**Exhibit4.69**

**Execution Version**

**Notice ofAssignment in relation to Nexen**
| To:    |   | Nexen Petroleum U.K. Limited (“**Nexen**”) |
|--------|--------|------------------------------------------------------|
|   |   | Charter Place                                        |
|   |   | Vine Street                                          |
|   |   | Uxbridge                                             |
|   |   | Middlesex UB8 1JG                                    |
|   |   | England                                              |

 

**The vessel m.v. “AOKA MIZU”registered in The Netherlands Antilles at the port of Willemstad, Curacao withregistration number 1999 - C - 1615, which is to be converted into a floatingproduction, storage and offloading unit**

We refer to the agreement(as amended from time to time prior to the date hereof or, with the consent ofthe Assignee (as defined below), after the date hereof) for the provision andoperation of floating production, storage and offloading facilities for theEttrick Field made effective on 27 February 2006 and made between you, Nexen,and us, Bluewater Ettrick Production (UK) Ltd, (the “**Assignor**”),and every deed, document, agreement instrument contract or other arrangementrelating thereto (collectively referred to herein as the “**Contract**”).

Wehereby give you notice:

## 1.               that, by a GeneralAssignment (the “**Assignment**”)dated 29 June 2006, made between (inter alios) us and ING Bank N.V. (in itscapacity as security trustee) (the “**Assignee**”),we have assigned to the Assignee all of our rights, title, interest, andbenefit (present and future, actual and contingent) in, to, under and pursuantto (inter alia) the Contract including (but without prejudice to the generalityof the foregoing) our rights to receive monies and make claims for damagesunder and pursuant to the Contract;

# 2.               that, unless anduntil you receive notification from the Assignee or ING Bank N.V. ascontemplated by paragraph 4 below, you are irrevocably authorised andinstructed to pay the Operating Costs and Insurance Costs (as defined in theContract) to such account as we may from time to time direct;

# 3.               that you areirrevocably authorised and instructed to pay all other amounts payable to usunder and pursuant to the Contract to account name “BEP Assigned Account”,account number 02.01.42.692 with ING Bank N.V., acting through its Amsterdamhead office, or with effect from the receipt by you of written instructionsfrom ING Bank N.V., acting for these purposes as agent of the Assignee, to sucheffect, to such other account as ING Bank N.V. (in such capacity) may from timeto time direct;

# 4.               that at all timesafter you have received written notice from the Assignee or ING Bank N.V.,acting for these purposes as the agent of the Assignee, that the Assignment hasbecome enforceable, you are irrevocably authorised and instructed to pay allamounts payable to us under and pursuant to the Contract (including all amountsreferred to in paragraphs 2 and 3 above) to account name “BEP Assigned Account”,account number 02.01.42.692, with ING Bank N.V., acting through its Amsterdamhead office, or, with effect from the receipt by you of written instructionsfrom ING Bank N.V., acting for these purposes as agent of the Assignee, to sucheffect, to such other account as ING Bank N.V. (in such capacity) may from timeto time direct; and

# 5.               that each amountpaid by you in accordance with paragraph 2, 3 or 4 above shall discharge, by acorresponding amount, your payment obligations under the Contract.

Please acknowledgereceipt of this notice by signing the acknowledgement endorsed on the enclosedduplicate of this notice and returning that duplicate direct to the Assignee atthe address shown, with a copy to us.

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For and on behalfof**Bluewater Ettrick Production (UK) Limited**by its duly authorised attorney-in-fact
|                     | /s/ [ILLEGIBLE] |   |
|---------------------|-----------------|--------|
|                |            |   |
| Dated 29 June 2006. |

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| To:   |   | ING Bank N.V.                             |
|-------|--------|-------------------------------------------|
| Copy: |   | Bluewater Ettrick Production (UK) Limited |

 

We acknowledge receipt ofthe notice set out above and consent to the assignment referred to therein.

For and on behalfof**Nexen Petroleum UK Limited**by its duly authorised attorney-in-fact
|                            | /s/ [ILLEGIBLE] |   |
|----------------------------|-----------------|--------|
|                       |            |   |
| Dated 21st July 2006. |

 

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