**Exhibit 4.67**
| Private & Confidential | **Conformed  Copy** |
|----------------------------|---------------------|

 

**DATED 29JUNE 2006**

**asamended and restated by**

**a Deed ofAmendment and Restatement No.1**

**dated 1 September, 2006**

**FACILITYGUARANTEE**

**inrelation to a**

**REVOLVING CREDIT FACILITY AGREEMENT**

**of up toUS$850,000,000**

**to**

**BLUEWATERHOLDING B.V.**

**BLUEWATERENERGY SERVICES B.V.**

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

**provided by the banks**

**and financial institutions herein**

**arranged by**

**ING BANK N.V.**

**Facility Agent:  ING BANK N.V.**

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**Contents**
| Clause                              | ** **                                                          | **Page** |
|-------------------------------------|---------------------------------------------------------------------|----------|
|                                |                                                                |     |   |
| 1                                   | Definitions                                                         |     | 2 |
|                                |                                                                |     |   |
| 2                                   | Interpretation                                                      |     | 2 |
|                                |                                                                |     |   |
| 3                                   | Guarantee                                                           |     | 4 |
|                                |                                                                |     |   |
| 4                                   | Security provisions                                                 |     | 6 |
|                                |                                                                |     |   |
| 5                                   | Application of monies                                               |     | 9 |
|                                |                                                                |     |   |
| 6                                   | Representations and Warranties                                      |     | 9 |
|                                |                                                                |     |   |
| 7                                   | Covenants                                                           |     | 15 |
|                                |                                                                |     |   |
| 8                                   | Powers of Security Trustee to protect security and  remedy defaults |     | 23 |
|                                |                                                                |     |   |
| 9                                   | Powers of the Security Trustee on Facility Event                    |     | 23 |
|                                |                                                                |     |   |
| 10                                  | Further assurance                                                   |     | 24 |
|                                |                                                                |     |   |
| 11                                  | Payments and Taxes                                                  |     | 24 |
|                                |                                                                |     |   |
| 12                                  | Losses                                                              |     | 27 |
|                                |                                                                |     |   |
| 13                                  | Benefit and burden/assignment                                       |     | 27 |
|                                |                                                                |     |   |
| 14                                  | Limitations and Rights of Contribution                              |     | 29 |
|                                |                                                                |     |   |
| 15                                  | Notices                                                             |     | 29 |
|                                |                                                                |     |   |
| 16                                  | Law and Jurisdiction                                                |     | 30 |
|                                |                                                                |     |   |
| 17                                  | Miscellaneous                                                       |     | 30 |
|                                |                                                                |     |   |
| Schedule 1 Guarantee Accession Deed |                                                                | 32       |

 

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**THISGUARANTEE**is dated **29 JUNE,2006**and is made **BETWEEN:**

(1)                        **AURELIA ENERGY N.V.,** a company incorporatedunder the 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;

(2)                        **BLUEWATER ENERGY N.V.,**a companyincorporated under the laws of The Netherlands Antilles, with company number63983, and having its legal seat in Curaçao, whose registered office is atLandhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao, The NetherlandsAntilles;

(3)                        **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;

(4)                        **BLUEWATER FLOATING PRODUCTION B.V.**, acompany incorporated under the laws of The Netherlands, with company number34130591, whose registered office is at Marsstraat 33, 2132 HR, Hoofddorp, TheNetherlands;

(5)                        **BLUEWATER (BLEO HOLM) N.V**., a company incorporatedunder the laws of The Netherlands Antilles, with company number 63982, andhaving its legal seat in Curaçao, whose registered office is at LandhuisJoonchi, Kaya Richard J. Beaujon z/n, Curaçao, The Netherlands Antilles;

(6)                        **BLUEWATER (GLAS DOWR) N.V**., a companyincorporated under the laws of The Netherlands Antilles, with company number73347, and having its legal seat in Curaçao, whose registered office is atLandhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao, The NetherlandsAntilles;

(7)                        **BLUEWATER (HAEWENE BRIM) N.V.**, a companyincorporated under the laws of The Netherlands Antilles, with company number88020, whose registered office is at Landhuis Joonchi, Kaya Richard J. Beaujonz/n, Curaçao, The Netherlands Antilles;

(8)                        **BLUEWATER (MUNIN) N.V.**, a companyincorporated under the laws of Netherlands Antilles, with company number 87273,and having its legal seat in Curaçao, whoseregistered office is at Landhuis Joonchi, Kaya Richard J. Beaujon z/n,Curaçao, The Netherlands Antilles;

(9)                        **BLUEWATER OFFSHORE PRODUCTION SYSTEMS N.V**., a company incorporated under the laws of TheNetherlands Antilles, with company number 63981, and having its legal seat inCuraçao, whose registered office is at Landhuis Joonchi, Kaya Richard J.Beaujon z/n, Curaçao, The Netherlands Antilles;

(10)                  **BLUEWATER INTERNATIONAL B.V.**, a companyincorporated under the laws of The Netherlands, with company number 34130590,whose registered office is at Marsstraat 33, 2132 HR, Hoofddorp, TheNetherlands;

(11)                  **LUFENG DEVELOPMENT COMPANY ANS**, apartnership established under the laws of Norway, with registration number 976744 705, whose registered office is at c/o Advokatfirmaet Schjodt AS, DronningMauds Gate 11, PO Box 2444 Solli, 0201 Oslo, Norway;

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(12)                  **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;

(13)                  **BLUEWATER ETTRICK PRODUCTION (UK) LIMITED**,a company incorporated under the laws of England and Wales, with company number5734666, whose registered office is at 15 Appold Street, London, EC2A 2HB,England;

(14)                  **BLUEWATER (FLOATING PRODUCTION) LIMITED**, acompany incorporated under the laws of England and Wales, with company number3291793, whose registered office is at 15 Appold Street, London EC2A 2HB,England;

(15)                  **BLUEWATER OPERATIONS (UK) LIMITED**, a company incorporated under the laws ofEngland and Wales, with company number 2982172, whose registered office is at15 Appold Street, London EC2A 2HB, England;

(16)                  **BLUEWATER (UK) LIMITED**, a company incorporated under the laws ofEngland and Wales, with company number 3138155, whose registered office is at15 Appold Street, London EC2A 2HB, England;

(17)                  **PIERCE PRODUCTION COMPANY LIMITED**, acompany incorporated under the laws of England and Wales, with company number3492253, whose registered office is at 15 Appold Street, London EC2A 2HB,England;

(18)                  **BLUEWATER ENERGY SERVICES B.V.**, a companyincorporated under the laws of The Netherlands, with company number 34088044,whose registered office is at Marsstraat 33, 2132 HR, Hoofddorp, TheNetherlands, as Bluewater agent; and

(19)                  **ING BANK N.V.**,****a company incorporated under the laws of The Netherlands,acting through its Amsterdam head office at de Amsterdamse Poort, Bijlmerplein888, PO Box 1800, 100 BV Amsterdam, The Netherlands (acting as Security Trusteefor and on behalf of the Facility Beneficiaries).

**WHEREAS:**

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

(B)                                Theexecution and delivery by each of the parties hereto of this Guarantee is acondition precedent to the obligations of the Facility Beneficiaries under andpursuant to the Credit Agreement including, in particular, the obligations ofthe Banks to make available to the Borrowers the credit facility referred to inRecital (A) above.

**NOWTHIS GUARANTEE WITNESSES AND IT IS HEREBY AGREED** as follows:

**1****                               Definitions**

Words and expressions defined in schedule 9 to theCredit Agreement shall bear the same respective meanings when used in thisGuarantee (and each of the parties to this Guarantee confirms, represents andwarrants that it has received a copy of the Credit Agreement including that Schedule9), and

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“**Credit Agreement**”means the revolving credit facility agreement of up to $850,000,000 madebetween, among others, Bluewater Holding B.V., Bluewater Energy Services B.V.and Bluewater (Aoka Mizu) N.V. as borrowers, the banks referred to therein asBanks and ING Bank N.V. as Security Trustee.

**2****                               Interpretation**

**2.1****                     Heading andTable of Contents**

Clause headings and the table of contents are insertedfor convenience of reference only and shall be ignored in the interpretation ofthis Guarantee.

**2.2****                     Interpretations**

In this Guarantee, unless the context otherwiserequires:

2.2.1              references toclauses and schedules shall be construed as references to clauses of andschedules to this Guarantee and references to this Guarantee include itsschedules;

2.2.2              references to (or toany specified provision of) this Guarantee or any other document shall beconstrued as references to this Guarantee, that provision or that document asin force for the time being and as amended in accordance with the terms thereofwith the consent of all relevant parties pursuant to any relevant provision ofthis Guarantee and clause 13.2 of the Deed of Proceeds and Priorities;

2.2.3              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;

2.2.4              words importing theplural include the singular and vice versa;

2.2.5              references to a timeof day are to the time in Amsterdam, The Netherlands on the relevant day; and

2.2.6              references to astatutory provision shall be construed as references to that provision as fromtime to time replaced, amended and re-enacted;

2.2.7              references to aDefault being “continuing” shall be construed as a reference to a Default whichhas not been cured or remedied or waived in writing; and

2.2.8              references to anyperson shall be construed so as to include its successors in title, permittedassigns and permitted transferees.

**2.3****                     Conflicts**

This Guarantee shall be read together with the CreditAgreement but in the case of any conflict between any provision of thisGuarantee, on the one hand, and any provision of the Credit Agreement, on theother hand, the relevant provision of the Credit Agreement shall prevail.

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**2.4****                     Benefit**

All representations, warranties, covenants,guarantees, undertakings, agreements, obligations and liabilities made, given,undertaken, assumed or incurred by any Guarantor under or pursuant to thisGuarantee are made, given, undertaken, assumed or incurred to, with or, as thecase may be, for the benefit of the Security Trustee for and on behalf of, andas trustee for, each of the Facility Beneficiaries upon and subject to theterms of the Deed of Proceeds and Priorities.

**2.5****                     Consents andDiscretion**

Wherever in this Guarantee any Guarantor covenants,undertakes or agrees with or to the Security Trustee that it will not do anyact or thing, that Guarantor may do such act or thing if it obtains the priorwritten consent of the Security Trustee thereto, provided always that (as thatGuarantor hereby acknowledges and agrees) the Security Trustee may give orwithhold any such consent requested in its absolute discretion and, in anyevent, shall act in accordance with the instructions of the Facility Agent inrelation to any such request for consent (upon and subject to the terms andconditions of the Credit Agreement and Deed of Proceeds and Priorities).

**2.6****                     FacilityAgent**

Each Guarantor acknowledges and agrees to theprovisions of clause 6.18 of the Deed of Proceeds and Priorities pursuant towhich the Security Trustee has appointed the Facility Agent as its agent forthe purposes of all and any requests, consents, instructions, directions,notices, demands or other communications which are to be given, made or issuedby the Security Trustee under or pursuant to this Guarantee.

**2.7****                     BluewaterAgent**

2.7.1              Each Guarantor byits execution of this Guarantee or a Guarantee Accession Deed irrevocablyappoints the Bluewater Agent to act on its behalf as its agent in relation tothe Facility Documents and irrevocably authorises:

#### (a)              the Bluewater Agenton its behalf to supply all information concerning itself contemplated by anyFacility Document to the Facility Beneficiaries and to give all notices andinstructions, to execute on its behalf any Credit Agreement SupplementalAgreement, DPP Supplemental Deed or other additional Security Document, to makesuch agreements and to effect the relevant amendments, capable of being given,made or effected by any Guarantor notwithstanding that they may affect the Guarantor,without further reference to or the consent of that Guarantor; and

#### (b)             each FacilityBeneficiary to give any notice, demand or other communication to that Guarantorpursuant to the Facility Documents to the Bluewater Agent,

and in each case the Guarantor shall be bound asthough the Guarantor itself had given the notices and instruction or executedor made the agreements or effected the amendments, or received the relevantnotice, demand or other communication.

2.7.2              Every act, omission,agreement, undertaking, settlement, waiver, amendment, notice or othercommunication given or made by the Bluewater Agent or given to the Bluewater

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Agent under any Facility Document on behalf of anyGuarantor or in connection with any Facility Document (whether or not known toany other Guarantor and whether occurring before or after such other Guarantorbecame a Guarantor under any Facility Document) shall be binding for allpurposes on that Guarantor as if that Guarantor had expressly made, given orconcurred with it.  In the event of anyconflict between any notices or other communications of the Bluewater Agent andany Guarantor, those of the Bluewater Agent shall prevail.

**3****                               Guarantee**

**3.1****                     Guarantee andCovenant**

In consideration of the Relevant Consideration, eachGuarantor hereby unconditionally and irrevocably guarantees and covenants tothe Security Trustee that it will, on first demand by the Security Trustee, payand repay all monies and satisfy, perform and discharge all obligations andliabilities now or hereafter owing or payable, undertaken, incurred or assumedby the Obligors or any of them to or in favour of the Facility Beneficiaries orany of them under or pursuant to the Credit Agreement and the other FacilityDocuments (or any of them), in each case when such monies, obligations andliabilities become due for payment, repayment, satisfaction, performance or (asthe case may be) discharge, whether by acceleration or otherwise, and whethersuch monies, obligations and liabilities are express or implied, present orfuture, actual or contingent, joint or several, incurred as principal orsurety, denominated in Dollars or in any other currency, or are or becomeowing, payable, undertaken, incurred or assumed in any other manner whatsoever.

**3.2****                     Interest, Lossesand Expenses**

The guarantee and covenant of each Guarantor in clause3.1 extends to, and includes (without limitation), and each Guarantorguarantees and covenants to the Security Trustee that it will, on demand by theSecurity Trustee, pay, on a full and unqualified indemnity basis:

3.2.1              interest payablepursuant to the Credit Agreement and the other Facility Documents (or any ofthem) in respect of monies, obligations and liabilities now or hereafter owing,payable, undertaken, incurred or assumed by the Obligors or any of them to orin favour of the Facility Beneficiaries or any of them under or pursuant to theCredit Agreement and the other Facility Documents (or any of them) at the rateand in respect of the period determined in accordance with the relevantprovisions of the Credit Agreement or, as the case may be, such other FacilityDocument;

3.2.2              all Losses suffered,incurred or paid by the Security Trustee or any other Facility Beneficiary as aresult of, or otherwise in connection with, any failure by the Obligors (or anyof them) to pay, repay, satisfy, perform or (as the case may be) discharge whendue such monies, obligations and liabilities (or any of them); and

3.2.3              the Expenses.

**3.3****                     Indemnity**

As a separate and independent obligation, eachGuarantor agrees that if any purported obligation or liability of the Obligors(or any of them) which would have been the

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subject of the guarantee and covenant inclause 3.1 had it been valid and enforceable is not or ceases to be validor enforceable on any ground whatsoever (including, without limitation, anyirregular exercise by, any absence of any corporate power of, any lack ofauthority of, or any breach of duty by, any person purporting to act on behalfof any Obligor, any legal or other limitation, whether under the LimitationActs or otherwise, or any disability or Incapacity, or any change in theconstitution of, any Obligor), whether or not known to the Security Trustee orany other Facility Beneficiary, that Guarantor shall nevertheless be liable tothe Security Trustee in respect of that purported obligation or liability as ifthe same were fully valid and enforceable and that Guarantor were the principaldebtor in respect thereof.  EachGuarantor agrees to keep the Security Trustee and each other FacilityBeneficiary fully indemnified, on demand by the Security Trustee, against alland any Losses incurred, suffered or paid by the Security Trustee or any otherFacility Beneficiary as a result of, or otherwise in connection with, any suchpurported obligation or liability not being, or ceasing to be, valid orenforceable.

**3.4****                     Maximumprincipal amount**

The maximum principal amount guaranteed under clause3.1 is eight hundred and fifty million Dollars ($850,000,000) (or such higheramount as the Bluewater Agent on behalf of the Guarantors may from time to timeagree), but without prejudice to the guarantee thereunder of all other monies,obligations and liabilities referred to therein.

**4****                               Securityprovisions**

**4.1****                     Statements ofaccount conclusive**

Any certificate or determination of the SecurityTrustee as to the Facility Obligations or any of them, or any other amountpayable by any Obligor or any of them under or pursuant to this Guarantee orany other Facility Document, shall, in the absence of manifest error, bebinding and conclusive on and against each Guarantor.

**4.2****                     No securitytaken by any Guarantor**

Each Guarantor warrants that it has not taken orreceived, and undertakes that, until all of the Facility Obligations have beenpaid, repaid, satisfied, performed and discharged in full, it will not take orreceive, the benefit of any security from the Obligors (or any of them) or anyother person in respect of, or otherwise in connection with, the FacilityGuarantee Obligations, or the guarantee under this Guarantee. If, contrary tothe foregoing provisions of this clause 4.2, any Guarantor takes or receivesthe benefit of any security or receives or recovers any monies or otherproperty thereunder, such security, money or other property shall be held ontrust for the Security Trustee and shall be delivered to the Security Trusteeon demand.

**4.3****                     Interest**

Each Guarantor agrees to pay interest on each amountdemanded of it by the Security Trustee under or pursuant to this Guarantee (i)(if and to the extent that the amount so demanded constitutes Losses of thenature referred to in clause 5.2 of the Credit Agreement and is paid by thatGuarantor within five (5) Banking Days of the date of demand by the SecurityTrustee) at the rate of interest applicable at that time to that

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amount pursuant to clause 3.1 of the Credit Agreement,or (ii) (in all other circumstances) at the Default Rate, in each case, fromthe date of demand by the Security Trustee to the date of payment (after aswell as before judgment).  Such interestshall, if it is not paid when demanded by the Security Trustee, be compoundedat the end of each period determined for this purpose by the Security Trustee,but without prejudice to the Security Trustee’s right to require payment ofsuch interest. To the extent that interest on any amount demanded under thisGuarantee also accrues on the same amount under the Credit Agreement or anyother Facility Document in respect of which a similar demand has been made bythe Security Trustee or any other Facility Beneficiary, there shall be nodouble-counting of interest on that amount and each payment of interest on thatamount by the relevant person under this Guarantee or under the CreditAgreement or that other Facility Document shall be a pro tanto discharge of thecorresponding liability of any other person to pay interest on that amount.

**4.4****                     Continuingguarantee**

The guarantee under this Guarantee, the obligationsand liabilities of each Guarantor under and pursuant to this Guarantee and thepowers, rights and remedies of the Security Trustee under and pursuant to thisGuarantee shall:

4.4.1              be held by theSecurity Trustee as a continuing security for the payment, repayment,satisfaction, performance and discharge of the Facility Obligations and shall notbe satisfied by any intermediate payment, repayment, satisfaction, performanceor discharge of any part of  the FacilityObligations (or by any settlement of accounts between any person and theSecurity Trustee or any other Facility Beneficiary) and shall remain in fullforce and effect until the Facility Obligations have been paid, repaid,performed, satisfied and discharged in full (which expression shall not embraceany payment or dividend  of less than100% in any Insolvency Event in relation to any Guarantor or any other person);

4.4.2              guarantee theFacility Obligations whether or not the Credit Agreement or any of the otherFacility Documents shall have been terminated, whether following the occurrenceof a Facility Event or otherwise;

4.4.3              be in addition to,and shall not in any way prejudice, limit, discharge, reduce or affect, and maybe enforced by the Security Trustee without prior recourse to, the securitycreated by or under, or any power, right or remedy of the Security Trustee orany other Facility Beneficiary under or pursuant to, any other FacilityDocument or any present or future Collateral Instrument or as a matter of law;

4.4.4              not be in any wayprejudiced, limited, discharged, delayed, reduced or affected by the existenceof any other Facility Document, any present or future Collateral Instrument, orany power, right or remedy of the Security Trustee or any other FacilityBeneficiary, or by any of the same being or becoming wholly or in part void,voidable, invalid or unenforceable on any ground whatsoever;

4.4.5              not be in any wayprejudiced, limited, discharged, delayed, reduced or affected by the SecurityTrustee or any other Facility Beneficiary (i) granting any time, indulgence orconcession to any Guarantor, any Obligor or any other person, or compoundingwith any person in relation to, or exchanging, discharging, releasing orvarying, any obligation or liability of any Guarantor, any Obligor or any otherperson, (ii) granting,

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renewing, determining, varying or increasing any accommodation,facility or transaction or otherwise dealing with the same in any mannerwhatsoever, (iii) concurring in, accepting or varying any compromise,arrangement or settlement, or (iv) omitting to claim or enforce payment fromany Guarantor, any Obligor or any other person;

4.4.6              not be in any wayprejudiced, limited, discharged, delayed, reduced or affected by any change inthe name, style or constitution of, or any amalgamation or reconstruction of,any Guarantor, any Obligor or any other person, or any Incapacity or othercircumstances in relation to any Guarantor, any Obligor or any other person,whether or not known to the Security Trustee or any other Facility Beneficiary;and

4.4.7              not be in any wayprejudiced, limited, discharged, delayed, reduced or affected by any act oromission which would not have prejudiced, limited, discharged, delayed, reducedor affected the obligations and liabilities of any Guarantor, the guaranteeunder this Guarantee or the rights, powers and remedies of the Security Trustee,had that Guarantor been a principal debtor instead of a guarantor or byanything done or omitted which but for this provision might operate toprejudice, limit, reduce, discharge, delay or affect such obligations andliabilities, such security or such powers, rights and remedies.

**4.5****                     Rightsadditional**

Each of the rights, powers and remedies vested in, orotherwise available to, the Security Trustee under and pursuant to thisGuarantee may be exercised from time to time and as often as the Security Trusteeor any other Facility Beneficiary may deem appropriate.

**4.6****                     Waiver ofrights**

Each Guarantor agrees that it will, throughout theFacility Security Period:

4.6.1              not exercise anyrights of subrogation, reimbursement, indemnity or contribution against anyObligor or any other person liable for the Facility Obligations, in each case,in relation to the Facility Guarantee Obligations;

4.6.2              not demand or acceptany Collateral Instrument in respect of any right referred to in clause 4.6.1or dispose of any such right;

4.6.3              not take any step toenforce any right against any Obligor or any other person liable for theFacility Obligations, in each case, in relation to the Facility GuaranteeObligations;

4.6.4              not initiate or takeany action which would result in any Insolvency Event in relation to anyObligor or any other person liable for the Facility Obligations;

4.6.5              not claim or provein any Insolvency Event in relation to any Obligor or any other person liablefor the Facility Obligations, in each case, in relation to the FacilityGuarantee Obligations;

4.6.6              not have the benefitof, or share in, any payment from, or composition with any Obligor or any otherperson liable for the Facility Obligations, in each case, in relation to theFacility Guarantee Obligations; and

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4.6.7              if so directed bythe Security Trustee, prove in any Insolvency Event in relation to any Obligoror any other person liable for the Facility Obligations, in each case, inrelation to the Facility Guarantee Obligations, for the whole or any part ofany claim which it may have in relation to any of its otherwise waived rightsreferred to in the foregoing paragraphs of this clause 4.6 and on terms thatthe benefit of such proof and of all monies received by it in respect thereofshall be held on trust for the Facility Beneficiaries and applied in or towardsdischarge of Facility Guarantee Obligations in such manner as the SecurityTrustee may deem appropriate.

**4.7****                     Suspenseaccount**

All monies received under or pursuant to thisGuarantee (whether before or after any Incapacity of any Obligor) may, if aFacility Event has occurred, be placed to the credit of an interest bearingsuspense account with a view to preserving the rights of the FacilityBeneficiaries (or any of them) to prove for the whole of their claims againstthe Obligors and each other person liable or may be applied in or towardssatisfaction of the Facility Obligations in such manner as the Security Trusteemay deem appropriate.

**4.8****                     Settlementsconditional**

Any release, reassignment, discharge or settlementbetween the Security Trustee, on the one hand, and any Obligor or any otherperson, on the other hand, shall be conditional upon the security, disposition,satisfaction, performance, discharge, payment or repayment to which suchrelease, reassignment, discharge or settlement relates not being or becomingvoid, voidable, set aside or ordered to be refunded and if such condition shallnot be satisfied the Security Trustee shall be entitled to enforce thisGuarantee subsequently as if such release, reassignment, discharge orsettlement had not occurred and such security, disposition, satisfaction,performance, discharge, repayment or payment had not been made.

**4.9****                     CollateralInstruments**

Neither the Security Trustee nor any other FacilityBeneficiary shall be obliged to make any claim or demand on any Obligor or toenforce or realise any Collateral Instrument or other means of payment now orhereafter held by or available to it before enforcing this Guarantee and noaction taken or omitted by the Security Trustee or any other FacilityBeneficiary in connection with any Collateral Instrument or other means ofpayment shall delay, discharge, limit, reduce, prejudice or affect theobligations and liabilities of any Guarantor under and pursuant to, or theguarantee under, this Guarantee nor shall the Security Trustee or any otherFacility Beneficiary be obliged to apply any monies or other property receivedor recovered in consequence of any enforcement or realisation of any CollateralInstrument or other means of payment in reduction of the Facility Obligations.

**4.10****              Retention of thisGuarantee**

The Security Trustee shall be entitled to retain thisGuarantee after as well as before the payment, repayment, performance,satisfaction and discharge of all of the Facility Obligations for such periodas the Security Trustee, acting reasonably, may deem appropriate.

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**5****                               Applicationof monies**

All Facility Proceeds received by the Security Trusteefrom or on behalf of the Guarantors or any of them pursuant to this Guaranteeshall be paid by the Security Trustee to the Facility Agent for application inaccordance with clause 4.2 of the Credit Agreement.

**6****                               Representationsand Warranties**

6.1                       EachGuarantor represents and warrants to the Security Trustee that:

6.1.1              due incorporation

it is duly incorporated and validly existing in goodstanding under the laws under which it was incorporated or formed, as the casemay be, and has power to carry on its business as it is now being conducted andto own its property and other assets;

6.1.2              corporate power

it has power to execute, deliver and enter into, andperform its obligations under, this Guarantee, each other Facility Document towhich it is, or is to be, a party and each of the Assigned Documents to which itis, 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;

6.1.3              binding obligations

subject to any applicable Reservations, thisGuarantee, 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 party constitutesor will, when executed, constitute its valid and legally binding obligationsenforceable in accordance with their respective terms;

6.1.4              no conflict withother obligations

its execution, delivery and entry into of, and theperformance of its obligations under, and the compliance by it with theprovisions of, this Guarantee, each other Facility Document  to which it is, or is to be, a party and eachof the Assigned Documents to which it is, or is to be, a party has not and willnot (i) subject to any applicable Reservations, contravene in any materialrespect any existing applicable law, statute, rule or regulation, or anyjudgment, decree or permit, to which it is subject, (ii) conflict with, orresult in any breach of any of the terms of, or constitute a default under, anyagreement or other instrument to which it is a party or is subject or by whichit or any of its assets is bound, which conflict, breach or default wouldconstitute a Material Adverse Effect (iii) contravene or conflict with anyprovision of its Constitutive Documents, or (iv) result in, or oblige itor any of its Related Companies to create, any Encumbrance (other than aPermitted Encumbrance) over or in relation to any of its assets or any of theassets of its Related Companies;

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6.1.5              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;

6.1.6              no filings

subject as hereinafter provided, it is not necessaryto ensure the legality, validity, enforceability, priority or admissibility inevidence of this Guarantee, 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 Guarantee, those Facility Documents and thoseAssigned Documents and this Guarantee, 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, and (E) the filings required to be made pursuant tothe Maltese Companies Act, 1995 in relation to the BOPS Share Pledge;

6.1.7              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 FacilityDocuments to the jurisdiction of the English courts are each valid and binding;

6.1.8              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 other enforcement);

6.1.9              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

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connection with, the execution, delivery, entry into,validity, enforceability, priority or admissibility in evidence of, or theperformance by it of its obligations under, this Guarantee, 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;

6.1.10        ownership of Subsidiaries

as at Closing, each of the Bluewater Group Memberswill be an Owned and Controlled Subsidiary of Aurelia Energy;

6.1.11        only Subsidiaries

as at Closing, the only Subsidiaries of Aurelia Energywill be those companies which appear in the organisational chart set out inschedule 12 to the Credit Agreement and Bluewater Finance;

6.1.12        pari passu

its obligations under this Guarantee 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;

6.1.13        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 or which is otherwiserelevant (as determined by it, acting reasonably) to the Facility Documents andthe transactions thereby contemplated;

6.1.14        accounts and financialstatements correct and complete

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; and

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6.1.15        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 Facility Agent and/or theSecurity Trustee are, or will when delivered be, true and complete copies ofthose Facility Documents and those Assigned Documents and there have been, orwill when delivered have been, no amendments thereto nor any breach or defaultthereunder which, in the case of the Assigned Documents only, constitutes aMaterial Adverse Effect;

6.1.16        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; and

6.1.17        organisation chart

at Closing, the organisation chart and table set outin Parts 1 and 2, respectively, of Schedule 12 of the Credit Agreement will betrue, complete and accurate in all material respects, and shows the followinginformation:

(a)                               eachBluewater Group Member, including its current name and company registrationnumber, its jurisdiction of incorporation and/or establishment, and whether acompany is not a company with limited liability; and

(b)              allminority interests in any Bluewater Group Member.

6.2                       EachGuarantor further represents and warrants to the Security Trustee that:

6.2.1              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;

6.2.2              no default underother Financial Indebtedness

none of it, any of the Bluewater Group Members or(after the Implementation Date) Aurelia Holding is (nor would it or any ofthem, with the giving of notice, lapse of time, determination of materiality orthe satisfaction of any other condition (or any combination thereof), be) inbreach of or in default under any agreement relating to Financial Indebtednessto which it or any of them is a party or by which it or any of them, or any ofits or their respective assets, is bound if the relevant Financial Indebtednessis in an amount in excess of ten million Dollars ($10,000,000) or, whenaggregated with any other Financial Indebtedness in relation to which any ofthe events referred to in the foregoing provisions of this clause 6.2.2has 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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6.2.3              material adversechange

there has been no Material Adverse Change from thefinancial condition set forth in the financial statements referred to inclause 6.1.14 since the date on which those financial statements wereprepared;

6.2.4              no withholding Taxes

no Taxes are imposed by withholding or otherwise onany amount payable by it under or pursuant to this Guarantee, 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 Guarantee, 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;

6.2.5              freedom fromEncumbrances

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);

6.2.6              environmentalmatters

except as may already have been disclosed by it inwriting to, and acknowledged in writing by, the Facility Agent and (having madedue enquiry) to the best of the knowledge and belief of it and its officers:

(a)                        all EnvironmentalLaws applicable to the Relevant Equipment have been complied with and allconsents, licences and approvals required under such Environmental Laws havebeen obtained and complied with;

(b)                       noEnvironmental Claim has been made or threatened or is pending against it, anymember of the Bluewater Group, Aurelia Energy or any Relevant Equipment whichhas not been fully satisfied; and

(c)                        there hasbeen no Environmental 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); and

6.2.7              Core business

the core business of the Bluewater Group is the CoreBusiness and the Bluewater Group owns at least four (4) FPSOs which areEquipment.

6.3                       On and asof the date hereof and (except in relation to the representation and warrantyin clause 6.1.11) the date of each Drawdown Notice, the date of each Advanceand (except in relation to the representations and warranties in clause 6.2)each Interest

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Payment Date, each Guarantor shall make or, as thecase may be, shall be deemed to repeat the representations and warranties madeby it in clauses 6.1 and 6.2 (other than 6.1.5, 6.1.6, 6.1.13, 6.2.1,6.2.2, 6.2.4 and 6.2.5) as the case may be, as if made with reference to thefacts and circumstances existing on that date.

6.4                       If, priorto the date any representation or warranty (“**RepeatingRepresentation**”) is made or deemed to be repeated after the DrawdownDate, pursuant to clause 6.3 the Bluewater Agent has informed the FacilityAgent in writing that any Repeating Representation is no longer correct oraccurate and the Facility Agent (acting on the instructions of the MajorityBanks acting reasonably) agrees on or prior to the date falling ten (10) BankingDays after the date the Facility Agent receives that information that therelevant Repeating Representation should be varied to the extent necessary sothat the relevant incorrectness or inaccuracy shall not constitute a breach ofthat Repeating Representation, as and from the date of such agreement no breachof that Repeating Representation shall occur, provided however, for theavoidance of doubt, that this clause 6.4 shall not apply to any representationor warranty made or deemed to be made on the date of this Guarantee or on thedate of the first Drawdown Notice as a consequence of a breach of suchrepresentation or warranty made or deemed to be made on the date of thisGuarantee or the date of the first Drawdown Notice, as the case may be.

6.5                       If theFacility Agent fails to respond within ten (10) Banking Days of the date of itreceiving the written information from the Bluewater Agent referred to inclause 6.4, the Banks shall be deemed to have agreed, as of the eleventh (11th)Banking Day falling after the date of receipt referred to above, that therelevant Repeating Representation should be varied to the extent necessary sothat the relevant incorrectness or inaccuracy shall not constitute a breach ofthat Repeating Representation.

**7****                               Covenants**

7.1                       EachGuarantor covenants to the Security Trustee that it will:

7.1.1              information

forthwith upon becoming aware of it inform theFacility Agent of (a) the occurrence of any Insolvency Event (or any otherevent 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,(b) any Default, any Environmental Claim, any litigation, arbitration oradministrative proceeding of the nature referred to in clause 6.2.1, (c)any Material Adverse Change, (d) the incurring by any Bluewater Group Member orAurelia Energy of any Permitted Indebtedness which, either alone or whenaggregated with all such other Permitted Indebtedness previously incurred,exceeds twenty million Dollars ($20,000,000), (e) the total projected ProjectCosts (including for avoidance of doubt, any Project Costs actually expendedprior to the relevant time) of the Ettrick Project or, as the case may be, anyUnit Project having increased by an amount of more than fifteen million Dollars($15,000,000) over and above the Project Costs specified in the Initial Budgetor, as the case may be, the Forecast relating to that project most recentlydelivered to the Facility Agent at the relevant time, (f) if at any time anyamount in excess of five million Dollars ($5,000,000) payable under or pursuantto any Contract has not been paid by the

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Field Operator who is a party to that Contract for aperiod in excess of thirty (30) days after the due date (including anyapplicable grace period), that non-payment and of the reason for suchnon-payment, (g) any material breach or default under any Assigned Document,and (h) the occurrence of the Implementation Date;

7.1.2              confirmation

if and whenever requested by the Facility Agent,confirm to the Facility Agent in writing that no Insolvency Event (or otherevent 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,no Default and no Environmental Claim, no Material Adverse Change and nomaterial divergence from any Initial Budget has occurred and is continuing;

7.1.3              consents andlicences

obtain or cause to be obtained or made, maintain in fullforce and effect and comply in all material respects with the conditions andrestrictions (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 Guarantee, 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;

7.1.4              pari passu

ensure that its obligations under this Guarantee 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;

7.1.5              financial statements

in the case of Aurelia Energy, properly prepare orcause to be properly prepared (a) financial statements in respect of eachfinancial year and financial statements in respect of each half of eachfinancial year (on the same basis as the annual financial statements), and (b)future financial projections (in form and terms sufficient to enable theBluewater Agent to make all necessary calculations and determinations inconnection with the covenants set out in clauses 7.1.18 to 7.1.22 (inclusive)),and will in each case deliver as many copies of those financial statements andfuture financial projections as the Facility Agent may reasonably request tothe Facility Agent as soon as practicable but in any event not later than onehundred and twenty (120) days (in the case of annual financial statements) orninety (90) days (in the case of semi-annual financial statements) after theend of the financial period to which they relate. All financial statementsdelivered hereunder shall be accompanied by the corresponding financialprojections referred to above and, in respect of the covenants set out inclauses

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7.1.18 to 7.1.22 (inclusive), the Bluewater Agent willdeliver a certificate of confirmation to the Facility Agent semi-annually inthe Agreed Form;

7.1.6              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 the Guarantor to its creditors generally at the sametime at which the same is so issued by it to its creditors generally;

7.1.7              provision of furtherinformation

without prejudice to its other covenants under thisclause 7.1, provide to the Facility Agent such financial and otherinformation concerning it, the financial condition, operations and assets ofit, the other Obligors and (after the Implementation Date) Aurelia Holding, asthe Facility Agent may from time to time reasonably request;

7.1.8              Notes

without prejudice to its other covenants under thisclause 7.1, provide to the Facility Agent copies of all notices issued orreceived by it under or pursuant to the documentation relating to the Notes;

7.1.9              performance ofobligations

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;

7.1.10        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;

7.1.11        binding obligations

procure that this Guarantee, 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;

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7.1.12        corporate existence

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

7.1.13        filings

procure that, if it is or becomes necessary to ensurethe legality, validity, enforceability, priority or admissibility in evidenceof this Guarantee, 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, consularisation, legalisation, filing,recording, registration or enrolling, or such stamp, registration or similartax or charge, is effected or, as the case may be, paid;

7.1.14        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;

7.1.15        business interruptioninsurance

procure that, if at any time the Obligors shallreceive earnings for the provision of services in respect of three (3) or lesscomplete FPSOs, the Obligors (unless otherwise agreed by the Majority Banks)shall effect and maintain business interruption insurance (satisfactory to theFacility Agent, acting reasonably) in an amount of not less than sixty thousandDollars ($60,000) per day per Vessel, subject to a maximum total amount of tenmillion Dollars ($10,000,000) per incident for such sums and on such terms(after application of an excess of ninety (90) days or such other reasonableexcess period as may be agreed by the Security Trustee (with the consent of,and after consultation with, the Majority Banks)), having regard to the termsof the Assigned Documents and what is obtainable in the then current insurancemarket in relation to business interruption insurance in respect of the samerisks as those which are covered by the Insurances which are required to beeffected pursuant to clause 10.1.1(a) of the General Assignment;

7.1.16        compliance by BluewaterGroup Members

procure that each of the other Obligors performs,satisfies and discharges each of its obligations and liabilities under andpursuant to the Facility Documents to which that Obligor is, or is to be, aparty;

7.1.17        FPSO ownership

procure that the Obligors maintain economic ownershipof at least four (4) FPSOs which are Equipment;

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7.1.18        tangible net worth

ensure that the aggregate of the tangible net worth(including Subordinated Amounts, save for any Indebtedness under the terms ofthe Notes) of the Bluewater Group and Aurelia Energy (on a consolidated basis)is at all times (i) more than five hundred million Dollars ($500,000,000), and(ii) more than twenty five per cent (25%) of the total assets of the BluewaterGroup and Aurelia Energy (on a consolidated basis) adjusted for intangibleitems, in each case using the accounting and valuation principles applied inpreparation of the 2005 financial statements and as determined at eachsemi-annual accounting period of the Bluewater Group;

7.1.19        Interest Cover Ratio

ensure that the Interest Cover Ratio of the BluewaterGroup and Aurelia Energy, as determined at each semi-annual accounting periodof the Bluewater Group by reference to the two previous semi-annual accountingperiods of the Bluewater Group, is at all times greater than two point five(2.5);

7.1.20        Operating Leverage

ensure that, in relation to each Leverage CalculationPeriod, Operating Leverage is less than three point zero (3.0);

7.1.21        minimum liquidity amount

procure that the Bluewater Group and Aurelia Energymaintains an aggregate minimum liquidity amount of not less than fifteenmillion Dollars ($15,000,000) in freely available cash (including availabilityunder the Credit Agreement) or Cash Equivalent Investments, as determined ateach semi-annual accounting period of the Bluewater Group;

7.1.22        market value ratio

procure that at all times the Credit does not exceedsixty six point seven per cent. (66.7%) of the Aggregate Fair Market Value atthe relevant time;

7.1.23        ownership confirmation

procure that the Managing Director from time to timeof Aurelia Energy provides to the Facility Agent, on each anniversary of thedate of the Credit Agreement, a written confirmation stating that, to the bestof the knowledge, information and belief of that Managing Director, there hasbeen no change in the effective ultimate ownership of Aurelia Energy or, afterthe Implementation Date, Aurelia Holding;

7.1.24        Bluewater Finance

procure that Bluewater Finance will not (a) undertake,or be otherwise involved in, any business whatsoever, (b) undertake, assume orincur any obligation or liability whatsoever, (c) acquire any assetswhatsoever, or (d) enter into any deed, document, agreement, instrument,contract or other arrangement whatsoever, in each case, other than as requiredfor the purposes of the Notes and in accordance with the terms of theIndenture;

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7.1.25        Owned and ControlledSubsidiaries

procure that each of the Bluewater Group Memberscontinues, if and for so long as that Bluewater Group Member is an Obligor,from Closing and thereafter throughout the Facility Security Period to be an Ownedand Controlled Subsidiary of Aurelia Energy;

7.1.26        financial model

deliver, or procure that there is delivered, to theFacility Agent an updated version of the Financial Model on each anniversary ofthe Credit Agreement and whenever requested by the Facility Agent, actingreasonably;

7.1.27        construction contracts

forthwith upon becoming aware of it, inform theFacility Agent of the execution of any contract relating to Construction havinga value or cost in excess of fifty million Dollars ($50,000,000) entered intoby any Bluewater Group Member;

7.1.28        Owners and operators

procure that no person other than a Bluewater GroupMember at any time during the Facility Security Period becomes either an Owneror Operator and that prior to any Bluewater Group Member which previously wasnot Owner or Operator becoming an Owner or, as the case may be, an Operator,the requirements of clause 21.9 of the Credit Agreement are satisfied in full;

7.1.29        Netting Arrangements

procure that at all times during the Facility SecurityPeriod the Netting Arrangements do not permit the netting or set-off againstany Assigned Account of any amount owing to the Account Bank by any personwhich is not a Borrower or Guarantor of any negative balance or any account ofany person which is not a Borrower or Guarantor;

7.1.30        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 of the Credit Agreement become applicable to theEttrick Project or any Unit Project, deliver, or procure that there isdelivered, 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;

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7.1.31        Excluded Subsidiaries

procure that, simultaneously with any company beingremoved from Schedule 11 of the Credit Agreement by the operation of paragraph2 of that Schedule, that company shall become an Additional Guarantor and thatthe obligations and requirements of clause 7.3.2(a) shall be satisfied andfulfilled in relation to that Company; and

7.1.32        Money Laundering

in relation to the performance and discharge of itsobligations and liabilities under this Guarantee or any of the Facility Documentsto which it is a party and the transactions and other arrangements effected orcontemplated by this Guarantee or any of the Facility Documents to which it isa party, act for its own account and the foregoing will not involve or lead toa contravention of any law, official requirement or other regulatory measure orprocedure which has been implemented to combat “money laundering” (as definedin Article 1 of the Directive (91/308/EEC) of the Council of the EuropeanCommunities).

7.2

7.2.1              Aurelia Energy covenantsto the Security Trustee that it will procure that any liquidation of BluewaterEnergy occurs on a solvent basis and that, prior to any such liquidation:

(a)                       good andbeneficial title to all of the issued share capital of BOPS is acquired byAurelia Energy, free and clear of any Encumbrance whatsoever and Aurelia Energyhas entered into a BOPS Share Pledge in favour of the Security Trustee; and

(b)                      any and allobligations and liabilities of Bluewater Energy are discharged and satisfied infull.

7.2.2              Aurelia Energycovenants to the Security Trustee that it will procure that any liquidation ofBOPS occurs on a solvent basis and that, prior to any such liquidation:

(a)                       good andbeneficial title to all of the issued share capital of BH is acquired by AureliaEnergy, free and clear of any Encumbrance whatsoever;

(b)                      any and allobligations and liabilities of BOPS are discharged and satisfied in full,

(c)                       BOPS is nolonger an Owner or Operator; and

(d)                      the UisgeGorm Quiet Enjoyment Letter is amended or replaced on terms satisfactory to theFacility Agent, acting reasonably.

7.2.3              The FacilityBeneficiaries acknowledge that it is anticipated that liquidation of BluewaterEnergy and/or BOPS as contemplated by this clause 7.2 may occur during theFacility Security Period and, for this purpose, the Security Trustee isauthorised to execute any release documents in respect of Bluewater Energy’sor, as the case may be, BOPS’ obligations under the Facility Documents and, inthe case of the liquidation of BOPS, to release the BOPS Share Pledge.

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7.3                       EachGuarantor covenants to the Security Trustee that it will not:

7.3.1              no merger ortransfer

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

(a)                        the mergedentity or transferee is (i) another Obligor or (ii) (in the opinion of theMajority Banks acting reasonably) another person of at least the samecreditworthiness as the relevant Guarantor; and

(b)                       the mergedentity or transferee expressly and unconditionally assumes (in a manner and onterms acceptable to the Majority Banks acting reasonably) all obligations andliabilities of the relevant Guarantor 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 7.3.1;

7.3.2              Subsidiaries

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

#### (a)              if that Subsidiaryis not an Excluded Subsidiary or at any time after its creation or

acquisition ceases to be an Excluded Subsidiary:

##### (i)                           uponits creation or acquisition or, as the case may be, upon it ceasing to be anExcluded Subsidiary, the Subsidiary enters into a Guarantee Accession Deed (andprovides all of the documents and other evidence listed in clause 4 of theGuarantee Accession Deed), a DPP Supplemental Deed and such other documents asthe Facility Agent (acting reasonably) may require; and

##### (ii)                        theFacility Agent receives an opinion of independent counsel in the jurisdictionin which the Subsidiary is (or, as the case may be, is to be) incorporated and(if different) the jurisdiction in which it has (or, as the case may be, is tohave) its principal place of business in a form and on terms in all respectssatisfactory to the Majority Banks (which shall include an opinion confirmingthe effectiveness of the terms of the subordination under the Notes), or

#### (b)             such Subsidiary is anExcluded Subsidiary; or

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

7.3.3              disposals

dispose of any of its assets in or in relation towhich any Facility Beneficiary holds any Security or which is the subject ofany Security Document, whether by one or a series of

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transactions, related or not, unless the provisions ofclause 2.7.3 (b) of the Credit Agreement are complied with and provided howeverthat such disposal shall not result in fewer than four (4) Vessels beingsubject to security in favour of or for the benefit of the FacilityBeneficiaries; or

7.3.4              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 in relation to which any FacilityBeneficiary holds any Security or which is the subject of any SecurityDocument; or

7.3.5              Indebtedness

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

7.3.6              Leases and Contracts

enter into any New Contract in relation to anyAssigned Document, in each case after the date of this Guarantee, unless theFacility Agent has first confirmed (acting on the instructions of the MajorityBanks, acting reasonably) that the counterparty thereto and the form andsubstance thereof is acceptable to the Facility Agent;  or

7.3.7              disposals

not dispose of or permit any third party right toarise over or in relation to, or create or permit to subsist any Encumbranceover or in relation to, any of the issued voting share capital of any Obligorand will procure that no other person will sell, transfer, assign, discount,pledge, charge or otherwise dispose of or deal with, or permit any third partyright to arise over or in relation to, or create or permit to subsist anyEncumbrance over or in relation to, all or any of the issued voting sharecapital of any Obligor.

**8****                               Powersof Security Trustee to protect security and remedy defaults**

**8.1****                     Protectiveaction**

The Security Trustee shall, without prejudice to itsother rights, powers and remedies under this Guarantee and the other FacilityDocuments (or any of them) or as a matter of law, be entitled (but not bound)at any time, and as often as the Security Trustee may deem appropriate, to takeall and any such action as the Security Trustee may (acting reasonably) deemappropriate for the purpose of protecting or maintaining the security createdby and under this Guarantee and all Expenses attributable thereto (which shallbe supported by appropriate written invoices) shall be payable by eachGuarantor to the Security Trustee on demand.

**9****                               Powersof the Security Trustee on Facility Event**

**9.1****                     Powers**

Upon the occurrence of any Facility Event (whether ornot the Facility Agent shall have issued any Acceleration Notice and whether ornot the Security Trustee has made any

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demand under clause 3.1, but subject always toclause 13.4 of the Credit Agreement), the Security Trustee shall becomeforthwith entitled to exercise, as and when it deems appropriate, all or any ofthe rights, powers and remedies possessed by it as (whether at law, by virtueof this Guarantee or otherwise), in each case without further notice andwithout the restrictions contained in section 103 of the Law of Property Act1925 (but provided always that the Security Trustee may only commence any suchenforcement action at a time at which a Facility Event is continuing), and inparticular (without limiting the generality of the foregoing) the SecurityTrustee shall be entitled:

9.1.1              to apply all moniesand other property received under or pursuant to this Guarantee in or towardssatisfaction of the Facility Obligations; and

9.1.2              to recover from eachGuarantor on demand all Expenses suffered, incurred or paid by the SecurityTrustee or any other Facility Beneficiary in, or otherwise in connection with,the exercise of the powers (or any of them) referred to in thisclause 9.1.

**9.2****                     Filings**

Each Guarantor hereby irrevocably and unconditionallyappoints the Security Trustee to be its attorney for it and in its name and onits behalf and as its act and deed or otherwise to agree the form of and toexecute, seal and deliver and otherwise perfect and do all deeds, assurances,agreements, instruments, acts and things in order to file, record, register orenrol this Guarantee in any court, public office or elsewhere as the SecurityTrustee may deem appropriate, now or in the future, to ensure the legality,validity, priority, enforceability or admissibility in evidence hereof andthereof.  The Security Trustee declaresthat it has an interest in this mandate, accepts the same and declares that themandate forms part of its security.

**9.3****                     Remediescumulative**

No failure or delay on the part of the SecurityTrustee to exercise any right, power or remedy of it under or pursuant to thisGuarantee shall operate as a waiver thereof, nor shall any single or partialexercise by the Security Trustee of any right, power or remedy, or thediscontinuance, abandonment or adverse determination of any legal action orproceeding taken by the Security Trustee to enforce any right, power or remedy,preclude any further exercise thereof, any further legal action or proceedingto enforce the same, or the exercise of any other right, power or remedy, norshall the giving by the Security Trustee of any consent prejudice the right ofthe Security Trustee to withhold or give consent in relation to any othersimilar matter.  The rights, powers andremedies of the Security Trustee under and pursuant to this Guarantee arecumulative and are not exclusive of any right, power and remedy provided bylaw.

**9.4****                     Delegation**

At any time after the occurrence of a Facility Event,the Security Trustee shall be entitled, at any time and as often as theSecurity Trustee may deem appropriate, to delegate all or any of the rights,powers, remedies and discretions vested in it under and pursuant to thisGuarantee in such manner, upon such terms, and to such person or persons as theSecurity Trustee may deem appropriate. The Security Trustee shall not be bound to supervise, or be responsibleor liable for any act or omission of, any such

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delegate if the Security Trustee shall have exercisedreasonable care in the selection of such delegate.

**10****                        Furtherassurance**

Each Guarantor further covenants to the Security Trusteethat it will, at that Guarantor’s cost and expense, from time to time execute,sign, perfect, do and (if required) file, record, register and enrol everyfurther deed, assurance, agreement, instrument, act and thing which theSecurity Trustee (acting reasonably) may deem appropriate for the purpose ofperfecting the guarantee created by and under or intended to be created by andunder this Guarantee.

**11****                        Paymentsand Taxes**

**11.1****              Grossing up**

11.1.1        If at any time anyGuarantor is required to make any deduction or withholding in respect of Taxesfrom any amount payable to the Security Trustee (or if the Security Trustee isrequired to make any such deduction or withholding from any amount payable toany Facility Beneficiary), the amount payable by that Guarantor shall beincreased to the extent necessary to ensure that, after the making of suchdeduction or withholding, the Security Trustee (or, as the case may be, thatFacility Beneficiary) receives on the due date for payment of that amount (andretains, free from any liability in respect of that deduction or withholding) anet amount equal to the amount which it would have received had no suchdeduction or withholding been required to be made and that Guarantor shallindemnify the Security Trustee, on demand by the Security Trustee, against allLosses suffered, incurred or paid by it or any Facility Beneficiary by reasonof any failure of any Guarantor to make any such deduction or withholding or byreason of any increased amount not being paid on the due date.  Each Guarantor shall promptly deliver to theSecurity Trustee all receipts, certificates and other proof evidencing theamounts (if any) paid or payable in respect of any deduction or withholding asaforesaid.

11.1.2        No Guarantor shall berequired to make any increased payment under clause 11.1.1 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 Guarantee in (or in the interpretation, administrationor application of) any law or any published practice or concession of anyrelevant taxing authority.

11.1.3        A Facility Beneficiarymaking or intending to make a claim under clause 11.1.1 shall promptly notifythe Security Trustee of the event which will give, or has given, rise to theclaim, following which the Security Trustee shall notify the Bluewater Agent.

**11.2****              Indemnity payments**

If any amount payable by any Guarantor to any FacilityBeneficiary under or pursuant to the Facility Documents by way of an indemnityor reimbursement of any Losses proves to be insufficient, as a result ofTaxation thereon, to indemnify or reimburse in

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full that Facility Beneficiary for the Losses incurredby it on an after-Tax basis (after taking into account any deduction, credit orother relief obtained by that Facility Beneficiary in respect of those Losses),that Guarantor will pay to the Security Trustee within five (5) Banking Days ofdemand for the account of that Facility Beneficiary an additional amount equalto the amount which (after taking into account any Taxation thereon) shallindemnify or reimburse in full that Facility Beneficiary for those Losses onsuch after-Tax basis.

**11.3****              Claw-back of Taxbenefit**

If, following any deduction or withholding referred toin clause 11.1 or any Taxation referred to in clause 11.2, the Security Trustee(or, as the case may be, the relevant Facility Beneficiary) shall receive or begranted a credit against or remission for any Taxes payable by it, the SecurityTrustee shall, and the Security Trustee shall use its reasonable endeavours toprocure that that Facility Beneficiary shall, subject to that Guarantor havingpaid the relevant increased amount in accordance with clause 11.1 or clause11.2 and to the extent that the Security Trustee or that Facility Beneficiarycan do so without prejudicing the retention of the amount of such credit orremission and without prejudice to the rights of the Security Trustee or thatFacility Beneficiary to obtain any other relief or allowance which may beavailable to it, reimburse to that Guarantor such amount as the SecurityTrustee or that Facility Beneficiary shall in its absolute discretion certifyto be the proportion of such credit or remission as will leave the SecurityTrustee or 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 the Security Trustee orthat Facility Beneficiary certifying that that credit or remission has beenreceived by it.  Nothing contained inthis Guarantee shall oblige the Security Trustee or any Facility Beneficiary torearrange its tax affairs or to disclose any information regarding its taxaffairs and computations.  Withoutprejudice to the generality of the foregoing, no Guarantor shall, by virtue ofthis clause 11.3, be entitled to enquire about the tax affairs of the SecurityTrustee or any Facility Beneficiary. PROVIDED THAT if any Guarantor requests in writing that the SecurityTrustee or any Facility Beneficiary make an application for relief (whether inwhole or in part) in respect of any deduction or withholding required by lawpursuant to the provisions of a double tax treaty, the Security Trustee or thatFacility Beneficiary shall (at the cost of that Guarantor) take such action asthat Guarantor shall reasonably request to make that application to theapplicable Tax authority.  If theSecurity Trustee or that Facility Beneficiary subsequently obtains a repayment(whether in whole or in part) of that deduction or withholding from that Taxauthority in circumstances where that Guarantor has paid the relevant increasedamount in accordance with clause 11.1 or clause 11.2, the Security Trustee orthat Facility Beneficiary shall, provided that the Security Trustee or thatFacility Beneficiary has received all amounts which are then due and payable byany Guarantor under the provisions of this Guarantee and the other Facility Documents,pay to that Guarantor such amount as will leave the Security Trustee or thatFacility Beneficiary in no better and in no worse position than it would havebeen in had there been no such deduction or withholding.

**11.4****              No set-off orcounterclaim**

Each payment to be made by any Guarantor to theSecurity Trustee under or pursuant to this Guarantee shall be made in full,without any set-off or counterclaim whatsoever,

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and, subject to clause 11.1, free and clear ofany deduction or withholding, in Dollars (except for Losses which shall bepayable in the currency in which they are incurred) on the due date to theFacility Agent Account.

**11.5****              Default interest**

11.5.1        If any Guarantor fails topay any amount payable by it under or pursuant to this Guarantee and the otherFacility Documents (including, without limitation, any amount payable pursuantto this clause 11.5) on its due date for payment, that Guarantor shall, ondemand by the Security Trustee, pay to the Security Trustee interest on thatamount from the due date to the date of actual payment (after as well as beforejudgment) at (except to the extent expressly otherwise provided in thisGuarantee or the relevant Facility Document) the Default Rate.   To the extent that interest on any amountpayable under or pursuant to this Guarantee also accrues on the same amountunder the Credit Agreement or any other Facility Document, there shall be nodouble-counting of interest on that amount and each payment of interest on thatamount by the relevant person under this Guarantee or under the CreditAgreement or that other Facility Document shall be a pro tanto discharge of thecorresponding liability of any other person to pay interest on that amount.

11.5.2        Interest payable pursuantto clause 11.5.1 shall be due and payable on the last day of each period (whichshall not exceed three (3) months) determined by the Security Trustee for thispurpose (and each such day shall, for the purposes of this Guarantee, be anInterest Payment Date).

The Security Trustee shall notify each Guarantorpromptly of the duration of each period and rate of interest determined underthis clause 11.5.

**11.6****              Currency indemnity**

If any amount due from any Guarantor to the SecurityTrustee under or pursuant to this Guarantee or any order or judgment given ormade in relation hereto has to be converted from the currency (the “**first currency**”) in which the same ispayable under or pursuant to this Guarantee or under or pursuant to that orderor judgment into another currency (the “**secondcurrency**”) for the purpose of (a) making or filing a claim orproof against any Guarantor, (b) obtaining an order or judgment in anycourt or other tribunal, or (c) enforcing any order or judgment given ormade in relation to this Guarantee, that Guarantor shall indemnify and holdharmless the Security Trustee, on demand by the Security Trustee, from andagainst any and all Losses suffered, incurred or paid by the Security Trusteeas a result of any difference between (i) the rate or rates of exchangeused for such purpose to convert the amount in question from the first currencyinto the second currency, and (ii) the rate or rates of exchange at whichthe Security Trustee 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 orproof.  Any amount due from any Guarantorunder this clause 11.6 shall be due as a separate debt and shall not beaffected by any order or judgment and the term “**rate of exchange**” includes any premia and costs of exchangepayable in connection with the purchase of the first currency with the secondcurrency.

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**12****                        Losses**

Each of the Guarantors and the Bluewater Agentexpressly acknowledge and agree that their obligations and liabilities under orpursuant to clause 17 of the Deed of Proceeds and Priorities extend to thisGuarantee.

**13****                        Benefitand burden/assignment**

**13.1****              Benefit and burden**

This Guarantee shall be bindingupon each Guarantor and its successors in title, and shall enure for thebenefit of each of the Facility Beneficiaries and each of theirrespective successors in title.  EachGuarantor expressly acknowledges and accepts the provisions of clause 16.4 ofthe Credit Agreement and agrees that each Transferee shall be entitled to thebenefit of this Guarantee and the obligations and liabilities of each Guarantorunder and pursuant to this Guarantee, and the powers, rights and remedies ofthe Facility Beneficiaries under and pursuant to this Guarantee, as if thatTransferee had originally been a Facility Beneficiary.  Each Guarantor (subject to the BluewaterAgent having given consent, if required, pursuant to clause 16.4 of the CreditAgreement) irrevocably authorises and instructs the Security Trustee (whoaccepts that appointment as part of the security being given to the FacilityBeneficiaries and declares that it has an interest therein) to execute anddeliver any Transfer Certificate on its behalf and undertakes not to revoke,withdraw or qualify that authority or instruction at any time.  In addition, each Guarantor expresslyacknowledges and accepts the provisions of (i) clause 22 of the CreditAgreement and agrees that each person who shall for the time being act asfacility agent pursuant to such clause 22 shall be entitled to the benefit ofthis Guarantee and the obligations and liabilities of each Guarantor under andpursuant to this Guarantee, and the powers, rights and remedies of the FacilityBeneficiaries under and pursuant to this Guarantee, as if that person hadoriginally been a Facility Beneficiary, and (ii) clause 6 of the Deed ofProceeds and Priorities and agrees that each person who shall for the timebeing act as security trustee pursuant to such clause 6 shall be entitled tothe benefit of this Guarantee and the obligations and liabilities of eachGuarantor under and pursuant to this Guarantee, and the powers, rights andremedies of the Facility Beneficiaries under and pursuant to this Guarantee, asif that person had originally been a Facility Beneficiary.

**13.2****              Disclosure ofinformation**

13.2.1        Any of the SecurityTrustee and the other Facility Beneficiaries may disclose to any of itsSubsidiaries or Affiliates and to any prospective Transferee, or to any otherperson who may propose entering into contractual arrangements with the SecurityTrustee or that other Facility Beneficiary in relation to the Equipment, theAssigned Property or any part thereof and/or the Facility Documents (includingany person to whom a Facility Beneficiary wishes to grant a sub-participationunder clause 16.8 of the Credit Agreement), such information concerning anyGuarantor as the Security Trustee or that other Facility Beneficiary may deemappropriate if the Security Trustee or that other Facility Beneficiary first(a) (except in the case of any disclosure to any such Subsidiary or Affiliate)obtains the consent of that Guarantor (which consent shall not be unreasonablywithheld or delayed).

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13.2.2        No disclosure ofinformation may be made under clause 13.2.1 (or otherwise) to any Subsidiary orAffiliate of a Facility Beneficiary or to any prospective Transferee or otherperson unless, prior to that disclosure (a) that Facility Beneficiary hasinformed the Bluewater Agent of the full content and terms of the proposeddisclosure, and (b) such Subsidiary, Affiliate, prospective Transferee or otherperson, as the case may be, undertakes in writing to the Guarantor to, keepsecret and confidential, and not, without the prior written consent of the BluewaterAgent, disclose to any third party any of, the information disclosed to it bythe Security Trustee or that other Beneficiary.

13.2.3        It shall not beunreasonable at any time for the Bluewater Agent to withhold its consent to anydisclosure under clause 13.2.1 if the Bluewater Agent, acting in good faith, isnot satisfied that an undertaking given in accordance with clause 13.2.2received from the person to whom disclosure is intended to be made would besufficient to adequately safeguard and protect the Bluewater Group’s legal orcommercial interests.

13.2.4        If any Guarantor fails torespond to a request for its consent within five (5) Banking Days of thatrequest being made, that Guarantor shall be deemed to have given the consentrequested.

**13.3****              No assignment**

No Guarantor may, and each Guarantor shall not, assignor transfer to any person all or any of its rights and obligations under andpursuant to this Guarantee.

**13.4****              Additional Obligors**

If and whenever it is agreed or required pursuant toclause 8.3.2, 21.7, 21.9 or any other provision of the Credit Agreement, thatthere is to be or become one or more Additional Guarantors, the Bluewater Agentshall procure that that Additional Guarantor satisfies the conditions set outin the relevant provision of the Credit Agreement (including, withoutlimitation, the execution of a Guarantee Accession Deed) and each Guarantor(other than that Additional Guarantor) and the Bluewater Agent herebyirrevocably authorises and instructs the Security Trustee (who accepts thatappointment as part of the security being given to the Facility Beneficiariesand declares that it has an interest therein) to execute and deliver anyGuarantee Accession Deed on its behalf and undertakes not to revoke, withdrawor qualify that authority or instruction at any time.

**13.5****              Resignation of theGuarantor**

A Guarantor may only cease to be a Guarantor for thepurpose of this Guarantee as contemplated by and pursuant to clause 21.8 of theCredit Agreement.

**14****                        Limitationsand Rights of Contribution**

**14.1****              Norwegian Guarantors**

Notwithstanding anything to the contrary contained inthis Guarantee or any of the other Transaction Documents, the obligations andliabilities under this Guarantee of any Guarantor incorporated as a publiclimited liability company or a limited liability company (as the case may be)under the laws of the Kingdom of Norway shall not extend to any obligation orliability which, if such obligations and liabilities did so extend, would causean infringement of any applicable mandatory laws in Norway,

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including sections 8-7 cf. sections 1-3 cf. 1-4 of theNorwegian Limited Liability Companies Act 1997 or the Norwegian Public LimitedLiability Companies Act 1997 (as the case may be).

**14.2****              Right toreimbursement**

14.2.1        To the extent that anyGuarantor other than Aurelia Energy shall be required hereunder to pay aportion of the obligations and liabilities under this Guarantee in excess ofthe amount of economic benefits actually received by such Guarantor, AureliaEnergy agrees to reimburse each such Guarantor for such excess.

14.2.2        To the extent that anyGuarantor other than Aurelia Energy (a “**PayingObligor**”) shall be required hereunder to pay a portion of theobligations and liabilities under this Guarantee exceeding the greater of (a)the amount of the economic benefit actually received by such Paying Obligorfrom the Transaction Documents and (b) the amount such Paying Obligor wouldotherwise have paid if such Paying Obligor had paid the aggregate amount of theobligations and liabilities under this Guarantee (excluding the amount thereofrepaid by other Guarantors) in the same proportion as the net worth of suchPaying Obligor at the date of this Guarantee bears to the aggregate net worthof all the Guarantors at the date hereof, then each other such Guarantor agreesto reimburse the Paying Obligor for the amount of such excess, *pro rata*, based on the respective networths of the Guarantors at the date hereof.

**14.3****              Evidence of benefitand consideration**

Each Guarantor undertakes and agrees to use allreasonable endeavours, and to take such action as the Security Trustee mayreasonably request, to evidence the benefit and/or consideration received bythat Guarantor as a result of the Facility Beneficiaries entering into andperforming their respective obligations under the Transaction Documents so asto ensure that this Guarantee is enforceable against that Guarantor to thefullest extent possible under the law applicable to it.

**15****                        Notices**

The provisions of clause 20 of the Deed of Proceedsand Priorities shall be incorporated by reference, mutatis mutandis, in thisGuarantee as if all references therein to “this Deed” were references to thisGuarantee. In addition, all notices, requests, demands or other communicationsunder this Guarantee to the Security Trustee shall be copied to the FacilityAgent.

**16****                        Law andJurisdiction**

**16.1****              Law**

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

**16.2****              Submission tojurisdiction**

For the benefit of the Security Trustee and each otherFacility Beneficiary, each Guarantor irrevocably and unconditionally agreesthat any legal action or proceeding arising out of or in connection with thisGuarantee may be brought in the English

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courts, which shall have jurisdiction to settle ordetermine any dispute or claim arising out of or in connection with thisGuarantee, and irrevocably and unconditionally submits to the exclusivejurisdiction of the English courts. Each Guarantor irrevocably andunconditionally designates, appoints and empowers WFW Legal Services Limited atthe address of its registered office for the time being (presently of 15 AppoldStreet, London EC2A 2HB, England) 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 Guarantee.  The submission to such jurisdiction shall not(and shall not be construed so as to) limit the right of the Security Trusteeor any other Facility Beneficiary to take any legal action or proceedingagainst any Guarantor in any other court of competent jurisdiction nor shallthe taking of any legal action or proceeding in any one or more jurisdictionspreclude the taking of any legal action or proceeding in any otherjurisdiction, whether concurrently or not. Each Guarantor agrees that only the English courts and not those of anyother jurisdiction shall have jurisdiction to settle and determine any disputeor claim which any Guarantor may have against the Security Trustee or any otherFacility Beneficiary arising out of or in connection with this Guarantee.

**17****                        Miscellaneous**

**17.1****              Counterparts**

This Guarantee 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 Guarantee, each of theexecuted counterparts, when duly exchanged or delivered, shall be deemed to bean original but, taken together, they shall constitute one instrument.

**17.2****              English language**

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

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

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

17.3.2        Notwithstanding any termof any 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.

17.3.3        All Bluewater GroupMembers (including but not limited to the Excluded Subsidiaries), AureliaEnergy and each of the Facility Beneficiaries shall have the right to enjoy andenforce the benefit of any term of the Facility Documents which is expressed tobe for its benefit or which purports to confer a benefit on such person.

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**17.4****              Severability ofprovisions**

Each of the provisions of this Guarantee is severableand distinct from the others and if at any time one or more of those provisionsis or becomes invalid, illegal or unenforceable under the laws of anyjurisdiction neither the validity, legality and enforceability of the remainingprovisions of this Guarantee nor the validity, legality and enforceability ofthose provisions in any other jurisdiction shall in any way be affected orimpaired thereby.

**17.5****              Notes**

The parties hereto agree that for the purposes of theNotes and the documentation related thereto, the Indebtedness under andpursuant to this Guarantee is and shall be deemed to be “Designated Senior Indebtedness”.

**INWITNESS WHEREOF** this Guarantee has been duly executed anddelivered as a deed by each of the parties hereto on the date first abovewritten.

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**Schedule 1Guarantee Accession Deed**

**THISACCESSION DEED** is dated                                                                         and ismade

**BETWEEN**

(1)                                  [                   ], a company incorporatedunder the laws of [                   ],whose registered office is at [                           ] (the “**Additional Guarantor**”); and

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

**WHEREAS:**

(A)                              Pursuantto the facility guarantee (“**Guarantee**”)dated [           ]2006, a copy of which is attached hereto, each of the Guarantors made, gave,assumed, undertook and incurred certain representations, warranties, covenants,guarantees, undertakings, agreements, obligations and liabilities to, with andfor the benefit of the Security Trustee, upon and subject to the terms andconditions therein contained.

(B)                                Ithas been agreed that the Additional Guarantor is to be a Guarantor.

(C)                                Theexecution and delivery of this Deed by the Additional Guarantor is a conditionprecedent to the agreement referred to in Recital (B) above.

**THISDEED WITNESSES AND IT IS HEREBY AGREED** as follows:

**1****                               Definitions**

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

“**Additional FacilityDocuments**” means together this Deed and each [Additional Notice ofAssignment] [General Assignment Supplemental Deed and] [Additional AccountCharge] [Additional Share Pledge] and DPP Supplemental Deed.

**2****                               Guarantee**

Each of the provisions of the Guarantee shall beincorporated by reference in this Deed as if set out in full, mutatis mutandis,in this Deed and as if all references therein to “the Guarantors”, “anyGuarantor”, “each Guarantor” or “a Guarantor” were references to the AdditionalGuarantor and as if all references therein to “this Guarantee” were referencesto this Deed.  Pursuant to clause 13.4 ofthe Guarantee, the Security Trustee is a party to this Deed on behalf of itselfand as agent of the Bluewater Agent and each of the Guarantors other than theAdditional Guarantor.

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**3****                               Representationsand warranties**

The Additional Guarantor hereby, as at the EffectiveTime (as determined pursuant to clause 4) (i) represents, warrants, covenants,guarantees, undertakes and agrees to, with and for the benefit of the SecurityTrustee in the terms of the Guarantee, as incorporated by reference hereinpursuant to clause 2 above, and (ii) agrees to be bound by each of theprovisions of the guarantee as if it had been an original party thereto as aGuarantor.

**4****                               EffectiveTime**

[Where the Additional Guarantor is not an Owner or anOperator] The Effective Time shall be the time (as notified by the SecurityTrustee to the Bluewater Agent) at which the Security Trustee has received, inform and substance satisfactory to each of the Facility Beneficiaries:

#### (a)              an original of eachof this Deed and the DPP Supplemental Deed, each duly executed by each of theparties thereto;

#### (b)             each of the documentsand evidence specified in Part 1 of schedule 3 to the Credit Agreement (otherthan that specified in paragraphs 3, 5, 7, 11, 12, 13, 14, 15, 16, 17 and 18thereof) as if all references therein to (i) the Obligors were to theAdditional Guarantor, and (ii) to the Facility Documents were to the AdditionalFacility Documents, and as if, in relation to paragraph 8 thereof, the opinionsreferred to were those of relevant counsel in each jurisdiction under whoselaws all or any of the Bluewater Agent and the Additional Guarantor isincorporated or by which all or any of the Additional Facility Documents areexpressed to be governed.]

[Where the Additional Guarantor is also an Owner orOperator] The Effective Time shall be the time (as notified by the SecurityTrustee to the Bluewater Agent) at which the Security Trustee has received, inthe form and substance satisfactory to each of the Facility Beneficiaries:

(a)                        anoriginal of each of this Deed, the DPP Supplemental Deed and the GeneralAssignment Supplemental Deed duly executed by each of the parties thereto;

(b)                       each of thedocuments and evidence specified in Part 1 of schedule 3 to the CreditAgreement (other than that specified in paragraphs 11, 12, 13, 14, 16 and 17thereof) as if all references therein to (i) the Obligors were to theAdditional Guarantor, and (ii) the Facility Documents were to the AdditionalFacility Documents and as if, in relation to paragraph 8 thereof, the opinionsreferred to were those of relevant counsel in (a) The Netherlands Antilles or,if different the Flag State of the relevant Equipment, (b) each jurisdictionunder whose laws all or any of the Bluewater Agent, the Additional Guarantor,each party to all or any of the Additional Facility Documents and each party toall or any of the Additional Assigned Documents is incorporated or by which allor any of the Additional Facility Documents and Additional Assigned Documentsare expressed to be governed.]

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**5****                               BluewaterAgent**

The Additional Guarantor hereby irrevocably appointsthe Bluewater Agent as its agent for all purposes of the Facility Documentsincluding, without limitation, clause 2.7 of the Guarantee.

**6****                               AdditionalGuarantor**

It is hereby agreed and acknowledged that as at andwith effect from the Effective Time, the Additional Guarantor shall accede toand become bound by all the terms and conditions of the Guarantee is aGuarantor for all purposes of the Guarantee and the other Facility Documents.

**INWITNESS WHEREOF** this Deed****hasbeen duly executed and delivered as a deed by the parties hereto on the datefirst above written.
| **Additional Guarantor**              |                                   |
|---------------------------------------|----------------------------------------|
| ** **                            |                                   |
| **EXECUTED  as a DEED**               | )                                      |
| for and on  behalf of                 | )                                      |
| **[**                                 | **] **                            | ) |
| by                                    | )                                      |
| its duly  authorised attorney-in-fact | )                                      |
| in the presence  of:                  | )                                      |
|                                  |                                   |
|                                  |                                   |
| **Security  Trustee**                 |                                   |
| ** **                            |                                   |
| **EXECUTED  as a DEED**               | )                                      |
| for and on  behalf of                 | )                                      |
| [                                     |   ]    ) |
| by                                    | )                                      |
| its duly  authorised attorney-in-fact | )                                      |
| in the presence  of:                  | )                                      |
|                                  |                                   |
|                                  |                                   |
| **Bluewater  Agent**                  |                                   |
| ** **                            |                                   |
| **EXECUTED  as a DEED**               | )                                      |
| for and on  behalf of                 | )                                      |
| **BLUEWATER ENERGY SERVICES**)        |
| **B.V.**                              | )                                      |
| by                                    | )                                      |
| its duly  authorised attorney-in-fact | )                                      |
| in the presence  of:                  | )                                      |
|                                       |                                        |  |

 

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**EXECUTION PAGE - FACILITY GUARANTEE**
| **Guarantors**                                                       |   |                   |
|----------------------------------------------------------------------|--------|------------------------|
| **EXECUTED  as a DEED**                                              | )      |                   |
| for and on  behalf of                                                | )      |                   |
| **AURELIA  ENERGY N.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 N.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  OFFSHORE PRODUCTION**                                   | )      |                   |
| **SYSTEMS  LIMITED**                                                 | )      |                   |
| 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  (BLEO HOLM) N.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 (FLOATING PRODUCTION) LIMITED    **) |
| by ** CORNELIS VOORMOLEN**                                      | )      | **CORNELIS VOORMOLEN** |
| its duly  authorised attorney-in-fact                                | )      |                   |
| in the presence  of:                                                 | )      |                   |
| **MARK  LAWSON**                                                     |   |                   |

 

36

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| **EXECUTED as a DEED**                | )      |                   |
|---------------------------------------|--------|------------------------|
| for and on  behalf of                 | )      |                   |
| **BLUEWATER  (GLAS DOWR) N.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  (HAEWENE BRIM) N.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  (UK) LIMITED**           | )      |                   |
| 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  (MUNIN) N.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  ETTRICK PRODUCTION**     | )      |                   |
| **(UK)  LIMITED**                     | )      |                   |
| by ** CORNELIS VOORMOLEN**       | )      | **CORNELIS VOORMOLEN** |
| its duly  authorised attorney-in-fact | )      |                   |
| in the presence  of:                  | )      |                   |
| **MARK  LAWSON**                      |   |                   |

 

37

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| **EXECUTED as a DEED**                                                                  | )      |                   |
|-----------------------------------------------------------------------------------------|--------|------------------------|
| for and on  behalf of                                                                   | )      |                   |
| **BLUEWATER FLOATING PRODUCTION 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  INTERNATIONAL 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  OFFSHORE PRODUCTION**                                                      | )      |                   |
| **SYSTEMS  N.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 OPERATIONS (UK) LIMITED    **)                          |
| 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  SERVICES (UK) LIMITED**                                                    | )      |                   |
| by ** CORNELIS VOORMOLEN**                                                         | )      | **CORNELIS VOORMOLEN** |
| its duly  authorised attorney-in-fact                                                   | )      |                   |
| in the presence  of:                                                                    | )      |                   |
| **MARK  LAWSON**                                                                        |   |                   |

 

38

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| **EXECUTED as a DEED**                 | )      |                   |
|----------------------------------------|--------|------------------------|
| for and on  behalf of                  | )      |                   |
| **LUFENG  DEVELOPMENT COMPANY ANS**    | )      |                   |
| 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                  | )      |                   |
| **PIERCE PRODUCTION COMPANY LIMITED**) |
| by **CORNELIS VOORMOLEN**              | )      | **CORNELIS VOORMOLEN** |
| its duly  authorised attorney-in-fact  | )      |                   |
| in the presence  of:                   | )      |                   |
| **MARK  LAWSON**                       |   |                   |
| ** **                             |   |                   |
| **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**                      |   |                   |
| ** **                             |   |                   |
| ** **                             |   |                   |
| **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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