.3.3, shall not extend beyond the datefalling on the earlier of (a) twenty (20) Banking Days after the date on whichthe Bluewater Agent first notifies the Facility Beneficiaries (via the FacilityAgent) or (if earlier) the date on which the Facility Agent first notifies theBluewater Agent of the relevant circumstance, and (b) the date on which theFacility Agent (acting on the instructions of the Majority Banks) notifies theBluewater Agent that any further delay in the exercise of the rights underclause 4.4 will or might reasonably be expected to have a material adverseeffect on the rights, interests, powers and remedies of the Facility Beneficiariesor any of them.

# **14****           Pro-ratapayments**

## **14.1****       Pro-rata payments**

If at any time the proportion which any Bank (the “**Recovering Bank**”) has received or recovered (other than froma Transferee or a sub-participant in that Bank’s Contribution) in respect ofits share of any amount paid for the account of the Recovering Bank and one ormore other Banks under or pursuant to any Facility Document exceeds theproportion of the share of that amount received or recovered by the Bankreceiving or recovering the smallest or no proportion of its share of thatamount (the amount of that excess being referred to in this clause 14.1 asthe “**excess amount**”), then:

### 14.1.1     within two (2) Banking Daysof that receipt or recovery, the Recovering Bank shall pay to the FacilityAgent an amount equal (or equivalent) to the excess amount;

### 14.1.2     the Facility Agent shalltreat that amount so paid to it as if it were part of the amount paid by theBorrowers or, as the case may be, the relevant Obligor and shall distributethat amount in accordance with the last sentence of clause 6.1; and

### 14.1.3     as between the Borrowers or,as the case may be, the relevant Obligor, on the one hand, and the RecoveringBank, on the other hand, the excess amount shall be treated as not having beenpaid.

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Each Bank shall forthwith notify the Facility Agent ofany such receipt or recovery by that Bank other than by payment through theFacility Agent.  If the Recovering Bankis subsequently required to refund in whole or in part the excess amount, eachBank to which any part of the amount referred to in clause 14.1.1 wasdistributed pursuant to clause 14.1.2 shall, at the request of the RecoveringBank, repay to the Recovering Bank that Bank’s pro-rata share of the amountwhich the Recovering Bank is required to refund.  Each Bank shall supply to the Facility Agentsuch information as the Facility Agent may from time to time request for thepurpose of this clause 14.1. Notwithstanding the foregoing provisions of this clause 14.1, noRecovering Bank shall be obliged to pay to the Facility Agent any part of anyamount which it receives or recovers pursuant to any legal action or proceedingtaken by it to recover any amount due to it under or pursuant to any FacilityDocument if and to the extent that that amount would be distributed by theFacility Agent, pursuant to clause 14.1.2, to any Bank which has a legal rightto, but does not, either join in such legal action or proceeding or commenceand diligently pursue a separate legal action or proceeding in the same oranother court (unless the legal action or proceeding taken by the RecoveringBank is taken without prior notice thereof having been given through theFacility Agent to that other Bank).

## **14.2****       No release**

For the avoidance of doubt, any failure by any RecoveringBank to comply with the provisions of clause 14.1 shall not release anyother Recovering Bank from any of its obligations and liabilities underclause 14.1.

## **14.3****       No charge**

The provisions of this clause 14 shall not, andshall not be construed so as to, constitute a charge by any Bank over all orany part of any amount received or recovered by it in the circumstancesreferred to in clause 14.1.

# **15****           TechnicalConsultant and FPSO Valuer**

## **15.1****       Technical Consultant**

During any Construction Period, the TechnicalConsultant in relation to the Ettrick Project or, as the case may be, therelevant Unit Project, shall, and the Bluewater Agent shall provide allnecessary co-operation and assistance or, as the case may be, procure that thesame is provided to enable that Technical Consultant to:

### 15.1.1     from time to time, meet withthe management team of the Bluewater Group, and review all such documentationrelating to the Construction of the Ettrick Project or, as the case may be, therelevant Unit Project, as that Technical Consultant shall deem appropriate, ineach case so as to enable that Technical Consultant to be satisfied, actingreasonably, that the relevant Construction is proceeding in a satisfactorymanner;

### 15.1.2     report quarterly (or with such other frequency asmay be agreed between the Technical Consultant and the Facility Agent (eachacting reasonably) after good faith consultation with the Bluewater Agent)) inwriting to the Facility Agent on the progress of the 

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### relevant Construction and the TechnicalConsultant’s review of any Forecast delivered to the Facility Agent prior tothe date of such report;

### 15.1.3     at any time the Fair MarketValue of the Ettrick Project or any Unit Project falls to be determinedpursuant to clause 15.2, determine the percentage of the work required tosuccessfully complete that Construction which at that time has been performed.

### 15.1.4     from time to time, notify theFacility Agent if and whenever that Technical Consultant has any materialconcerns in relation to potential Cost Over-Runs in relation to the relevantConstruction, and

### 15.1.5     accurately measure anymaterial divergence from any Initial Budget,

and (i)the Facility Agent shall, promptly following the receipt by it of any report ornotification referred to in clauses 15.1.2 and 15.1.4, forward a copy of thatreport to, or, as the case may be, notify, each of the Banks, and (ii) each ofthe Borrowers covenants to each of the Facility Beneficiaries that it willpromptly and adequately address each and every material concern referred to inclause 15.1.4.

## **15.2****       FPSO Valuer**

### 15.2.1     Each FPSO Valuer shall, andthe Bluewater Agent shall provide all necessary co-operation and assistance or,as the case may be, procure that the same is provided to enable each FPSOValuer to:

#### (a)     prior to the Closing Date andon each anniversary of the Closing Date which falls during the FacilitySecurity Period (unless waived by the Majority Banks); and

#### (b)    if and whenever (i) anyDefault has occurred and is continuing, or (ii) any Contract is terminated forconvenience prior to its scheduled termination, or (iii) pursuant to the termsof the Facility Documents any proceeds, or other moneys payable under, theInsurances are or have been applied in accordance with clause 4.2 (but not, forthe avoidance of doubt if such proceeds or other moneys are used or being used torepair the relevant Equipment), and the Facility Agent so requests,

produceand submit to the Facility Agent and the Bluewater Agent a valuation of theFair Market Value of, in the circumstances referred to sub-paragraph (b) (i), eachitem of Equipment or, in the circumstances referred to in sub-paragraphs (b)(ii) and (iii), the relevant item of Equipment, in each case as at the relevanttime, Provided however that if at the relevant time the Ettrick Project or any UnitProject is under Construction, each FPSO Valuer shall produce and submit to theFacility Agent and the Bluewater Agent a valuation of the Fair Market Value ofthe relevant Vessel assuming the Construction (as contemplated by the InitialBudget relating thereto) had been successfully completed.  The cost of any valuation referred to in thisclause 15.2.1 shall be borne by the Borrowers.

### 15.2.2     The Bluewater Agent shall, promptly following thereceipt by it of any valuations referred to in clause 15.2.1, calculate, inrespect of each relevant item of Equipment, the Fair Market Value of that itemof Equipment and certify the same to the Facility Agent, including reasonabledetails of the calculation thereof.  TheFacility Agent shall 

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### promptly forward a copy of that certificate toeach of the Banks.  For the purposes ofthe Facility Documents, the Fair Market Value of:

#### (a)     any item of Equipment otherthan the Ettrick Project or any Unit Project which at the relevant time is underConstruction, shall be the average of the Fair Market Values of that item ofEquipment produced by each FPSO Valuer, and

#### (b)    the Ettrick Project or anyUnit Project that at the relevant time is under Construction, shall be theaverage of the amounts resulting from the following equation, using the FairMarket Values produced by each FPSO Valuer;

FMV = A x X%

where:

A      equals the Fair Market Valuereferred to in the proviso to clause 15.2.1; and

X%   equals the percentage of the Constructionwork successfully completed, as confirmed by the Technical Consultant.

# **16****           Transferand lending office**

## **16.1****       Benefit and burden**

This Agreement shall be binding upon each Borrower andthe Bluewater Agent and their respective successors in title, and shall enurefor the benefit of each of the Facility Beneficiaries and each of theirrespective successors in title.  EachBorrower and the Bluewater Agent expresslyacknowledges and accepts the provisions of clause 16.4 and agrees thateach Transferee shall be entitled to the benefit of this Agreement and theobligations and liabilities of each Borrower under and pursuant to thisAgreement, and the powers, rights and remedies of the Banks and the FacilityBeneficiaries under and pursuant to this Agreement, as if that Transferee hadoriginally been a party to this Agreement as a Bank. In addition, each Borrowerand the Bluewater Agent expresslyagrees that (i) each person who shall for the time being act as facility agentpursuant to clause 22 shall be entitled to the benefit of this Agreementand the obligations and liabilities of each Borrower under and pursuant to thisAgreement, and the powers, rights and remedies of the Facility Agent and theFacility Beneficiaries under and pursuant to this Agreement, as if that personhad originally been a party to this Agreement as the Facility Agent, and (ii) eachperson who shall for the time being act as security trustee pursuant toclause 6 of the Deed of Proceeds and Priorities shall be entitled to thebenefit of this Agreement and the obligations and liabilities of each Borrowerunder and pursuant to this Agreement, and the powers, rights and remedies ofthe Security Trustee and the Facility Beneficiaries under and pursuant to thisAgreement, as if that person had originally been a party to this Agreement asthe Security Trustee.

## **16.2****       Disclosure of information**

### 16.2.1     Any of the Facility Beneficiaries may disclose toany of its Subsidiaries or Affiliates and to any prospective Transferee, or toany other person who may propose entering into contractual arrangements withthat Facility Beneficiary in relation to the Equipment, the Assigned Propertyor any part thereof and/or the Facility Documents (including any 

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### person to whom a Facility Beneficiary wishesto grant a sub-participation under clause 16.8), such information concerningthe Obligors or any of them as that Facility Beneficiary may deem appropriateif that Facility Beneficiary first (except in the case of any disclosure to anysuch Subsidiary or Affiliate) obtains the consent of the Bluewater Agent (whichconsent shall not be unreasonably withheld or delayed).

### 16.2.2     No disclosure of informationmay be made under clause 16.2.1 (or otherwise) to any Subsidiary or Affiliateof a Facility Beneficiary or to any prospective Transferee or other personunless, prior to that disclosure (a) the Facility Beneficiary has informed theBluewater Agent of the full content and terms of the proposed disclosure, and(b) such Subsidiary, Affiliate, prospective Transferee or other person, as thecase may be, undertakes in writing to the Borrowers to keep secret andconfidential, and not, without the prior written consent of the BluewaterAgent, disclose to any third party any of, the information disclosed to it bythat Facility Beneficiary.

### 16.2.3     It shall not be unreasonableat any time for the Bluewater Agent to withhold its consent to any disclosureunder clause 16.2.1 if the Bluewater Agent, acting in good faith, is notsatisfied that an undertaking given in accordance with clause 16.2.2 received fromthe person to whom disclosure is intended to be made would be sufficient toadequately safeguard and protect the Bluewater Group’s legal or commercialinterests.

### 16.2.4     If the Bluewater Agent failsto respond to a request for its consent within five (5) Banking Days of thatrequest being made, the Bluewater Agent shall be deemed to have given theconsent requested.

## **16.3****       No assignment**

No Borrower nor the BluewaterAgent may, and each Borrower and the Bluewater Agent shall not, assign ortransfer to any person all or any of its rights and obligations under andpursuant to this Agreement and the other Facility Documents.

## **16.4****       Transfers**

### 16.4.1     Any Bank (the “**TransferorBank**”) may, at any time, cause all or any part (which, in the caseof a transfer of part only, shall be in an amount of its Commitment andContribution which is not less than ten million Dollars ($10,000,000)) of itsrights, interests, obligations and liabilities under and pursuant to thisAgreement and the other Facility Documents to be transferred to (a) any of itsSubsidiaries or Affiliates or to a federal reserve bank, central bank or othermonetary or regulatory authority having jurisdiction over that Bank, subject to(unless an Event of Default has occurred and is continuing) the prior writtenconsent of the Bluewater Agent (such consent not to be unreasonably withheld ordelayed) where any such transfer would increase the costs of any Obligor underor pursuant to any of the Facility Documents to which that Obligor is a party(but not otherwise), or (b) unless an Event of Default has occurred and iscontinuing, with the consent of the Bluewater Agent (such consent not to beunreasonably withheld or delayed), to any other bank or financial institutionwhich is a Qualifying Bank (a “**Transferee**”),in each case by delivering to the Facility Agent a Transfer Certificate dulycompleted and duly executed by the Transferor Bank and the Transferee.  If the Bluewater Agent fails to respond to arequest for its consent within 

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### ten (10) days of that request being made, theBluewater Agent shall be deemed to have given the consent requested.

### 16.4.2     Any transfer by a Bank shallbe offered and effected in compliance with all applicable laws andregulations.  No transfer by a Bank willbe binding on, or effective in relation to, any of the Borrowers, the BluewaterAgent, the Facility Agent, the Security Trustee, the Arranger and the otherBanks unless it is effected or evidenced by a Transfer Certificate whichcomplies with the provisions of this clause 16.4 which is executed by oron behalf of the Transferor Bank, the Transferee and the Facility Agent (onbehalf of itself and each of the Borrowers, the Bluewater Agent, the SecurityTrustee, the Arranger and the other Banks). Each Transferor Bank shall pay to the Facility Agent, in relation toeach Transfer Certificate delivered to the Facility Agent by that TransferorBank, a fee in the amount of two thousand Dollars ($2,000).  Upon the execution of any Transfer Certificateby the Facility Agent, which execution shall be effected as promptly as ispracticable and in any event within five (5) Banking Days after that TransferCertificate has been delivered to the Facility Agent, and subject to the termsof that Transfer Certificate, that Transfer Certificate shall have effect asfollows:

#### (a)     a Transfer Certificate may bein respect of all or any part of the Transferor Bank’s rights, interests,obligations and liabilities under and pursuant to this Agreement and the otherFacility Documents;

#### (b)    a Transfer Certificate shallonly be in respect of the Transferor Bank’s rights, interests, obligations andliabilities in its capacity as a Bank and shall not transfer all or any part ofthe Transferor Bank’s rights, interests, obligations and liabilities asFacility Agent, Security Trustee, Arranger or in any other capacity, as thecase may be, which rights, interests, obligations and liabilities may only betransferred in accordance with the relevant provisions of the Credit Agreementor, as the case may be, the Deed of Proceeds and Priorities;

#### (c)     a Transfer Certificate shalltake effect in accordance with the laws of England and Wales as follows:

##### (i)         to theextent specified in that Transfer Certificate, the Transferor Bank’s paymentrights and all its other rights and interests (other than those referred to inclause 16.4.2(b)) under and pursuant to this Agreement and the otherFacility Documents are transferred to theTransferee absolutely;

##### (ii)        theTransferor Bank’s Commitment is discharged to the extent specified in the TransferCertificate and that Commitment is, to the same extent, assumed by theTransferee;

##### (iii)       theTransferee becomes a Bank with a Contribution of the amount specified in theTransfer Certificate;

##### (iv)       theTransferee becomes bound by all the obligations and liabilities under andpursuant to this Agreement and the other Facility Documents which areapplicable to the Banks, including, without limitation, those provisions inrelation to pro-rata sharing and the exclusion of liability on the part of, andthe indemnification of, the Facility Agent and the Security Trustee, and to the

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##### extent that theTransferee becomes bound by those provisions, the Transferor Bank ceases to bebound by them;

##### (v)        theContributions which the Transferee makes after the Transfer Certificate comesinto effect rank in point of priority and security in the same way as theywould have ranked had they been made by the Transferor Bank;

##### (vi)       theTransferee becomes entitled to all the rights and interests under and pursuantto this Agreement and the other Facility Documents which are applicable to theBanks, including, without limitation, those relating to the Majority Banks andthose pursuant to clauses 3.5, 5, 6 and 13, and, to the extent that theTransferee becomes entitled to those rights and interests, the Transferor Bankceases to be entitled to them; and

### 16.4.3     each of the Borrowers and theBluewater Agent (subject to the Bluewater Agent having given or being deemed tohave given consent, if required, pursuant to clause 16.4.1), the SecurityTrustee, the Arranger and the Banks hereby irrevocably authorises and instructsthe Facility Agent to sign each Transfer Certificate on its behalf (and, in thecase of the Security Trustee, on behalf of any Obligor which has in anyFacility Document given a corresponding authorisation and instruction to theSecurity Trustee) and undertakes not to withdraw, revoke or qualify thatauthority and instruction at any time. Promptly upon its execution of any Transfer Certificate, the FacilityAgent shall notify the Bluewater Agent, the Security Trustee, the Arranger, theTransferor Bank, the Transferee and the other Banks.

## **16.5****       Reliance on TransferCertificate**

TheFacility Agent shall be entitled to rely on any Transfer Certificate believedby it to be genuine and correct and to have been delivered or executed by thepersons by whom it purports to have been delivered or executed, and shall notbe liable to any person for the consequences of such reliance.

## **16.6****       Facility Agent register**

### 16.6.1     The Facility Agent shall atall times during the continuation of this Agreement maintain a register inwhich it shall record the name, Commitments, Contributions and administrativedetails (including the lending office) from time to time of each Bank and, inrelation to each Bank holding a Transfer Certificate, the date at which thetransfer referred to in that Transfer Certificate was effected, and theFacility Agent shall make that register available for inspection by each of theBanks, the Security Trustee, the Arranger and the Borrowers during normalbanking hours upon receipt by the Facility Agent of reasonable prior noticerequesting the Facility Agent to do so.

### 16.6.2     The entries on that registershall, be *prima facie* evidence ofthe identities, the Commitments, the Contributions, the administrative details(including the lending offices) and the Transfer Certificates of and held bythe Banks from time to time and may be relied upon by the Facility Agent, theSecurity Trustee, the Arranger and the Borrowers for all purposes in connectionwith this Agreement and the other Facility Documents.

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## **16.7****       Documenting transfers**

If any Bank transfers all or any part of its rights,benefits, obligations and liabilities as provided in clause 16.4, each ofthe Borrowers and the Bluewater Agent undertake, immediately on being requestedto do so by the Facility Agent and at the cost of the Transferor Bank, to enterinto, and procure that the other Obligors shall enter into, such deeds,documents, agreements and instruments as the Facility Agent may deemappropriate in connection with the transfer to the Transferee of all or therelevant part of that Bank’s rights, benefits, obligations and liabilitiesunder and pursuant to this Agreement and the other Facility Documents and allrelevant references in this Agreement and the other Facility Documents to thatBank shall thereafter be construed as a reference to that Bank and/or itsTransferee (as the case may be) to the extent of their respective interests.

## **16.8****       Sub-participation**

### 16.8.1     Subject to its compliancewith clause 16.2, each Bank may, at any time (but after having given priornotice to the Bluewater Agent), sub-participate all or any part of its rights,interests, obligations and liabilities under and pursuant to this Agreement andthe other Facility Documents in respect of a Commitment and/or Contributionwhich (other than in respect of a sub-participation to a federal reserve bank,central bank or regulatory authority having jurisdiction over that Bank) is notless than ten million Dollars ($10,000,000) to (a) any of its Subsidiaries orits Affiliates or to a federal reserve bank, central bank or other monetary orregulatory authority having jurisdiction over that Bank, subject to (unless anEvent of Default has occurred and is continuing) the prior written consent ofthe Bluewater Agent (such consent not to be unreasonably withheld or delayed)where any such sub-participation would increase the cost of any Obligor underor pursuant to any of the Facility Documents to which that Obligor is a party(but not otherwise), or (b) unless an Event of Default has occurred and iscontinuing, with the consent of the Bluewater Agent (such consent not to beunreasonably withheld or delayed), to any other person which is a bank orfinancial institution.

### 16.8.2     If the Bluewater Agent failsto respond to a request for its consent under clause 16.8.1 within ten (10) BankingDays of that request being made, the Bluewater Agent shall be deemed to havegiven the consent requested.

## **16.9****       Lending office**

Each Bank shall lend through its office at the addressspecified in schedule 1 or, as the case may be, in any relevant TransferCertificate or, subject to the prior written consent of the Bluewater Agent(such consent not to be unreasonably withheld or delayed) where any change ofoffice would increase the costs of any Obligor under or pursuant to any of theFacility Documents to which that Obligor is a party, through any other officeof that Bank selected from time to time by that Bank as the office throughwhich that Bank wishes to lend for the purposes of this Agreement. If theBluewater Agent fails to respond to a request for its consent within ten (10)days of that request being made, the Bluewater Agent shall be deemed to havegiven the consent requested.  If theoffice through which a Bank is lending is changed pursuant to this clause 16.9,that Bank shall notify the Facility Agent promptly of that change and theFacility Agent shall notify the Bluewater Agent.

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# **17****           Notices**

The provisions of clause 20 of the Deed ofProceeds and Priorities shall be incorporated by reference, mutatis mutandis,in this Agreement as if all references therein to “this Deed” were referencesto this Agreement.

# **18****           Lawand Jurisdiction**

## **18.1****       Law**

This Agreement is governed by, and shall be construedin accordance with, the laws of England and Wales.

## **18.2****       Submission to jurisdiction**

For the benefit of each Facility Beneficiary, eachBorrower and the Bluewater Agent irrevocably and unconditionally agrees thatany legal action or proceeding arising out of or in connection with thisAgreement may be brought in the English courts, which shall have jurisdictionto settle or determine any dispute or claim arising out of or in connectionwith this Agreement, and irrevocably and unconditionally submits to thejurisdiction of the English courts.  EachBorrower and the Bluewater Agent irrevocably and unconditionally designates,appoints and empowers WFW Legal Services Limited at the address of itsregistered office for the time being (presently of 15 Appold Street, LondonEC2A 2HB, England), in each case, to receive, for it and on its behalf, serviceof process issued out of the English courts in any legal action or proceedingarising out of or in connection with this Agreement.  The submission to such jurisdiction shall not(and shall not be construed so as to) limit the right of any FacilityBeneficiary to take any legal action or proceeding against any Borrower or theBluewater Agent in any other court of competent jurisdiction nor shall the takingof any legal action or proceeding in any one or more jurisdictions preclude thetaking of any legal action or proceeding in any other jurisdiction, whetherconcurrently or not.  Each Borrower andthe Bluewater Agent agrees that only the English courts and not those of anyother jurisdiction shall have jurisdiction to settle and determine any disputeor claim which any Borrower or the Bluewater Agent may have against anyFacility Beneficiary arising out of or in connection with this Agreement.

# **19****           Miscellaneous**

## **19.1****       Counterparts**

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

## **19.2****       English language**

All certificates, instruments and other documents tobe delivered under or supplied in connection with this Agreement shall be inthe English language or shall be 

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accompanied by a certified English translation uponwhich the recipient shall be entitled to rely.

## **19.3****       Remedies cumulative**

No failure or delay onthe part of any Facility Beneficiary to exercise any right, power or remedy ofit under or pursuant to this Agreement or any other Facility Document shalloperate as a waiver thereof, nor shall any single or partial exercise by anyFacility Beneficiary of any right, power or remedy, or the discontinuance,abandonment or adverse determination of any legal action or proceeding taken byany Facility Beneficiary to enforce any right, power or remedy, preclude anyfurther exercise thereof, any further legal action or proceeding to enforce thesame, or the exercise of any other right, power or remedy, nor shall the givingby any Facility Beneficiary of any consent prejudice the right of any FacilityBeneficiary to withhold or give consent in relation to any other similarmatter.  The rights, powers and remedies ofeach of the Facility Beneficiaries under and pursuant to this Agreement and theother Facility Documents are cumulative and are not exclusive of any right,power and remedy provided by law.

## **19.4****       Severability of provisions**

Each of the provisions ofthis Agreement is severable and distinct from the others and if at any time oneor more of those provisions is or becomes invalid, illegal or unenforceableunder the laws of any jurisdiction neither the validity, legality andenforceability of the remaining provisions of this Agreement nor the validity,legality and enforceability of those provisions in any other jurisdiction shallin any way be affected or impaired thereby.

## **19.5****       Contracts (Rights of ThirdParties) Act 1999**

### 19.5.1     Unless expressly provided tothe contrary in a Facility Document, a person who is not a party to thisAgreement shall have no right under the Contracts (Rights of Third Parties) Act1999 to enforce its terms.

### 19.5.2     Notwithstanding any term ofany Facility Document, the consent of any person who is not a party to aFacility Document is not at any time required to rescind or amend a FacilityDocument to which it is not a party.

### 19.5.3     All Bluewater Group Members(including but not limited to the Excluded Subsidiaries), Aurelia Energy and eachof the Beneficiaries shall have the right to enjoy and enforce the benefit ofany term of the Facility Documents which is expressed to be for its benefit orwhich purports to confer a benefit on such person.

## **19.6****       Cost of performance,satisfaction and discharge of obligations and liabilities**

Unless otherwise expressly provided in this Agreementor any other Facility Document, each covenant, guarantee, undertaking,agreement, obligation and liability made, given, undertaken, assumed orincurred by any Borrower or the Bluewater Agent under this Agreement or anyother Facility Document shall be performed, satisfied and discharged at thecost and expense of that Borrower or the Bluewater Agent and at no cost orexpense to any Facility Beneficiary.

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## **19.7****       “Know your customer” checks**

### 19.7.1     If:

#### (a)     the introduction of or anychange in (or in the interpretation, administration or application of) any lawor regulation made after the date of this Agreement;

#### (b)    any change in the status of anObligor after the date of this Agreement; or

#### (c)     a proposed assignment ortransfer by a Facility Beneficiary of any of its rights and obligations underthis Agreement or any other Facility Document to a party that is not a FacilityBeneficiary prior to such assignment or transfer,

obliges the FacilityBeneficiary (or, in the case of paragraph (c) above, any prospective newFacility Beneficiary) to comply with “know your customer” or similaridentification procedures in circumstances where the necessary information isnot already available to it, the Bluewater Agent shall promptly upon therequest of the Facility Agent or any Bank supply, or procure the supply of,such documentation and other evidence as is reasonably requested by the FacilityAgent (for itself or on behalf of any Facility Beneficiary) or any FacilityBeneficiary (for itself or, in the case of the event described in paragraph (c)above, on behalf of any prospective new Facility Beneficiary) in order for the FacilityAgent, such Facility Beneficiary or, in the case of the event described inparagraph (c) above, any prospective new Facility Beneficiary to carry out andbe satisfied it has complied with all necessary “know your customer” or othersimilar checks under all applicable laws and regulations pursuant to the transactionscontemplated in the Facility Documents.

### 19.7.2     Each Facility Beneficiary shallpromptly upon the request of the Facility Agent supply, or procure the supplyof, such documentation and other evidence as is reasonably requested by the FacilityAgent (for itself) in order for the Facility Agent to carry out and besatisfied it has complied with all necessary “know your customer” or othersimilar checks under all applicable laws and regulations pursuant to thetransactions contemplated in the Facility Documents.

### 19.7.3     The Bluewater Agent shall, bynot less than ten (10) Banking Days’ prior written notice to the FacilityAgent, notify the Facility Agent (which shall promptly notify the FacilityBeneficiaries) of its intention to request that a Bluewater Group Member becomesan Additional Obligor pursuant to clause 8.3.2, 21.6, 21.7 or 21.9.

### 19.7.4     Following the giving of anynotice pursuant to clause 19.7.3, if the accession of such AdditionalObligor obliges the Facility Agent or any Facility Beneficiary to comply with “knowyour customer” or similar identification procedures in circumstances where thenecessary information is not already available to it, the Bluewater Agent shallpromptly upon the request of the Facility Agent or any Facility Beneficiary supply,or procure the supply of, such documentation and other evidence as isreasonably requested by the Facility Agent (for itself or on behalf of anyFacility Beneficiary) or any Facility Beneficiary (for itself or on behalf ofany prospective new Facility Beneficiary) in order for the Facility Agent orsuch Facility Beneficiary or any prospective new Facility Beneficiary to carryout and be satisfied it has complied with the results of all necessary “knowyour customer” or other similar checks under all applicable laws andregulations 

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### pursuant to the accession of such BluewaterGroup Member to this Agreement as an Additional Obligor.

# **20****           Furtherassurance**

EachBorrower and the Bluewater Agent covenants to each of the FacilityBeneficiaries that it will, at the Borrowers’ cost and expense, from time totime execute, sign, perfect, do and (if required) file, record, register andenrol every further deed, assurance, agreement, instrument, act and thing whichany Facility Beneficiary (acting reasonably) may deem appropriate for thepurpose of more effectually assigning and charging the Assigned Property or anypart thereof or perfecting the security created by and under or intended to becreated by and under the Facility Documents.

# **21****           Borrowers’obligations and liabilities**

## 21.1        Notwithstanding anythingto the contrary in any Facility Document, the Borrowers are jointly andseverally liable for each of their obligations and liabilities under andpursuant to this Agreement and each of the other Facility Documents and thoseobligations and liabilities shall be construed accordingly. Each Borroweracknowledges and confirms that it is a principal and original debtor in respectof all amounts which may become payable by the Borrowers under or pursuant tothis Agreement and the other Facility Documents or any of them and agrees thateach Facility Beneficiary may also treat it as such, whether or not anyFacility Beneficiary is or becomes aware that that Borrower is or has become asurety for any other Borrower.

## 21.2        As a separate andindependent obligation, each Borrower agrees that if any purported obligationor liability of the other Borrowers (or any of them) which would have been thesubject of this Agreement or any other Facility Document had it been valid andenforceable is not or ceases to be valid or enforceable on any groundwhatsoever (including, without limitation, any irregular exercise by, anyabsence of any corporate power of, any lack of authority of, or any breach ofduty by, any person purporting to act on behalf of any such other Borrower, anylegal or other limitation, whether under the Limitation Acts or otherwise, orany disability or Incapacity, or any change in the constitution of, any suchother Borrower), whether or not known to any Facility Beneficiary, thatBorrower shall nevertheless be liable to the Facility Beneficiaries in respectof that purported obligation or liability as if the same were fully valid andenforceable and that Borrower were the principal debtor in respect thereof. TheBorrowers jointly and severally agree to keep each of the FacilityBeneficiaries fully indemnified, on demand, against all and any Lossesincurred, suffered or paid by any Facility Beneficiary as a result of, orotherwise in connection with, any such purported obligation or liability notbeing, or ceasing to be, valid or enforceable.

## 21.3        Each Borrower warrantsthat it has not taken or received, and undertakes that, until all of theSecured Obligations have been paid, repaid, satisfied, performed and dischargedin full, it will not take or receive, the benefit of any security from theother Borrowers (or any of them) or any other person in respect of, orotherwise in connection with, the Relevant Obligations of that Borrower. If,contrary to the foregoing provisions of this clause 21.3, any Borrowertakes or receives the benefit of any security or receives or recovers anymonies or other property thereunder, such security, money or other

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## property shall be held on trust for theFacility Beneficiaries and shall be delivered to the Facility Agent on demand.

Theobligations and liabilities of the Borrowers under and pursuant to thisAgreement and the other Facility Documents shall not be in any way prejudiced,limited, discharged, delayed, reduced or affected by:

### 21.3.1     the existence of any presentor future Collateral Instrument, or any power, right or remedy of any FacilityBeneficiary, or by any of the same being or becoming wholly or in part void,voidable, invalid or unenforceable on any ground whatsoever;

### 21.3.2     any Facility Beneficiary (i)granting any time, indulgence or concession to, or compounding with, any personin relation to, exchanging, discharging, releasing or varying, any obligationor liability of, any Borrower or any other person, (ii) granting, renewing,determining, varying or increasing any accommodation, facility or transactionor otherwise dealing with the same in any manner whatsoever, (iii) concurringin, accepting or varying any compromise, arrangement or settlement, or (iv)omitting to claim or enforce payment from any Borrower or any other person; or

### 21.3.3     any change in the name, styleor constitution of, or any amalgamation or reconstruction of, any Borrower orany other person, or any Incapacity or other circumstances in relation to anyBorrower or any other person, whether or not known to any Facility Beneficiary;or

### 21.3.4     anything done or omittedwhich but for this provision might operate to prejudice, limit, reduce,discharge, delay or affect such obligations and liabilities.

## 21.4        Each Borrower agrees thatit will, throughout the Facility Security Period:

### 21.4.1     not exercise any rights ofsubrogation, reimbursement, indemnity or contribution against any otherBorrower or any other person liable for the Relevant Obligations of any otherBorrower, in each case, in relation to the Relevant Obligations of thatBorrower;

### 21.4.2     not demand or accept anyCollateral Instrument in respect of any right referred to in clause 21.4.1 ordispose of any such right;

### 21.4.3     not take any step to enforceany right against any other Borrower or any other person liable for theRelevant Obligations of any other Borrower, in each case, in relation to theRelevant Obligations of that Borrower;

### 21.4.4     not initiate or take anyaction which would result in any Insolvency Event in relation to any otherBorrower or any other person liable for the Relevant Obligations of any otherBorrower;

### 21.4.5     not claim or prove in anyInsolvency Event in relation to any other Borrower or any other person liablefor the Relevant Obligations of any other Borrower, in each case, in relationto the Relevant Obligations of that Borrower;

### 21.4.6     not have the benefit of, orshare in, any payment from, or composition with, any other Borrower or anyother person liable for the Relevant Obligations of any other Borrower, in eachcase, in relation to the Relevant Obligations of that Borrower; and

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### 21.4.7     if so directed by theFacility Agent, prove in any Insolvency Event in relation to any other Borroweror any other person liable for the Relevant Obligations of any other Borrower,in each case, in relation to the Relevant Obligations of that Borrower, for thewhole or any part of any claim which it may have in relation to any of itsotherwise waived rights referred to in the foregoing paragraphs of thisclause 21.4 and on terms that the benefit of such proof and of all moniesreceived by it in respect thereof shall be held on trust for the FacilityBeneficiaries and applied in or towards discharge of the Relevant Obligationsof that Borrower in such manner as the Facility Agent may deem appropriate.

## **21.5****       Collateral Instruments**

No Facility Beneficiary shall be obliged to make anyclaim or demand or to enforce or realise any Collateral Instrument or othermeans of payment now or hereafter held by or available to it before enforcingthis Agreement and the other Facility Documents and no action taken or omittedby any Facility Beneficiary in connection with any Collateral Instrument orother means of payment shall delay, discharge, limit, reduce, prejudice oraffect the obligations and liabilities of the Borrowers under and pursuant tothis Agreement and the other Facility Documents nor shall any FacilityBeneficiary be obliged to apply any monies or other property received orrecovered in consequence of any enforcement or realisation of any CollateralInstrument or other means of payment in reduction of the Secured Obligations.

## **21.6****       Additional Borrowers**

### 21.6.1     Subject to compliance withthe provisions of clauses 19.7.3 and 19.7.4 the Bluewater Agent may requestthat any Bluewater Group Member becomes an Additional Borrower.  That Bluewater Group Member shall become anAdditional Borrower if:

#### (a)     the Bluewater Agent deliversto the Facility Agent a duly completed Credit Agreement Supplemental Agreementexecuted by the Bluewater Agent and that Bluewater Group Member;

#### (b)    the Bluewater Agent confirmsthat no Default is continuing or would occur as a result of that BluewaterGroup Member becoming an Additional Borrower; and

#### (c)     the Facility Agent has receivedall of the documents and other evidence listed in clause 4 of the CreditAgreement Supplemental Agreement in relation to that Additional Borrower, eachin form and substance satisfactory to the Facility Agent.

### 21.6.2     The Facility Agent shallnotify the Bluewater Agent and the Facility Beneficiaries promptly upon beingsatisfied that it has received (in form and substance satisfactory to it) allthe documents and other evidence listed in clause 4 of the Credit AgreementSupplemental Agreement.

## **21.7****       Additional Guarantors**

### 21.7.1     Subject to compliance withthe provisions of clauses 19.7.3 and 19.7.4, the Bluewater Agent may requestthat any Bluewater Group Member becomes an Additional Guarantor.  That Bluewater Group Member shall become anAdditional Guarantor if:

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#### (a)     the Bluewater Agent deliversto the Facility Agent a duly completed and executed Guarantee Accession Deed;and

#### (b)    the Facility Agent hasreceived all of the documents and other evidence listed in clause 4 of the GuaranteeAccession Deed in relation to that Additional Guarantor, each in form andsubstance satisfactory to the Facility Agent.

### 21.7.2     The Facility Agent shallnotify the Bluewater Agent and the Facility Beneficiaries promptly upon beingsatisfied that it has received (in form and substance satisfactory to it) allthe documents and other evidence listed in clause 4 of the Guarantee AccessionDeed.

## **21.8****       Resignation of a Guarantor**

### 21.8.1     The Bluewater Agent mayrequest that a Guarantor ceases to be a Guarantor by delivering to the FacilityAgent a Resignation Letter.

### 21.8.2     The Facility Agent shallaccept a Resignation Letter and notify the Bluewater Agent and the FacilityBeneficiaries of its acceptance if:

#### (a)     no Default is continuing orwould result from the acceptance of the Resignation Letter (and the BluewaterAgent has confirmed this is the case);

#### (b)    that Guarantor has been fullyand effectively released from all and any obligations and liabilities, actualor contingent and whether as principal or surety, pursuant to or in connectionwith the Notes;

#### (c)     in any case where thatGuarantor is a Principal Obligor, (i) it was a Principal Obligor solely byvirtue of having been an Owner or Operator (but not otherwise, and BOPS is aPrincipal Obligor not solely by virtue of being an Operator) and has ceased to bean Owner or Operator of any of the Equipment, and all the requirements ofclause 21.9 have been fulfilled; or (ii) in the case of Bluewater Energy, ithas been liquidated as contemplated in clause 7.2 of the Facility Guarantee andall the requirements of clause 7.2 of the Facility Guarantee have beensatisfied.  Subject, in the case of BOPS,to sub-paragraph (d) of this clause 21.8.2, no other Principal Obligor which isa Guarantor may cease to be a Guarantor; and

#### (d)    in the case of BOPS, it hasbeen liquidated as contemplated in clause 7.2 of the Facility Guarantee and allthe requirements of clause 7.2 have been satisfied.

## **21.9****       Owners and Operators**

### 21.9.1     The Borrowers shall procurethat on or prior to the date any Bluewater Group Member which previously wasnot an Owner or Operator becomes an Owner or Operator:

#### (a)     the provisions of clauses19.7.3 and 19.7.4 shall be complied with;

#### (b)    the Bluewater Agent deliversto the Facility Agent, duly completed and executed, a Guarantee Accession Deed,a DPP Supplemental Deed, security documents with equivalent effect as each ofthe Security Documents entered into by the 

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#### person which that Bluewater Group Member isreplacing as an Owner or Operator, as the case may be, or by the parent of thatBluewater Group Member (including, without limitation, an Additional SharePledge over all the issued capital of that Bluewater Group Member), and suchother documents as the Facility Agent (acting reasonably) may require; and

#### (c)     the Facility Agent hasreceived all the documents and other evidence listed in clause 4 of theGuarantee Accession Deed in relation to that Additional Guarantor, each in formand substance satisfactory to the Facility Agent.

### 21.9.2     The Facility Agent shallnotify the Bluewater Agent and the Facility Beneficiaries promptly upon beingsatisfied that it has received (in form and substance satisfactory to it) allof the documents and other evidence listed in clause 4 of the GuaranteeAccession Deed and Security Documents with equivalent effect as each of theSecurity Documents referred to above.

# **22****           FacilityAgent**

## **22.1****       Appointment of FacilityAgent**

Each Facility Beneficiaryhereby irrevocably appoints the Facility Agent as its facility agent for thepurposes of this Agreement and the other Facility Documents on the terms setout in this Agreement. By virtue of that appointment, each Facility Beneficiaryhereby irrevocably authorises the Facility Agent (whether or not by or throughemployees or agents) to take such action on that Facility Beneficiary’s behalfand, if necessary or appropriate under applicable law, in that FacilityBeneficiary’s name, and to exercise such rights, remedies, powers anddiscretions, as are specifically delegated to the Facility Agent by thisAgreement and the other Facility Documents or any of them, together with suchaction, powers, rights, remedies and discretions as are reasonably incidentalthereto.

## **22.2****       Duties of Facility Agent**

The Facility Agent shallnot have any duties, obligations or liabilities to the Facility Beneficiariesor any of them beyond those expressly stated in this Agreement and the otherFacility Documents to which it is or may become a party (or any of them) andspecifically (but without prejudice to the generality of the foregoing) theFacility Agent shall not be obliged to take any action or exercise any right,remedy, power or discretion under or pursuant to this Agreement or any otherFacility Document beyond those which the Majority Banks (or, where expresslyrequired under this Agreement or any other Facility Document, the QualifiedMajority Banks or all of the Banks, as the case may be) shall specificallyinstruct the Facility Agent in writing to take or, as the case may be, exercisein accordance with this Agreement or any other Facility Document and then onlyto the extent expressly stated in those specific written instructions.

## **22.3****       Execution of FacilityDocuments**

Each Facility Beneficiaryhereby irrevocably authorises the Facility Agent to join in and execute each ofthe Facility Documents (other than this Agreement) to which it is, or is to be,a party in its capacity as Facility Agent.

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## **22.4****       Authority**

### 22.4.1     Subject toclause 22.4.2, the Facility Agent may, with the consent of the MajorityBanks or if and to the extent expressly authorised by any other provision ofthis Agreement or any other Facility Document, concur with any Obligor to amendor waive any breach of, or default under, or otherwise excuse any performanceof, or give any consent under, or otherwise take any action under or pursuantto, any provision of any Facility Document, or authorise, instruct or directthe Security Trustee to do any of the foregoing.  Any such action so authorised (if required)and effected by the Facility Agent shall be promptly notified to the FacilityBeneficiaries by the Facility Agent and shall be binding on all of the FacilityBeneficiaries and, if necessary or appropriate, each Facility Beneficiary shallexecute or re-execute any deed, document, instrument or agreement required togive full effect to any such action.  Forthe purposes of this clause 22.4.1, it is expressly agreed and acknowledgedthat the execution of a Further Assurance Deed shall not constitute anamendment to any Facility Document, and each Facility Beneficiary furtheragrees promptly to execute any Further Assurance Deed at request of theFacility Agent.

### 22.4.2     Except with the prior writtenconsent of all of the Banks or as may otherwise be expressly permitted underany other provision of the Facility Documents, the Facility Agent shall have noauthority on behalf of the Facility Beneficiaries to concur with any Obligor toamend any provision of any Facility Document or otherwise take any action underor pursuant to, or waive any breach of, or default under, or otherwise excuseany performance of, or give any consent under, any provision of any FacilityDocument, or authorise, instruct or direct the Security Trustee to do any ofthe foregoing, if that amendment, waiver, exercise, consent or action wouldresult in:

#### (a)     any change of the Margin orany other amount payable for the account of the Facility Beneficiaries or anyof them under or pursuant to any Facility Document;

#### (b)    any extension of the due datefor, or any reduction in, any amount of principal, interest, commitmentcommission or any other amount payable under or pursuant to any FacilityDocument;

#### (c)     any change of the currency inwhich any amount is payable under or pursuant to any Facility Document;

#### (d)    any increase in any Bank’sCommitment;

#### (e)     any extension of the periodwithin which any Advance may be made under this Agreement;

#### (f)     any change of the definitionof “Majority Banks” or “Qualified Majority Banks”;

#### (g)    any amendment of this clause22.4;

#### (h)    any release of any Obligorfrom the security created by and under and/or any guarantee given under orpursuant to any Facility Document, unless expressly authorised pursuant to theterms of the Facility Documents;

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#### (i)      any release of the AssignedProperty and the Equipment or any part thereof from the security created by andunder the Facility Documents, unless expressly authorised pursuant to the termsof the Facility Documents;

#### (j)      any change in any provisionof clause 2; or

#### (k)     any amendment to or waiver ofany provision of any of the Facility Documents which provides for a matter tobe determined by reference to the opinion of the Qualified Majority Banks orall of the Banks, a matter to be subject to the consent or request of theQualified Majority Banks or all of the Banks or any action to be taken on the instructionsof all of the Qualified Majority Banks or the Banks, as the case may be.

## **22.5****       Facility Agent, as Bank**

Withrespect to its own Commitment and Contribution (if any), the Facility Agentshall have the same rights, remedies, powers and discretions under and pursuantto each of the Facility Documents as each other Bank and may exercise the sameas though it were not performing the duties and functions delegated to it underthis Agreement and the other Facility Documents and the term “Banks” shall, unlessthe context expressly otherwise indicates, include the Facility Agent in itsindividual capacity as a Bank.

## **22.6****       Liability of Facility Agent**

TheFacility Agent shall not:

### 22.6.1     be obliged to request anycertificate or opinion under any provision of the Facility Documents or to makeany enquiry as to the application of the proceeds of any Advance, unlessinstructed in writing by the Majority Banks; or

### 22.6.2     be obliged to make anyenquiry as to any default by any Obligor in the performance or observance ofany provision of any of the Facility Documents, as to the existence of aDefault, or as to whether any other event or circumstance has occurred as aresult of which all or any of the security created by and under the FacilityDocuments shall have or may become enforceable, in each case unless theFacility Agent has been notified in writing thereof by a Bank, in which casethe Facility Agent shall promptly notify the Facility Beneficiaries of therelevant default, Default or other event or circumstance; or

### 22.6.3     be liable to any FacilityBeneficiary for, or otherwise in connection with, any action taken or omittedunder or pursuant to, or otherwise in connection with, the Facility Documents(or any of them) or the Credit (or any part thereof) unless caused by its grossnegligence or wilful misconduct; or

### 22.6.4     disburse any Advance to anyBorrower unless it has received the relevant documents and evidence requiredunder clause 9 in form and substance satisfactory to it or the requirement forany such document or evidence has been waived in accordance with clause 9.3.

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## **22.7****       Knowledge of Facility Agent**

For the purposes of this Agreement, the Facility Agentshall not be treated as having actual knowledge of any matter of which thecorporate finance or any other division outside the corporate lending or loanadministration departments may become aware in the context of corporate financeor advisory activities from time to time undertaken by the Facility Agent forany Obligor or any of the Related Companies, Subsidiaries or Affiliates of anyObligor.

## **22.8****       Communications and actionsby Facility Agent**

The Facility Agent shall:

### 22.8.1     promptly notify each FacilityBeneficiary of the contents of each notice, certificate or other documentreceived by the Facility Agent from any Obligor under or pursuant to anyprovision of any Facility Document; and

### 22.8.2     subject always to its beingindemnified to its satisfaction, take such action (including, withoutlimitation, the exercise of all or any rights, remedies, discretions and powersand the grant of all or any consents and releases) or, as the case may be,refrain from taking such action with respect to any Facility Event of which theFacility Agent has actual knowledge as the Majority Banks may direct providedthat, unless and until the Facility Agent shall have received those directions,(i) the Facility Agent may, but shall not be obliged to, take such action orrefrain from taking such action with respect to that Facility Event as it deemsappropriate in the best interests of the Facility Beneficiaries, and (ii) theFacility Agent shall not be obliged to take any such action.

## **22.9****       Independent action byBeneficiaries**

None of the Facility Beneficiaries (other than theSecurity Trustee and the Facility Agent, to the extent expressly provided inthe Facility Documents) shall have any independent power to enforce all or anyof the Facility Documents, to exercise all or any rights, remedies, discretionsand powers, or to grant all or any consents and releases, under or pursuant toany Facility Document, or otherwise have direct recourse to all or any of theFacility Property without the prior written approval of the Facility Agent(acting on the instructions of the Majority Banks).  After that approval has been granted to the relevantFacility Beneficiary, that Facility Beneficiary shall have the rightindependently to enforce all or any of the Facility Documents and to exerciseall or any rights, remedies, discretions and powers, and to grant all or anyconsents and releases, under and pursuant to those Facility Documents andotherwise have direct recourse to all or any of the Facility Property Providedhowever that all proceeds of that enforcement, exercise, grant or recourseshall be paid by that Facility Beneficiary to the Facility Agent and shall beand applied in accordance with clause 4.2.

## **22.10****     Reliance by Facility Agent**

In considering at any time (and from time to time) thepersons entitled to the benefit of any of the Secured Obligations, the FacilityAgent may:

### 22.10.1   deem and treat (i) each Bank asthe person entitled to the benefit of the Contribution and the Commitment ofthat Bank for all purposes of this Agreement unless and until a TransferCertificate relating to that Bank’s Contribution and/or that Bank’s

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### Commitment or any part thereof shall havebeen filed with the Facility Agent, and (ii) the office set out oppositethe name of each Bank in schedule 1, or, as the case may be, specified inthe relevant Transfer Certificate, as that Bank’s lending office unless anduntil a written notice of change of lending office shall have been received bythe Facility Agent, whereupon the Facility Agent may act upon that noticeunless and until it is superseded by a further notice; and

### 22.10.2   (without prejudice to clause 22.8.2)to the extent that that information is not inconsistent with the noticesreferred to in paragraph (ii) of clause 22.10.1 above, rely and act in relianceon any information provided to the Facility Agent pursuant to clause 22.11, andthe Facility Agent shall have no liability or responsibility to any person as aconsequence of relying and acting in reliance on that information unless theFacility Agent has actual knowledge that that information is inaccurate orincorrect.

## **22.11****     Provision of information toFacility Agent**

Withoutprejudice to clause 22.10, each of the Facility Beneficiaries shall provide theFacility Agent with such written information as the Facility Agent mayreasonably require for the purpose of performing the duties and functions delegatedto it under this Agreement and the other Facility Documents.

## **22.12****     Appraisal by Banks**

EachFacility Beneficiary acknowledges that it has not relied, and will not rely, onany statement, opinion, forecast or other representation by or of the Facility Agentand that it has made and will continue to make, without reliance on theFacility Agent, its own appraisal and independent investigation of thecreditworthiness, financial condition and affairs of each Obligor.  The Facility Agent shall not have any duty,responsibility or liability, either initially or on a continuing basis, toprovide any Facility Beneficiary with any credit or other information withrespect to any Obligor or any of the Related Companies, Subsidiaries orAffiliates of any Obligor, whenever that information may have come or may comeinto its possession, other than as provided in clause 22.6.2.

## **22.13****     Responsibility of FacilityAgent**

TheFacility Agent shall not have any duty, responsibility or liability, eitherinitially or on a continuing basis, to any Facility Beneficiary:

### 22.13.1   to provide any of the FacilityBeneficiaries 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 Agreement or any other Facility Document; or

### 22.13.2   to ascertain whether all deeds,documents, instruments and agreements which should have been deposited with ordelivered to it under or pursuant to the Facility Documents or any of them havebeen so deposited with or delivered to it, nor to investigate or make anyenquiry into the title of any Obligor to the Facility Property or any partthereof; or

### 22.13.3   for any failure of any Obligorto perform any of its obligations under and pursuant to the Facility Documents;or

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### 22.13.4   for the creditworthiness,financial or other condition or affairs of any Obligor; or

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

### 22.13.6   for the execution, effectiveness,adequacy, genuineness, validity, legality, enforceability, priority oradmissibility in evidence of the Facility Documents or any of them or of anycertificate, report, deed, document, agreement or instrument executed ordelivered under or pursuant to any Facility Document; or

### 22.13.7   for any failure to register orfile any Facility Document with the Registrar of Companies or elsewhere; or

### 22.13.8   without prejudice to clause22.8.2, for taking or omitting to take any action under, or otherwise inconnection with, the Facility Documents or any of them unless the taking of oromitting to take any such action is contrary to specific written instructionsfrom the Majority Banks or, where required, the Qualified Majority Banks or allof the Banks, as the case may be; or

### 22.13.9   for any failure to take orrequire any Obligor to take any steps to render the Facility Documents or anyof them effective as regards the Secured Property or any part thereof outsideEngland or Wales or to procure the creation of any ancillary security under thelaws of any jurisdiction; or

### 22.13.10otherwise in connection with theCredit or for acting (or, as the case may be, refraining from acting) inaccordance with the specific written instructions of the Majority Banks or,where required, the Qualified Majority Banks or all of the Banks, as the casemay be.

The Facility Agent shall be entitled to rely on anycommunication, instrument or document believed by it to be genuine and correctand to have been signed or sent by or on behalf of the proper person and shallbe entitled to rely as to legal or other professional matters on opinions andstatements of any legal or other professional advisers selected or approved byit.

## **22.14****     Other business**

The Facility Agent may, without any liability toaccount to the Facility Beneficiaries or any of them, accept deposits from,lend money to, and generally engage in any kind of banking or trust businesswith, any Obligor or any of the Related Companies, Subsidiaries or Affiliatesof any Obligor, or any Facility Beneficiary or any of the Related Companies,Subsidiaries or Affiliates of any Facility Beneficiary, as if it were not theFacility Agent.

## **22.15****     Reimbursement of Losses**

Each Bank shall reimburse to the Facility Agent(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 Facility Agent is not fully reimbursed by the Bluewater GroupMembers, all or any Losses referred to in clause 5.2 paid, suffered or incurredby the Facility Agent and in respect of which the Facility Agent is entitled, 

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pursuant to any provision of the Facility Documents,to reimbursement by the Obligors or any of them.

## **22.16****     Indemnity from Banks**

Each Bank shall indemnify the Facility Agent (rateablyin accordance with (a) at any time prior to the date of the Initial Advance,its Commitment, and (b) at any time thereafter, its Contribution) against allLosses paid, suffered or incurred by the Facility Agent, or any agent or otherperson appointed by it, in connection with its appointment under thisAgreement, the other Facility Documents (or any of them), the performance ofthe duties and functions delegated to it under this Agreement and the otherFacility Documents, or any action taken or omitted by the Facility Agent, orany agent or other person appointed by it.

## **22.17****     Determination by FacilityAgent**

If any question or doubt arises in relation to theinterpretation or application of any provision of this Agreement and the otherFacility Documents which affects the Facility Agent as between the FacilityBeneficiaries, on the one hand, and the Facility Agent on the other hand, thatquestion or doubt shall be determined by the Facility Agent, acting reasonably,and each such determination, whether made upon a question actually raised orimplied in the acts of the Facility Agent, shall be conclusive and shall bindall of the Facility Beneficiaries, provided however that the Facility Agent, ifit is aware of the relevant question or doubt and it is reasonably practicablefor it to do so, has first notified the Banks of the relevant question or doubtand, if required to do so by the Majority Banks, consulted a lawyer in relationthereto (and, if the Facility Agent does so consult a lawyer, the restrictionconcerning the delegation of duties and functions to a lawyer referred to inclause 22.18 shall not apply).

## **22.18****     Employment of agents**

The Facility Agent may, in the performance of theduties and functions delegated to it under this Agreement and the otherFacility Documents (other than, subject to the express provisions of clause22.17, in relation to its power to make any determination), instead of actingpersonally, employ and pay any agent (whether being a lawyer, charteredaccountant or any other person) to perform those duties and functions (or anyof them).  Each agent so employed shallbe entitled to be paid all usual professional and other charges for theperformance by him or any of his partners or employees of those duties andfunctions.  The Facility Agent shall notbe bound to supervise, or be responsible or liable for any act or omission of,any such agent if the Facility Agent shall have exercised reasonable care inthe selection of that agent (which, without limitation, shall conclusively bedeemed to be the case in respect of any such agent approved in writing by theMajority Banks).

## **22.19****     Retirement and removal ofFacility Agent**

### 22.19.1   The Facility Agent may retirefrom its appointment as Facility Agent under this Agreement and the otherFacility Documents.  If the FacilityAgent wishes so to retire, it shall give to all of the parties to thisAgreement not less than thirty (30) days’ notice of its intention to do so.Each of the Majority Banks and (with the consent of the Majority 

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### Banks) the Bluewater Agent may, by notice tothe Facility Agent, remove the Facility Agent, Provided that no such retirementor removal shall take effect unless there has been appointed by the FacilityBeneficiaries as a successor facility agent (in the case of a retirement,within that thirty (30) day period referred to above):

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

#### (b)    any reputable and experiencedbank or financial institution with an office in Amsterdam or London nominatedby the Majority Banks or, failing such a nomination, the Facility Agent

and, ineach 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 Security Trustee (nosuch approval to be unreasonably withheld or delayed),

and, inany such case, that successor facility agent shall have duly accepted thatappointment by delivering to the Facility Agent written confirmation (in a formacceptable to the Facility Agent) of that acceptance in which it agrees to bebound by this Agreement and each of the other Facility Documents to which theFacility Agent is then a party in the capacity of Facility Agent as if thatsuccessor facility agent had been an original party to this Agreement and thoseother Facility Documents. If any of the Bluewater Agent or the Security Trusteefails to respond to a request for its approval within ten (10) Banking Days ofthat request being made, the Bluewater Agent or, as the case may be, theSecurity Trustee shall be deemed to have given the approval requested.

### 22.19.2   Upon any such successorfacility agent being appointed, the retiring Facility Agent shall be dischargedfrom all of its obligations and liabilities under and pursuant to, and theduties and functions delegated to it under, this Agreement and the otherFacility Documents and that successor facility agent and each of the otherparties to this Agreement and the other Facility Documents shall have the samerights and obligations among themselves as they would have had if thatsuccessor facility agent had been an original party to this Agreement and theother Facility Documents to which the retiring Facility Agent is then a partyin place of the retiring Facility Agent.

### 22.19.3   The Facility Beneficiariesagree to appoint as successor facility agent the person nominated (and, ifapplicable, approved) in accordance with the foregoing provisions of thisclause 22.19.

## **22.20****     Illegality**

The Facility Agent mayrefrain from doing anything which would or might, in its opinion, be contraryto any law of any jurisdiction or any regulation or which would or might renderit liable to any person and may do anything which is, in its opinion, necessaryto comply with any such law or regulation.

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## **22.21****     Power of Attorney**

### 22.21.1   Each party hereto (other thanthe Facility Agent) hereby irrevocably and unconditionally appoints theFacility Agent to be its attorney for it and in its name and on its behalf andas its act and deed or otherwise to agree the form of and to execute, seal anddeliver and otherwise perfect and do all deeds, assurances, agreements,instruments, acts and things as may be required for the full exercise of all orany of the rights, powers or remedies conferred on, and the duties andfunctions delegated to, the Facility Agent under this Agreement and the otherFacility Documents.

### 22.21.2   Each party hereto (other thanthe Facility Agent) further covenants to the Facility Agent that it will, at thecost and expense of the Borrowers, from time to time execute, sign, perfect, doand (if required) file, record, register and enrol every further deed,assurance, agreement, instrument, act and thing which the Facility Agent,acting reasonably, may deem appropriate for the purpose of fully exercising allor any of the rights, powers and remedies conferred on, and the duties andfunctions delegated to the Facility Agent under this Agreement and the otherFacility Documents.

# **23****           SecurityTrustee**

The termsand basis (including, without limitation, the manner in which any decision toexercise any right, power, remedy, discretion or authority or to carry out anyduty is to be made as between the Banks, the Facility Agent and the SecurityTrustee) upon which the Security Trustee has been or, as the case may be, is tobe appointed by (inter alia) the Banks are set out in the Deed of Proceeds andPriorities.

# **24****           Notes**

The parties hereto agree that for the purposes of theNotes and the documentation related thereto, the Indebtedness under andpursuant to the Facility Documents is and shall be deemed to be “DesignatedSenior Indebtedness”.

**IN WITNESS**whereof this Agreement has been duly executed and delivered as a deed by eachof the parties hereto on the date first above written.

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**Schedule 1The Banks and their Commitments**
| **Bank**           | ** ** | **Address**      | ** ** | ** **         | ** ** | ** **        | ** ** | ** **      | ** ** | **Commitment** |
|--------------------|------------|------------------|------------|--------------------|------------|-------------------|------------|-----------------|------------|----------------|
| **ING  Bank N.V.** |       | Bijlmerplein 888 |       | Loc. Code HE 02.09 |       | 1102 MG Amsterdam |       | The Netherlands |       | $              | 850,000,000 |

 

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**Schedule 2Form of Drawdown Notice**

To:**      [**Nameand address of Facility Agent**]**

[                            ]

[Initial Advance][FurtherAdvance]

Revolving CreditFacility Agreement dated        2006 (the “**Agreement**”)

We refer to the Agreementand hereby give you notice that [we wish] [[*name of Borrower*]wishes] to draw a [Initial Advance] [Further Advance] of $·on · (“**Advance**”) theInterest Period in respect thereof to expire on ·.  [The funds should be credited to [*name and number of account*] with [*details ofbank in New York City*]].

We confirm [as agent of [*name of Borrower*]] that:

(a)        noDefault has occurred and is continuing or would arise from the making of theAdvance;

(b)        allrepresentations and warranties expressed to be made by us on the date of issueof a Drawdown Notice pursuant to clause 7.3 of the Agreement are true andcorrect at the date hereof as if made with respect to the facts andcircumstances existing at the date hereof;

(c)        [noDetermination Period has commenced and is continuing/the Advance is one we areentitled to draw down under clause 2.6.2(b)];

(d)        [noCessation Period has commenced and is continuing/the Advance is one we areentitled to draw down under clause 2.7.7(c)]; and

(e)        theborrowing to be effected by the drawdown of the Advance is within [our][[*name of Borrower*]’s] corporate powers, has been validlyauthorised by appropriate corporate action and will not cause any limit on[our] [[*name of Borrower*]’s] borrowings (whetherimposed by statute, regulation, agreement or otherwise) to be exceeded.

Words and expressionsdefined in the Agreement shall have the same respective meanings herein.

For and on behalfof

[*Name of Borrower*]

[Bluewater EnergyServices B.V.as agent of [*name of Borrower*]]

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**Schedule 3Documents and evidence required as conditions precedent**

(referred to inclause 9.1)

Part 1

**1.****         Corporate documents**

(a)        Constitutive Documents

Copiesof the Constitutive Documents of each Obligor, certified (in a certificatedated no earlier than fourteen (14) days prior to the date of this Agreement)by an officer of that Obligor as:

(1)        beingtrue, correct and complete;

(2)        nothaving been amended, modified or revoked; and

(3)        beingin full force and effect;

(b)       Corporate authorisations

Copiesof the resolutions of the directors and, where required by the laws of anyRelevant Jurisdiction in relation to that Obligor, the stockholders of eachObligor approving those Facility Documents to which that Obligor is, or is tobe, a party and authorising the entry into, execution and delivery thereof andthe performance of that Obligor’s obligations thereunder, certified (in acertificate dated no earlier than fourteen (14) Banking Days prior to the dateof this Agreement) by an officer of that Obligor as:

##### (1)        being true, complete andcorrect;

##### (2)        being duly passed atmeetings of the directors of that Obligor, and, where required by the laws ofany Relevant Jurisdiction in relation to that Obligor, of the stockholders ofthat Obligor, duly convened and held;

##### (3)        not having been amended,modified or revoked; and

##### (4)        being in full force andeffect;

(c)        Specimen signatures

copiesof the signatures of each of the persons who have been authorised on behalf ofeach Obligor to sign those Facility Documents to which that Obligor is, or isto be, a party and to give notices and communications, including notices of drawing,under or in connection with those Facility Documents, certified (in acertificate dated no earlier than fourteen (14) Banking Days prior to the dateof this Agreement) by an officer of that Obligor as being the true signaturesof those persons;

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(d)       Certificate of incumbency

alist of the directors and other officers of each Obligor specifying the namesand positions of those persons, certified (in a certificate dated no earlierthan fourteen (14) Banking Days prior to the date of this Agreement) by anofficer of that Obligor to be true, complete and up to date;

**2****          Consents**

(a)        Consents and approvals

Acertificate (dated no earlier than fourteen (14) Banking Days prior to the dateof this Agreement, and which may be included in the certificate referred to inparagraph 1(d) above) by an officer of that Obligor that no consents,authorisations, licences or approvals of, or registrations or declarationswith, any Government Entity are required by that Obligor to authorise, orotherwise in connection with, the execution, delivery, entry into, validity,enforceability, priority or admissibility in evidence of, or the performance bythat Obligor of its obligations under, (i) those Facility Documents to whichthat Obligor is, or is to be, a party and (ii) in all material respects, thoseAssigned Documents to which that Obligor is, or is to be, a party.

(b)        Facility Documents,Assigned Documents and Transaction Documents

Anoriginal duly executed copy of each of the Facility Documents and a copy,certified as a true copy by the Bluewater Group’s solicitors or such otherperson as may be acceptable to the Facility Agent, of each of the AssignedDocuments and the other Transaction Documents.

**3****          Insurances**

(a)        Insurances

Evidencethat the Equipment and each part thereof is insured in accordance with theprovisions of the Facility Documents and that all requirements of the FacilityDocuments in relation to that insurance have been complied with (including,without limitation, confirmation from each protection and indemnity associationor other insurer with which the Equipment and each part thereof is, or is tobe, entered for insurance or insured against protection and indemnity risks(including oil pollution risks) that all necessary declarations required by theassociation or insurer for the removal of any oil pollution exclusion have beenmade and that any such exclusion does not apply to the Equipment or any partthereof); and

(b)        Insurance opinion

anopinion from the Insurance Consultant in relation to the insurances effected orto be effected in respect of the Equipment and each part thereof.

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**4****          Fees**

Evidencethat all fees due to the Facility Beneficiaries or any of them have been paidin full or evidence that arrangements satisfactory to the Facility Agent forsuch payment have been put in place.

**5****          Equipment**

(a)        Ownership and registration

Evidencethat each Owner is the legal and beneficial owner, free of any Encumbrances(other than Permitted Encumbrances) of that Equipment which it owns and thateach Vessel is registered in the Flag State and at the Port of Registry inrelation to it, in the Ship Register (*Scheepsregister*)at the Office of the Registrar of Ship Documents (*Kantoor vande bewaring der Scheepsbewijzen*);

(b)        Encumbrances

evidencethat no Encumbrances (other than Permitted Encumbrances) are registered againstthe Equipment and the Assigned Property or any part thereof;

(c)        Mortgage registration

evidencethat each of the Mortgages has been registered against the Vessel to which itrelates at the Port of Registry in relation to that Vessel, in the ShipRegister (*Scheepsregister*) at the Office of theRegistrar of Ship Documents (*Kantoor van de bewaringder Scheepsbewijzen*); and

(d)        Classification

evidenceof the Classification of the Vessels.

**6****          Third parties**

(a)        Notices of Assignment

Anoriginal duly executed copy of each of the Notices of Assignment;

(b)        Consents

evidencethat each party (other than the parties to the General Assignment) to theAssigned Documents has given every consent, approval or waiver that is requiredfrom it pursuant to the Assigned Documents to which it is a party in respect ofthe transactions contemplated by the Facility Documents; and

(c)        No default

evidencethat (i) none of the parties (other than the parties to the General Assignment)to the Assigned Documents is in material default of its obligations under theAssigned Documents to which it is party or, if any is, that default, in theopinion of the Majority Banks, does not, and may not, have a material adverseeffect on the ability of the Obligors to satisfactorily perform theirrespective obligations under the Facility Documents and will not, and may not,result in the occurrence of any Default, and (ii) no 

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InsolvencyEvent has occurred in relation to any such party or, if any has, anyconsequence of that Insolvency Event does not, and may not, in the opinion ofthe Facility Agent, have a material adverse effect on the ability of theObligors to satisfactorily perform their respective obligations under theFacility Documents and will not, and may not, result in the occurrence of anyDefault.

**7****          Assigned Accounts**

Evidencethat each of the Assigned Accounts has been opened.

**8****          Opinions**

(a)        Netherlands opinion

Anopinion of Norton Rose, special legal and tax advisers in The Netherlands tothe Facility Beneficiaries;

(b)        Netherlands Antillesopinion

Anopinion of STvB, special legal advisers in The Netherlands Antilles to the FacilityBeneficiaries;

(c)        Malta opinion

anopinion of Ganado & Associates, special legal advisers in Malta to theFacility Beneficiaries;

(d)        English opinion

anopinion of Norton Rose, special legal advisers in England to the Facility Beneficiaries;

(e)        Norwegian opinion

an opinion of Wiersholm Mellbye & Bech,advokatfirma AS, special legal advisers in Norway to the Facility Beneficiaries;

(f)         Further opinions

suchfurther opinions as may be required by the Facility Agent in accordance withclause 9.4.

**9****          Process agents**

Acopy, certified as a true copy by that Obligor’s solicitors or by such otherperson as may be acceptable to the Facility Agent, of a letter from thatObligor’s process agent for service of proceedings accepting its appointmentunder clause 18.2 (if applicable) and under each other Facility Documentin which it is or is to be appointed as that Obligor’s process agent.

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**10****        Registration**

Suchstatutory forms duly signed by all or any of the Obligors as may be required toperfect the security contemplated by the Facility Documents.

**11****        Assigned HedgingAgreements**

Confirmationfrom the Bluewater Agent that the Borrowers will no later than thirty (30) daysafter the Closing Date enter into Acceptable Hedging Arrangements.

**12****        Technical Consultant**

TheTechnical Consultant has been appointed and has provided to the Facility Agentan initial report satisfactory to the Facility Agent (acting on theinstructions of the Majority Banks) in relation to the Ettrick Projectincluding, without limitation, confirmation of the feasibility of the projectschedule and Initial Budget relating thereto.

**13****        Fair Market Value**

EachFPSO Valuer has produced and submitted to the Facility Agent a valuation ascontemplated in clause 15.2.1(a), and the Facility Agent has received from theBluewater Agent a certificate of the Fair Market Value of each item ofEquipment as contemplated by clause 15.2.2.

**14****        Initial Budgets**

TheInitial Budget relating to the Ettrick Project, showing a projected ProjectCost not in excess of four hundred and fifty million Dollars ($450,000,000).

**15****        Quiet Enjoyment**

Eachof the Quiet Enjoyment Letters, in each case executed by the Field Operator ofthe Contract to which that Quiet Enjoyment Letter relates.

**16****        Escrow Agreement andRelease Deed**

Acopy of each of the Escrow Agreement and Release Deed, in each case dulyexecuted by each of the parties thereto.

**17****        Netting Arrangements**

Acopy of the document or agreement setting out the Netting Arrangements, and theFacility Agent shall have approved the same.

**18****        Amendments Certificates**

Eachof the Amendments Certificates duly signed by the Bluewater Agent and completewith attachments.

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Part 2

**1**          Evidence of applicationof Advance

Suchevidence as the Facility Agent may reasonably require that the Advance will beused by the relevant Borrower for the purpose permitted by the terms of thisAgreement and that the Obligors are in full compliance with all terms andconditions of the Facility Documents.

**2**          Evidence of compliancewith Notes

Suchevidence as the Facility Agent may reasonably require that the Bluewater GroupMembers, Aurelia Energy and Bluewater Finance are in full compliance with allterms and conditions of the documentation relating to the Notes, that theAdvance is permitted by such terms and conditions and that the Advance willqualify as senior indebtedness (howsoever referred to) under and for allpurposes of such documentation.

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Part 3

**1**          Technical Consultant

TheTechnical Consultant in relation to any Unit Project has been appointed and hasprovided to the Facility Agent an initial report satisfactory to the FacilityAgent (acting on the instructions of the Majority Banks) in relation to therelevant Unit Project including, without limitation, confirmation of thefeasibility of the project schedule and Initial Budget relating thereto.

**2**          Construction Contracts

TheSecurity Trustee is satisfied that the benefit of each Construction Contractwhich has at the relevant time been entered into has been effectively assignedto the Security Trustee as security for the Secured Obligations.

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**Schedule 4Reduction Schedule**
| **Repayment  Date  (Quarter)** | ** ** | **$ Reduction (from $850,000,000)  $000,000** |
|--------------------------------|------------|----------------------------------------------------|
|                           | ** ** | ** **                                         |
| 15 September  2008             |       | 42,857,143                                         |
| 15 December 2008               |       | 42,857,143                                         |
| 15 March 2009                  |       | 42,857,143                                         |
| 15 June 2009                   |       | 42,857,143                                         |
| 15 September  2009             |       | 42,857,143                                         |
| 15 December 2009               |       | 42,857,143                                         |
| 15 March 2010                  |       | 42,857,143                                         |
| 15 June 2010                   |       | 42,857,143                                         |
| 15 September  2010             |       | 42,857,143                                         |
| 15 December 2010               |       | 42,857,143                                         |
| 15 March 2011                  |       | 42,857,143                                         |
| 15 June 2011                   |       | 42,857,143                                         |
| 15 September  2011             |       | 42,857,143                                         |
| 15 December 2011               |       | 42,857,143                                         |

 

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**Schedule 5Project Expenditure Certificate**

To:      [Name and address ofFacility Agent]

**[**                                **]**

I,[                                      ], being the [President] [Project Manager][Project Services Manager] [Vice President, Finance and Administration] [JuniorTreasurer] [Controller] of Bluewater Energy Services B.V. as agent of [*name of Borrower*], certify as follows:

1              ProjectExpenditure incurred to date in relation to the [Ettrick Project] [Unit Project·](a) is in aggregate $[    ]; and (b) which has notpreviously been included in any Project Expenditure Certificate is$[                         ].

2              Attachedare invoices or other documentation in respect of such of the ProjectExpenditure referred to in paragraph 1 above which evidence that the amountsreferred to therein either have been paid or are, at the date of thisCertificate, due and payable.

3              Attachedis an updated Forecast for the [Ettrick Project] [Unit Project ·].

4              Theinformation set out in this Certificate and the invoices or other documentationattached hereto are, to the best of my knowledge and belief, true and accurate.

Words and expressionsdefined in the Revolving Credit Facility Agreement dated[                         ],2006 shall bear the same meanings when used herein.

This Certificate isgoverned by and shall be construed in accordance with the laws of England andWales.
|                                                           |   |   |   |
|----------------------------------------------------------------|--------|--------|--------|
| for and on behalf of                                           |
| Bluewater Energy Services B.V. as agent of*[name of Borrower]* |

 

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**Schedule 6Transfer Certificate**

(referred to inclause 16.4)

***[Banksare advised not to employ Transfer Certificates without first ensuring that thetransaction complies with all applicable laws and regulations.***

To:**      [**Name of Facility Agent**]**

·

TransferCertificate

This Transfer Certificaterelates to the Revolving Credit Facility Agreement dated **[**                         **]**, 2006 (the “**Agreement**”).  Words and expressions defined in theAgreement shall have the same meanings in this Transfer Certificate.

1              **[*Name of Existing Bank*]** (the “**Existing Bank**”) confirms the accuracy of the summary of itsCommitment and its Contribution set out in the schedule to this TransferCertificate.

2              Eachof the Existing Bank and **[*Name ofTransferee*]** (the “**Transferee**”)requests the Facility Agent (on behalf of itself, the Borrowers, theGuarantors, the Banks and the other parties to the Agreement and the Deed ofProceeds and Priorities) to accept this Transfer Certificate as being deliveredto the Facility Agent pursuant to and for the purposes of clause 16.4 ofthe Agreement and clause 16.3 of the Deed of Proceeds and Priorities, soas to take effect in accordance with its terms on **[**             **]**[*to be not less than five (5) Banking Days afterdelivery to the Facility Agent*] (the “**EffectiveDate**”).

3              Witheffect from the Effective Date, the Existing Bank transfers to the Transfereeabsolutely all rights and interests (present and future, actual and contingent)which the Existing Bank has as a Bank under or by virtue of the Agreement andeach of the other Facility Documents to which it is a party in relation to theportion of its Commitment and the portion of its Contribution respectivelyspecified in the schedule to this Transfer Certificate and, by virtue ofthis Transfer Certificate and clause 16.4 of the Agreement, the Transferoris discharged entirely from the portion of its Commitment specified in theschedule to this Transfer Certificate.

4              The Transfereeconfirms that:

(a)           ithas received a copy of the Agreement and each of the other Facility Documentsand all other documentation and information required by it in connection withthe transactions contemplated by this Transfer Certificate;

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(b)           ithas made and will continue to make its own assessment of the legality,validity, effectiveness, adequacy and enforceability of the Agreement, theother Facility Documents and this Transfer Certificate and has not relied andwill not rely on any of the Existing Bank, the Arranger, the Facility Agent andthe Security Trustee or on any statements made by any of them in that respect;

(c)           ithas made and will continue to make its own assessment of the financialcondition of the Obligors and has not relied and will not rely on any of theExisting Bank, the Arranger, the Facility Agent and the Security Trustee or onany statements made by any of them in that respect;

(d)           accordingly,none of the Existing Bank, the Arranger, the Facility Agent and the SecurityTrustee shall have any liability or responsibility to the Transferee in respectof any of the foregoing matters; and

(e)           itis a Qualifying Bank.

5              Theexecution of this Transfer Certificate by the Transferee constitutes itsrepresentation and warranty to the Existing Bank and each of the other partiesto the Agreement and the Deed of Proceeds and Priorities that it has power tobecome a party to the Agreement and the Deed of Proceeds and Priorities as aBank on the terms herein and therein set out and has taken all necessary stepsto authorise the execution and delivery of this Transfer Certificate.

6              TheExisting Bank makes no representation or warranty and assumes no responsibilityor liability with respect to the legality, validity, effectiveness, adequacy orenforceability of any of the Agreement, the other Facility Documents and thisTransfer Certificate and assumes no responsibility or liability for thefinancial condition of the Obligors or any of them or for the performance byany Obligor of its obligations under the Facility Documents and any and allsuch representations and warranties, whether express or implied by law orotherwise, are hereby excluded and waived by the Transferee.

7              TheTransferee hereby covenants to each of the Existing Bank, the Borrowers, theGuarantors and the Facility Agent and each of the other parties to theAgreement and the Deed of Proceeds and Priorities that it will perform inaccordance with their terms all obligations which by the respective terms ofthe Agreement, the Deed of Proceeds and Priorities and this TransferCertificate will be assumed by it after acceptance (by countersignature) ofthis Transfer Certificate by the Facility Agent and, if not already a Bank,appoints the Facility Agent to act as its facility agent and the SecurityTrustee to act as its security trustee as provided in, and in accordance withthe provisions of, clause 22 of the Agreement and the Deed of Proceeds andPriorities respectively and agrees to be bound by the terms of each of theAgreement and the Deed of Proceeds and Priorities.

8              TheTransferee acknowledges that the Existing Bank has no obligation to repurchaseor reacquire all or any of the rights, interests and obligations transferred byvirtue of this Transfer Certificate or to indemnify or compensate theTransferee for any losses suffered by the Transferee as a consequence of thetransfer effected by virtue of this Transfer Certificate.

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9              The Existing Bank:

(a)           warrantsto the Transferee and each of the other parties to the Agreement and the Deedof Proceeds and Priorities that it has taken all necessary steps to authorisethe execution and delivery of this Transfer Certificate;

(b)           warrantsto the Transferee that this Transfer Certificate is binding on the ExistingBank under the laws (i) of England and Wales, (ii) under which the ExistingBank is incorporated, and (iii) of the jurisdiction in which its lending officeis located; and

(c)           agreesthat it will, at its own expense, execute all and any documents which theTransferee reasonably requests in order to perfect in any Relevant Jurisdictionthe Transferee’s title by virtue of this Transfer Certificate or for a similarpurpose.

10            Bythe execution of this Transfer Certificate on their behalf by the FacilityAgent and in reliance upon the representations and warranties of theTransferee, each of the Borrowers, the Guarantors, the Bluewater Agent, theFacility Agent, the Security Trustee, the Banks and each of the other parties tothe Agreement and the Deed of Proceeds and Priorities:

#### (a)           accept the Transfereeas a party (as a Bank) to the Agreement and the Deed of Proceeds and Prioritieswith respect to all rights, interests and obligations which by the terms of theAgreement, the Deed of Proceeds and Priorities and this Transfer Certificatewill be assumed by the Transferee (including, without limitation, thoseprovisions in relation to pro-rata sharing and the exclusion of liability onthe part of, and the indemnification of, the Facility Agent and the SecurityTrustee) after acceptance (by countersignature) of this Transfer Certificate bythe Facility Agent; and

#### (b)           expressly agree thatall Encumbrances securing the obligations of any Obligor, and the obligationsand liabilities of the Guarantor under the Facility Guarantee, are each herebyfully preserved and extended and shall continue in full force and effectnotwithstanding this Transfer Certificate and the transfer hereby contemplated.

11            Therepresentations, warranties, confirmations, agreements and covenants of theTransferee in this Transfer Certificate are given to, and for the benefit of,each of the other parties to the Agreement, the Deed of Proceeds and Prioritiesand the other Facility Documents.

12            ThisTransfer Certificate is governed by and shall be construed in accordance withthe laws of England and Wales.

***Note:******  This Transfer Certificate is nota security, bond, note, debenture, investment or similar instrument.  The execution of this Transfer Certificatealone may not transfer a proportionate share of the Existing Bank’s interest inthe security constituted by the Facility Documents in the Existing Bank’s orthe Transferee’s jurisdiction.  It is theresponsibility of each individual Bank to ascertain whether any other documentsare required to perfect a transfer of such a share in the Existing Bank’sinterest in such***

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*** security in any such jurisdiction and, if so,to seek appropriate advice and arrange for execution of the same.***

**IN WITNESS WHEREOF**this Transfer Certificate has been executed as a Deed and delivered by theparties hereto on the date appearing below.

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**TheSchedule**
| **Contribution  ($)** | ** ** | **Next Rollover Date(s)** | ** ** | **Portion  transferred  ($)** |
|-----------------------|------------|---------------------------|------------|-------------------------------|
|                  |       |                      |       |                          |
| ·                |       | ·                    |       | ·                        |

 
| **Commitment  ($)** | ** ** | **Next Rollover Date(s)** | ** ** | **Portion  transferred  ($)** |
|---------------------|------------|---------------------------|------------|-------------------------------|
|                |       |                      |       |                          |
| ·              |       | ·                    |       | ·                        |   |
|                     |            |                           |            |                               |  |  |

 

AdministrativeDetails of Transferee
| Lending office:        |
|------------------------|
|                   |
| Account for  payments: |
|                   |
| Telephone:             |
|                   |
| Fax:                   |
|                   |
| Attention:             |
|                   |
|                   |
| Dated:                 |   |   |

 

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** **
| **EXECUTED**as a**DEED**                        | )      |
|-------------------------------------------------|--------|
| for and on behalf of                            | )      |
| ***[Existing Bank]***                           | )      |
| by                                              | )      |
| its duly authorised attorney-in-fact            | )      |
| in the presence of:                             | )      |
|                                            |   |
|                                            |   |
| **EXECUTED**as a**DEED**                        | )      |
| for and on behalf of                            | )      |
| ***[Transferee]***                              | )      |
| by                                              | )      |
| its duly authorised attorney-in-fact            | )      |
| in the presence of:                             | )      |
|                                            |   |
|                                            |   |
| **EXECUTED**as a**DEED**                        | )      |
| for and on behalf of                            | )      |
| ***[Facility Agent]***  on behalf of itself and | )      |
| each of the Borrowers, the Bluewater Agent,     | )      |
| the Guarantors, the Security Trustee            | )      |
| and each of the other parties to the            | )      |
| Agreement and the Deed of Proceeds              | )      |
| and Priorities by                               | )      |
| its duly authorised attorney-in-fact            | )      |
| in the presence of:                             | )      |

 

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**Schedule 7**Credit AgreementSupplemental Agreement

**THISCREDIT AGREEMENT SUPPLEMENTAL AGREEMENT** is dated[                            ]and is made **BETWEEN**:

(1)                                  **BLUEWATER ENERGY SERVICES B.V.**, a company incorporated under the laws ofthe Netherlands, with company number 34088044, whose registered office is atMarsstraat 33, 2132 HR, Hoofddorp, The Netherlands (the “**Bluewater Agent**”);

(2)                                  **[                                         ]**,a company incorporated under the laws of[                                ],with company number[                           ],whose registered office is at [                                   ](the “**Additional Borrower**”); and

(3)                                  **[                                        ]**, a company incorporated under thelaws of [                            ],acting through its office at[                                        ] (the “**Facility Agent**”).

**WHEREAS:**

Pursuant toclause 21.6 of the Revolving Credit Facility Agreement (“**Facility Agreement**”) dated[                         ],2006, the Bluewater Agent has requested, and the Banks have agreed, that theAdditional Borrower shall become a Borrower upon and subject to the terms andconditions set out herein.

**IT ISHEREBY AGREED** as follows:

**1**                               Definitions

In this Agreement, words and expressions defined inthe Facility Agreement (whether expressly or by reference to above document oragreement or otherwise) shall, unless otherwise defined in this Agreement, orthe context otherwise requires, have the same meanings when used in this Agreementand:

[“**Additional Account Charges**”means [    ];

“**Additional FacilityDocuments**” means together this Agreement and each [GeneralAssignment Supplemental Deed and] [Additional Account Charge] [Additional SharePledge] and DPP Supplemental Deed;

“**Additional Notices ofAssignment**” means[                    ],in form, substance and terms approved by the Facility Agent;

[“**Additional Share Pledge**”means [                                                                                           ];]

“**Effective Time**”shall be the time determined in accordance with clause 4;

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**2**                               Agreement

Each of the provisions of clauses 1, 7, 17, 18, 19,20 and 24 of the Facility Agreement shall be incorporated by reference in thisAgreement as if set out in full, mutatis mutandis, in this Agreement.  Pursuant to clause 21.6 of the Facility Agreement,the Facility Agent is a party to this Agreement on behalf of itself and asagent of each of the Banks, the Arranger and the Security Trustee.  Pursuant to clause 1.5 of the Facility Agreement,the Bluewater Agent is a party to this Agreement as agent of each of theBorrowers, and is also a party to this Agreement on behalf of itself.

**3**                               Representations andwarranties

The Bluewater Agent and the Additional Borrower representsand warrants to the Facility Agent in the terms of clause 7 of the FacilityAgreement, as incorporated by reference herein pursuant to clause 2 above,as at the date hereof and as at the Effective Time as if those representationsand warranties were made with respect to the facts and circumstances existingat the date hereof and at that time respectively.

**4**                               Effective Time

The Effective Time shall be the time (as notified bythe Facility Agent to the Bluewater Agent) at which the Facility Agent hasreceived, in form and substance satisfactory to each of the FacilityBeneficiaries:

(a)                        anoriginal of each of the Additional Facility Documents, each duly executed byeach of the parties thereto;

(b)                       each of thedocuments and evidence specified in Part 1 of schedule 3 to the Agreement(other than that specified in paragraphs 3, 12, 14, 16 and 17 thereof) asif all references therein to (i) the Borrowers were to the Additional Borrower,and (ii) to the Facility Documents were to the Additional Facility Documents,and as if, in relation to paragraph 8 thereof, the opinions referred towere those of relevant counsel in (a) The Netherlands Antilles, (b) eachjurisdiction under whose laws all or any of the Bluewater Agent, the AdditionalBorrower, each party to all or any of the Additional Facility Documents andeach party to all or any of the Assigned Documents is incorporated or by whichall or any of the Additional Facility Documents and the Assigned Documents areexpressed to be governed.

**5**                               Additional Borrower

It is hereby agreed and acknowledged that, as of andwith effect from the Effective Time, the Additional Borrower shall be aBorrower and shall accede to and become bound by all of the terms andconditions of the Facility Agreement.

**INWITNESS WHEREOF** this Agreement****hasbeen duly executed by the parties hereto on the date first above written.
| **Bluewater Agent**                   |   |
|---------------------------------------|--------|
| ** **                            |   |
| **SIGNED**                            |   |
| for and on  behalf of                 |   |
| **BLUEWATER  ENERGY SERVICES B.V.**   |   |
| by                                    |   |
| its duly  authorised attorney-in-fact |   |

 

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| **Additional Borrower**                                                                                                                                                                                                                                                                                                                                         |       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                                      |       |
| **SIGNED**                                                                                                                                                                                                                                                                                                                                                      |       |
| for and on  behalf of                                                                                                                                                                                                                                                                                                                                           |       |
| **[                                                                      ]** |       |
| by                                                                                                                                                                                                                                                                                                                                                              |       |
| its duly  authorised attorney-in-fact                                                                                                                                                                                                                                                                                                                           |       |
|                                                                                                                                                                                                                                                                                                                                                            |       |
|                                                                                                                                                                                                                                                                                                                                                            |       |
| **Facility  Agent**                                                                                                                                                                                                                                                                                                                                             |       |
| ** **                                                                                                                                                                                                                                                                                                                                                      |       |
| **SIGNED**                                                                                                                                                                                                                                                                                                                                                      |       |
| for and on  behalf of                                                                                                                                                                                                                                                                                                                                           |       |
| **[                                                ]**                                                          | ** ** |
| by                                                                                                                                                                                                                                                                                                                                                              |       |
| its duly  authorised attorney-in-fact                                                                                                                                                                                                                                                                                                                           |       |

** **

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**Schedule 8Mandatory Cost Formulae**

1.                                 TheMandatory Cost is an addition to the interest rate to compensate Banks for thecost of compliance with (a) the requirements of the Bank of England and/or theFinancial Services Authority (or, in either case, any other authority whichreplaces all or any of its functions) or (b) the requirements of the EuropeanCentral Bank.

2.                                 Onthe first day of each Interest Period (or as soon as possible thereafter) theFacility Agent shall calculate, as a percentage rate, a rate (the “**Additional Cost Rate**”) for each Bank, in accordance with theparagraphs set out below.  The MandatoryCost will be calculated by the Facility Agent as a weighted average of theBanks’ Additional Cost Rates (weighted in proportion to the percentageparticipation of each Bank in the relevant Advance) and will be expressed as apercentage rate per annum.

3.                                 TheAdditional Cost Rate for any Bank lending from an office in a ParticipatingMember State will be the percentage notified by that Bank to the FacilityAgent.  This percentage will be certifiedby that Bank in its notice to the Facility Agent to be its reasonabledetermination of the cost (expressed as a percentage of that Bank’sparticipation in all Advances made from that office) of complying with theminimum reserve requirements of the European Central Bank in respect of loansmade from that office.

4.                                 TheAdditional Cost Rate for any Bank lending from an office in the United Kingdomwill be calculated by the Facility Agent as follows:
|  | per cent. per annum. |
|--|----------------------|

 

E                              isdesigned to compensate Banks for amounts payable under the Fees Rules and iscalculated by the Facility Agent as being the average of the most recent ratesof charge supplied by the Reference Banks to the Facility Agent pursuant toparagraph 6 below and expressed in pounds per £1,000,000.

5.                                 Forthe purposes of this Schedule:

(a)                                      “**Eligible Liabilities**” and “**SpecialDeposits**” have the meanings given to them from time to time under orpursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bankof England;

(b)                                     “**Fees Rules**” means the rules on periodic fees contained inthe FSA Supervision Manual or such other law or regulation as may be in forcefrom time to time in respect of the payment of fees for the acceptance ofdeposits;

(c)                                      “**Fee Tariffs**” means the fee tariffs specified in the FeesRules under the activity group A.1 Deposit acceptors (ignoring any minimum feeor zero rated fee required pursuant to the Fees Rules but taking into accountany applicable discount rate); and

(d)                                     “**Tariff Base**” has the meaning given to it in, and will becalculated in accordance with, the Fees Rules.

6.                                Ifrequested by the Facility Agent, each Reference Bank shall, as soon aspracticable after publication by the Financial Services Authority, supply tothe Facility Agent, the rate of charge payable by that Reference Bank to theFinancial Services Authority pursuant to the Fees Rules in respect of therelevant financial year of the Financial Services Authority (calculated forthis purpose by that Reference Bank as being the average of the Fee Tariffsapplicable to that Reference Bank for that financial year) and expressed inpounds per £1,000,000 of the Tariff Base of that Reference Bank.

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7.                                 EachBank shall supply any information required by the Facility Agent for thepurpose of calculating its Additional Cost Rate.  In particular, but without limitation, eachBank shall supply the following information on or prior to the date on which itbecomes a Bank:

(a)                                      thejurisdiction of its lending office; and

(b)                                     anyother information that the Facility Agent may reasonably require for suchpurpose.

Each Bank shallpromptly notify the Facility Agent of any change to the information provided byit pursuant to this paragraph.

8.                                 Therates of charge of each Reference Bank for the purpose of E above shall bedetermined by the Facility Agent based upon the information supplied to itpursuant to paragraphs 6 and 7 above and on the assumption that, unless a Banknotifies the Facility Agent to the contrary, each Bank’s obligations inrelation to cash ratio deposits and Special Deposits are the same as those of atypical bank from its jurisdiction of incorporation with a lending office inthe same jurisdiction as its lending office.

9.                                 TheFacility Agent shall have no liability to any person if such determinationresults in an Additional Cost Rate which over or under compensates any Bank andshall be entitled to assume that the information provided by any Bank orReference Bank pursuant to paragraphs 3, 6 and 7 above is true and correct inall respects.

10.                           TheFacility Agent shall distribute the additional amounts received as a result ofthe Mandatory Cost to the Banks on the basis of the Additional Cost Rate foreach Bank based on the information provided by each Bank and each ReferenceBank pursuant to paragraphs 3, 6 and 7 above.

11.                           Anydetermination by the Facility Agent pursuant to this Schedule in relation to aformula, the Mandatory Cost, an Additional Cost Rate or any amount payable to aBank shall, in the absence of manifest error, be conclusive and binding on allObligors and Facility Beneficiaries.

12.                           TheFacility Agent may from time to time, after consultation with the BluewaterAgent and the Banks, determine and notify to all Obligors and FacilityBeneficiaries any amendments which are required to be made to this Schedule inorder to comply with any change in law, regulation or any requirements fromtime to time imposed by the Bank of England, the Financial Services Authorityor the European Central Bank (or, in any case, any other authority whichreplaces all or any of its functions) and any such determination shall, in theabsence of manifest error, be conclusive and binding on all Obligors andFacility Beneficiaries.

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**Schedule 9Definitions**

“**AccelerationEvent**” means any of the events and circumstances described inclause 4.3 of the Credit Agreement;

“**AccelerationNotice**” means any written notice issued by the Facility Agent to theBorrowers pursuant to clause 4.4 or clause 10.2 of the CreditAgreement;

“**AcceptableBank**” means:

(a)                        a bank orfinancial institution which has a rating for its long-term unsecured andnon-credit enhanced debt obligations of A-1 or higher by Standard & Poor’sRating Services or Fitch Rating Ltd., or P-1 or higher by Moody’s InvestorServices Limited, or a comparable rating from an internationally recognisedcredit rating agency, or

(b)                       any otherbank or financial institution approved by the Facility Agent acting on theinstructions of the Majority Banks;

“**AcceptableHedging Arrangements**” means interest hedging documents andtransactions entered into by any Borrower, in amounts and on terms sufficientand appropriate to control the Borrower’s potential exposure, for the whole ofthe Facility Security Period, to future variations in interest rates in respectof an amount which is not less than sixty per cent (60%) of the amount of theCredit from time to time;

“**Accessories**”means appliances, parts, accessories, fittings, instruments, machinery,modules, components, equipment, supplies, installations and other facilities ormaterials including, without limitation, Flow Lines and Risers;

“**Account Bank**”means ING Bank N.V., acting through its Amsterdam head office, and includes itssuccessors in title;

“**AccountCharges**” means the BNV Account Charge, the BOL Account Charge, theBGD Account Charge, the BUK Account Charge, the BFP Account Charge, the BBHAccount Charge, the BM Account Charge, the LDC Account Charge, the BHB AccountCharge, the PPC Account Charge, the BAM Account Charge, the BEP Account Charge,the Collection Account Charge and each Additional Account Charge, or, as thecontext may require, any of them;

“**AdditionalAccount Charge**” means, in relation to any Additional Obligor with anAdditional Assigned Account, the account charge in respect of that AdditionalAssigned Account between that Additional Obligor and the Security Trustee, inthe Agreed Form;

“**AdditionalAssigned Account**” means, in relation to any Additional Obligor whois party to a Payment  Document, thataccount or, as the case may be, those accounts of that Additional Obligor withthe Account Bank with that designation or, as the case may be, thosedesignations and that account number or, as the case may be, those accountnumbers each of which is detailed in the Additional Account Charge entered intobetween that Additional Obligor and the Security Trustee, and includes anyredesignation and sub-accounts thereof;

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“**AdditionalAssigned Documents**” means, in relation to any Equipment, each Lease,each Contract and each other deed, document, agreement and other instrumentwhich is detailed (as an Additional Assigned Document) in any Credit AgreementSupplemental Agreement or Guarantee Accession Deed which relates to thatEquipment or which the parties thereto otherwise agree, with the consent of theMajority Banks, is to be an Additional Assigned Document;

“**AdditionalBorrower**” means any Bluewater Group Member which becomes anAdditional Borrower pursuant to and as contemplated by clause 21.6 of theCredit Agreement;

“**AdditionalGuarantor**” means any Bluewater Group Member which becomes anAdditional Guarantor pursuant to and as contemplated by clause 8.3.2, 21.7 or21.9 of the Credit Agreement;

“**AdditionalNotices of Assignment**” means, in relation to any Equipment, anydocument which is detailed (as an Additional Notice of Assignment) in anyCredit Agreement Supplemental Agreement or Guarantee Accession Deed whichrelates to that Equipment;

“**AdditionalObligor**” means any Additional Borrower and any Additional Guarantor;

“**AdditionalShare Pledge**” means in relation to any Additional Obligor, eachdocument (if any) which is detailed (as an Additional Share Pledge) in anyCredit Agreement Supplemental Agreement or Guarantee Accession Deed in relationto that Additional Obligor;

“**Advance**”means the principal amount of each borrowing of a portion of the Commitmentsor, as the context may require, the principal amount of that borrowing for thetime being outstanding and includes, for the avoidance of doubt, the InitialAdvance and each Further Advance;

“**Affiliate**”means, in relation to any person (i) any Related Company of that person,or (ii) any company or other person in which that person or any Related Companyof that person directly or indirectly owns, or is interested in, more thantwenty per cent (20%) but no more than fifty per cent (50%) of the voting sharecapital (or equivalent right of ownership);

“**AggregateFair Market Value**” means, at any time, the aggregate of the mostrecent (at that time) Fair Market Value of the Vessels produced pursuant toclause 15.2 of the Credit Agreement;

“**Agreed Form**”means, in relation to any document, that document in form, substance and termsapproved in writing by the Facility Agent (acting on the unanimous instructionsof the Banks) or otherwise in accordance with such other approval proceduredetailed in any relevant provision of any Facility Document;

“**AHL**”means Hess Limited (formerly known as Amerada Hess Limited) a companyincorporated under the laws of England and Wales, with company number 807346,whose registered office is at Level 9, The Adelphi Building, 1-11 John AdamStreet, London WC2N 6AG, England;

“**amend**”means to amend, vary, supplement, extend or renew, and “**amended**”and  “**amendment**”shall be construed accordingly;

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“**AmendmentsCertificate**” means, in relation to any Current Contract, thecertificate issued by the Bluewater Agent and dated the Closing Date confirmingthat the only amendments made to that Current Contract on or prior to theClosing Date are those evidenced by the documents attached to that certificate;

“**Aoka MizuAssigned Documents**” means together (i) the Aoka Mizu Lease (ii) theAoka Mizu Contract, (iii) the Economic Documents to the extent that they relateto any of the foregoing, and (iv) any Additional Assigned Documents in relationto the Aoka Mizu Vessel, and all references to the Aoka Mizu Assigned Documentsinclude a reference to each or any of them (as the context may require);

“**Aoka MizuContract**” means (i) the Current Aoka Mizu Nexen Contract, and (ii)all and any other contracts, agreements or arrangements for the use, charteringor commercial operation of the Aoka Mizu Vessel or any part thereof and anyguarantee or other security for the performance of any of the obligations underany of what is referred to in paragraphs (i) or (ii) above;

“**Aoka MizuLease**” means (i) the bareboat charter entered into between BAM andBEP in relation to the Aoka Mizu Vessel and (ii) all and any other contracts,agreements, arrangements or charters for the chartering, leasing or bailment ofthe Aoka Mizu Vessel by the Owner thereof and any guarantee or other securityfor the performance of any of the obligations under any of what is referred toin paragraphs (i) or (ii) above;

“**Aoka MizuOperating Fees**” means the monies referred to in paragraph 2 of theNotice of Assignment issued in respect of the Current Aoka Mizu Nexen Contract,and in relation to any other Aoka Mizu Contract, any monies of a similar naturethereto, as agreed between the Bluewater Agent and the Facility Agent (eachacting reasonably);

“**Aoka MizuQuiet Enjoyment Letter**” means the letter(s) of quiet enjoyment mostrecently issued by the Facility Agent to the Field Operator of the Aoka MizuContract, in relation to the Aoka Mizu Vessel, in the Agreed Form;

“**Aoka Mizu****Vessel**” means (i) the vessel m.v. “AokaMizu” registered in The Netherlands Antilles at the port of Willemstad,Curaçao, in the Ship Register (*Scheepsregister*)at the Office of the Registrar of Ship Documents (*Kantoor vande bewaring der Scheepsbewijzen*), with registration number 1999-C-1615,and (ii) any and all Accessories whatsoever allocated to, appropriated for,installed in, attached to or otherwise relating to that vessel or any partthereof, in each case whether or not installed in, attached to or on board thatvessel, and all references to the Aoka Mizu Vessel include a reference to eachor any part thereof (as the context may require);

 “**Approved Brokers**”means such firm or firms of insurance brokers as may from time to time beapproved as such in writing by the Security Trustee;

“**Arranger**”means ING Bank N.V., acting as mandated lead arranger, and includes its successorsin title;

“**assets**”means all or any part of any present and future business, undertaking, assets,rights and revenues;

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“**Assigned****Account**”:

(a)                        of BNV,means the BNV Assigned Account;

(b)                       of BOL,means the BOL Assigned Account;

(c)                        of BGD,means the BGD Assigned Account,

(d)                       of BUK,means the BUK Assigned Account,

(e)                        of BFP,means the BFP Assigned Account,

(f)                          of BBH,means the BBH Assigned Account,

(g)                       of BM,means the BM Assigned Account,

(h)                       of LDC,means the LDC Assigned Account,

(i)                           of BHB,means the BHB Assigned Account,

(j)                           of PPC,means the PPC Assigned Account;

(k)                        of BAM,means the BAM Assigned Account;

(l)                           of BEP,means the BEP Assigned Account;

(m)                     of BH, meansthe Collection Assigned Account;

(n)                       of anyAdditional Obligor, means the Additional Assigned Account of that AdditionalObligor,

and means together eachof the foregoing;

“**AssignedAccount Documents**” means, in relation to any Assigned Account, allcertificates of deposit, deposit receipts and other instruments and securitiesrelating to that Assigned Account and the Assigned Monies in relation to thatAssigned Account or any of them, and means together all certificates ofdeposit, deposit receipts and other instruments and securities relating to eachof the Assigned Accounts and all of the Assigned Monies;

“**AssignedDocuments**” means, (i) in relation to any Equipment, together each ofthe Current Assigned Documents in relation to that Equipment as from time totime amended, and each New Contract from time to time entered into, in relationto any thereof, (ii) in relation to the Ettrick Project, each ConstructionContract from time to time entered into, and (iii) each Assigned HedgingAgreement, and means together all of the foregoing in relation to all of thatEquipment;

“**AssignedHedging Agreements**” means each of the Acceptable HedgingArrangements from time to time entered into by any Borrower, and means togethereach of those Acceptable Hedging Arrangements;

“**AssignedMonies**” means, in relation to any Assigned Account, all monies fromtime to time credited to, and for the time being standing to the credit of,that Assigned Account and all

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interest and otheramounts from time to time payable in respect of, or accruing to, that AssignedAccount, and means together all monies from time to time credited to, and forthe time being standing to the credit of, each of the Assigned Accounts;

“**AssignedProperty**” of any Obligor, means all of that Obligor’s rights, title,interest and benefit (present and future, actual and contingent), includingthat Obligor’s rights to receive monies and make claims for damages, and anysales agency and termination rights of that Obligor, in, to, under and pursuantto:

(a)                        theAssigned Documents to which that Obligor is a party,

(b)                       thoseEarnings payable to, or otherwise received by, that Obligor,

(c)                        theAssigned Account in relation to that Obligor,

(d)                       theAssigned Monies in relation to that Assigned Account,

(e)                        theAssigned Account Documents in relation to that Assigned Account,

(f)                          theInsurances,

(g)                       the RequisitionCompensation,

(h)                       the HedgingReceipts, and

(i)                           allAssigned Property Proceeds,

“**AssignedProperty****Proceeds**”means, in relation to any Equipment, all and any monies, property and otherassets representing or deriving from all or any of the Secured Property inrelation to that Equipment and the Security in relation to that Equipment, butexcludes (for the avoidance of doubt) all and any monies received or recoveredby any Beneficiary which represent Losses paid, suffered or incurred by thatBeneficiary and in respect of which that Beneficiary is entitled, under orpursuant to any Security Document, to be indemnified by any Obligor;

“**AureliaEnergy**” means (i) Aurelia Energy N.V., a company incorporated underthe laws of The Netherlands Antilles, with company number 65489, whoseregistered office is at Landhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao,The Netherlands Antilles, and includes its successors in title and (ii) for thepurposes of the definition of “Operating Leverage” and any other definitionsused or referred to therein, Aurelia Energy N.V. treated on a consolidatedbasis with all its Related Companies, as shown at any relevant time in the mostrecent financial statements;

“**AureliaHolding**” means Aurelia Holding N.V., a company incorporated or, asthe context may require, to be incorporated under the laws of The NetherlandAntilles with company number 99707 for the sole purpose of acquiring the wholeof the issued share capital of Aurelia Energy, whose registered office is orwill be at Landhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao, TheNetherlands Antilles;

“**BAM**”means Bluewater (Aoka Mizu) N.V., (formerly known as Bluewater (New Hull) N.V.)a company incorporated under the laws of The Netherlands Antilles, with company

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number 78013, whoseregistered office is at Kaya Richard J. Beaujon z/n, Curaçao,  The Netherlands Antilles;

“**BAM AccountCharge**” means the account charge entered into or to be entered intoby BAM in favour of the Security Trustee in relation to the BAM AssignedAccount, in the Agreed Form;

“**BAM AssignedAccount**” means the interest bearing Dollar account of BAM with theAccount Bank designated “BAM Assigned Account” with account number 02.01.42.706,and includes any redesignation and sub-accounts thereof;

“**BAM Mortgage**”means the mortgage over the Aoka Mizu Vessel executed or, as the context mayrequire, to be executed by BAM in favour of the Security Trustee, in the AgreedForm;

“**BAM SharePledge**” means the pledge over all of the shares of BAM executed or,as the context may require, to be executed by BAM and BFB in favour of theSecurity Trustee, in the Agreed Form;

“**Banking Day**”means any day, other than a Saturday or Sunday or holiday scheduled by law, onwhich banks are open in London, New York and Amsterdam and on which dealings inDollar deposits are carried on in the London Interbank Market;

“**Banks**”means each of the banks and financial institutions detailed in schedule 1to the Credit Agreement, and includes the respective successors in title of,and each assignee and Transferee of all or any of the rights and obligationsof, each such bank and financial institution, and all references to the Banksinclude a reference to each or any of them (as the context may require);

“**BBH**”means Bluewater (Bleo Holm) N.V., a company incorporated under the laws of TheNetherlands Antilles, with company number 63982, and having its legal seat inCuraçao, whose registered office is at Landhuis Joonchi, Kaya Richard J.Beaujon z/n, Curaçao, The Netherlands Antilles;

“**BBH AccountCharge**” means the account charge entered into or to be entered intoby BBH in favour of the Security Trustee in relation to the BBH AssignedAccount, in the Agreed Form;

“**BBH AssignedAccount**” means the interest bearing Dollar account of BBH with the AccountBank designated “BBH Assigned Account” with account number 02.00.42.388, andincludes any redesignation and sub-accounts thereof;

“**BBH Mortgage**”means the mortgage over the Bleo Holm Vessel executed or, as the context mayrequire, to be executed by BBH in favour of the Security Trustee, in the AgreedForm;

“**BBH SharePledge**” means the pledge over all of the shares of BBH executed or,as the context may require, to be executed by BBH and BFB in favour of theSecurity Trustee, in the Agreed Form;

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“**BELL**”means Bluewater Equipment Leasing Limited, a company incorporated under thelaws of Malta, with company number C32258, whose registered office is at 48, SqaqNru. 2, Triq ix-Xatt, Pieta’ MSD 08, Malta;

“**Beneficiaries**”means, together the Facility Beneficiaries and each of the Hedging Providers,and all references to the Beneficiaries include a reference to each or any ofthem (as the context may require);

“**BEP**”means Bluewater Ettrick Production (UK) Limited, a company incorporated underthe laws of England and Wales with company number 5734666, whose registeredoffice is at 15 Appold Street, London EC2A 2HB, England;

“**BEP AccountCharge**” means the account charge entered into, or to be enteredinto, by BEP in favour of the Security Trustee in relation to the BEP AssignedAccount, in the Agreed Form;

“**BEP AssignedAccount**” means the interest bearing Dollar account of BEP with theAccount Bank designated “BEP Assigned Account” with account number 02.01.42.692,and includes any redesignation and sub-accounts thereof;

“**BEP SharePledge**” means the pledge over all of the shares of BEP executed or,as the context may require, to be executed by BSU in favour of the SecurityTrustee, in the Agreed Form,

“**BES**”means Bluewater Energy Services B.V., a company incorporated under the laws ofThe Netherlands, with company number 34088044, whose registered office is atMarsstraat 33, 2132 HR, Hoofddorp, The Netherlands;

“**BFB**”means Bluewater Floating Production B.V., a company incorporated under the lawsof The Netherlands, with company number 34130591, whose registered office is atMarsstraat 33, 2132 HR, Hoofddorp, The Netherlands;

“**BFP**”means Bluewater (Floating Production) Limited, a company incorporated under thelaws of England and Wales, with company number 3291793, whose registered officeis at 15 Appold Street, London EC2A 2HB, England;

“**BFP AccountCharge**” means the account charge entered into or to be entered intoby BFP in favour of the Security Trustee in relation to the BFP AssignedAccount, in the Agreed Form;

“**BFP AssignedAccount**” means the interest bearing Dollar account of BFP with theAccount Bank designated “BFP Assigned Account” with account number 02.00.22.158,and includes any redesignation and sub-accounts thereof;

“**BFP SharePledge**” means the pledge over all of the shares of BFP executed or,as the context may require, to be executed by BSU in favour of the SecurityTrustee, in the Agreed Form;

“**BGD**”means Bluewater (Glas Dowr) N.V., a company incorporated under the laws of TheNetherlands Antilles, with company number 73347, and having its legal seat inCuraçao,

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whose registered officeis at Landhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao, The NetherlandsAntilles;

“**BGD AccountCharge**” means the account charge entered into or to be entered intoby BGD in favour of the Security Trustee in relation to the BGD AssignedAccount, in the Agreed Form;

“**BGD AssignedAccount**” means the interest bearing Dollar account of BGD with theAccount Bank designated “BGD Assigned Account” with account number 02.01.42.714,and includes any redesignation and sub-accounts thereof;

“**BGD Mortgage**”means the mortgage over the Glas Dowr Vessel executed or, as the context mayrequire, to be executed by BGD in favour of the Security Trustee, in the AgreedForm;

“**BGD Share Pledge**”means the pledge over all of the shares of BGD executed or, as the context mayrequire, to be executed by BGD and BFB in favour of the Security Trustee, inthe Agreed Form;

“**BH**”means Bluewater Holding B.V., a company incorporated under the laws of TheNetherlands, with company number 34130587, whose registered office is atMarsstraat 33, 2132 HR, Hoofddorp, The Netherlands;

“**BHB**”means Bluewater (Haewene Brim) N.V., a company incorporated under the laws ofThe Netherlands Antilles, with company number 88020, whose registered office isat Landhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao, The NetherlandsAntilles;

“**BHB AccountCharge**” means the account charge entered into or to be entered intoby BHB in favour of the Security Trustee in relation to the BHB AssignedAccount, in the Agreed Form;

“**BHB AssignedAccount**” means the interest bearing Dollar account of BHB with theAccount Bank designated “BHB Assigned Account” with account number 02.00.48.106,and includes any redesignation and sub-accounts thereof;

“**BHB Mortgage**”means the mortgage over the Haewene Brim Vessel executed or, as the context mayrequire, to be executed by BHB in favour of the Security Trustee, in the AgreedForm;

“**BHB SharePledge**” means the pledge over all of the shares of BHB executed or,as the context may require, to be executed by BHB and BFB in favour of theSecurity Trustee, in the Agreed Form;

“**BI**”means Bluewater International B.V., a company incorporated under the laws ofThe Netherlands, with company number 34130590, whose registered office is atMarsstraat 33, 2132 HR, Hoofddorp, The Netherlands, and includes its successorsin title;

“**Bleo HolmAssigned Documents**” means together (i) the Bleo Holm Lease, (ii) theBleo Holm Contract, (iii) the Economic Documents to the extent that they relateto any of the foregoing, and (iv) any Additional Assigned Documents in relationto the Bleo Holm Vessel, and all references to the Bleo Holm Assigned Documentsinclude a reference to each or any of them (as the context may require);

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“**Bleo Holm****Contract**” means (i) the Current BleoHolm Talisman Contract, and (ii) all and any other contracts, agreements orarrangements for the use, chartering or commercial operation of the Bleo HolmVessel or any part thereof and any guarantee or other security for theperformance of any of the obligations under any of what is referred to inparagraphs (i) or (ii) above;

“**Bleo HolmLease**” means (i) the bareboat charter between BBH and BFP in respectof the Bleo Holm Vessel and (ii) all and any other contract, agreements,arrangements or charters for the chartering, leasing or bailment of the BleoHolm Vessel by the Owner thereof and any guarantee or other security for theperformance of any of the obligations under any of what is referred to in paragraphs(i) or (ii) above;

“**Bleo HolmOperating Fees**” means, in respect of the Current Bleo Holm TalismanContract, no monies or payments and, in relation to any other Bleo HolmContract, any monies of a similar nature to the monies referred to in thedefinition of “Glas Dowr Operating Fees”, as agreed between the Bluewater Agentand the Facility Agent (each acting reasonably);

“**Bleo HolmQuiet Enjoyment Letter**” means the letter(s) of quiet enjoyment mostrecently issued by the Facility Agent to the Field Operator of the Bleo HolmContract in relation to the Bleo Holm Vessel, in the Agreed Form;

 “**Bleo Holm Vessel**”means (i) the vessel m.v. “**BLEO HOLM**”registered in The Netherlands Antilles at the port of Willemstad, Curaçao, inthe Ship Register (*Scheepsregister*)at the Office of the Registrar of Ship Documents (*Kantoor vande bewaring der Scheepsbewijzen*), with registration number1997-C-1739, which has been converted into an FPSO, and (ii) any and allAccessories whatsoever allocated to, appropriated for, installed in, attachedto or otherwise relating to that vessel or any part thereof, in each casewhether or not installed in, attached to or on board that vessel, and allreferences to the Bleo Holm Vessel include a reference to each or any partthereof (as the context may require);

“**BluewaterAgent**” means BES, acting as agent of each of the Obligors;

“**BluewaterEnergy**” means Bluewater Energy N.V. (previously called Landis EnergyN.V.), a company incorporated under thelaws of The Netherlands Antilles, with company number 63983, and having itslegal seat in Curaçao, whose registered office is at Landhuis Joonchi,Kaya Richard J. Beaujon z/n, Curaçao, The Netherlands Antilles;

“**BluewaterFinance**” means Bluewater Finance Limited, a company incorporatedunder the laws of the Cayman Islands, with company number CR110746, whoseregistered office is at Ugland House, PO Box 309, South Church Street, GeorgeTown, Grand Cayman, Cayman Islands;

“**Bluewater Group**” means together BH, BOPS,Bluewater Energy and each of the direct and indirect Subsidiaries of BH, butexcluding Bluewater Finance;

“**BluewaterGroup Member**” means each member of the Bluewater Group;

“**BluewaterJoint Venture**” means any joint venture entity, whether a company,unincorporated firm, undertaking, association, joint venture or partnership orany other entity in which:

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(a)                        aBluewater Group Member or Aurelia Energy (the “**Bluewater JVParty**”) participates or invests with a person other than a BluewaterGroup Member or Aurelia Energy (the “**Other JV Party**”);and

(b)                       theBluewater JV Party is not able without the agreement or consent of the Other JVParty to control that joint venture entity by directing its policies andmanagement, whether by contract or otherwise;

(c)                       such jointventure does not own or operate Equipment; and

(d)                       save forthe Notes, such joint venture does not guarantee or otherwise secure any Indebtednessof any other person;

“**Bluewater(Munin) Assigned Documents**” means together (i) the Bluewater (Munin)Lease; (ii) the Bluewater (Munin) Contract, (iii) the Economic Documents to theextent that they relate to any of the foregoing, and (iv) any AdditionalAssigned Documents in relation to the Bluewater (Munin) Vessel, and allreferences to the Bluewater (Munin) Assigned Documents include a reference toeach or any of them (as the context may require);

“**Bluewater(Munin) Contract**” means (i) the Current Bluewater (Munin) StatoilContract, and (ii) all and any other contracts, agreements or arrangements forthe use, chartering or commercial operation of the Bluewater (Munin) Vessel orany part thereof and any guarantee or other security for the performance of anyof the obligations under any of what is referred to in paragraphs (i) or (ii)above;

“**Bluewater(Munin) Lease**” means (i) the bareboat charter entered into betweenBM and LDC in relation to the Bluewater (Munin) Vessel, and (ii) all and anyother contracts, agreements, arrangements or charters for the chartering,leasing or bailment of the Bluewater (Munin) Vessel by the Owner thereof and anyguarantee or other security for the performance of any of the obligations underany of what is referred to in paragraphs (i) or (ii) above;

“**Bluewater(Munin) Operating Fees**” means the monies referred to in paragraph 4of the Notice of Assignment issued in respect of the Current Bluewater (Munin)Statoil Contract, and in relation to any other Bluewater (Munin) Contract, anymonies of a similar nature thereto, as agreed between the Bluewater Agent andthe Facility Agent (each acting reasonably);

“**Bluewater (Munin)Quiet Enjoyment Letter**” means the letter of quiet enjoyment mostrecently issued by the Facility Agent, to the Field Operator of the Bluewater(Munin) Contract, in relation to the Bluewater (Munin) Vessel, in the AgreedForm;

“**Bluewater(Munin) Vessel**” means (i) the vessel m.v. “**MUNIN**”registered in The Netherlands Antilles at the port of Willemstad, Curaçao, inthe Ship Register (*Scheepsregister*)at the Office of the Registrar of Ship Documents (*Kantoor vande bewaring der Scheepsbewijzen*), with registration number2001-C-1693, which has been converted into an FPSO, and (ii) any and allAccessories whatsoever allocated to, appropriated for, installed in, attachedto or otherwise relating to that vessel or any part thereof, in each casewhether or not installed in, attached to or on board that vessel, and allreferences to the Bluewater (Munin) Vessel include a reference to each or anypart thereof (as the context may require);

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“**BluewaterRights**” means, in relation to the Secured Property in relation toany Equipment, all of the rights, title, benefit and interest (present andfuture, actual and contingent) of any of the Obligors in and to that SecuredProperty;

“**BM**”means Bluewater (Munin) N.V., a company incorporated under the laws of TheNetherlands Antilles, with company number 87273, whose registered office is atLandhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao, The NetherlandsAntilles;

“**BM AccountCharge**” means the account charge entered into or to be entered intoby BM in favour of the Security Trustee in relation to the BM Assigned Account,in the Agreed Form;

“**BM AssignedAccount**” means the interest bearing Dollar account of BM with theAccount Bank designated “BM Assigned Account” with account number 02.00.45.611,and includes any redesignation and sub-accounts thereof;

“**BM Mortgage**”means the mortgage over the Bluewater (Munin) Vessel executed or, as thecontext may require, to be executed by BM in favour of the Security Trustee, inthe Agreed Form;

“**BM****Share Pledge**” means the pledge over allof the shares of BM executed or, as the context may require, to be executed byBM and BFB in favour of the Security Trustee, in the Agreed Form;

“**BML**”means Bluewater (Malta) Limited, a company incorporated under the laws ofMalta, with company number C21528, whose registered office is at 48, Sqaq Nr.2, Triq ix-Xatt, Pieta’ MSD 08, Malta;

“**BNV**”means Bluewater Offshore Production Systems N.V., a company incorporated under the laws of The Netherlands Antilles,with company number 63981, and having its legal seat in Curaçao, whoseregistered office is at Landhuis Joonchi, Kaya Richard J. Beaujon z/n,Curaçao, The Netherlands Antilles;

“**BNV AccountCharge**” means the account charge entered into or to be entered intoby BNV in favour of the Security Trustee in relation to the BNV AssignedAccount, in the Agreed Form;

“**BNV AssignedAccount**” means the interest bearing Dollar account of BNV with theAccount Bank designated “BNV Assigned Account” with account number 02.00.59.213and includes any redesignation and sub-accounts thereof;

“**BNV Mortgage**”means the mortgage over the Uisge Gorm Vessel executed or, as the context mayrequire, to be executed by BNV in favour of the Security Trustee, in the AgreedForm;

“**BNV SharePledge**” means the pledge over all of the shares of BNV executed or,as the context may require, to be executed by BNV and BFB in favour of theSecurity Trustee, in the Agreed Form;

“**BOL**”means Bluewater Operations (UK) Limited, acompany incorporated under the laws of England and Wales, with company number2982172, whose registered office is at 15 Appold Street, London EC2A2HB, England;

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“**BOL AccountCharge**” means the account charge entered into or to be entered intoby BOL in favour of the Security Trustee in relation to the BOL Assigned Account,in the Agreed Form;

“**BOL AssignedAccount**” means the interest bearing Dollar account of BOL with theAccount Bank designated “BOL Assigned Account” with account number 02.00.22.425,and includes any redesignation and sub-accounts thereof;

“**BOL SharePledge**” means a pledge over all the shares of BOL executed or, asthe context may require, to be executed by BSU in favour of the SecurityTrustee, in the Agreed Form;

“**BOPS**” means Bluewater Offshore Production Systems Limited, acompany incorporated under the laws of Malta, with company number C32259, whoseregistered office is at 48, Sqaq Nru. 2, Triq ix-Xatt, Pieta’, MSD 08, Malta,and includes its successors in title;

“**BOPS Share Pledge**” means the pledge over all of the sharesof BOPS executed or, as the context may require, to be executed by BluewaterEnergy and Aurelia Energy in favour of the Security Trustee, in the Agreed Formor, upon the liquidation of Bluewater Energy as contemplated in clause 7.2 ofthe Facility Guarantee, Aurelia Energy in favour of the Security Trustee, inthe Agreed Form;

“**Borrowers**”means together BH, BES, BAM and any Additional Borrower, and all references tothe Borrowers include a reference to each or any of them (as the context mayrequire);

“**Break Costs**”means the amount (if any) by which:

(a)                        theinterest which a Bank would have received for the period from the date ofreceipt of all or any part of its participation in an Advance or other amountowing to the Banks to the last day of the then current Interest Period inrespect of that Advance or amount, had the principal amount or owed amountreceived been paid on the last day of that Interest Period; exceeds

(b)                       the amountwhich that Bank would be able to obtain by placing an amount equal to theprincipal amount or owed amount received by it on deposit with a leading bankin the London Interbank Market for period starting on the Banking Day followingreceipt or recovery and ending on the last day of the current Interest Period.

“**BSU**”****means Bluewater Services (UK) Limited, a companyincorporated under the laws of England and Wales, with company number 3253206,whose registered office is at 15 Appold Street, London EC2A 2HB, England;

“**BUK**” means Bluewater (UK) Limited, a company incorporatedunder the laws of England and Wales, with company number 3138155, whoseregistered office is at 15 Appold Street, London EC2A 2HB, England;

“**BUK AccountCharge**” means the account charge entered into or to be entered intoby BUK in favour of the Security Trustee in relation to the BUK Assigned Account,in the Agreed Form;

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“**BUK AssignedAccount**” means the interest bearing Dollar account of BUK with theAccount Bank designated “BUK Assigned Account” with account number 02.00.29.020,and includes any redesignation and sub-accounts thereof;

“**BUK SharePledge**” means the pledge over all of the shares of BUK executed or,as the context may require, to be executed by BSU in favour of the SecurityTrustee, in the Agreed Form;

“**CashEquivalent Investment**” means at any time:

(a)                        certificatesof deposit maturing within one (1) year after the relevant time and issued byan Acceptable Bank;

(b)                       anyinvestment in marketable debt obligations issued or guaranteed by thegovernment of the United States of America, the United Kingdom, anyParticipating Member State or by an instrumentality or agency of any of themhaving an equivalent credit rating, maturing within one year after the relevanttime and not convertible or exchangeable to any security;

(c)                        commercialpaper not convertible or exchangeable to any other security:

(i)                           forwhich a recognised trading market exists;

(ii)                        issued byan issuer incorporated in the United States of America, the United Kingdom orany Participating Member State;

(iii)                     which matureswithin one (1) year after the relevant time; and

(iv)                    which has acredit rating of either A-1 or higher by Standard & Poor’s Rating Servicesor Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited, or,if no rating is available in respect of the commercial paper, the issuer ofwhich has, in respect of its long-term unsecured and non-credit enhanced debtobligations, an equivalent rating;

(d)                       anyinvestment accessible within thirty (30) days in money market funds which havea credit rating of either A-1 or higher by Standard & Poor’s RatingServices or Fitch Ratings Ltd or P-1 or higher by Moody’s Investor ServicesLimited and which invest substantially all their assets in securities of thetypes described in paragraphs (a) to (c) above), or

(e)                        any otherdebt security approved by the Majority Banks,

in each case, to whichany Bluewater Group Member or Aurelia Energy is beneficially entitled at thattime and which is not issued or guaranteed by any Bluewater Group Member orAurelia Energy or subject to any Encumbrance (other than one arising under theFacility Documents);

“**CasualtyAmount**” means the sum of ten million Dollars ($10,000,000);

“**CessationDate**” has the meaning ascribed thereto in clause 2.7.7(a) of theCredit Agreement;

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“**CessationPeriod**” has the meaning ascribed thereto in clause 2.7.7(c) of theCredit Agreement’

“**Classification**”means, in relation to any Vessel, the classification of that Vessel with theclassification society in relation to that Vessel or such other classificationas the Security Trustee may agree in writing shall be treated as theClassification in relation to that Vessel for the purposes of the SecurityDocuments;

“**classificationsociety**” means Det norske Veritas or Lloyds Register of Shipping orsuch other classification society of equivalent standing as may from time totime be approved in writing by the Security Trustee;

“**Closing**”means the time at which the Initial Advance is made;

“**Closing Date**”means the date on which Closing occurs;

“**CollateralInstruments**” means notes, bills of exchange, certificates of depositand other negotiable and non-negotiable instruments, guarantees, indemnitiesand other assurances against financial loss and any other documents orinstruments which contain or evidence an obligation (with or without security)to pay, discharge or be responsible directly or indirectly for any indebtednessor liabilities of any person and includes any documents or instruments creatingor evidencing an Encumbrance;

“**CollectionAccount Charge**” means the account charge entered into or to beentered into by BH in favour of the Security Trustee in relation to theCollection Assigned Account, in the Agreed Form;

“**CollectionAssigned Account**” means the interest bearing Dollar account of BHwith the Account Bank designated “Collection Assigned Account” with accountnumber 02.01.42.722, and includes any redesignation and sub-accounts thereof;

“**Commitment**”of any Bank means the amount set out opposite that Bank’s name inschedule 1 to the Credit Agreement or, in the case of any Bank which is aTransferee, the amount of any Commitment transferred to it under the CreditAgreement, in each case as cancelled, reduced or transferred by it pursuant to anyrelevant provision of the Credit Agreement, and means together at any time theaggregate of all such amounts in relation to all of the Banks at that time;

“**Completion**”means, in relation to the Ettrick Project, any New Unit, Unit Project orSpeculative Unit, the date on which its owner or operator becomes contractuallyentitled to receive EBITDA in relation thereto;

“**Compulsory Acquisition**” means, in relation to any Equipment,requisition of title or other compulsory acquisition, requisition,appropriation, expropriation, deprivation, forfeiture or confiscation for anyreason of that Equipment by any Government Entity or other competent authority,whether de jure or de facto, but excludes requisition for use or hire notinvolving requisition of title;

“**ConstitutiveDocuments**” means, in relation to any company incorporated under thelaws of England and Wales, that company’s Certificate of Incorporation andMemorandum and

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Articles ofAssociation and, in relation to any person incorporated or otherwiseconstituted other than under the laws of England and Wales, those documentshaving equivalent status and effect in the jurisdiction in which that person isso incorporated or otherwise constituted;

“**Construction**”means, in relation to any Equipment or Speculative Unit, the construction,supply, design, conversion, or installation of that Equipment or SpeculativeUnit (but not, for the avoidance of doubt, any repair of that Equipment ormodification of that Equipment necessary in order to make that Equipment complywith the requirements of any Current Contract in relation to that Equipment);

“**Construction Contracts**” means all material contracts (presentor future) relating to the Construction of the Ettrick Project;

“**Construction Period**” means any period during which theEttrick Project, any Unit Project, any New Unit or any Speculative Unit isunder Construction (and terminating on Completion thereof) and, at any time,means the period during which it is at that time anticipated that the EttrickProject, the relevant Unit Project, the relevant New Unit or, as the case maybe, the relevant Speculative Unit will continue to be under Construction;

“**Contract**”means (i) in relation to the Uisge Gorm Vessel, the Uisge Gorm Contract, (ii)in relation to the Glas Dowr Vessel, the Glas Dowr Contract, (iii) in relationto the Bleo Holm Vessel, the Bleo Holm Contract, (iv) in relation to theBluewater (Munin) Vessel, the Bluewater (Munin) Contract, (v) in relation tothe Haewene Brim Vessel, the Haewene Brim Contract, (vi) in relation to theAoka Mizu Vessel, the Aoka Mizu Contract, in each case as from time to timeamended, and each New Contract from time to time entered into replacing,substituting, novating, transferring or amending in any material respectthereof, and means together each of the foregoing;

“**Contribution**”means, in relation to any Bank at any time, the principal amount of the Creditowing to that Bank;

“**CoreBusiness**” means any activity, asset or investment relating to thesingle point mooring business or the FPSO/FSO business, including theConstruction, sale, lease and operation of such systems and, for the avoidanceof doubt, includes investments in trading tankers if any such investment ismade with the intention of converting the relevant tanker into an FPSO or FSO;

“**CostOver-Run**” has the meaning ascribed thereto in clause 2.6.2 of theCredit Agreement;

“**Credit**”means, at any time, the aggregate amount of all Advances as at that time;

“**CreditAgreement**” means the revolving credit facility agreement for anamount of up to eight hundred and fifty million Dollars ($850,000,000) enteredinto between the Borrowers, the Arranger, the Banks, the Facility Agent,  the Security Trustee and the Bluewater Agent;

“**CreditAgreement Supplemental Agreement**” means any credit agreementsupplemental agreement entered into between the Bluewater Agent, a BluewaterGroup Member and the Facility Agent pursuant to the provisions of the CreditAgreement, and means together each such credit agreement supplementalagreement;

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“**Cure Payment**”means each amount paid by the Facility Beneficiaries (or any of them) to cureany breach of, or failure to comply with, the obligations and liabilities (orany of them) of any Obligor under and pursuant to the Transaction Documents butexcludes any such amount paid to cure any non-payment by any of the Borrowersof any amount of principal, interest or fees due by the Borrowers under theCredit Agreement;

“**Current Assigned Documents**”means (i) in relation to the Uisge Gorm Vessel, the Uisge Gorm AssignedDocuments, (ii) in relation to the Glas Dowr Vessel, the Glas Dowr AssignedDocuments, (iii) in relation to the Bleo Holm Vessel, the Bleo Holm AssignedDocuments, (iv) in relation to the Bluewater (Munin) Vessel, the Bluewater(Munin) Assigned Documents, (v) in relation to the Haewene Brim Vessel, theHaewene Brim Assigned Documents, and (vi) in relation to the Aoka Mizu Vessel,the Aoka Mizu Assigned Documents;

“**Current Aoka Mizu NexenContract**” means the agreement made effective on 27 February 2006 andmade between Nexen and BEP for the provision and operation of a floatingproduction storage and off-loading vessel for the Ettrick field in relation tothe Aoka Mizu Vessel as such agreement has been amended to date by thedocuments attached to the Amendments Certificate in relation to that CurrentContract together with each other deed, document, agreement and otherinstrument entered into to date under, pursuant to or in connection with suchagreement;

“**Current Bleo Holm TalismanContract**” means the agreement dated 30 November 2005 and madebetween Talisman and BFP for the bareboat charter of a floating productionstorage and off-loading vessel for the Ross field in relation to the Bleo Holm Vessel as such agreement has beennovated and amended to date by the documents attached to the AmendmentsCertificate in relation to that Current Contract together with each other deed,document, agreement and other instrument entered into to date under, pursuantto or in connection with such agreement;

“**Current Bluewater (Munin)Statoil Contract**” means, as the context may require, each or any ofcontract no.ANS022731 dated 24th September, 1996 and contract no.SC05005A dated5th April, 2005, in each case entered into between Statoil and LDC and contractno.SC05005B dated 5th April 2005 entered into between Statoil and BES, eachsuch contract being in relation to the operation of the Bluewater (Munin)Vessel,as any such agreement hasbeen amended to date by the documents attached to the Amendments Certificate inrelation to that Current Contract together with each other deed, document,agreement and other instrument entered into to date under, pursuant to or inconnection with such agreement;

“**Current Contract**”means (i) in relation to the Uisge Gorm Vessel, the Current Uisge Gorm AHContract, (ii) in relation to the Glas Dowr Vessel, the Current Glas DowrPetroSA Contract, (iii) in relation to the Bleo Holm Vessel, the Current BleoHolm Talisman Contract, (iv) in relation to the Bluewater (Munin) Vessel, the CurrentBluewater (Munin) Statoil Contract, (v) in relation to the Haewene Brim Vessel,the Current Haewene Brim Enterprise Contract, (vi) in relation to the Aoka Mizu****Vessel, the Current Aoka Mizu Nexen Contract;

“**Current****Glas Dowr PetroSA Contract**” means thecontract for the provision and operation of floating production, storage andoff-loading facilities for Sable Field Development dated 12 June 2001 andentered into between PetroSA and BUK inrelation to the Glas Dowr Vessel as such agreement has been amended todate by the documents attached to the Amendments Certificate in relation tothat Current Contract, together with each other deed, document,

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agreement and other instrument entered into to dateunder, pursuant to or in connection with such agreement;

“**Current Haewene BrimEnterprise Contract**” means contract no.97.22.02 dated 9 September,1997, and entered into between Den Norske Oljeselskap A.S. (“**Den Norske**”) and Enterprise in relation to the operation ofthe Haewene Brim Vessel, as novated by an agreement dated 8 September 1998, andentered into between Den Norske, PPC, and Enterprise, and as supplemented andamended by a letter agreement dated 22 December, 1999, and entered into betweenPPC and Enterprise, as such agreement has been amended to date, by thedocuments attached to the Amendments Certificate in relation to that CurrentContract together with each other deed, document, agreement and otherinstrument entered into to date under, pursuant to or in connection with suchagreement;

“**Current****Uisge Gorm AH Contract**” means the agreement for a floatingproduction, storage and offtake facility dated 25th March, 1994 and originallymade between BOPS and AHL in relation to the Uisge Gorm Vessel as suchagreement has been amended to date by the documents attached to the AmendmentsCertificate in relation to that Current Contract, together with each otherdeed, document, agreement and other instrument entered into to date under,pursuant to or in connection with such agreement;

“**Deed of Proceeds and Priorities**”means the trust deed and deed of proceeds and priorities referring to theCredit Agreement entered into between the Beneficiaries, the Original Obligorsand the Bluewater Agent, in the Agreed Form;

“**Default**” meansany Facility Event or any event or circumstance which with the giving ofnotice, lapse of time, determination of materiality or the satisfaction of anyother condition (or any combination thereof) would constitute a Facility Event;

“**Default Rate**”means, at any time and in relation to any period and any amount, the rate perannum which is the aggregate of (i) LIBOR at that time in relation to thatperiod, (ii) the Margin applicable at that time in relation to that amount,(iii) the Mandatory Cost (if any) applicable at that time in relation to thatamount and (iv) two per cent. (2%);

“**Determination Date**”has the meaning ascribed thereto in clause 2.6.2(a) of the Credit Agreement;

“**Determination Period**”has the meaning ascribed thereto in clause 2.6.2(b) of the Credit Agreement;

“**dispose**” meansto****sell, transfer, assign or discount, orotherwise dispose of or deal with, or otherwise cease to exercise directcontrol over (or attempt, purport or agree to any of the same), and “**disposal**” and “**disposed**” shallbe construed accordingly;

“**Dollars**”and “**$**” mean the lawful currency of theUnited States of America and in respect of all payments to be made mean fundswhich are for same day settlement in the New York Clearing House InterbankPayments System (or such other U.S. dollar funds as may at the relevant time becustomary for the settlement of international banking transactions denominatedin U.S. dollars);

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“**DPP Applicable Rate**”means, in relation to any amount of interest, the rate quoted by the FacilityAgent as the rate at which it is offering six month Dollar deposits to primebanks in the London Interbank Market at or about 11.00 a.m. on the first day onwhich that interest is to accrue or, if that day is not a Banking Day, on thenext succeeding Banking Day;

“**DPP Supplemental Deed**”means any supplemental deed entered into between the Security Trustee and anAdditional Obligor (who is not an original party to the Deed of Proceeds andPriorities) pursuant to clause 16.8 of the Deed of Proceeds andPriorities;

“**Drawdown Date**”means a date on which one or more of the Borrowers draws down a portion of theCommitments pursuant to clause 2.5 of the Credit Agreement;

“**Drawdown Notice**”means a notice in substantially the form and terms of schedule 2 to theCredit Agreement;

“**Dutch Exemption Regulation**”means the Exemption Regulation pursuant to the Act on the Supervision of theCredit Systems 1992 (Vrijstellingsregeling Wet toezicht kredietwezen 1992), asamended from time to time;

“**Earnings**”****means, in relation to any Equipment, all monies whatsoeverfrom time to time due or payable to any person arising out of or otherwise inconnection with the use or operation of that Equipment or any part thereofincluding (without limitation) all freight, hire and passage monies, moniesarising under any contract or other agreement or arrangement with any operator(including, without limitation, the Contract in relation to that Equipment),income arising under any pooling arrangements, compensation payable as a resultof, or otherwise in connection with, the requisition of that Equipment forhire, remuneration for salvage and towage services, demurrage and detentionmonies, and all damages for breach, and all payments for, or otherwise inconnection with, any variation or termination of any charterparty, contract orother agreement or arrangement in respect of, or otherwise in connection with,the employment of that Equipment (including, without limitation, the Contractin relation to that Equipment);

“**EBITDA**”has the meaning given to it in, and shall be calculated using the samemethodology as produced the figure for EBITDA set out in, the Form 20-F filedfor Aurelia Energy in relation to the Notes with the United States Securitiesand Exchange Commission most recently on or prior to the date of the CreditAgreement, or such other meaning as may be agreed by the Facility Agent and theBluewater Agent after the date of the Credit Agreement;

“**Economic Agency Agreement**”means the document entitled “agency agreement” dated 16 May 2000 and originallyentered into between Aurelia Energy, as agent, and Bluewater Energy, BOPS, BML,BNV, BBH, BGD, BNH and BELL, as amended and supplemented from time to time;

“**Economic AssignmentAgreement**” means the document entitled “assignment agreement of therights against Bluewater Holding B.V.” originally entered into betweenBluewater Energy, BOPS, BML, BBH, BNV, BGD, BNH and BELL, and Aurelia Energy,as assignee, as amended and supplemented from time to time;

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“**Economic Documents**”means together the Economic Sale Agreement, the Economic Agency Agreement, theEconomic Assignment Agreement and the Economic Loan Agreement, and “**Economic Document**” means all or any of them (as the contextmay require);

“**Economic Loan Agreement**”means the document entitled “subordinated loan agreement” and dated May 2000,entered into between BH, as borrower, and Aurelia Energy, as lender;

“**Economic Sale Agreement**”means the agreement entitled “sale and purchase of the economic entitlement tothe assets of the Aurelia Energy Group” entered into between BH, as buyer, andAurelia Energy, as seller;

“**Encumbrance**”****means:

(a)                        anyright of ownership,

(b)                       anyright of retention of title,

(c)                        anyright of possession, detention, charter or other bailment,

(d)                       anyright of attachment, levy, claim or proceeding,

(e)                        anystatutory right in rem,

(f)                          anymortgage, charge (whether fixed or floating), pledge, lien, hypothecation orassignment,

(g)                       anytrust arrangement,

(h)                       anyright of set-off (other than any right of set-off arising in favour of a bankeror any other person by operation of law which has not been exercised),

(i)                           anyother security interest, encumbrance or lien of any kind securing anyobligation of any person,

(j)                           anyother type of preferential arrangement (including, without limitation, titletransfer and/or retention arrangements having a similar effect), any otheragreement or any other arrangement which has the effect of creating a securityinterest, encumbrance or lien of any kind securing any obligation of anyperson,

in each case, whatsoever, howsoever and wheresoevercreated or arising;

“**Enforcement Event**”means the issue by the Facility Agent of any Acceleration Notice;

“**Enterprise**”means Enterprise Oil Limited, a company incorporated under the laws of England,with company number 1682048, whose registered office is at 8 York Road, LondonSE1 7NA, England;

“**Environmental Affiliate**”means any agent or employee of any Bluewater Group Member or any RelatedCompany of any Bluewater Group Member;

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“**Environmental Approval**”means any and all consents, authorisations, licences or approvals of anyGovernment Entity required under any Environmental Law applicable to theRelevant Equipment or any part thereof or to the operation of, or the carriageof cargo and/or passengers on, or the provision of goods and/or services on orfrom, the Relevant Equipment or any part thereof;

“**Environmental Claim**”means any and all enforcement, clean-up, removal or other regulatory actions ororders instituted or completed by any Government Entity under or pursuant toany Environmental Law or any Environmental Approval together with claims madeby any third party relating to damage, contribution, loss or injury resultingfrom any Spill from the Relevant Equipment or any part thereof;

“**EnvironmentalIncident**” means any Spill:

(a)                        fromany Relevant Equipment; or

(b)                       from anyother vessel in circumstances where:

(1)                        anyRelevant Equipment or its owner, operator or manager may be liable toEnvironmental Claims arising from the Spill (other than Environmental Claimsarising and fully satisfied before the date of the Credit Agreement); and/or

(2)                        anyRelevant Equipment may be arrested in connection with any such EnvironmentalClaims;

“**Environmental Law**”means any and all national, international and state laws, rules, regulations,treaties and conventions applicable to the Relevant Equipment or any partthereof pertaining to the pollution or protection of human health or theenvironment including, without limitation, the carriage of Materials ofEnvironmental Concern and any actual or threatened emission, spill, release ordischarge of a Material of Environmental Concern;

“**Equipment**”means together the Vessels, unless and to the extent disposed of in accordancewith the provisions of the Credit Agreement, and all references to theEquipment include a reference to each or any part thereof (as the context mayrequire);

“**Equipment Proceeds**”means, in relation to any Equipment, all and any Final Disposition Proceeds,Requisition Compensation and Total Loss Proceeds, in each case in relation tothat Equipment, but excludes (for the avoidance of doubt) all and any moniesreceived or recovered by any Beneficiary which represent Losses paid, sufferedor incurred by that Beneficiary and in respect of which that Beneficiary isentitled, under or pursuant to any Transaction Document, to be indemnified byany Bluewater Group Member;

“**Equipment Rights**”means, of any person, all rights, title, benefit and interest of that person inand to any Equipment including, without prejudice to the generality of theforegoing, any such rights, title, benefit, interest of that person in and toany Equipment pursuant to any Transaction Document;

“**Escrow Agreement**”means the escrow agreement dated on or about the date of the Credit Agreementbetween certain of the parties to the Facility Documents;

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“**Etrrick Allowance**”means fifty per cent (50%) of any amount by which the final Project Cost of theEttrick Project falls below the aggregate of (a) the amount which was projectedin the Initial Budget relating to the Ettrick Project as the final Project Costof the Ettrick Project, and (b) one hundred million Dollars ($100,000,000);

“**Ettrick Project**”means the Construction of an FPSO utilising the Aoka Mizu Vessel, and thesubsequent operation of that Equipment on the Ettrick oilfield offshore theUnited Kingdom under the Current Aoka Mizu Nexen Contract with an expectedProject Cost of four hundred and fifty million Dollars ($450,000,000);

“**Event of Default**”means any of the events and circumstances described in clause 10.1 of theCredit Agreement;

“**Excess Debt**” means all or any part of anyFinancial Indebtedness (other than Project Finance Indebtedness andSubordinated Amounts):

(a)                        thathas been incurred by Aurelia Energy in relation to any Speculative Unit for thepurpose of its acquisition or Construction; and

(b)                       whichexceeds 125% of the expected Qualifying Contract Cash Flow for that SpeculativeUnit;

“**excess risks**”means, in relation to any part of the Equipment, the proportion (if any) ofclaims for general average, salvage and salvage charges and under the ordinarycollision clause in relation to the Insurances which are not recoverableas a consequence of the value at which that Equipment is assessed for thepurpose of such claims exceeding that Equipment’s insured value;

“**Exchange Rate**”means, in relation to any person and any amount which is to be converted intoor out of Dollars on any date, the spot rate of exchange at which that personcould in the ordinary course of business purchase or, as the case may be, sellDollars with or, as the case may be, for that amount in the London ForeignExchange Market at or about 11.00 a.m. on that date for delivery two (2)Banking Days after that date;

“**Excluded Subsidiary**”means at any time (i) each Bluewater Group Member which is listed in Schedule11 of the Credit Agreement and which has not been removed from that Schedule bythe operation of paragraph 2 of that Schedule, and (ii) any Subsidiary of anyBluewater Group Member or Aurelia Energy created or acquired after the date ofthe Credit Agreement:

(a)                        whichat that time (i) has a tangible net worth, determined by reference to financialstatements in relation to that Subsidiary produced in respect of the relevantaccounting period, of less than one million Dollars ($1,000,000) or (ii) has noobligations and liabilities, actual or contingent and whether as principal orsurety, pursuant to or in connection with the Notes; and

(b)                       whichat that time does not hold any of the issued share capital of any Obligor, and

(c)                        whichis not a Principal Obligor,

provided however if the aggregate of (A) the annualEBITDA (calculated by reference to each relevant Subsidiary only) of allSubsidiaries which fall within the provisions of paragraph (a)(i) 

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of this definition exceeds one million Dollars($1,000,000), or (B) the total assets of all Subsidiaries which fall within theprovisions of paragraph (a)(i) of this definition exceeds twenty-five millionDollars ($25,000,000), one or more of those Subsidiaries, as is necessary toensure that neither of the limits set out in this proviso are exceeded, shallcease to be Excluded Subsidiaries;

“**Existing RCF Agreement**”means the six hundred million Dollar ($600,000,000) revolving credit facilityagreement dated 15 January 2002, as amended, supplemented and restated fromtime to time and made between (amongst others) certain of the parties hereto;

“**Expenses**”means, at any time, the aggregate at that time of:

(a)                        allLosses suffered, incurred or paid by any Beneficiary in relation to anyEquipment or any Receiver in connection with the exercise of the rights,remedies and powers granted by, referred to in or otherwise contemplated by theSecurity Documents in relation to that Equipment or which are otherwise payableunder any provision of the Security Documents in relation to that Equipment;and

(b)                       intereston all such Losses calculated in accordance with clause 5.2 of the CreditAgreement or any provision of similar effect and relevant application in anyother Facility Document,

but only to the extent that those Losses have beensuffered, incurred or paid with the prior written approval of the SecurityTrustee;

“**Facility Agent**”means ING Bank N.V., a company incorporated under the laws of The Netherlands,or such other person as may at the relevant time have been appointed, and beacting, as facility agent pursuant to clause 22 of the Credit Agreement;

“**Facility Agent Account**”means the Dollar account of the Facility Agent with JP Morgan Chase, New York,with account number 001-1-643293, and includes any redesignation thereof;

“**Facility Amount**”means the principal amount of eight hundred and fifty million Dollars($850,000,000), as (i) reduced on each Repayment Date by the Reduction Amountfor that Repayment Date, and (ii) from time to time reduced pursuant to any ofclauses 2.7, 4.4 and 10.2 of the Credit Agreement;

“**Facility Beneficiaries**”means together the Banks, the Security Trustee, the Facility Agent and theArranger, and all references to the Facility Beneficiaries include a referenceto each or any of them (as the context may require);

“**Facility Documents**”means together the Deed of Proceeds and Priorities, the Credit Agreement, theFacility Guarantee, the General Assignment, each Mortgage, each Share Pledge,each Account Charge, each Quiet Enjoyment Letter, the Norwegian Charge, theNotices of Assignment, each Additional Notice of Assignment, each CreditAgreement Supplemental Agreement, each General Assignment Supplemental Deed,each DPP Supplemental Deed, each Guarantee Accession Deed, each FurtherAssurance Deed, each Drawdown Notice and the Escrow Agreement in each case, asfrom time to time amended, together with each New Contract in relation to anyof the foregoing, and each other deed,

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document, agreement or instrument which the partiesthereto agree, with the consent of the Majority Banks, is to be a FacilityDocument;

“**Facility Event**”means the occurrence of any Event of Default or any Acceleration Event;

“**Facility Guarantee**”means the deed of guarantee and indemnity between the Guarantors and theSecurity Trustee, in the Agreed Form;

“**Facility GuaranteeObligations**” means the obligations and liabilities of each of theGuarantors under and pursuant to clause 3 of the Facility Guarantee;

“**Facility Liabilities**”means, at any time, the Outstanding Indebtedness at that time;

“**Facility Obligations**”means all monies, obligations and liabilities from time to time owing orpayable, undertaken, incurred or assumed by any Borrower to or in favour of theFacility Beneficiaries (or any of them) under or pursuant to the CreditAgreement and all other monies, obligations and liabilities from time to timeowing or payable, undertaken, incurred or assumed by any Obligor to or infavour of the Facility Beneficiaries (or any of them) under or pursuant to anyother Transaction Document;

“**Facility Proceeds**”means all and any monies, property and other assets representing or derivingfrom all or any of the Facility Property, but excludes (for the avoidance ofdoubt) all and any monies received or recovered by any Facility Beneficiarywhich represent Losses paid, suffered or incurred by that Facility Beneficiaryand in respect of which that Facility Beneficiary is entitled, under orpursuant to any Facility Document, to be indemnified by any Bluewater GroupMember;

“**Facility Property**”means, in each case during the Facility Security Period, (i) the security,powers, rights (including, without limitation, the rights to receive monies andmake claims for damages), remedies, title, benefit (including, withoutlimitation, the benefit of all covenants, undertakings, guarantees, agreements,representations, warranties, obligations and liabilities) and interests(present and future, actual and contingent) constituted by, or conferred underor pursuant to, the Facility Guarantee and all and any notices,acknowledgements and undertakings given in connection with the FacilityGuarantee (whether from Aurelia Energy or any other person), (ii) all monies,property and other assets paid, transferred, vested, received or recovered to,in or by any person (including, without limitation, any Facility Beneficiary,any agent of any Facility Beneficiary or any Receiver) pursuant to theenforcement or exercise of, or in respect of, all or any of that security,title and benefit and those powers, rights, remedies and interests, and (iii)all monies, property and other assets at any time representing or deriving fromany of the foregoing, including all investments, interest, income and otheramounts at any time received or receivable in respect of, or otherwise inconnection with, the same (or any part thereof);

“**Facility Rights**”means in relation to the Secured Property in relation to any Equipment, all ofthe rights, title, benefit and interest (present and future, actual andcontingent) of each of the Facility Beneficiaries in and to that SecuredProperty;

“**Facility Security Period**”means the period commencing on the date hereof and terminating on the date onwhich those Secured Obligations which are owed to or in favour of the FacilityBeneficiaries (or any of them) have been paid, repaid, satisfied, performed anddischarged in

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full (and notwithstanding payment of a dividend in anyliquidation or under any compromise or arrangement);

“**Fair Market Value**”means, at any time and in relation to any Equipment, the fair market value ofthat Equipment determined on the basis of a willing buyer and willing sellerand taking into account the Contract (if any) to which that Equipment is thensubject as determined most recently (at or prior to that time) in accordance withClause 15.2 of the Credit Agreement;

“**Field Operator**”means any person (other than any Obligor) who is a party to a Contract, andmeans together each such person;

“**Final Disposition**”of any Equipment (or any part thereof) means the sale by the Owner in relationto that Equipment against immediate payment in cash or for other consideration,whether through an agent on its behalf or otherwise, of all its right, titleand interest in and to that Equipment (or the relevant part) on terms that suchright, title and interest will only pass to the purchaser on payment in full ofthat cash or other consideration;

“**FinalDisposition Proceeds**” means, in relation to any Equipment, theaggregate amount of:

(a)                                  allconsideration received by or on behalf of the Owner in relation to thatEquipment upon or as a result of the Final Disposition of that Equipment,including, without limitation, all cash received on a sale of that Equipment;and

(b)                                anynon-refundable deposit paid to or for the account of the Owner in relationto that Equipment by a person acquiring or proposing to acquire that Equipmentunder a contract or offer to purchase or otherwise acquire that Equipment whichhas been withdrawn, terminated or cancelled or has lapsed;

“**Final Repayment Date**”means 31 December 2011 or such other date as may be agreed by the parties tothe Credit Agreement;

“**FinancialIndebtedness**” means Indebtedness in respect of (i) money lent,borrowed or raised and debit balances at banks, (ii) any bond, note, loanstock, debenture or similar debt instrument, (iii) acceptance or documentarycredit facilities, (iv) receivables sold or discounted (otherwise than on anon-recourse basis), (v) deferred payments for assets or services acquired,(vi) leases and hire purchase contracts and other similar agreements having thecommercial effect of lending, borrowing or raising of money, (vii) operatingleases, (viii) swaps, forward exchange contracts, futures and other derivatives(and, when calculating the value of any derivative transaction, the value takeninto account shall be any negative marked to market value and any positivemarked to market value shall be deducted from any measure of aggregateFinancial Indebtedness being determined at the relevant time), (ix) sharesredeemable prior to the Final Repayment Date, (x) any other transaction(including without limitation forward sale or purchase agreements) having thecommercial effect of lending, borrowing or raising of money or of any of (ii)to (ix) above, and (xi) guarantees in respect of Indebtedness of any personfalling within any of (i) to (x) above;

“**FinancialModel**” means a projection of the cash flows for the Equipment, theEttrick Project and the Unit Projects in a form and using methodologysimilar to that used for the Initial Financial Model;

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“**financial statements**”means the audited consolidated financial statements of Aurelia Energy and itsSubsidiaries, prepared in accordance with US GAAP consistently applied, andusing the accounting and valuation principles applied in the preparation of the2005 annual financial statements in relation to Aurelia Energy;

“**Flag State**”means, in relation to any Vessel, The Netherlands Antilles or any other stateor country (including the European Union) in which that Vessel is from time totime registered in accordance with the provisions of the General Assignment;

“**Flow Lines**”means sub-sea flow lines and well control equipment;

“**Forecast**”means, at any time and in relation to the Ettrick Project or any Unit Project,the Initial Budget relating thereto as updated and/or revised at that time andincluding all Project Costs relating thereto at that time forecast to beincurred;

“**FPSO**” means afloating production, storage and offloading unit;

“**FPSO Valuers**”means Kennedy Marr and R.S. Platou or such other suitably qualified person orpersons from time to time appointed by the Facility Agent (acting on theinstructions of the Majority Banks) with the approval of the Bluewater Agent;

“**FSO**” means afloating storage and offloading unit;

“**Further Advance**”has the meaning ascribed thereto in clause 2.5.2 of the Credit Agreement;

“**Further Assurance Deed**”means any deed, document, agreement or instrument executed or to be executedpursuant to a further assurance covenant or obligation contained in anyFacility Document;

“**General Assignment**”means the general assignment referring to the Credit Agreement entered intobetween (1) each Obligor which is party to a Current Assigned Document, and (2)the Security Trustee;

“**GeneralAssignment Supplemental Deed**” means any general assignmentsupplemental deed entered into between the Security Trustee and an AdditionalObligor pursuant to clause 16.4 of the General Assignment, and meanstogether each of the foregoing;

“**Glas Dowr AssignedDocuments**” means together (i) the Glas Dowr Lease, (ii) the GlasDowr Contract, (iii) the Economic Documents to the extent that they relate toany of the foregoing, and (iv) any Additional Assigned Documents in relation tothe Glas Dowr Vessel, and all references to the Glas Dowr Assigned Documentsinclude a reference to each or any of them (as the context may require);

“**Glas Dowr****Contract**” means (i) the Current Glas Dowr PetroSA Contract,and (ii) all and any other contracts, agreements or arrangements for the use,chartering or commercial operation of the Glas Dowr Vessel or any part thereofand any guarantee or other security for the performance of any of theobligations under any of what is referred to in paragraphs (i) or (ii) above;

“**Glas Dowr Lease**”means (i) the bareboat charter entered into between BGD and BUK in relation tothe Glas Dowr Vessel and (ii) all and any other contracts, agreements,arrangements

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or charters for the chartering, leasing orbailment  of the Glas Dowr Vessel by theOwner thereof and any guarantee or other security for the performance of any ofthe obligations under any of what is referred to in paragraphs (i) or (ii)above;

“**Glas Dowr Operating Fees**”means the monies referred to in paragraph 3 of the Notice of Assignment issuedin respect of the Current Glas Dowr PetroSA Contract, and in relation to anyother Glas Dowr Contract, any monies of a similar nature thereto, as agreedbetween the Bluewater Agent and the Facility Agent (each acting reasonably);

“**Glas DowrQuiet Enjoyment Letter**”means the letter(s) of quiet enjoyment most recently issued by the FacilityAgent to the Field Operator of the Glas Dowr Contract in relation to the GlasDowr Vessel, in the Agreed Form;

“**Glas Dowr Vessel**”****means (i) the vessel m.v. “**GLAS DOWR**”registered in The Netherlands Antilles at the port of Willemstad, Curaçao, inthe Ship Register (*Scheepsregister*)at the Office of the Registrar of Ship Documents (*Kantoor vande bewaring der Scheepsbewijzen*), with registration number1996-C-1514, which has been converted into an FPSO, and (ii) any and allAccessories whatsoever allocated to, appropriated for, installed in, attachedto or otherwise relating to that vessel or any part thereof, in each casewhether or not installed in, attached to or on board that vessel, and allreferences to the Glas Dowr Vessel include a reference to each or any partthereof (as the context may require);

“**GovernmentEntity**” means and includes (whether having a distinct legalpersonality or not) (i) any national government, political sub-division thereofor local jurisdiction therein, (ii) any board, commission, department,division, organ, instrumentality, court or agency of any entity referred to in(i) above, however constituted, and (iii) any association, organisation orinstitution (international or otherwise) of which any entity mentioned in (i)or (ii) above is a member or to whose jurisdiction any such entity is subjector in whose activities any such entity is a participant;

“**guarantee**”means and includes any guarantee, indemnity, bond, or other assurance againstfinancial loss and any deed, document, agreement or other instrument whichcontains or evidences an obligation to pay, discharge or be responsible(directly or indirectly) for any Indebtedness of any other person andincluding, without limitation, any deed, document, agreement or otherinstrument creating or evidencing an Encumbrance securing any Indebtedness and “**guaranteed**” shall be construed accordingly;

“**Guarantee Accession Deed**”means any supplemental deed entered into between the Security Trustee and anAdditional Guarantor pursuant to the provisions of the Credit Agreement and/orthe Facility Guarantee;

“**Guarantors**”means together the Original Guarantors and each Additional Guarantor, but shallexclude any Released Guarantor, and all references to the Guarantors include areference to each or any of them (as the context may require);

“**Haewene Brim****Assigned Documents**” means together (i) the Haewene BrimLease, (ii) the Haewene Brim Contract, (iii) the Economic Documents to theextent that they relate to any of the foregoing and (iv) any AdditionalAssigned Documents in relation to the Haewene Brim Vessel, and all referencesto the Haewene Brim Assigned Documents include a reference to each or any ofthem (as the context may require);

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“**Haewene Brim****Contract**” means (i) the Current Haewene Brim EnterpriseContract, and (ii) all and any other contracts, agreements or arrangements forthe use, chartering or commercial operation of the Haewene Brim Vessel or anypart thereof and any guarantee or other security for the performance of any ofthe obligations under any of what is referred to in paragraphs (i) or (ii)above;

“**Haewene Brim Lease**”means (i) the bareboat charter entered into between BHB and PPC in relation tothe Haewene Brim Vessel, and (ii) all and any other contracts, agreements,arrangements or charters for the chartering, leasing or bailment of the HaeweneBrim Vessel by the Owner thereof and any guarantee or other security for theperformance of any of the obligations under any of what is referred to inparagraphs (i) or (ii) above;

“**Haewene Brim OperatingFees**” means the monies referred to in paragraph 3 of the Notice ofAssignment issued in respect of the Current Haewene Brim Enterprise Contract,and in relation to any other Haewene Brim Contract, any monies of a similarnature thereto, as agreed between the Bluewater Agent and the Facility Agent(each acting reasonably);

“**Haewene Brim****Quiet Enjoyment Letter**” means the letter(s) of quietenjoyment most recently issued by the Facility Agent to the Field Operator ofthe Haewene Brim Contract in relation to the Haewene Brim Vessel, in the AgreedForm;

“**Haewene Brim Vessel**”means (i) the vessel m.v. “**HAEWENE BRIM**”registered in The Netherlands Antilles at the port of Willemstad, Curaçao, inthe Ship Register (*Scheepsregister*)at the Office of the Registrar of Ship Documents (*Kantoor vande bewaring der Scheepsbewijzen*), with registration number2001-C-1696, which has been converted into an FPSO, and (ii) any and allAccessories whatsoever allocated to, appropriated for, installed in, attachedto or otherwise relating to that vessel or any part thereof, in each casewhether or not installed in, attached to or on board that vessel, and allreferences to the Haewene Brim Vessel include a reference to each or any partthereof (as the context may require);

“**Health and SafetyExecutive**” means Her Majesty’s Health & Safety Executive in theUnited Kingdom or, as the case may be, such other body carrying out thefunctions which are carried out as at the date of the General Assignment by HerMajesty’s Health & Safety Executive either in the United Kingdom or in anyother relevant jurisdiction;

“**Hedging Liabilities**”means all Hedging Payments due and payable but unpaid at that time to each ofthe Hedging Providers who is a party to an Assigned Hedging Agreement (for theavoidance of doubt, without prejudice to and after giving effect to anycontractual set-off and/or netting provisions contained in that AssignedHedging Agreement);

“**Hedging Payments**”means, in relation to any Assigned Hedging Agreement, all amounts from time totime payable by any Borrower under and pursuant to that Assigned HedgingAgreement (for the avoidance of doubt, without prejudice to and after givingeffect to any contractual set-off and/or netting provisions contained in thatAssigned Hedging Agreement), and means together all such amounts payable underand pursuant to all Assigned Hedging Agreements;

“**Hedging Provider**”means any Bank who is a party to an Assigned Hedging Agreement, and meanstogether each Bank who is a party to an Assigned Hedging Agreement;

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“**Hedging Receipts**”means, in relation to any Assigned Hedging Agreement, all amounts from time totime payable to any Borrower under and pursuant to that Assigned HedgingAgreement (for the avoidance of doubt, without prejudice to and after givingeffect to any contractual set-off and/or netting provisions contained in thatAssigned Hedging Agreement), and means together all such amounts payable underand pursuant to all Assigned Hedging Agreements;

“**Hedging Rights**”means, in relation to the Secured Property in relation to any Equipment, all ofthe rights, title, benefit and interest (present and future, actual andcontingent) of each of the Hedging Providers in and to that Secured Property;

“**Implementation Date**”means the date on which Aurelia Holding acquires the whole of the issued sharecapital of Aurelia Energy;

“**Incapacity**”means, in relation to any person, any Insolvency Event, death, unsoundness ofmind, amalgamation, reconstruction or other incapacity whatsoever of thatperson (and, in the case of a partnership, includes the termination or changein the composition of that partnership);

“**Indebtedness**”means any obligation for the payment or repayment of money, whether as principalor as surety and whether present or future, actual or contingent and includes,without limitation, any performance undertaking in respect of the performanceof any person and any obligation the corresponding rights in relation to whichfulfil the criteria set out in parts (A), (B) and (C) of clause 12.1.2(a)of the Deed of Proceeds and Priorities;

“**Indenture**”means the indenture dated as of 22 February 2002 relating to 10.25% seniornotes due 2012 issued by Bluewater Finance (being the Notes) with Bank of NewYork as trustee;

“**InformationMemorandum**” means the confidential information memorandumdated 19 June, 2006 (as amended from time to time) prepared by the Arranger incooperation with the Obligors in connection with the transactions contemplatedherein;

“**Initial Advance**”means the Advance made pursuant to clause 2.5.1 of the Credit Agreement;

“**InitialBudget**” means a budget of the projected Project Cost of, and anover-view of the milestone payments required in relation to, the EttrickProject or, as the case may be, any Unit Project, prepared by, or thepreparation of which is procured by, the Bluewater Agent;

“**Initial Financial Model**” means the projection of the cashflows for the Equipment, the Ettrick Project and the Unit Projects delivered bythe Bluewater Agent to the Facility Agent prior to the date of the CreditAgreement;

 “**Insolvency Event**”means, in relation to any person, the occurrence of any of the followingevents:

(a)                                 Insolvency:that person becomes insolvent or stops or suspends making payments (whether ofprincipal or interest) with respect to all or any class of its debts orannounces an intention to do so,

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(b)                                Windingup: any petition is presented or other material step is taken for thepurpose of winding up that person and is not stayed or dismissed prior to theearliest date a court or other competent authority could order the winding upof that person (or such later date as the Facility Agent, acting on theinstructions of the Majority Banks, may agree) or an order is made or resolutionpassed for the winding up of that person or a notice is issued convening ameeting for the purpose of passing any such resolution,

(c)                                 Appointmentof receivers and managers: any administrative or other receiver isappointed of that person or any part of its assets or any other material stepsare taken to enforce any Encumbrance over all or any part of the assets of thatperson,

(d)                                Seizure:all or a material part of the assets of that person are seized, nationalised,expropriated or compulsorily acquired by or under the authority of anyGovernment Entity,

(e)                                 Analogousproceedings:  there occurs, inrelation to that person in any Relevant Jurisdiction, any event which appearsin that Relevant Jurisdiction to correspond with, or have an effect equivalentor similar to, any of the events mentioned in the foregoing paragraphs orthat person otherwise becomes subject, in any such country or territory, to theoperation of law relating to insolvency, bankruptcy or liquidation;

“**InstructingBeneficiaries**” means at any time during the Facility SecurityPeriod, the Facility Agent acting on the instructions of the Majority Banks,the Qualified Majority Banks or all of the Banks in each case if and to theextent that those instructions are required by the terms of any relevantprovision of the Facility Documents;

“**Insurances**”means all policies and contracts of insurance (including, without limitation,all entries in a protection and indemnity or war risks association) which arefrom time to time in place or taken out or entered into in respect of, orotherwise in connection with, any Equipment and/or any Earnings or any partthereof (and includes without limitation the business interruption insurancereferred to in clause 8.1.15 of the Credit Agreement) and all benefits thereofincluding, without limitation, all claims of whatsoever nature and all returnsof premiums;

“**Insurances Consultant**”means BankAssure Insurance Services Limited or such other suitably qualifiedperson or persons from time to time appointed by the Facility Agent to advisethe Facility Beneficiaries in connection with the Insurances;

“**Interest Cover Ratio**”means EBITDA divided by interest payable by the Bluewater Group and AureliaEnergy on a consolidated basis during the period with respect to which thecalculation of the Interest Cover Ratio is made (including interest in respectof the Notes but excluding (i) interest payable under the Marenco LoanAgreement, and (ii) during any Construction Period, any interest accrued on anyFinancial Indebtedness incurred for the purpose of financing the cost of therelevant Construction which has been capitalised with that FinancialIndebtedness);

“**Interest Payment Date**”means, in relation to any Interest Period, the last day of that InterestPeriod;

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“**Interest Period**”means, in relation to any Advance or the Credit or, as the context may require,any relevant part of the Credit, each period for the calculation of interest inrespect of that Advance, the Credit or, as the case may be, that part of theCredit ascertained in accordance with clause 3.2 of the Credit Agreement;

“**ISM Code**” meansthe International Safety Management Code for the Safe Operation of Ships andfor Pollution Prevention constituted pursuant to Resolution A.741(18) of theInternational Maritime Organisation and incorporated into the Safety of Life atSea Convention, and includes any amendment of the foregoing and any regulationissued pursuant to the foregoing;

“**ISM Operator**”means, in relation to any Equipment, any person who is at any time concerned inthe operation of that Equipment and who falls within the definition of “Company”set out in the ISM Code;

“**ISPS Code**”means the International Ship and Port Facility Security Code of theInternational Maritime Organisation and includes any amendments or extensionsthereto and any regulation issued pursuant thereto;

“**ISS Certificate**”mean the International Ship Security Certificate for the relevant Equipmentissued in accordance with the ISPS Code;

“**LDC**” meansLufeng Development Company ANS, a partnership established under the laws ofNorway, with registration number 976 744 705, whose registered office is at c/oAdvokatfirmaet Schjodt AS, Dronning Mauds Gate 11, PO Box 2444 Solli, 0201Oslo, Norway;

“**LDC Account Charge**”means the account charge entered into or to be entered into by LDC in favour ofthe Security Trustee in relation to the LDC Assigned Account, in the AgreedForm;

“**LDC Assigned Account**”means the interest bearing Dollar account of LDC with the Account Bankdesignated “LDC Assigned Account” with account number 02.00.46.588, andincludes any redesignation and sub-accounts thereof;

“**LDC Share Pledge**”means the pledge over all of the shares of LDC executed or, as the context mayrequire, to be executed by BI and BH in favour of the Security Trustee, in theAgreed Form;

“**Lease**” meansthe Aoka Mizu Lease, the Bleo Holm Lease, the Bluewater (Munin) Lease, the GlasDowr Lease, the Haewene Brim Lease and the Uisge Gorm Lease, and means togethereach of the foregoing;

“**Leverage Calculation Date**” means each dateon which the Operating Leverage is required to be calculated for the purposesof the Credit Agreement, the first such date being 31 March 2006, the secondsuch date being 30 September 2006, and thereafter 31 March and 30 September ineach year prior to the Final Repayment Date;

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“**Leverage Calculation Period**” means:

(a)                       unlessparagraph (b) below applies, each period of twelve (12) months ending three (3)months before the Leverage Calculation Date; and

(b)                      inrelation to any New Unit, Unit Project, Speculative Unit or the Ettrick Projectin respect of which Completion has occurred during the twelve (12) month periodreferred to in paragraph (a), the aggregate of:

(i)                           theperiod of up to twelve (12) months ending three (3) months before the LeverageCalculation Date and commencing on Completion; and

(ii)                        tothe extent that the period in sub-paragraph (i) above is less than twelve (12)months, the period from the date falling three (3) months before the LeverageCalculation Date, up to a maximum of twelve (12) months,

**providedalways** that the periods determined under paragraphs (b) (i)and (ii) above in relation to any one unit or project, whether lookingbackwards or forwards, shall not in aggregate exceed twelve (12) months.

“**Liabilities**” (i)of the Facility Beneficiaries at any time, means the Facility Liabilities atthat time and (ii) of the Hedging Providers at any time, means the HedgingLiabilities at that time;

“**LIBOR**” means, in relation to any period:

(a)                        theBritish Bankers’ Association Interest Settlement Rate for a period equivalentto that period at or about 11 a.m. (London time) on the second Banking Daybefore the first day of that period as displayed on the appropriate page of theReuters Screen (or such other page as may replace such page on such system oron any other system of the information vendor for the time being designated bythe British Bankers’ Association to calculate the BBA Interest Settlement Rate(as defined in the British Bankers’ Association’s Recommended Terms andConditions dated August, 1985)), or

(b)                       ifon such date no such rate is so displayed, LIBOR for that period shall be thearithmetic mean (expressed as a percentage rounded upwards, if necessary, tofive decimal places) of the rates respectively quoted by each of the ReferenceBanks to the Facility Agent at the request of the Facility Agent as thatReference Bank’s offered rate for deposits of the relevant currency for aperiod equivalent (or as nearly as possible equivalent) to that period toleading banks in the London Interbank Market at or about 11.00 a.m. (Londontime) on the day on which quotations would ordinarily be given by prime banksin the London Interbank Market for delivery on the first day of that period;

“**Losses**” meansall losses, liabilities, costs, charges, expenses, damages and outgoings ofwhatsoever nature (including without limitation, Taxes, stamp duties and otherduties or charges, registration fees, repair costs, insurance premiums, fees ofinsurance advisers, printing costs, out-of-pocket expenses and fees anddisbursements of legal counsel) (together with any Value Added Tax or similarTax payable in respect thereof), but excluding those losses, liabilities,costs, charges, expenses, damages and outgoings which are payable, suffered orincurred by any person and which (i) result from a breach by that person of anyTransaction Document (unless that breach results from or arises out of thebreach of any Transaction

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Document by any other person), (ii) result from thewilful misconduct or gross negligence of that person, (iii) represent the costof management time of personnel of that person unless (if that person is theSecurity Trustee or the Facility Agent) that management time is spent followingand directly in relation to the occurrence of an Event of Default, or (iv)comprise Taxes to which the provisions of clause 6.7.1 of the Credit Agreementdo not apply;

“**Loss Payable Clauses**”means the provisions regulating the manner of payment of amounts recoverableunder the Insurances which are to be incorporated in the relevant documents inrespect of the Insurances, such provisions, in relation to any Equipment, to bein the form of schedule 2 to the Deed of Proceeds and Priorities or insuch other form or forms as the Security Trustee may from time to timereasonably require or agree in writing;

“**Majority Banks**”means, at any time and subject to the following proviso, Banks the aggregate ofwhose Contributions at that time exceeds sixty six point six six per cent.(66.66%) of the Credit at that time or, if no Advance has been made, Banks theaggregate of whose Commitments at that time exceeds sixty six point six six percent. (66.66%) of the total of the Commitments at that time or, if all of theCommitments have been reduced to zero at or prior to that time, Banks theaggregate of whose Commitments immediately prior to that reduction exceededsixty six point six six per cent. (66.66%) of the total of the Commitments atthat time, provided however that, at any time after an Enforcement Event hasoccurred and the relevant Acceleration Notice has not been revoked, whenever itis necessary to determine “Majority Banks” for the purposes of any instructionsto be given in respect of the enforcement of the Secured Property (or any partthereof) (but not, for the avoidance of doubt, at any other time or for anyother purpose):

(a)                        allreferences in this definition to Banks shall be deemed to include reference toeach of the Hedging Providers;

(b)                       allreferences in this definition to Contributions of any Bank and all referencesin this definition to Commitments of any Bank shall (in each case) be deemed toinclude reference to all Hedging Liabilities owed to that Bank; and

(c)                        allreferences in this definition to the Credit and all references in thisdefinition to the total of the Commitments shall (in each case) be deemed toinclude reference to all Hedging Liabilities;

“**Mandatory Cost**”means the percentage rate per annum calculated by the Facility Agent inaccordance with Schedule 8 of the Credit Agreement;

“**Marenco**” meansMarenco Investments Limited, a company incorporated under the laws of Malta,with company number C31974, whose registered office is at 48, Sqaq Nru 2, Triqix-Xatt, Pieta MSD 08, Malta, and includes its successors in title;

“**Marenco Loan Agreement**”means the Amended and Restated Subordinated Loan Agreement entered into betweenAurelia Energy as borrower and Marenco as lender dated November 21, 2001, asfrom time to time amended and supplemented;

“**Margin**” means,at any time and in relation to any amount, the margin applicable at that timeto that amount calculated in accordance with clause 3.6 of the CreditAgreement;

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“**Material Adverse Change**”means any change in the business, operations, property, condition (financial orotherwise) or prospects of the Obligors taken as a whole which has or will havea Material Adverse Effect, provided however that for the purpose of thisdefinition no such change shall be considered to have a Material Adverse Effectif:

(a)                        thatchange is described in or contemplated by the terms of another Default or anEvent of Default in clause 10.1; and

(b)                       thatDefault has not matured into an Event of Default, or for any other reason thatEvent of Default has not occurred or did occur but is not continuing or outstandingunremedied or waived;

“**Material Adverse Effect**”means any event or circumstance (or combination of events or circumstances) theeffect of which is or is likely to be materially adverse to:

(a)                        theability of the Obligors taken as a whole to perform their material obligationsunder the Facility Documents; or

(b)                       thevalidity or enforceability of, or the effectiveness or ranking of any securitygranted or purporting to be granted pursuant to any of, the Facility Documentsor the rights or remedies of any Facility Beneficiary under any of the FacilityDocuments;

“**Material of EnvironmentalConcern**” means and includes pollutants, contaminants, toxicsubstances, oil and its products and all hazardous substances and any othersubstance whose release into the environment is regulated or penalised byEnvironmental Laws;

“**Maximum Available Amount**”means, at any time, the lesser of (a) the Facility Amount at that time, and (b)sixty six point seven per cent (66.7%) of the Aggregate Fair Market Value atthat time;

“**month**” means aperiod beginning in a calendar month and ending in the next calendar month onthe day preceding the day numerically corresponding to the day of the calendarmonth on which it started, provided that (i) if that period began on the last BankingDay in a calendar month or if there is no such numerically corresponding day,it shall end on the last Banking Day in such next calendar month, and (ii) ifthat day preceding such numerically corresponding day is not a Banking Day, theperiod shall end on the next following Banking Day in the same calendar monthbut if there is no such Banking Day it shall end on the preceding Banking Day,and “months” and “monthly” shall be construed accordingly;

“**Mortgage**” means(i) in relation to the Uisge Gorm Vessel, the BNV Mortgage, (ii) in relation tothe Glas Dowr Vessel, the BGD Mortgage, (iii) in relation to the Bleo HolmVessel, the BBH Mortgage, (iv) in relation to the Bluewater (Munin) Vessel, theBM Mortgage, (v) in relation to the Haewene Brim Vessel, the BHB Mortgage, and(vi) in relation to the Aoka Mizu Vessel, the BAM Mortgage, and means togethereach of the foregoing;

“**Net Financial Indebtedness**” means, at anyrelevant time in relation to any person, the Financial Indebtedness of thatperson at that time **less** theamount of any cash or Cash Equivalent Investments owned by such person andwhich is not subject to any Encumbrance other than an Encumbrance in favour ofor for the benefit of the Beneficiaries;

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“**NettingArrangements**” means arrangements entered into between the AccountBank and the Bluewater Group Members which are Owners or Operators, permittingthe netting of balances credited or debited to the Assigned Accounts and thenotional debiting or crediting of the resulting aggregate balance in theCollection Account, which arrangements shall have been notified to, andapproved by, the Facility Agent in writing on or prior to the Drawdown Date ofthe Initial Advance;

 “**New Contract**” means, in relation to any document, any deed,document, instrument, contract, agreement or other arrangement entered intounder, pursuant to or in connection with that document which materially amendsor replaces that document or any of the terms and conditions thereof or whichconsents to any such amendment or replacement;

“**New Unit**”means any FPSO or FSO acquired by any Bluewater Group Member which is not anitem of the Equipment, a Unit Project, the Ettrick Project or a SpeculativeUnit;

“**New Unit Contract**”means an agreement that has been entered into for the operation of a New Unit,and which is not a Speculative Unit Contract;

“**Nexen**” meansNexen Petroleum (UK) Limited, a company incorporated under the laws of Englandand Wales, with company number 1051137, whose registered office is at CharterPlace, Vine Street, Uxbridge, Middlesex UB8 1JG, England;

“**Norwegian Charge**”means the factoring agreement pursuant to the Norwegian Liens Act of 1980 (inNorwegian, “*Factoringavtale*”) to be given by LDC infavour of the Security Trustee over LDC’s trade receivables relating to thesale of goods or services in respect of the Bluewater (Munin) Vessel;

“**Notes**”means debt securities issued by Bluewater Finance and guaranteed on a seniorsubordinated basis by the Bluewater Group and Aurelia Energy, and anynotes and guarantees of such persons replacing or refinancing those debtsecurities or having substantially identical terms and conditions (includingwithout limitation those with respect to the subordination of the Notes to theSecured Obligations) which shall have been registered with the U.S. Securitiesand Exchange Commission under the U.S. Securities Act and issued in exchangetherefor;

“**Notes RedemptionCosts**” means any part of the Redemption Price plus any non-cashaccounting loss resulting from any prepayment of the Notes that has beendeducted for accounting purposes from EBITDA on or following the RedemptionDate;

“**Notice ofAssignment**” means:

(a)                        inrelation to any Field Operator, a notice of assignment in the Agreed Form,

(b)                       inrelation to any Approved Brokers, a notice of assignment in substantially theform and terms of Part 1 of schedule 1 to the General Assignment,

(c)                        inrelation to any Refurbishment Contractor, a notice of assignment insubstantially the form and terms of Part 2 of schedule 1 to the GeneralAssignment,

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(d)                       inrelation to any other person who is a party to the Assigned Documents, a noticeof assignment in such form and terms as the Facility Agent may reasonablyrequire (which may incorporate an acknowledgement thereof),

and the expression Notices of Assignment meanstogether each such notice of assignment, together with each acknowledgementthereof, together with each acknowledgement thereof;

“**Obligors**” means(i) together the Original Obligors and each Additional Obligor (including anyAdditional Borrower and Additional Guarantor, but excluding any ReleasedGuarantor), and all references to the Obligors include a reference to each orany of them (as the context may require), and (ii) in relation to anyEquipment, each of the Bluewater Group Members who is a party to a SecurityDocument in relation to that Equipment;

“**O.I.M.**” has themeaning ascribed to the term “installation manager” in regulation 2(1) of TheOffshore Installations and Pipeline Works (Management & Administration)Regulations 1995;

“**Operator**” means(i) in relation to the Uisge Gorm Vessel, BOPS, (ii) in relation to the GlasDowr Vessel, BUK, (iii) in relation to the Bleo Holm Vessel, BFP, (iv) inrelation to the Bluewater (Munin) Vessel, LDC, (v) in relation to the HaeweneBrim Vessel, PPC, and (vi) in relation to the Aoka Mizu Vessel, BEP, and anyother Bluewater Group Member which may become party to a Lease as a lessee orcharterer and/or a Contract as an operator, and means together each of theforegoing;

“**Operating Fees**”means (i) in relation to the Uisge Gorm Contract, the Uisge Gorm OperatingFees, (ii) in relation to the Glas Dowr Contract, the Glas Dowr Operating Fees,(iii) in relation to the Bleo Holm Contract, the Bleo Holm Operating Fees, (iv)in relation to the Bluewater (Munin) Contract, the Bluewater (Munin) OperatingFees, (v) in relation to the Haewene Brim Contract, the Haewene Brim OperatingFees, and (vi) in relation to the Aoka Mizu Contract, the Aoka Mizu OperatingFees;

“**Operating Leverage**” means, on and byreference to each date (“**Relevant Date**”)falling three (3) months before any Leverage Calculation Date (and withoutdouble-counting), the outstanding Net Financial Indebtedness of Aurelia Energyas shown in its most recent financial statements available at that LeverageCalculation Date:

(a)           **excluding**:

(i)                                     ProjectFinance Indebtedness; and

(ii)                                  FinancialIndebtedness comprising Subordinated Amounts; and

(iii)                               in relation to any NewUnit, Unit Project, Speculative Unit or the Ettrick Project, any FinancialIndebtedness (other than Excess Debt) used to finance the cost of acquisitionand/or Construction of that New Project, Unit Project, Speculative Unit or theEttrick Project, unless Completion of the same has occurred on or prior to theRelevant Date, in which case such Financial Indebtedness shall not be sodeducted; and

(b)           **including** Excess Debt;

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**dividedby** (without double-counting) the aggregate of EBITDA, theNotes Redemption Costs and Qualifying Contract Cash Flow of Aurelia Energyaccruing or incurred during the applicable Leverage Calculation Period, **excluding** EBITDA (or any part of EBITDA) derivedfrom any Project Financed Property and assigned to any person other than assecurity for the Secured Obligations;

“**Original Guarantors**”means together each of Aurelia Energy, Bluewater Energy, BOPS, BFB, BBH, BGD,BHB, BM, BNV, BI, LDC, BSU, BEP, BFP, BOL, BUK and PPC, and includes theirrespective successors in title, and all references to the Original Guarantorsinclude a reference to each or any of them (as the context may require);

“**Original Obligors**”means together the Borrowers (other than any Additional Borrowers) and theOriginal Guarantors, and all references to the Original Obligors include areference to each or any of them (as the context may require);

“**Outstanding Indebtedness**”means, at any time, the aggregate of (i) the Credit at that time and allinterest accrued thereon and all fees then due and payable in relation thereto,and (ii) all other amounts then due and payable to the Facility Beneficiariesor any of them under and pursuant to the Facility Documents or any of them;

“**Owned and ControlledSubsidiary**” of any person means a Subsidiary of that person inrespect of which the entire voting share capital of that Subsidiary is,directly or indirectly, effectively owned (legally and/or beneficially) andcontrolled by that person;

“**Owner**” means(i) in relation to the Uisge Gorm Vessel, BNV, (ii) in relation to the GlasDowr Vessel, BGD, (iii) in relation to the Bleo Holm Vessel, BBH, (iv) inrelation to the Bluewater (Munin) Vessel, BM, (v) in relation to the HaeweneBrim Vessel, BHB, and (vi) in relation to the Aoka Mizu Vessel, BAM, and, ineach case, any other Bluewater Group Member which may become the owner of therelevant Vessel, and means together each of the foregoing;

“**Participating Member State**”means any member state of the European Communities that adopts or has adoptedthe euro as its lawful currency in accordance with legislation of the EuropeanCommunity relating to Economic and Monetary Union;

“**Payment Documents**”means (i) in relation to the Glas Dowr Vessel, the Glas Dowr Lease and the GlasDowr Contract, (ii) in relation to the Uisge Gorm Vessel, the Uisge Gorm Lease,the Uisge Gorm Contract and the Uisge Gorm Partial AH Contract Assignment,(iii) in relation to the Bleo Holm Vessel, the Bleo Holm Lease and the BleoHolm Contract (iv) in relation to the Bluewater (Munin) Vessel, the Bluewater(Munin) Lease and the Bluewater (Munin) Contract (v) in relation to the HaeweneBrim Vessel, the Haewene Brim Lease and the Haewene Brim Contract (vi) inrelation to the Aoka Mizu Vessel, the Aoka Mizu Lease and the Aoka MizuContract;

“**PermittedEncumbrance**” means:

(a)                        anyEncumbrance created or arising in favour of the Security Trustee by, under orpursuant to the Facility Documents;

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(b)                       anyEncumbrance for Taxes either not yet assessed or, if assessed, not yet due andpayable or being contested in good faith by appropriate proceedings (and forthe payment of which adequate reserves have been provided) so long as any suchproceedings or the continued existence of such Encumbrance do not involve anylikelihood of the arrest, sale, forfeiture or loss of, or of any interest in,the Equipment or any part thereof or the Assigned Property or any part thereof;

(c)                        Encumbrancesarising out of claims, judgments or awards which are being contested in goodfaith or which are subject to a pending appeal and for which there shall havebeen granted a stay of execution pending such appeal and for the payment ofwhich adequate reserves have been provided so long as any such proceedings donot involve any likelihood of the arrest, detention, sale, forfeiture or lossof, or of any interest in, the Equipment or any part thereof or the AssignedProperty or any part thereof;

(d)                       anylien for salvage, any ship repairer’s or outfitter’s possessory lien in each casefor a sum not exceeding fifteen million Dollars ($15,000,000) or the equivalentin any other currency, or any lien for general average or for O.I.M.’s, officer’sor crew’s wages, in each case incurred in the ordinary course of trading andbeing not more than ten (10) Banking Days outstanding;

(e)                        anyEncumbrance created by, or in favour of, any person under or pursuant to, andas expressly permitted by, any Transaction Document;

(f)                          anyEncumbrance arising by operation of law or, in the case of any Encumbrancewhich is a right of set-off or netting by an agreement to the same effect, ineach case, in the ordinary course of its banking arrangements for the purposeof netting debit and credit balances of any Obligor but only for so long as (i)such arrangement does not permit credit balances of Obligors to be set-off ornetted against debit balances of Bluewater Group Members which are notObligors, and (ii) such arrangement does not give rise to other Encumbrancesover the assets of Obligors in support of liabilities of Bluewater GroupMembers which are not Obligors;

(g)                       anyEncumbrance in respect of claims then covered by the Insurances, provided thatthere is no likelihood of the arrest, detention, sale or forfeiture or loss of,or of any interest in, the Equipment or any part thereof or the AssignedProperty or any part thereof;

(h)                       anyEncumbrance which, as to priority and the ability to enforce, is fully andeffectively subordinated to the Facility Obligations and the Security, in eachcase for the whole of the Facility Security Period on terms approved by theFacility Agent; and

(i)                           anyEncumbrance arising under any retention of title, hire purchase or conditionalsale arrangement or arrangements having similar effect in respect of goodssupplied in the ordinary course of trading and on the supplier’s standard orusual terms and not arising as a result of any default or omission by anyObligor;

“**Permitted Indebtedness**”means any Financial Indebtedness of any Bluewater Group Member other thanFinancial Indebtedness which will not be applied in or towards financing theCore Business and******which, when aggregated withall other Financial Indebtedness of all Bluewater Group Members which will notbe applied in or towards financing the Core

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Business, exceeds seventy five million Dollars($75,000,000) provided that any Financial Indebtedness of Aurelia Energy whichwill not be applied in or towards financing the Core Business shall be added toany such Financial Indebtedness of any Bluewater Group Member for the purposeof determining whether the amount of seventy five million Dollars ($75,000,000)has been reached;

“**person**” meansand includes an individual, firm, company, corporation, unincorporated body ofpersons or any  Government Entity andincludes all (if any) successors in title of, and permitted assignees orpermitted transferees of all or any of the rights and obligations of, a person;

“**PetroSA**” meansPetroSA (formerly known as Soekor E & P (Pty) Ltd), a company incorporatedunder the laws of South Africa;

“**Port of Registry**”mean, in relation to any Vessel, the port in the Flag State in relation to thatVessel where that Vessel is from time to time registered;

“**PPC**” meansPierce Production Company Limited, a company incorporated under the laws ofEngland and Wales, with company number 3492253, whose registered office is at400 Capability Green, Luton, Bedfordshire LU1 3LU, England;

“**PPC Account Charge**”means the account charge entered into or to be entered into by PPC in favour ofthe Security Trustee in relation to the PPC Assigned Account, in the AgreedForm;

“**PPC Assigned Account**”means the interest bearing Dollar account of PPC with the Account Bankdesignated “PPC Assigned Account” with account number 02.00.47.266, andincludes any redesignation and sub-accounts thereof;

“**PPC Share Pledge**”means the pledge over all of the shares of PPC executed or, as the context mayrequire, to be executed by BSU in favour of the Security Trustee, in the AgreedForm;

“**Principal Obligors**”means each Borrower, each of Aurelia Energy, Bluewater Energy, BOPS, BFB, BI,BSU and, at any time, any Owner and any Operator which at that time has notceased to be a Guarantor pursuant to and in accordance with clause 21.8 of theCredit Agreement;

“**Proceeds**”means, in relation to any Equipment, (i) the Equipment Proceeds in relation tothat Equipment, and (ii) the Assigned Property Proceeds in relation to thatEquipment, and means together all of the Equipment Proceeds in relation to allof the Equipment and all of the Assigned Property Proceeds in relation to allof the Equipment;

“**Professional Market Party**”means a professional market party (professionele marktpartij) under the DutchExemption Regulation;

 “**Project Cost**” means the total amount (as confirmed by theTechnical Consultant and as detailed in the Initial Budget in relation to theEttrick Project or, as the case may be, a Unit Project produced prior to thattime) of the cost required to complete the Construction of the Ettrick Projector, as the case may be, a Unit Project;

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“**Project Expenditure**”means the aggregate of all Project Cost paid on or prior to that time and/ordue and payable at that time and includes, for the avoidance of doubt, allRelevant Project Expenditure in relation to the Ettrick Project or, as the casemay be, a Unit Project as translated into Dollars in accordance with thedefinition of “Relevant Project Expenditure”;

“**Project ExpenditureCertificate**” means a certificate from the Bluewater Agent insubstantially the form and terms set out in schedule 5 to the CreditAgreement;

“**Project Finance Indebtedness**” means,subject to the proviso to this definition, Indebtedness of Aurelia Energyincurred in relation to any specifically named or identifiable project or assetor combination of assets (the “**Project FinancedProperty**”) in respect of which:

(a)                       noneof Aurelia Energy nor any Bluewater Group Member (other than an ExcludedSubsidiary) creates an Encumbrance over or in relation to any asset other thanthe Project Financed Property; and

(b)                      anyperson to whom the Indebtedness referred to in paragraph (a) above is owed (a “**PF****Creditor**”)has no recourse to any asset of Aurelia Energy or any Bluewater Group Memberexcept Project Financed Property and any asset of an Excluded Subsidiary; and

(c)                       exceptas may be required to make a demand or claim for payment or repayment ofIndebtedness or to enforce an Encumbrance permitted under paragraph (a) above,no PF Creditor shall have recourse to any credit support of any kind (includingany undertaking, guarantee, indemnity or other arrangement constitutingIndebtedness) from Aurelia Energy or any Bluewater Group Member (except anExcluded Subsidiary),

**providedalways** that Project Finance Indebtedness shall not includeany Indebtedness of an Excluded Subsidiary which comprises an Encumbrance,right of recourse or other credit support of the type described in paragraphs(a) through (c) above where that Indebtedness secures any Indebtedness incurredin relation to:

(i)            another ProjectFinanced Property; or

(ii)           the financing of anyasset or project which is not Project Financed Property;

in each case incircumstances where that Excluded Subsidiary has no commercial involvement orparticipation in the construction, supply, conversion and/or operation of theProject Financed Property or asset or project referred to in paragraphs (i) and(ii) above, as the case may be;

“**Project FinancedProperty**” has the meaning given to it in the definition of ProjectFinance Indebtedness;

“**protection and indemnityrisks**” means the usual risks (including oil pollution and freight,demurrage and defence cover) covered by a protection and indemnity associationapproved in writing by the Security Trustee (including, without limitation, theproportion (if any) of the amounts (if any) payable to any other person orpersons in case of collision which are not recoverable under the hull andmachinery policies by reason of the incorporation therein of clause 8 ofthe Institute Time clauses (Hulls) (1/11/95) or the Institute AmendedRunning Down clause (1/10/71) or any equivalent provision);

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“**QualifyingBank**” means:

(a)                                  aperson which is:

(1)                        a bank asthat term is defined in Section 840A of the Income and Corporation TaxesAct 1988; and

(2)                        a bank orfinancial institution resident in the United Kingdom for the purposes ofTaxation,

but so that if such Actis amended or repealed, this paragraph (a) shall be amended in such manneras the Facility Agent, after consultation with the Banks, shall determine to benecessary in order to define persons of the relevant equivalent category; or

(b)                                 aperson which is a bank or financial institution (whether incorporated in theUnited Kingdom or elsewhere) and which is not resident in the United Kingdom,provided that bank or financial institution is a Professional Market Party;

“**Qualifying Contract Cash Flow**”****means, for the purpose of any calculationof the Operating Leverage in respect of any Leverage Calculation Period duringwhich Completion has occurred in relation to any New Unit, Unit Project,Speculative Unit or the Ettrick Project, in relation to any New Contract,Contract (other than a Current Contract), New Unit Contract or Speculative UnitContract the guaranteed payments (**excluding**payments comprising operating rates and EBITDA (or any part of EBITDA) derivedfrom any Project Financed Property and assigned to any person other than assecurity for the Secured Obligations but **including**mobilisation or other lump-sum payments received under a New Contract, Contract(other than a Current Contract), New Unit Contract or Speculative Unit Contractduring or relating to Construction or mobilisation) forecast by the BluewaterAgent to be due under that New Contract, Contract, New Unit Contract orSpeculative Unit Contract (as calculated, where applicable, by reference to theproduction profiles provided by the relevant Field Operator in relation to anyrelevant New Contract, Contract, New Unit Contract or Speculative UnitContract), assuming:

(a)                       compliancewith any minimum uptime requirement under such New Contract, Contract, New UnitContract or Speculative Unit Contract; and

(b)                      thatthe New Contract, Contract, New Unit Contract or Speculative Unit Contractcontinues for at least its minimum term without breach by any party to it; and

**provided that** ifthe Bluewater Agent in good faith does not reasonably expect any of suchforecast guaranteed payments to be due from a Field Operator or other person(not being a Bluewater Group Member) for all or any part of the applicableLeverage Calculation Period, the amount of such forecast non-payable paymentsshall not be included as Qualifying Contract Cash Flow for the period inrespect of which they are not expected to be due;

“**QualifiedMajority Banks**” shall have the same meaning as set out in thedefinition of “Majority Banks” in the Credit Agreement, save that eachreference therein to “sixty six point six six per cent. (66.66%)” shall be readand construed as “seventy five per cent. (75%)”;

“**Quiet Enjoyment Letter**”mean (i) in relation to the Uisge Gorm Contract, the Uisge Gorm Quiet EnjoymentLetter, (ii) in relation to the Glas Dowr Contract, the Glas Dowr Quiet

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Enjoyment Letter, (iii) in relation to the Bleo HolmContract, the Bleo Holm Quiet Enjoyment Letter, (iv) in relation to theBluewater (Munin) Contract, the Bluewater (Munin) Quiet Enjoyment Letter, (v)in relation to the Haewene Brim Contract, the Haewene Brim Quiet EnjoymentLetter, and (vi) in relation to the Aoka Mizu Contract, the Aoka Mizu QuietEnjoyment Letter;

“**Receiver**” meansand includes any receiver and/or manager of the Secured Property and theEquipment or any part thereof appointed under or pursuant to any FacilityDocument (and whether acting as agent for any Beneficiary or otherwise);

“**Redemption Date**”has the meaning given to it in the Indenture;

“**Redemption Price**”has the meaning given to it in the Indenture;

“**Reduction Amount**”means, in respect of any Repayment Date, the amount set out opposite suchRepayment Date in the Reduction Schedule;

“**Reduction Schedule**”means the reduction schedule set out in schedule 4 to the CreditAgreement;

“**Reference Banks**”means, in relation to LIBOR and Mandatory Cost, ING Bank N.V. and such otherbanks as may be appointed by the Facility Agent in consultation with theBluewater Agent;

“**Refurbishment Contractor**”means any person (other than any Obligor) who is a party to a ConstructionContract, and means together each such person;

“**Related Company**”of any person means any Subsidiary of that person, any company or other personof which that person is a Subsidiary, and any Subsidiary of any such company orother person;

“**Release Deed**”means together the deed of release, reassignment, discharge and terminationdated the Closing Date between certain of the parties to the TransactionDocuments and each other document (dated on or about the Closing Date) whichthe Facility Agent (acting reasonably) may determine is necessary to effect therelease of all security granted in connection with the Existing RCF Agreement;

“**Released Guarantor**”means at any time any Guarantor which has been released as a Guarantor ascontemplated in clause 21.8 of the Credit Agreement and which has not become anAdditional Guarantor, in each case at or prior to such time;

“**Relevant Consideration**”means, in relation to any Beneficiary, all obligations, liabilities andagreements assumed, undertaken, incurred and made by that Beneficiary under andpursuant to the Credit Agreement and the other Transaction Documents (andincludes, without limitation, in relation to the Banks, the agreement of theBanks to make available to the Borrowers an eight hundred and fifty millionDollar ($850,000,000) revolving credit facility pursuant to the CreditAgreement), in each case at the request of each of the Obligors;

“**Relevant Equipment**”means the Equipment and any other vessel and/or appliances, parts, accessories,fittings, instruments, machinery, modules, components, equipment, supplies,installations and other facilities or materials whatsoever allocated to,appropriated for,

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installed in, attached to or otherwise relating to anyvessel or part thereof from time to time (whether before or after the datehereof) owned, managed or crewed by, or chartered to, any Bluewater GroupMember or any Related Company of any Bluewater Group Member;

“**Relevant Jurisdiction**”means, in relation to any person, any jurisdiction in which or where thatperson is incorporated, resident, domiciled, has a permanent establishment,carries on, or has a place of, business or the laws of which are otherwiseapplicable to that person or to a material part of the assets of that person;

“**Relevant Obligations**”(i) of any Borrower, means all monies, obligations and liabilities from time totime owing or payable, undertaken, incurred or assumed by that Borrower to orin favour of the Facility Beneficiaries (or any of them) under or pursuant tothe Credit Agreement and all other monies, obligations and liabilities fromtime to time owing or payable, undertaken, incurred or assumed by that Borroweror by any other Obligor to or in favour of the Beneficiaries (or any of them)or to the Security Trustee on their behalf under or pursuant to any otherTransaction Document, (ii) of any other Obligor, means all monies, obligationsand liabilities from time to time owing or payable, undertaken, incurred orassumed by that Obligor or by any other Obligor to or in favour of theBeneficiaries (or any of them) or to the Security Trustee on their behalf underand pursuant to clause 3 of the Facility Guarantee and all monies,obligations and liabilities from time to time owing or payable, undertaken,incurred or assumed by that Obligor or by any other Obligor under or pursuantto any other Transaction Document and (iii) of any other Obligor, means allmonies, obligations and liabilities referred to in parts (i) and (ii) above;

“**Relevant ProjectExpenditure**” means, at any time, the Project Expenditure at thattime in relation to the Ettrick Project or, as the case may be, a Unit Projectwhich is denominated in a currency other than Dollars, as translated from thatcurrency into Dollars at the Exchange Rate;

“**Repayment Dates**”means each date specified in the Reduction Schedule to and including the FinalRepayment Date;

“**Repayment Periods**”means each three (3) month period commencing on the day following a RepaymentDate and terminating on the immediately succeeding Repayment Date;

“**Repeating Representation**”has no meaning given to it in (i) clause 7.3 of the Credit Agreement or (ii)clause 6.3 of the Facility Guarantee, as the context may require;

“**Requisition Compensation**”means, in relation to any Equipment, all monies and other compensation fromtime to time payable by reason of, or otherwise in connection with, theCompulsory Acquisition of that Equipment or any part thereof;

“**Reservations**”means and includes the following in relation to any Obligor:

(a)                        lawsapplicable to that Obligor relating to bankruptcy, insolvency or liquidation orany other laws or legal procedures affecting generally the enforcement ofcreditors’ rights and the applicable general principles of equity anddiscretionary remedies; and

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(b)                       anyexplicit qualification as to matters of general principles of law contained inthe legal opinion(s) delivered to the Facility Beneficiaries in relation tothat Obligor pursuant to or in relation to the Facility Documents;

“**Resignation Letter**”means a letter substantially in the form set out in Schedule 10 of the CreditAgreement;

“**Risers**” meansall equipment, dynamic flexible pipework and paths necessary to connect theflow, signal and control paths between the Flow Lines and a vessel and includesthe umbilicals;

“**Roll Over Advance**”means any Advance referred to in clause 4.1.3 which is equal to or less thanthe relevant maturing Advance;

“**Secured Obligations**”means the aggregate of the Relevant Obligations of each Obligor;

“**Secured Property**”means, in relation to any Equipment, (i) the security, powers, rights(including, without limitation, the rights to receive monies and make claimsfor damages), remedies, title, benefit (including, without limitation, thebenefit of all covenants, undertakings, guarantees, agreements,representations, warranties, obligations and liabilities) and interests(present and future, actual and contingent) constituted by, or conferred underor pursuant to, all and any of the Security Documents and all and any notices,acknowledgements and undertakings given in connection with any SecurityDocument (whether from any Obligor or any other person) if and to the extentthat that security, title and benefit and those powers, rights, remedies and interestsrelate to the Security in relation to that Equipment or any part thereof, (ii)all monies, property and other assets paid, transferred, vested, received orrecovered to, in or by any person (including, without limitation, anyBeneficiary, any agent of any Beneficiary or any Receiver) pursuant to theenforcement or exercise of, or in respect of, all or any of that security,title and benefit and those powers, rights, remedies and interests or otherwisein connection with the Security in relation to that Equipment or any partthereof, and (iii) during the Facility Security Period, all monies, propertyand other assets at any time representing or deriving from any of theforegoing, including all investments, interest, income and other amounts at anytime received or receivable in respect of, or otherwise in connection with, thesame (or any part thereof), and means together all of the Secured Property inrelation to all of the Equipment;

“**Security**”means, in relation to any Equipment, all rights, title, benefit and interestin, to, under and pursuant to (i) that Equipment, (ii) the shares of the Ownerand the Operator in relation to that Equipment, (iii) the Assigned Documents inrelation to that Equipment, (iv) the Earnings in relation to that Equipment,(v) the Insurances in relation to that Equipment, (vi) the RequisitionCompensation in relation to that Equipment, (vii) each of the AssignedAccounts, the Assigned Monies in relation to each of the Assigned Accounts andthe Assigned Account Documents in relation to each of the Assigned Accounts, ineach case if and to the extent that the same relates to, or represents, any ofthe foregoing, and means together all such rights, title, benefit and interestin relation to all of the Equipment, and all references to the Security includea reference to each or any part thereof (as the context may require);

“**Security Documents**”means (i) together the Deed of Proceeds and Priorities, the General Assignment,each Mortgage, each Share Pledge, each Account Charge, each Quiet EnjoymentLetter, the Norwegian Charge, the Notices of Assignment, each Additional Noticeof

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Assignment, each General Assignment Supplemental Deed,each DPP Supplemental Deed, each Guarantee Accession Deed and each FurtherAssurance Deed, in each case, as from time to time amended or supplemented,together with each New Contract in relation to any of the foregoing and eachother deed, document, agreement or instrument which the parties thereto agree,with the consent of the Majority Banks, is to be a Security Document, and (ii)in relation to any Equipment, the Mortgage in relation to that Equipment, theShare Pledges in relation to that Equipment, the General Assignment, eachGeneral Assignment Supplemental Deed which relates to that Equipment and eachAccount Charge entered into by any Obligor who is the Owner, the Operator,and/or the Lessee in relation to that Equipment;

“**Security Trustee**”means ING Bank N.V., a company incorporated under the laws of The Netherlands,or such other person as may at the relevant time be appointed, and be acting,as security trustee pursuant to clause 6 of the Deed of Proceeds andPriorities, together with each other person who may at the relevant time beacting as additional or co-trustee pursuant to clause 6 of the Deed ofProceeds and Priorities, and includes its successors in title and (unless thecontext otherwise requires) each agent appointed by the Security Trusteepursuant to clause 6.18 and 6.25 of the Deed of Proceeds and Priorities;

“**Security Trustee Account**”means the interest bearing Dollar account of the Security Trustee with theSecurity Trustee Account Bank, with account number 02.00.69.847, and includesany redesignation and sub-accounts thereof;

“**Security Trustee AccountBank**” means ING Bank N.V., acting through its Amsterdam head office,and includes its successors in title;

“**Share Pledge**”means (i) in relation to the Uisge Gorm Vessel, the BNV Share Pledge, BOPSShare Pledge and the BOL Share Pledge, (ii) in relation to the Glas DowrVessel, the BGD Share Pledge and the BUK Share Pledge, (iii) in relation to theBleo Holm Vessel, the BBH Share Pledge and the BFP Share Pledge, (iv) inrelation to the Bluewater (Munin) Vessel, the BM Share Pledge and the LDC SharePledge, (v) in relation to the Haewene Brim Vessel, the BHB Share Pledge andthe PPC Share Pledge, and (vi) in relation to the Aoka Mizu Vessel, the BEPShare Pledge and the BAM Share Pledge;

“**Speculative Unit**” means any FPSO or FSO(which may include a New Unit or a Unit Project)  in relation to which:

(a)           no New Contract orContract (other than a Current Contract) has been entered into; or

(b)           a Speculative UnitContract has been entered into;

“**Speculative Unit Contract**” means a NewContract, Contract (other than a Current Contract) or other agreement that hasbeen entered into (in the case of a New Contract, in compliance with theprovisions of clause 8.3.6 of the Credit Agreement) for the operation of a NewUnit, Unit Project, the Ettrick Project or other FPSO or FSO under which 125%of Qualifying Contract Cash Flow will not be sufficient to repay or pay thewhole of the outstanding Financial Indebtedness used to finance the cost ofacquisition and/or Construction of that New Unit, Unit Project, the EttrickProject or such FPSO or FSO, as the case may be;

“**Spill**” meansany actual or threatened emission, spill, release or discharge of a Material ofEnvironmental Concern into the environment;

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“**Statoil**” meansStatoil Orient Inc., a company incorporated under the laws of Switzerland, withcompany number CH-170.3.021.747-9 whose registered office is at Bundesstrasse3, c/o Ernst & Young, 6304, Zug, Switzerland;

“**Subordinated Amount**”means, at any time and in relation to any Bluewater Group Member or AureliaEnergy, any Financial Indebtedness in relation to which all obligations andliabilities (as to interest, principal and otherwise) are fully and effectivelysubordinated to the Facility Obligations for the whole of the Facility SecurityPeriod on terms approved by the Facility Agent (acting on the unanimousinstructions of the Banks) which (amongst other things) prohibit all payments(of  interest, principal and otherwise)thereunder and in relation thereto: it being acknowledged that the Indebtednessunder the terms of the Notes applicable as at the date of the Credit Agreementfall within the scope of this definition;

“**Subsidiary**”of (a) a person incorporated under the laws of a jurisdiction other thanEngland and Wales means any company or other person directly or indirectlycontrolled by that person, and for this purpose “control” means either theownership of more than 50 per cent of the voting share capital (or equivalentrights of ownership) of that company or other person or the power to direct itspolicies and management, whether by contract or otherwise, and (b) a personincorporated under the laws of England and Wales means a subsidiary within themeaning of section 736 Companies Act 1985 but, in the case of AureliaHolding, Aurelia Energy and any Bluewater Group Member, shall exclude anyBluewater Joint Venture;

“**Talisman**”means Talisman Energy (UK) Limited, a company incorporated under the laws ofEngland and Wales, with company number 825828, whose registered office is at20-22 Bedford Row, London WC1R 4JS, England;

“**tangible net worth**”means, in relation to any person at any time, that person’s paid up or creditedas paid up shareholders’ equity (which includes the amount at that timeoutstanding under the Marenco Loan Agreement), being the sum of (a) totalassets, less (b) intangibles, less (c) total liabilities (which, for theavoidance of doubt, excludes shareholders’ equity and the amount at that timeoutstanding under the Marenco Loan Agreement), less (d) deferred income taxassets, determined by reference to the financial statements in relation to thatperson produced in respect of the relevant accounting period;

“**Taxes**”means and includes all present and future taxes, levies, imposts, duties, feesor charges of whatever nature together with interest thereon and penalties inrespect thereof and “**Taxation**” shallbe construed accordingly;

“**Technical Consultant**”means, in relation to each item of Equipment, Okeanos B.V. or such othersuitably qualified technical consultant nominated by the Bluewater Agent andapproved by the Facility Agent (acting on the instructions of the MajorityBanks) or such other suitably qualified person or persons from time to timeappointed by the Facility Agent (acting on the instructions of the MajorityBanks);

“**Total Loss**”means, in relation to any Equipment;

(a)                        theactual, constructive, compromised or arranged total loss of that Equipment; or

(b)                       theCompulsory Acquisition of that Equipment; or

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(c)                        thehijacking, theft, condemnation, capture, seizure, arrest, detention, forfeitureor confiscation of that Equipment (other than where the same amounts to theCompulsory Acquisition of that Equipment) unless that Equipment, is releasedfrom such hijacking, theft, condemnation, capture, seizure, arrest, detention,forfeiture or confiscation within ninety (90) days after the occurrencethereof;

“**Total LossDate**” means, in relation to any Equipment, the date on which thefollowing occurs:

(a)                                  inthe case of an actual total  loss of thatEquipment, noon (London time) on the actual date that Equipment was lost or, ifsuch date is not known, on the day on which that Equipment was last reported;

(b)                                 inthe case of a constructive total loss of that Equipment, the date and the timenotice of abandonment of that Equipment is given to the insurers of thatEquipment for the time being (provided a claim for such constructive total lossis admitted by those insurers) or, if those insurers do not admit such a claim,the date and time at which a constructive total loss is subsequently adjudgedby a competent court of law to have occurred;

(c)                                  inthe case of a compromised or arranged total loss, the date upon which a bindingagreement as to such compromised or arranged total loss has been entered intoby the insurers of that Equipment;

(d)                                 inthe case of Compulsory Acquisition of that Equipment, the date upon which therelevant requisition of title or other Compulsory Acquisition occurs; and

(e)                                  inthe case of hijacking, theft, condemnation, confiscation, capture, detention,forfeiture, seizure or arrest of that Equipment (other than where the sameamounts to Compulsory Acquisition of that Equipment) which deprives theOperator in relation to that Equipment of the use of that Equipment for morethan ninety (90) days, the expiry of the period of ninety (90) days after thedate upon which the relevant hijacking, theft, condemnation, confiscation,capture, detention, forfeiture, seizure or arrest occurred;

“**Total Loss Proceeds**”means, in relation to any Equipment, the proceeds of the Insurances in relationto that Equipment or other compensation (including, without limitation,Requisition Compensation in relation to that Equipment) received in respect ofa Total Loss in relation to that Equipment;

“**Transaction Documents**”means together (i) the Assigned Documents, (ii) the Facility Documents, and(iii) the Marenco Loan Agreement;

“**Transaction DocumentRights**” means, in relation to any Beneficiary, the rights,interests, powers and remedies of that Beneficiary under and pursuant to theTransaction Documents to which that Beneficiary is a party, in which thatBeneficiary has an interest as a Beneficiary or in relation to which thatBeneficiary has an interest by virtue of the assignment of all or any of therights under or pursuant to that Transaction Document by any party thereto infavour of that Beneficiary or, as the case may be, the Security Trustee;

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“**Transfer Certificate**”means a transfer certificate substantially in the form and terms of  schedule 6 to the Credit Agreement or insuch other form and terms as the Banks may approve or require;

“**Transferee**” hasthe meaning ascribed thereto in clause 16.4 of the Credit Agreement;

“**Transferor Bank**”has the meaning ascribed thereto in clause 16.4 of the Credit Agreement;

“**Uisge Gorm AssignedDocuments**” means together (i) the Uisge Gorm Lease, the Uisge GormBOPS/BOL Sub-Contract and the Uisge Gorm Partial AH Contract Assignment (ii)the Uisge Gorm Contract, (iii) the Economic Documents to the extent that theyrelate to any of the foregoing, and (iv) any Additional Assigned Documents inrelation to the Uisge Gorm Vessel, and all references to the Uisge GormAssigned Documents include a reference to each or any of them (as the contextmay require);

“**Uisge Gorm BOPS/BOLSub-Contract**” means the BOPS/BOL sub-contract dated 14 December 1994and made between BOPS and BOL;

“**Uisge Gorm****Contract**” means (i) the Current Uisge Gorm AH Contract, and(ii) all and any other contracts, agreements or arrangements for the use,chartering or commercial operation of the Uisge Gorm Vessel or any part thereofand any guarantee or other security for the performance of any of theobligations under any of what is referred to in paragraphs (i) or (ii) above;

“**Uisge Gorm Lease**”means (i) the bareboat charter entered into between BNV and BOL in relation tothe Uisge Gorm Vessel and (ii) all and any other contracts, agreements,arrangements or charters for the chartering, leasing or bailment of the UisgeGorm Vessel by the Owner thereof and any guarantee or other security for theperformance of any of the obligations under any of what is referred to inparagraphs (i) or (ii) above;

“**Uisge Gorm Operating Fees**”means the monies referred to in paragraph 4 of the Notice of Assignment issuedin respect of the Current Uisge Gorm AH Contract, and in relation to any otherUisge Gorm Contract, any monies of a similar nature thereto, as agreed betweenthe Bluewater Agent and the Facility Agent (each acting reasonably);

“**Uisge Gorm Partial AHContract Assignment**” means the partial assignment of AH contractdated 14 December 1994 and made between BOPS and BOL;

“**Uisge Gorm Quiet EnjoymentLetter**” means the letter(s) of quiet enjoyment most recently issuedby the Facility Agent, to the Field Operator of the Uisge Gorm Contract, inrelation to the Uisge Gorm Vessel, in the Agreed Form;

“**Uisge Gorm Vessel**”means (i) the vessel m.v. “**UISGE GORM**”registered in The Netherlands Antilles at the port of Willemstad, Curaçao, inthe Ship Register (*Scheepsregister*)at the Office of the Registrar of Ship Documents (*Kantoor vande bewaring der Scheepsbewijzen*), with registration number1994-C-1445, which has been converted into an FPSO, and (ii) any and allAccessories whatsoever allocated to, appropriated for, installed in, attachedto or otherwise relating to that vessel or any part thereof, in each case whetheror not installed in, attached to or on board that vessel, and all references tothe Uisge Gorm Vessel include a reference to each or any part thereof (as thecontext may require);

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“**Unit Project**”means any Construction relating to any item of Equipment, other than the AokaMizu Vessel or a Speculative Unit;

“**Value Added Tax**”or “**VAT**” means value added tax as providedfor in VATA and legislation (whether delegated or otherwise) supplementalthereto or in any primary or subordinate legislation promulgated by theEuropean Union or any body or agency thereof andBelasting over Toegevoegde Waarde imposed in The Netherlands and any Taxsimilar or equivalent to value added tax imposed by any country other than theUnited Kingdom and any similar or turnover Tax replacing or introduced inaddition to any of the same;

“**VATA**” means theValue Added Tax Act 1994;

“**Vessels**” meanstogether (i) the Uisge Gorm Vessel, (ii) the Glas Dowr Vessel, (iii) the BleoHolm Vessel, (iv) the Bluewater (Munin) Vessel, (v) the Haewene Brim Vessel,and (vi) the Aoka Mizu Vessel, and all references to the Vessels include areference to each or any (as the context may require) of them; and

“**war risks**”includes (without limitation) those risks covered by the standard form ofEnglish marine policy with Institute War and Strikes clauses (Time)(1/11/95) or similar cover.

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**Schedule 10Form of Resignation Letter**

To:             [   ]as Facility Agent

From:         [*resigningGuarantor*] and Bluewater Agent

Dated:

Dear Sirs

**RevolvingCredit Facility Agreement of up to $850,000,000**

**dated[             ](the**“**Facility Agreement**”**)**

1                                Werefer to the Facility Agreement.  This isa Resignation Letter.  Terms defined inthe Facility Agreement have the same meaning in this Resignation Letter unlessgiven a different meaning in this Resignation Letter.

2                                Pursuantto clause 21.8 (*Resignation of a Guarantor*), ofthe Facility Agreement we request that [*resigning Guarantor*]be released from its obligations as a Guarantor under the Deed of Proceeds andPriorities and the Facility Documents.

3                                Weconfirm that all the applicable conditions to the resignation of [resigningGuarantor] as a Guarantor set out in clause 21.8 of the Facility Agreement areand remain satisfied:

4                                Thisletter is governed by English law and the provisions of clause 16.2 of theFacility Guarantee shall apply to this letter.

Bluewater Agent                                                     [*resigning Guarantor*]

 

By:                                                                             By:

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**Schedule 11**

**Listof Excluded Subsidiaries**

**1****                               Companies**

·                                BleoHolm Standby Purchaser NV

·                                Bluewater(Malta) Limited

·                                BluewaterEquipment Leasing Limited

·                                BluewaterTerminal Systems NV

·                                Bluewater(New Hull) BV

·                                Bluewater(New Hull) NV

·                                Bluewater(Dyphavet) BV

·                                Bluewater(Tullebukk) BV

·                                BluewaterManning Services Ltd

·                                BluewaterChina Offshore Equipment Production Co Ltd

·                                BleuwaterEnergy Services (Malaysia) Bhd. Sdn.

·                                BluewaterBrazil Ltda

·                                BluewaterOffshore Production Systems (USA) Inc

·                                BluewaterNorway ANS

·                                BluewaterOffshore Production Systems Nigeria Ltd

·                                BluewaterOil & Gas Investment Ltd

·                                BluewaterServices International Private Ltd

·                                BluewaterOffshore France SAS

·                                SupernovaEnergy BV

·                                BluewaterFinance Ltd

**2****                               Removals**

It is agreed by all the parties to the CreditAgreement that, if at any time (a) any Obligor has granted or given anyguarantee, surety or security for any Indebtedness of any company listed inparagraph 1 above, and (b) that company has granted or given any guarantee,surety or security under or in connection with the Notes, that company shall

135

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be removed from the list set out in paragraph 1 aboveand shall thereupon cease to be an Excluded Subsidiary for all purposes of theFacility Documents.

136

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**Schedule12**

**Organisationalchart**

 

137

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**Part2  Company Information**
| **Company**                                                                            | ** ** | **Limited Liability** | ** ** | **Co N°**        | ** ** | **Juris.**            | ** ** | **Shareholders**                                                        | ** ** | **Quantity**                                      | ** ** | **Type**         | ** ** |
|----------------------------------------------------------------------------------------|------------|----------------------------|------------|----------------------------|------------|-----------------------|------------|-------------------------------------------------------------------------|------------|---------------------------------------------------|------------|------------------|------------|
| **Bluewater Energy NV**                                                                | ** ** | **Yes**                    |       | 63983                      |       | Netherlands  Antilles |       | Aurelia Energy NV                                                       |       | 80 000 000 (of  150 000 000)                      |       | N/A              |       |
| ** **                                                                             | ** ** | ** **                 |       |                       |       |                  |       |                                                                    |       |                                              |       |             |       |
| **Bluewater Equipment Leasing Ltd.  Onshore status**                                   | ** ** | **Yes**                    |       | C32258  As of 16 0ct. 2003 |       | Malta                 | ** ** | **Bluewater  Energy NV with effect from 1.1.2001**Bluewater  Holding BV |       | 1499 (of 1500)  1 (of 1500)                       |       | N/A              |       |
| ** **                                                                             | ** ** | ** **                 |       |                       |       |                  | ** ** | ** **                                                              |       |                                              |       |             |       |
| **Bluewater (Malta) Ltd.**                                                             | ** ** | **Yes**                    |       | C21528                     |       | Malta                 |       | Bluewater Energy  NV  Bluewater Holding BV                              |       | 1499 (of 1500)  1 (of 1500)                       |       | N/A              |       |
| ** **                                                                             | ** ** | ** **                 |       |                       |       |                  |       |                                                                    |       |                                              |       |             |       |
| **Bleo Holm Standby Purchaser NV**                                                     | ** ** | **Yes**                    |       | 79593                      |       | Netherlands  Antilles |       | Bluewater Energy  NV                                                    |       | 6000 (of 30 000)  1 (of 30 000)                   |       | Class A  Class B |       |
| ** **                                                                             | ** ** | ** **                 |       |                       |       |                  |       |                                                                    |       |                                              |       |             |       |
| **Bluewater Offshore  Production Systems Ltd.  Onshore status**                        | ** ** | **Yes**                    |       | C32259  As of 16 Oct. 2003 |       | Malta                 |       | Bluewater Energy  NV  Aurelia Energy NV  Since 17/09/2003               |       | 665 732 257 (of  678 232 258)  1 (of 678 232 258) |       | Ordinary         |       |
| ** **                                                                             | ** ** | ** **                 |       |                       |       |                  |       |                                                                    |       |                                              |       |             |       |
| **Bluewater Holding BV**                                                               | ** ** | **Yes**                    |       | 34130587                   |       | The Netherlands       |       | Bluewater  Offshore Production Systems Ltd.                             |       | 100 000 (of 500  000)                             |       | Ordinary         |       |
| ** **                                                                             | ** ** | ** **                 |       |                       |       |                  |       |                                                                    |       |                                              |       |             |       |
| **Supernova Energy BV**(Formerly  Luludia Asset Finance BV – renamed 1 June 2006) | ** ** | **Yes**                    |       | 33281388                   |       | The Netherlands       |       | Bluewater Holding  BV                                                   |       | 40 (of 200)                                       |       | Ordinary         |       |

 

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| **Company**                                                                          | ** ** | **Limited Liability** | ** ** | **Co N°** | ** ** | **Juris.**            | ** ** | **Shareholders**                                   | ** ** | **Quantity**                    | ** ** | **Type**         | ** ** |
|--------------------------------------------------------------------------------------|------------|----------------------------|------------|---------------------|------------|-----------------------|------------|----------------------------------------------------|------------|---------------------------------|------------|------------------|------------|
| **Bluewater (New Hull) BV**(Formerly  Refugio BV Renamed 1 June 2006)                | ** ** | **Yes**                    |       | 33240453            |       | The Netherlands       |       | Bluewater Holding  BV                              |       | 40 (of200)                      |       | Ordinary         |       |
| ** **                                                                           | ** ** | ** **                 |       |                |       |                  |       |                                               |       |                            |       |             |       |
| **Bluewater Floating Production BV**                                                 | ** ** | **Yes**                    |       | 34130591            |       | The Netherlands       |       | Bluewater Holding  BV                              |       | 20 (of 100 000)                 |       | Ordinary         |       |
| ** **                                                                           | ** ** | ** **                 |       |                |       |                  |       |                                               |       |                            |       |             |       |
| **Bluewater (New Hull) NV**Renamed in**Bluewater (Aoka Mizu) NV**on 22 December 2005 | ** ** | **Yes**                    |       | 78013  34238751     |       | Netherlands  Antilles |       | Bluewater  Floating Production BV                  |       | 6000 (of 30 000)  1 (of 30 000) |       | Class A  Class B |       |
| ** **                                                                           | ** ** | ** **                 |       |                |       |                  |       |                                               |       |                            |       |             |       |
| **Bluewater Manning Services Limited**                                               | ** ** | **Yes**                    |       | 5144206             |       | UK                    |       | Bluewater  Floating Production BV                  |       | 2 of 1000  1 GBP each           |       | Ordinary         |       |
| ** **                                                                           | ** ** | ** **                 |       |                |       |                  |       |                                               |       |                            |       |             |       |
| **Bluewater (Haewene Brim) NV**This company is  also registered in The Netherlands   | ** ** | **Yes**                    |       | 88020               |       | Netherlands  Antilles |       | Bluewater  Floating Production BV  Since 28.1.2002 |       | 6000 (of 30 000)  1 (of 30 000) |       | Class A  Class B |       |
| ** **                                                                           | ** ** | ** **                 |       |                |       |                  |       |                                               |       |                            |       |             |       |
| **Bluewater (Munin) NV**This company is  also registered in The Netherlands          | ** ** | **Yes**                    |       | 87273               |       | Netherlands  Antilles |       | Bluewater  Floating Production BV  Since 28.1.2002 |       | 6000 (of 30 000)  1 (of 30 000) |       | Class A  Class B |       |
| ** **                                                                           | ** ** | ** **                 |       |                |       |                  |       |                                               |       |                            |       |             |       |
| **Bluewater (Tullebukk) BV  Incorporated on 24 June 2005**                           | ** ** | **Yes**                    |       | 34228592            |       | The Netherlands       |       | Bluewater  Floating Production BV                  |       | 18,000 (of  90,000)             |       | Ordinary         |       |

 

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| **Company**                                                                                     | ** ** | **Limited Liability** | ** ** | **Co N°** | ** ** | **Juris.**            | ** ** | **Shareholders**                  | ** ** | **Quantity**                                                       | ** ** | **Type**         | ** ** |
|-------------------------------------------------------------------------------------------------|------------|----------------------------|------------|---------------------|------------|-----------------------|------------|-----------------------------------|------------|--------------------------------------------------------------------|------------|------------------|------------|
| **Bluewater (Dyphavet) BV  Incorporated on 21 June 2005**                                       | ** ** | **Yes**                    |       | 34227746            |       | The Netherlands       |       | Bluewater  (Tullebukk) BV         |       | 18,000 (of  90,000)  Shares pledged on 30 June 2005 to ING Bank NV |       | Ordinary         |       |
| ** **                                                                                      | ** ** | ** **                 |       |                |       |                  |       |                              |       |                                                               |       |             |       |
| **Bluewater Offshore Production Systems NV  Registered in the Netherlands on 2 September 2005** | ** ** | **Yes**                    |       | 63981  34232502     |       | Netherlands  Antilles |       | Bluewater  Floating Production BV |       | 6000 (of 30 000)  1 (of 30 000)  Shares pledged to Barclays Bank   |       | Class A  Class B |       |
| ** **                                                                                      | ** ** | ** **                 |       |                |       |                  |       |                              |       |                                                               |       |             |       |
| **Bluewater (Glas Dowr)NV  Registered in the Netherlands on 2 September 2005**                  | ** ** | **Yes**                    |       | 73347  34232501     |       | Netherlands  Antilles |       | Bluewater  Floating Production BV |       | 6000 (of 30 000)  1 (of 30 000)  Shares pledged to Barclays Bank   |       | Class A  Class B |       |
| ** **                                                                                      | ** ** | ** **                 |       |                |       |                  |       |                              |       |                                                               |       |             |       |
| **Bluewater (Bleo Holm) NV  Registered in the Netherlands on 2 September 2005**                 | ** ** | **Yes**                    |       | 63982  34232505     |       | Netherlands  Antilles |       | Bluewater  Floating Production BV |       | 6000 (of 30 000)  1 (of 30 000)  Shares pledged to Barclays Bank   |       | Class A  Class B |       |

 

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| **Company**                                                 | ** ** | **Limited Liability** | ** ** | **Co N°**         | ** ** | **Juris.**            | ** ** | **Shareholders**                                                      | ** ** | **Quantity**                       | ** ** | **Type**                                                    | ** ** |
|-------------------------------------------------------------|------------|----------------------------|------------|-----------------------------|------------|-----------------------|------------|-----------------------------------------------------------------------|------------|------------------------------------|------------|-------------------------------------------------------------|------------|
| **Bluewater (New Hull) NV**                                 | ** ** | **Yes**                    |       | 98778                       |       | Netherlands  Antilles |       | Bluewater  Floating Production BV                                     |       | 2 (of 2)                           |       | Non cumulative  (5%) preferred share A Common share class B |       |
| ** **                                                  | ** ** | ** **                 |       |                        |       |                  |       |                                                                  |       |                               |       |                                                        |       |
| **Bluewater Energy Services BV**                            | ** ** | **Yes**                    |       | 34088044                    |       | The Netherlands       |       | Bluewater Holding  BV                                                 |       | 35 000 (of 175  000)               |       | Ordinary                                                    |       |
| ** **                                                  | ** ** | ** **                 |       |                        |       |                  |       |                                                                  |       |                               |       |                                                        |       |
| **Bluewater China Offshore  Equipment Production Co. Ltd.** | ** ** | **Yes**                    |       | tba                         |       | China                 |       | Bluewater Energy  Services BV                                         |       | tba                                |       | tba                                                         |       |
| ** **                                                  | ** ** | ** **                 |       |                        |       |                  |       |                                                                  |       |                               |       |                                                        |       |
| **Bluewater International BV**                              | ** ** | **Yes**                    |       | 34130590                    |       | The Netherlands       |       | Bluewater Holding  BV                                                 |       | 20 000 (of 100  000)               |       | Ordinary                                                    |       |
| ** **                                                  | ** ** | ** **                 |       |                        |       |                  |       |                                                                  |       |                               |       |                                                        |       |
| **Bluewater Brasil Ltda.**                                  | ** ** | **Yes**                    |       | 04280695/0001-63            |       | Brazil                |       | Bluewater  International BV  Bluewater Holding BV as of 15 April 2003 |       | 49,999 (of  50,000)  1 (of 50,000) |       | N/A                                                         |       |
| ** **                                                  | ** ** | ** **                 |       |                        |       |                  |       |                                                                  |       |                               |       |                                                        |       |
| **Bluewater Offshore  Production Systems (USA) Inc.**       | ** ** | **Yes**                    |       | Charter number  00137173-06 |       | Delaware, USA         |       | Bluewater  International BV                                           |       | 1000 (of 3000)                     |       | Common Stock                                                |       |
| ** **                                                  | ** ** | ** **                 |       |                        |       |                  |       |                                                                  |       |                               |       |                                                        |       |
| **Lufeng Development Company ANS**                          | ** ** | **Partnership**            |       | 976 744 705                 |       | Norway                |       | Partners:  Bluewater International BV  Bluewater Holding BV           |       | 99%  1%                            |       | N/A                                                         |       |

 

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| **Company**                                                                    | ** ** | **Limited Liability** | ** ** | **Co N°**    | ** ** | **Juris.** | ** ** | **Shareholders**                                            | ** ** | **Quantity**                                | ** ** | **Type** | ** ** |
|--------------------------------------------------------------------------------|------------|----------------------------|------------|------------------------|------------|------------|------------|-------------------------------------------------------------|------------|---------------------------------------------|------------|----------|------------|
| **Bluewater Norway ANS**                                                       | ** ** | **Partnership**            |       | 984109598              |       | Norway     |       | Partners:  Bluewater International BV  Bluewater Holding BV |       | 99%  1%                                     |       | N/A      |       |
| ** **                                                                     | ** ** | ** **                 |       |                   |       |       |       |                                                        |       |                                        |       |     |       |
| **Bluewater Offshore  Production Systems Nigeria Ltd.**                        | ** ** | **Yes**                    |       | RC366224               |       | Nigeria    |       | Bluewater  International BV  Bluewater Holding BV           |       | 4,999 999 (of  5,000,000)  1 (of 5,000,000) |       | Ordinary |       |
| ** **                                                                     | ** ** | ** **                 |       |                   |       |       |       |                                                        |       |                                        |       |     |       |
| **Bluewater Services International Private Limited**                           | ** ** | **Yes**                    |       | 200407205K             |       | Singapore  |       | Bluewater International  BV                                 |       | 2 of 2                                      |       | Ordinary |       |
| ** **                                                                     | ** ** | ** **                 |       |                   |       |       |       |                                                        |       |                                        |       |     |       |
| **Bluewater Oil & Gas Investments Limited  (registered on  2 Sept. 2003)** | ** ** | **Yes**                    |       | 491169                 |       | Nigeria    |       | Bluewater  International BV  Bluewater Holding BV           |       | 4,999 999 (of  5,000,000)  1 (of 5,000,000) |       | Ordinary |       |
| ** **                                                                     | ** ** | ** **                 |       |                   |       |       |       |                                                        |       |                                        |       |     |       |
| **Bluewater Offshore France SAS  (incorporated on 30 December 2004)**          | ** ** | **Yes**                    |       | RCS Paris 480  099 019 |       | France     |       | Bluewater  International BV                                 |       | 19,000 (of  37,000)                         |       | Ordinary |       |
| ** **                                                                     | ** ** | ** **                 |       |                   |       |       |       |                                                        |       |                                        |       |     |       |
| **Bluewater Services (UK) Ltd.**                                               | ** ** | **Yes**                    |       | 3253206                |       | UK         |       | Bluewater Holding  BV                                       |       | 37,654,721 (of  42,000,000)                 |       | Ordinary |       |

 

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| **Company**                                                                           | ** ** | **Limited Liability** | ** ** | **Co N°** | ** ** | **Juris.**            | ** ** | **Shareholders**              | ** ** | **Quantity**              | ** ** | **Type** | ** ** |
|---------------------------------------------------------------------------------------|------------|----------------------------|------------|---------------------|------------|-----------------------|------------|-------------------------------|------------|---------------------------|------------|----------|------------|
| **Bluewater Operations (UK) Ltd.**                                                    | ** ** | **Yes**                    |       | 2982172             |       | UK                    |       | Bluewater  Services (UK) Ltd. |       | 1 854 717 (of 2  000 000) |       | Ordinary |       |
| ** **                                                                            | ** ** | ** **                 |       |                |       |                  |       |                          |       |                      |       |     |       |
| **Bluewater (Floating Production) Ltd.**                                              | ** ** | **Yes**                    |       | 3291793             |       | UK                    |       | Bluewater  Services (UK) Ltd. |       | 2 (of 1000)               |       | Ordinary |       |
| ** **                                                                            | ** ** | ** **                 |       |                |       |                  |       |                          |       |                      |       |     |       |
| **Bluewater (UK) Ltd.**                                                               | ** ** | **Yes**                    |       | 3138155             |       | UK                    |       | Bluewater  Services (UK) Ltd. |       | 2 (of 1000)               |       | Ordinary |       |
| ** **                                                                            | ** ** | ** **                 |       |                |       |                  |       |                          |       |                      |       |     |       |
| **Pierce Production Company Ltd**                                                     | ** ** | **Yes**                    |       | 3492253             |       | UK                    |       | Bluewater  Services (UK) Ltd. |       | 3 400 000 of USD  1       |       | Ordinary |       |
| ** **                                                                            | ** ** | ** **                 |       |                |       |                  |       |                          |       |                      |       |     |       |
| **Bluewater Ettrick Production (UK) Ltd.**                                            | ** ** | **Yes**                    |       | 5734666             |       | UK                    |       | Bluewater  Services (UK) Ltd. |       | 1 (of 1000)               |       | Ordinary |       |
| ** **                                                                            | ** ** | ** **                 |       |                |       |                  |       |                          |       |                      |       |     |       |
| **Bluewater Terminal Systems NV  This company is also registered in The Netherlands** | ** ** | **Yes**                    |       | 13578               |       | Netherlands  Antilles |       | Bluewater Holding  BV         |       | 19 252 (of 60  000)       |       | N/A      |       |

 

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

 

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| Bluewater Agent                       |   |                   |
|---------------------------------------|--------|------------------------|
|                                  |   |                   |
| **EXECUTED**as a **DEED**             | )      |                   |
| for and on  behalf of                 | )      |                   |
| **BLUEWATER  ENERGY SERVICES B.V.**   | )      |                   |
| by **CORNELIS VOORMOLEN**             | )      | **CORNELIS VOORMOLEN** |
| its duly  authorised attorney-in-fact | )      |                   |
| in the presence  of:                  | )      |                   |
| **MARK LAWSON**                       |   |                   |

 

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

 

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