**Exhibit 4.80**

OP/AG

Upon this twenty-ninthday of June two thousand and six came and appeared before me, Andreas MariaPetrus Eshuis, a civil-law notary of Curaçao:

1.                                       missesArelys Rose-Garda Altagracia Gomez-Isenia, notarial employee, married, born in Curaçaoon the twenty-third day of January nineteen hundred sixty-one, resident of Curaçao,with office address in Curaçao, Rooi Catootjeweg 1, in her capacity of writtenmandatory of the limited liability company: **BLUEWATER(BLEO HOLM) N.V.,** established at Curaçao, Netherlands Antilles,Kaya Richard J. Beaujon z/n, hereinafter referred to as: the **“Owner”;** and

2.                                       missesMaike Bergervoet, attorney, married, born in Zeeland, the Netherlands, on thetwenty-ninth day of January nineteen hundred seventy-six, resident of Curaçao,with office address in Curaçao, Julianaplein 5, in her capacity of writtenmandatory of the limited liability company: **ING BANKN.V.**, established in Amsterdam, The Netherlands, acting throughits office at De Amsterdamse Poort, Bijlmerplein 888, hereinafter referred toas: the **“Security Trustee”** or the **“Mortgagee”**, acting (i) for itself as a Bank and (ii) in itscapacity as Security Trustee for the ratable benefit of

(A)                           thelimited liability company: ING Bank N.V., established in Amsterdam, TheNetherlands, acting through its office at De Amsterdamse Poort, Bijlmerplein888, Post Office Box 1800, 1000 BV Amsterdam, The Netherlands,

and each of its respective successors, permitted transferees andassigns,

hereinafter collectively referred to as: the **“Banks”**,

(B)                             thelimited liability company: ING Bank N.V., established in Amsterdam, TheNetherlands, acting through its office at De Amsterdamse Poort, Bijlmerplein888, Post Office Box 1800, 1000 BV Amsterdam, The Netherlands (in its capacityas Arranger),

hereinafter referred to as: the **“Arranger”;**

(C)                             thelimited liability company: ING Bank N.V., established in Amsterdam, TheNetherlands, acting through its office at De Amsterdamse Poort, Bijlmerplein888, Post Office Box 1800, 1000 BV Amsterdam, The Netherlands (in its capacityas Facility Agent),

hereinafter referred to as: the **“Facility Agent”**;

(D)                            thelimited liability company: ING Bank N.V., established in Amsterdam, TheNetherlands, acting through its office at De Amsterdamse Poort, Bijlmerplein888, Post Office Box 1800, 1000 BV Amsterdam, The Netherlands (in its capacityas Security Trustee Account Bank), hereinafter referred to as: the **“Security Trustee Account Bank”**.

together with (a) each of the Hedging Providers who is a party to anAssigned Hedging Agreement, and (b) each of the abovementioned parties’respective successors in title, and any permitted assignee or transferee of allor any of the rights and obligations of them,

hereinafter collectively referred to as: the **“Beneficiaries”**.

The appearers, acting intheir capacities stated, declared as follows:

**WHEREAS:**

A.                                   TheOwner is the owner of the Vessel, as defined below;

B.                                     Theparties referred to in paragraphs (A), (B), (C), and (D) above, together withBluewater Holding B.V., Bluewater Energy Services B.V. and Bluewater (AokaMizu) N.V., have entered into a EIGHT HUNDRED AND FIFTY MILLION UNITED STATESDOLLARS (US$850,000,000.-) revolving credit facility agreement dated thetwenty-ninth day of June two 

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thousand and six (hereinafter referred to as: the **“CreditAgreement”**);

C.                                     TheBanks have agreed, according to their several obligations, to make available tothe Borrowers a revolving credit facility up to an amount of EIGHT HUNDRED ANDFIFTY MILLION UNITED STATES DOLLARS (US$850,000,000.-) (hereinafter referred toas: the **“Credit”**), to be used for the purposesof financing and refinancing part of the amounts required by the Borrowers topay, repay, perform, satisfy and discharge certain of their respectiveobligations and liabilities in relation to, among other things, the Equipmentunder the terms and conditions set out in the Credit Agreement;

D.                                    Itis a condition to the Banks making the Credit available to the Borrowers thatthe Owner grants a first preferred ship mortgage over the Vessel (as definedbelow), and the Owner has agreed to grant such mortgage in order to satisfythat condition;

E.                                      Inconsideration of the premises, the Owner and the Mortgagee, acting (i) foritself and (ii) in its capacity as the Security Trustee for the benefit of theBeneficiaries have agreed to enter into and to execute this Deed on thefollowing terms and conditions.

**1.**                                      **DEFINITIONS**

1.1                                 **DEFINED EXPRESSIONS**

Words and expressions defined in schedule 9 to the Credit Agreementshall bear the same respective meanings when used in this Deed.

A copy of the definitions mentioned in the Credit Agreement and a copyof clause 23 of the trust deed and deed of proceeds and priorities (the **“Deed of Proceeds and Priorities”**) dated the twenty-ninthday of June two thousand and six between amongst other certain of the partiesreferred to above, shall be attached to this Deed.

1.2                                **DEFINITIONS**

In this Deed, unless the context otherwise requires:

**“Netherlands Antilles Secured Obligations”**means (i) the Relevant Obligations (as defined in the Credit Agreement) of theOwner to the Mortgagee, (ii) the Parallel Obligations (as defined in clause 23of the Deed of Proceeds and Priorities), and (iii) the obligations of the Ownerto the Mortgagee pursuant to this Deed;

**“Vessel”** means the NetherlandsAntilles FPSO Vessel denominated **“BLEO HOLM”**,flying the Dutch flag and registered in Curaçao, the Netherlands Antilles,mainly built of steel in the year nineteen hundred ninety seven, on the yard ofHitachi Zosen Corporation in Konohana-ku, 3-38 Nishikujo 5-chome, Osaka, Japan,unpropelled, with one deck and no masts, pursuant to the International TonnageCertificate (1969), with serial number SINA 1937, issued on behalf of the Headof the Department of Tonnage Measurement of Ships in Willemstad, Curaçao,Netherlands Antilles on the fifteenth day of April nineteen hundred and ninetynine, measuring: gross-tonnage: fifty-nine thousand two hundredforty-eight (59,248); and net-tonnage: thirty-one thousand five hundredtwo (31,502), and her machinery, boats, tackle, outfit, consumable and otherstores, spare parts, belongings and appurtenances whether on board or ashore,with official number 1997-C-1539, which vessel has been registered under thelaws of the Netherlands Antilles at the Office of the Registrar of Mortgagesand Ship Documents in Curaçao in the name of the Owner, in connection with thetranscript on the twelfth day of August nineteen hundred ninety seven inRegister CSI, volume 10, number 1539 pursuant to a declaration of ownershipdated the ninth of June nineteen hundred ninety seven.

1.3                                **HEADINGS**

Clause headings are inserted for convenience of reference only andshall be ignored in the interpretation of this Deed.

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1.4                                **CONSTRUCTION OF CERTAIN TERMS**

In this Deed, unless the context otherwise requires:

(a)                                  referencesto clauses are to be construed as references to clauses of this Deed;

(b)                                 referencesto (or to any specified provision of) this Deed or any other document shall beconstrued as references to this Deed, that provision or that document as inforce for the time being and as amended in accordance with the terms thereof,or, as the case may be, with the agreement of the relevant parties and (wheresuch consent is, by the terms of this Deed or the relevant document, required tobe obtained as a condition to such amendment being permitted) the prior writtenconsent of the Mortgagee;

*the contents and meaning of any other document,other than this Deed, the Credit Agreement and the Deed of Proceeds and Prioritiesreferred to in this Deed, are sufficiently known to the parties to this Deedand any further description in this Deed with respect to the applicability ofthese documents is not required;*

(c)                                  wordsimporting the plural shall include the singular and vice versa;

(d)                                 referencesto a person shall be construed as references to an individual, firm, company,corporation, unincorporated body of persons or any Government Entity and shallinclude their respective successors and permitted assigns; and

(e)                                  referencesto statutory provisions shall be construed as references to those provisions asreplaced, amended or re-enacted from time to time.

**2.**                                      **GRANT OF MORTGAGE**

2.1                                 Assecurity for the Netherlands Antilles Secured Obligations the appearermentioned under 1., acting on behalf of the Owner as third party security,declared to (i) grant a right of a first priority mortgage on the Vessel to theextent of the Owner’s rights, title and interest therein in favour of theMortgagee, which accepts the same on the Vessel; (ii) as far as possibleassign/pledge in favour of the Mortgagee, which hereby accepts theassignment/pledge from the Owner, of all rights and actions which the Owner hasand/or will have in respect of the Vessel and the Owner authorizes theMortgagee to solely and without the cooperation of the Owner serve upon therelevant third parties notice thereof and (iii) pledge to the Mortgagee, whoaccepts this pledge, the movable goods or things which belong to the Owner andare intended to serve the Vessel on a lasting basis and which can be recognizedas such by their form as such but not limited to her engines, machinery, boats,tackle, outfit, spare gear, fuel, consumable or other store, belongings andappurtenances whether on board or ashore and whether or not owned or hereinafteracquired (hereinafter referred to as: **“Movable Goods”**)which Movable Goods can be executed together with the mortgaged goods inaccordance with the rules applicable to mortgage, all three types of securityto the extent up to a total amount equal to **EIGHTHUNDRED AND FIFTY MILLION UNITED STATES DOLLARS (US$850,000,000)**.

2.2                                 Withoutexplicit written consent of the Mortgagee the lay out, the shape or the purposeof the Vessel may not be altered, other than to the extent permitted pursuantto the terms of the General Assignment. Changes and additions made or to bemade to the Vessel serve as further security for the claims for which themortgage is granted as security, except to the extent that the Owner ispermitted pursuant to the terms of the General Assignment to remove suchchanges and additions. The Owner is not allowed to take off or take away anychanges and additions made to the secured assets other than to the extentpermitted pursuant to the terms of the General Assignment.

2.3                                 TheOwner represents and warrants that it has full and unconditional power todispose of the 

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Vessel (to the extent of the Owner’s rights, title and interesttherein) and that the same is free from Encumbrances other than PermittedEncumbrances. The Owner further represents and warrants that it has a fullpower to perform the legal acts referred to above.

2.4                                 Uponthe satisfaction, performance, discharge, repayment or payment, as the case maybe, of all of the Netherlands Antilles Secured Obligations, the Mortgageeshall, at the request and cost of the Owner, release the security constitutedby this Deed to the Owner or as it may direct. The Mortgagee can bycancellation in writing terminate in whole or in part the mortgage and rightsof pledge granted to it.

**3.**                                      **COVENANTS**

3.1                                 TheOwner hereby covenants with the Mortgagee and undertakes throughout theSecurity Period that it will:

(a)                                  VESSEL’SNAME AND REGISTRATION

keep the Vessel registered as a Netherlands Antilles ship at the portof Willemstad, Curaçao and not do or suffer to be done anything, or omit to doanything the doing or omission of which could or might result in suchregistration being forfeited or imperilled or which could or might result inthe Vessel being required to be registered otherwise than as a Netherlands Antillesship at the port of Willemstad, Curaçao;

(b)                                 CHARTER,LEASE, SALE OR OTHER DISPOSAL

subject to clause 2.6.1 of the Credit Agreement, not sell, transfer,assign, discount, pledge, charge or otherwise dispose of or deal with, orpermit, any third party right to arise over or in relation to, or create orpermit to subsist any Encumbrance (other than Permitted Encumbrances) over orin relation to, the Vessel nor attempt or agree or purport so to do;

(c)                                  CONVEYANCEON DEFAULT

when the Vessel is (or is to be) sold in exercise of any powercontained in clause 4 of this Deed conferred on the Mortgagee in accordancewith Article 3:268 of The Netherlands Antilles Civil Code, execute, forthwithupon request by the Mortgagee, such form of conveyance of the Vessel as theMortgagee may reasonably require;

(d)                                 REGISTRATIONOF THE DEED

cause this Deed to be duly registered and otherwise comply with andsatisfy all the requirements and formalities established by the laws of TheNetherlands Antilles and perfect this Deed as a valid and enforceable firstpriority mortgage upon the Vessel and furnish to the Mortgagee from time totime such proof as the Mortgagee may reasonably request in order to satisfyitself that the Owner has complied with this sub-clause.

**4.**                                      **EVENT OF DEFAULT/ACCELERATION EVENT**

4.1                                 Eachof the events listed in clause 10.1 (Events of Default) of the CreditAgreement, a copy of which clause is attached hereto, shall constitute an Eventof Default for the purposes of this Deed.

4.2                                 **ACCELERATION EVENTS**

Each of the events listed in clause 4.3 (Acceleration Events) of theCredit Agreement, a copy of which clause is attached hereto, shall constitutean Acceleration Event for the purposes of this Deed.

4.3                                 **ACCELERATION**

Upon the occurrence of any Event of Default or (subject always toclause 13.4 of the Credit Agreement) any Acceleration Event and at any timethereafter, if any Event of Default or 

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(subject always to clause 13.4 of the Credit Agreement) anyAcceleration Event is then continuing, the Facility Agent may, and if sorequested by the Qualified Majority Banks shall, without prejudice to any otherpower, right or remedy of the Beneficiaries, by written notice to theBorrowers:

(a)                                  declarethat the obligations of the Banks to make any further Advance shall immediatelycease, whereupon the same shall immediately cease and all of the Commitments ofall of the Banks shall be reduced to zero forthwith; and/or

(b)                                 declarethat the Credit at that time shall become immediately repayable in full,whereupon the same shall become immediately due and repayable, together withaccrued interest and commitment commission and all other amounts expressed tobe due and payable under and pursuant to the Facility Documents.

Upon the occurrence of any Facility Event (whether or not the FacilityAgent shall have issued any Acceleration Notice and whether or not the SecurityTrustee has made any demand under clause 3.1 of the Facility Guarantee, butsubject always to clause 13.4 of the Credit Agreement) the Mortgagee shallbecome forthwith entitled (but provided always that the Mortgagee may onlycommence any such enforcement action at a time at which a Facility Event iscontinuing unremedied and unwaived in writing) to:

(a)                                  discharge,compound, release or compromise claims in respect of the Vessel which havegiven or may give rise to any charge or lien or other claim on the Vessel orwhich are or may be enforceable by proceedings against the Vessel; and/or

(b)                                 havethe Vessel and the Movable Goods publicly sold as provided in Article 3:268 etseq of The Netherlands Antilles Civil Code at any place designated by theMortgagee, according to local use, to arrange the conditions of sale, receivethe purchase money and give receipts therefor, to deliver the Vessel and tosign all documents and official records in order to satisfy the NetherlandsAntilles Secured Obligations from the proceeds of sale (such right of sale toinclude the right to suspend the sale entirely or in part and to pass on to asecond sale if, in the Mortgagee’s judgment, the price obtained would not besufficient or if the purchase price and costs due at the sale are not duly paidby the buyer) and the Owner shall in case of such public sale or resale permitthe Vessel to be publicly inspected for two days a week (the dates to bedetermined by the Mortgagee) and the Owner shall vacate the Vessel on the dateto be determined in the conditions of sale (in case of default such vacation tobe effected pursuant to the first authentic copy of the deed of auction) orrequest the Court in First Instance to permit a private execution as meant inArticle 3:268 paragraph 2 of The Netherlands Antilles Civil Code; and/or

(c)                                  inthe case of default of payment, after having obtained authorisation of theCourt in First Instance, have the Vessel located at the place of saledetermined by the Mortgagee, where the Vessel shall remain located at theexpense of the Owner, the Owner being obliged to vacate or to have vacated theVessel at the first demand and to physically deliver the Vessel to theMortgagee, and with or without the benefit of any charterparty, and free fromany claim by the Owner (whether in admirality, in equity, at law or by statute)by public auction, at such place and upon such terms as the Mortgagee in itsabsolute discretion may determine, with power to postpone any such sale andwithout being answerable for any loss occasioned by such sale or resulting frompostponement thereof; and/or

(d)                                 afterhaving obtained authorisation of the Court in First Instance, manage, insure, 

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maintain and repair the Vessel, and to employ, sail or lay up theVessel in such manner and for such period as the Mortgagee, in its absolutediscretion, deem expedient, accounting only for net profits arising from anysuch employment in accordance with Article 3:267 of The Netherlands AntillesCivil Code. Furthermore the Mortgagee is authorised, if such is required inview of the execution, to take possession of the Vessel and to demand thatvacation takes place, if needed by virtue of the executory copy of this Deed;and/or

(e)                                  torecover from the Owner on demand all Expenses incurred or paid by the Mortgageein connection with the exercise of the powers (or any of them) referred to inthis clause 4.

4.4                                 **DEALINGS WITH MORTGAGEE**

Upon any sale of the Vessel or any share or interest therein by theMortgagee pursuant to clause 4.3, the purchaser shall not be bound to see orenquire whether the Mortgagee’s power of sale has arisen in the manner providedin this Deed and the sale shall be deemed to be within the power of theMortgagee and receipt of the Mortgagee for the purchase money shall effectivelydischarge the purchaser who shall not be concerned with the manner ofapplication of the proceeds of sale or be in any way answerable therefor andthe sale shall operate to divest the Owner of all rights, title and interest ofany nature whatsoever in the Vessel and to bar any such interest of the Ownerand all persons claiming through or under the Owner.

**5.**                                      **APPLICATION OF MONEYS**

5.1                                 Allmoneys received by the Mortgagee in respect of any sale of the Vessel orcollection under or in respect of any other part thereof shall be applied inthe manner specified in clause 9 of the Deed of Proceeds and Priorities.

5.2                                 Inthe case of voluntary sale of the Vessel no clearing of the mortgage will takeplace.

5.3                                 Allcosts and rights due with respect to the granting of the mortgage and therights of assignment by this Deed, of the first authentic copy of the Deed andof the additional documents, of the registration, termination and cancellationof all legal notices and other documents, legal measures or acts connected withthe mortgage, including but not limited to the registration of any transferees,successors or assigns of the Beneficiaries and including those of any non-terminatedexecution of sale in virtue Article 3:268 of The Netherlands Antilles CivilCode and any and all costs incurred by the Mortgagee in safeguarding itsinterest or executing its rights hereunder, shall be for the account of theOwner.

**6.**                                      **COSTS AND INDEMNITIES**

6.1                                 **COSTS**

The Owner shall pay to the Mortgagee on demand on a full indemnitybasis all Losses incurred by the Mortgagee in connection with the exercise orenforcement of, or preservation of any rights under, this Deed or otherwise inrespect of the Netherlands Antilles Secured Obligations and the securitytherefor, or in connection with the preparation, completion, execution orregistration of this Deed.

6.2                                 **BENEFICIARIES’ INDEMNITY**

The Owner hereby agrees and undertakes to indemnify the Mortgagee andeach other Beneficiary against all Losses which may now or hereafter beincurred by the Mortgagee, by any other Beneficiary or by any manager, agent,officer or employee for whose liability, act or omission the Mortgagee or anyother Beneficiary may be answerable, the Mortgagee, each other Beneficiary andeach such person hereinafter referred to as: an **“IndemnifiedPerson”**, 

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in respect of, in relation to, or in connection with anything done oromitted in the exercise or purported exercise of the powers contained in thisDeed or otherwise in connection therewith and herewith or with the Vessel, theother Security or otherwise howsoever in relation to, or in connection with,any of the matters dealt with in this Deed.

**7.**                                  **LAW ANDJURISDICTION**

7.1                             **LAW**

This Deed is governed by, and shall be construed in accordance with thelaws of The Netherlands Antilles.

7.2                                 **SUBMISSION TO JURISDICTION**

For the benefit of the Mortgagee, the parties thereto irrevocably andunconditionally agree that any legal action or proceeding arising out of or inconnection with this Deed may be brought in the English courts, which shallhave jurisdiction to settle or determine any dispute or claim arising out of orin connection with this Deed, and irrevocably and unconditionally submits tothe exclusive jurisdiction of the English courts. The Owner irrevocably andunconditionally designates, appoints and empowers WFW Legal Services Limited,at the address of its registered office for the time being (presently of 15Appold Street, London EC2A 2HB, England), to receive, for it and on its behalf,service of process issued out of the English courts in any legal action orproceeding arising out of or in connection with this Deed. The submission tosuch jurisdiction shall not (and shall not be construed so as to) limit theright of the Mortgagee to take any legal action or proceeding against the Ownerin any other court of competent jurisdiction nor shall the taking of any legalaction of proceeding in any one or more jurisdictions preclude the taking ofany legal action or proceeding in any other jurisdiction, whether concurrentlyor not. The parties further agree that only the English courts and not those ofany other jurisdiction shall have jurisdiction to settle and determine anydispute or claim which the Owner may have against the Mortgagee arising out orin connection with this Deed.

The appearer under 2,acting in her capacity stated, declared to accept on behalf of the Mortgageethe mortgage and all other stipulations and conditions herein.

Finally the appearersdeclared, acting as aforementioned to elect domicile for the purpose of theexecution of the present Deed at the office of the custodian of this Deed, atthe office of the Registrar of Mortgages and Ship Documents on Curaçao and atthe office of the Mortgagee.

Creating of power ofattorney

Mentioned powers ofattorney have sufficiently been established to me, civil-law notary.

The granting of thepowers of attorney to appearer under 1 sufficiently appears from a deedexecuted before me, civil-law notary on the twenty-seventh day of June twothousand and six.

The granting of the powerof attorney to appearer under 2 sufficiently appears from a private deed,executed on the twenty-first day of June two thousand and six, which deed, afterhaving been acknowledged for true in accordance with the law, has been attachedto a deed of mortgage executed on this twenty-ninth day of June two thousandand six before me.

The appearers are knownto me.

IN WITNESS WHEREOF, thisDeed was drawn up at Curaçao on the day mentioned in the heading hereof. Afterthe contents of the deed were factually stated to the appearers, the appearersdeclared to be informed of the contents of the deed and not to desire acomplete reading aloud thereof.

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Thereupon this Deed wasafter abbreviated reading aloud signed by the appearers and me at nine o’clockin the morning.

(signed) A. Gomez; M.Bergervoet; A. Eshuis.

ISSUED FOR TRUECOPY!

[seal and signature]

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