Exhibit 4.66


Private &
Confidential                                                                                                                                     Conformed Copy


DATED 29
JUNE 2006

as amended and restated by a

Deed of Amendment and Restatement No.1

Dated 1 September, 2006


 


REVOLVING
CREDIT FACILITY AGREEMENT

of up to US$850,000,000


to


BLUEWATER HOLDING B.V.

BLUEWATER ENERGY SERVICES B.V.

BLUEWATER (AOKA MIZU) N.V.


provided by

the banks and financial

institutions named herein



arranged by


ING BANK
N.V.


Facility
Agent: ING BANK N.V.



























Contents


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Purpose, definitions and interpretation

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  The Commitments and the Credit

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Interest and Interest Periods

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Repayment, reduction rollover and acceleration

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Fees, commitment commission and losses

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Payments and taxes; accounts and calculations

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Representations and warranties

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Covenants

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Conditions

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  Events of Default

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  Indemnities

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  Further indemnity

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  Unlawfulness, increased costs, mitigation

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  Pro-rata payments

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  Technical Consultant and FPSO Valuer

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  Transfer and lending office

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  Notices

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  Law and Jurisdiction

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  Miscellaneous

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  Further assurance

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  Borrowers’ obligations and liabilities

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  Facility Agent

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23

  	
   

  	
  Security Trustee

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24

  	
   

  	
  Notes

  	
   

  	
  63

  



 











 


	
  Schedule 1 The Banks and their Commitments

  	
  64

  
	
   

  	
   

  
	
  Schedule 2 Form of Drawdown Notice

  	
  65

  
	
   

  	
   

  
	
  Schedule 3 Documents and evidence required as
  conditions precedent

  	
  66

  
	
   

  	
   

  
	
  Schedule 4 Reduction Schedule

  	
  73

  
	
   

  	
   

  
	
  Schedule 5 Project Expenditure Certificate

  	
  74

  
	
   

  	
   

  
	
  Schedule 6 Transfer Certificate

  	
  75

  
	
   

  	
   

  
	
  Schedule 7 Credit Agreement Supplemental
  Agreement

  	
  81

  
	
   

  	
   

  
	
  Schedule 8 Mandatory Cost Formulae

  	
  84

  
	
   

  	
   

  
	
  Schedule 9 Definitions

  	
  86

  
	
   

  	
   

  
	
  Schedule 10 Form of Resignation Letter

  	
  134

  
	
   

  	
   

  
	
  Schedule 11 List of Excluded Subsidiaries

  	
  135

  
	
   

  	
   

  
	
  Schedule 12 Organisational chart

  	
  137

  



 















THIS
AGREEMENT is dated 29 JUNE 2006 and
made BETWEEN:


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


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


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


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


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


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


IT IS AGREED as
follows:


1             Purpose, definitions
and interpretation


1             This Agreement sets
out the terms and conditions upon and subject to which the Banks agree,
according to their several obligations, to make available to the Borrowers a
revolving credit facility of up to $850,000,000, to be used for the purposes of
refinancing the Existing RCF Agreement, financing the Ettrick Project and the
Unit Projects and for the general corporate purposes of the Bluewater Group
Members.


1.1          Words and expressions
used in this Agreement shall, unless the context otherwise requires, bear the
meanings ascribed to them in schedule 9.


1.2          Heading and Table of Contents


Clause headings and the table of contents are
inserted for convenience of reference only and shall be ignored in the
interpretation of this Agreement.


1.3          Interpretations


In this Agreement, unless the context otherwise
requires:


1.3.1       references to
clauses and schedules shall be construed as references to
clauses of and schedules to this Agreement and references to this
Agreement include its schedules;


1.3.2       references to (or to any
specified provision of) this Agreement or any other document shall be construed
as references to this Agreement, that provision or that document as in force
for the time being and as amended in accordance with the terms thereof with the
consent of all relevant parties pursuant to any relevant provision of this
Agreement and clause 13.2 of the Deed of Proceeds and Priorities;


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


1.3.4       words importing the plural
include the singular and vice versa;



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


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


1.3.7       references to a Default
being “continuing” shall be construed as a reference to a Default which has not
been cured or remedied or waived in writing; and


1.3.8       references to any person
shall be construed so as to include its successors in title, permitted assigns
and permitted transferees.


1.4          Decisions


1.4.1       Notwithstanding anything to
the contrary in this Agreement or any other Facility Document, where this
Agreement or any other Facility Document provides for (i) any matter to be
determined by reference to the opinion of the Majority Banks, the Qualified
Majority Banks or, as the case may be, all
of the Banks, (ii) any matter to be subject to the consent or request of
the Majority Banks, the Qualified Majority Banks or, as the case may be, all of the Banks, or (iii) any action to be
taken on the instructions of the Majority Banks, the Qualified Majority Banks or, as the case may be, all of the Banks, that
opinion, consent, request or instructions shall (as between the Banks) only be
regarded as having been validly given or issued by the Majority Banks, the
Qualified Majority Banks or, as the case
may be, all of the Banks if all of the Banks shall have received prior
notice of the matter or action in respect of which that opinion, consent,
request or instructions is or are required and the Majority Banks, the
Qualified Majority Banks or, as the case
may be, all of the Banks shall have given or issued (or, if expressly
contemplated by the relevant provision of this Agreement or any other Facility
Document, be deemed to have been given or issued) that opinion, consent,
request or instructions, but so that each party hereto other than the Facility
Agent shall be entitled (and bound) to assume that that notice shall have been
duly received by all of the Banks and that the relevant number shall have been
obtained to constitute Majority Banks, the Qualified Majority Banks or, as the case may be, all of the Banks
whether or not this is in fact the case unless the Facility Agent shall have
notified that party that that relevant number has not been obtained.


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


1.5          Bluewater Agent


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



 2
 








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


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


and in each case the Borrower shall be bound as though
the Borrower itself had given the notices and instruction (including, without
limitation, any Drawdown Notice) or executed or made the agreements or effected
the amendments, or received the relevant notice, demand or other communication.


1.5.2       Every act, omission,
agreement, undertaking, settlement, waiver, amendment, notice or other
communication given or made by the Bluewater Agent or given to the Bluewater
Agent under any Facility Document on behalf of any Borrower or in connection
with any Facility Document (whether or not known to any other Borrower and
whether occurring before or after such other Borrower became a Borrower under
any Facility Document) shall be binding for all purposes on that Borrower as if
that Borrower had expressly made, given or concurred with it.  In the event of any conflict between any
notices or other communications of the Bluewater Agent and any Borrower, those
of the Bluewater Agent shall prevail.


2             The Commitments and
the Credit


2.1          Agreement to lend


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


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


2.1.3       Each Bank’s Commitment
shall be reduced on each Repayment Date by that proportion of the Reduction
Amount for that Repayment Date which its Commitment bears to the total of all
of the Commitments of all of the Banks.


2.2          Obligations and liabilities
several


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



 3
 








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


2.3          Interests several


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


2.4          Drawdown


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


2.5          Advances


2.5.1       Initial Advance:


(a)     Initial Advance


Subject
to the terms and conditions of this Agreement, BH shall be entitled to draw
down one Advance in an amount equal to all amounts which may be due and payable
under or pursuant to the Existing RCF Agreement.


(b)    Maximum amount of Initial
Advance


The
amount of the Initial Advance shall not exceed the Maximum Available Amount as
at the date on which the Initial Advance is to be made (as specified in the relevant
Drawdown Notice).



 4
 








2.5.2       Further Advances


Subject to the terms and conditions of this Agreement,
any Borrower shall be entitled from time to time to draw down Advances for the
purpose of financing the general corporate purposes (including, without
limitation, the financing of all or any part of the Project Cost in relation to
the Ettrick Project or any Unit Project or financing the cost of Construction
of any New Unit) of the Bluewater Group Members (“Further
Advances”).  Each Further
Advance shall be in an amount no greater than the Maximum Available Amount as
at the Drawdown Date specified in the relevant Drawdown Notice, less the amount
of the Credit on that Drawdown Date and taking into account all other Advances
to be made or, as the case may be, repaid on that Drawdown Date.


2.5.3       Minimum amount of any Further
Advance


Each Further Advance shall be in an amount which is
not less than the lesser of (i) two million five hundred thousand Dollars ($2,500,000),
and (ii) the Maximum Available Amount as at the Drawdown Date specified in the relevant
Drawdown Notice (less the amount of the Credit on that Drawdown Date and taking
into account all other Advances to be made or, as the case may be, repaid on
that Drawdown Date).


2.5.4       Number of Advances


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


2.6          Adjustments to Maximum
Available Amount


2.6.1       Total Loss and disposal


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


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


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


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


(c)     If a disposal of any
Equipment shall occur, the Maximum Available Amount shall be reduced by an
amount equal to the Maximum Available Amount immediately prior to that
reduction multiplied by a fraction, the numerator of which is the Fair Market
Value of that Equipment at the time of that disposal, and the denominator of
which is the Aggregate Fair Market Value at the time of that disposal, such
reduction to occur on the date that disposal takes place.



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2.6.2       Construction Over-Runs


(a)     If during any Construction
Period the Facility Agent, in consultation with the Technical Consultant,
determines (the date of such determination being the “Determination
Date”) that:


(i)         the Project Cost in
relation to the Ettrick Project has increased by more than one hundred million
Dollars ($100,000,000) above what was projected in the Initial Budget relating
thereto as the Project Cost of the Ettrick Project, or


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


(iii)       the aggregate of the
Project Costs in relation to all Unit Projects has increased by more than the
sum of one hundred million Dollars ($100,000,000) and the Ettrick Allowance (if
any) above the aggregate of what was projected in the Initial Budgets relating
thereto as the Project Costs of all the Unit Projects,


(the
amount of that increase, in each case, the “Cost
Over-Run”);


the Facility Agent shall, together with the
Technical Consultant, consult with the Bluewater Agent with a view to agreeing
between them a plan (the “Recovery Plan”)
to deal with the operational and financial impact of the relevant Cost Over-Run
which will be acceptable to the Banks, acting reasonably.  Whether or not such agreement is reached, a
Recovery Plan shall be submitted to the Facility Agent by the Bluewater Agent
no later than the date falling sixty (60) days after the Determination Date and the Facility
Agent shall submit that Recovery Plan to each of the Banks.  If, on or prior to the date falling seventy (70)
days after the Determination Date the Qualified Majority Banks have not
approved the Recovery Plan, the Facility Agent may, on or prior to the date
falling ninety (90) days after the Determination Date, declare that an Event of
Default has occurred if the Facility Agent determines (acting on the
instructions of the Qualified Majority Banks, acting reasonably) that the Cost
Over-Run and/or the effects or consequences of the Recovery Plan, either:


(i)         constitutes a Material
Adverse Effect, or


(iv)       materially and adversely
changes the risk profile of the financing under this Agreement.


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



 6
 








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


2.7          Prepayments


2.7.1       Application of prepayments,
reductions and cancellations


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


2.7.2       Voluntary prepayment


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


(a)     the Contribution of any Bank
to which the Borrowers shall have become obliged to pay additional amounts
under clause 6.7 or clause 13.2; or


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


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


2.7.3       Mandatory prepayment; Total
Loss, disposal, insurance proceeds, Facility Amount and Maximum Available
Amount


(a)        On
the earlier of (A) the first Banking Day which falls after the date which falls
one hundred and eighty (180) days after the Total Loss Date in relation to any
Equipment, and (B) the date on which the Total Loss Proceeds in relation to
that Equipment are paid, the Borrowers shall prepay (without premium or
penalty, but without prejudice to the Borrowers’ obligations under
clauses 3.5, 5, 6.7, 11 and 13.2) the amount by which the Credit as at that
date exceeds the 



 7
 








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


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


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


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


2.7.4       Mandatory Facility Amount
reduction


With effect from any prepayment by the Borrowers
pursuant to clause 2.7.2 or clause 13.1, the Facility Amount shall be
reduced by the amount of the Commitment of each Bank whose Contribution is so
prepaid.


2.7.5       Voluntary Facility Amount cancellation


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


2.7.6       Other voluntary prepayment


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



 8
 








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


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


2.7.7       Mandatory prepayment:
control of Aurelia Energy


(a)     If, on any date (“Cessation Date”) during the Facility Security
Period, (i) Aurelia Energy or, after the Implementation Date, Aurelia Holding, ceases
to be effectively ultimately owned by the Hugo Heerema family or related trust
arrangements, and/or (ii) after the Implementation Date, the whole of the
issued share capital of Aurelia Energy ceases to be owned and controlled by
Aurelia Holding, the Bluewater Agent and the Facility Agent shall promptly have
discussions in good faith with a view to reaching agreement on the arrangements
and conditions acceptable to the Facility Agent (acting on the instructions of
the Qualified Majority Banks) pursuant to which the Banks will agree not to
require the prepayment in full of the Credit. 
If no such agreement is reached on or prior to the date falling forty-five
(45) days after the Cessation Date, the Facility Agent may, on or prior to the
date falling seventy-five (75) days after the Cessation Date, declare that an
Acceleration Event has occurred.


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


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


2.8          Availability


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



 9
 








2.9          Termination of the
Commitments


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


2.10       Application of proceeds


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


3             Interest and Interest Periods


3.1          Interest rate and due
date


3.1.1       Interest rate


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


3.1.2       Due date


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


3.1.3       Notifications


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


3.2          Determination of
Interest Periods


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


3.2.1       if any Interest Period
would otherwise overrun the Final Repayment Date, that Interest Period shall
end on the Final Repayment Date;


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



 10
 








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


3.3          Default interest


3.3.1       If any Borrower fails to
pay any amount payable by it under or pursuant to any provision of this
Agreement and the other Facility Documents (including, without limitation, any
amount payable pursuant to this clause 3.3) on its due date for payment,
that Borrower shall, on demand by the Facility Agent, pay to the Facility Agent
interest on that amount from the due date to the date of actual payment (after
as well as before judgment) at (except to the extent expressly otherwise
provided in this Agreement or the relevant Facility Document) the Default Rate.
For the avoidance of doubt, a Borrower shall be deemed to have discharged its
obligation to pay any amount payable by it under or pursuant to any provision
of this Agreement and the other Facility Documents if and to the extent that it
effects payment to the Facility Agent in the manner required by clause 6.1 (and
such payment is actually received by the Facility Agent in the account to which
such payment is, pursuant to clause 6.1, required to be effected).


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


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


3.4          Reference Bank
quotations


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


3.5          Market disruption;
non-availability


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


(a)     the Facility
Agent shall have determined (which determination shall, in the absence of
manifest error, be conclusive) that adequate and fair means do not exist for
calculating LIBOR in relation to that Interest Period; or


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


(c)     the Facility
Agent shall have received notification from one or more Banks the aggregate of
whose Contributions at that time exceeds thirty three point three three per
cent (33.33%) of the total of the Credit at that time (the “affected Banks”) that 



 11
 








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


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


3.5.2       During the period of ten
(10) days after any Determination Notice has been given by the Facility Agent
pursuant to clause 3.5.1, each affected Bank shall certify in good faith
an alternative basis (the “Substitute Basis”)
for maintaining its Contribution.  The
Substitute Basis may (without limitation) include alternative interest periods,
alternative currencies and/or alternative rates of interest and shall include a
margin above the cost to that affected Bank of maintaining its Contribution
equivalent to the Margin applicable at that time in relation to that affected Bank’s
Contribution and any Mandatory Cost applicable at that time in relation to that
affected Bank’s Contribution.  Each
Substitute Basis so certified shall be binding upon each of the Borrowers and
shall take effect in accordance with its terms from the date on which that
Determination Notice is given by the Facility Agent until, in relation to each affected
Bank and its Contribution, the date on which that affected Bank notifies the
Facility Agent and the Bluewater Agent that none of the circumstances specified
in clause 3.5.1 continues to exist or, if later, the date on which the
then current interest period in relation to the Substitute Basis expires,
whereupon clauses 3.1 and 3.2 shall once again apply.


3.6          Margin


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


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


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


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



 12
 








4             Repayment,
reduction rollover and acceleration


4.1.1       Repayment


(a)     the Borrowers will repay each
Advance on the last day of its Interest Period;


(b)    any amount of the Credit
outstanding on the Final Repayment Date shall be repaid on the Final Repayment
Date.


4.1.2       Reduction


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


4.1.3       Roll-Over


(a)     This clause 4.1.3 applies if
any Advance is to be drawn by a Borrower on a day when another Advance drawn by
that Borrower is due to be repaid.


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


(c)     To the extent that the
maturing Advance is deemed to be repaid under paragraph (b) above, the
principal amount of the new Advance will be deemed to be credited to the
account of the Borrower which drew down such maturing Advance by the Facility
Agent on behalf of the Banks without any need for a Drawdown Notice to be given
by that Borrower.


(d)    If the new Advance is less
than the maturing Advance, the Borrower which drew down the maturing Advance
will repay the difference.


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


(f)     Unless a contrary indication
appears in this Agreement, any part of the Facility Amount which is repaid
pursuant to this clause 4.1 may be reborrowed in accordance with the terms of
this Agreement.


4.2          Allocation


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


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



 13
 








Trustee is
entitled to be paid, reimbursed or indemnified under or pursuant to any
Facility Document;


4.2.2       second, in or towards
payment to the Banks, on a pro-rata basis, of any unpaid Losses in relation to
or against which the Banks (or any of them) are entitled to be paid, reimbursed
or indemnified under or pursuant to any Facility Document and of any amount due
but unpaid under clauses 5.2, 5.3, 5.4, 6.7, 6.8, 11, 12 or 13 of this
Agreement;


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


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


4.2.5       fifth, in or towards
repayment to the Banks, on a pro-rata basis, of the Credit which shall be
applied in or towards the discharge of all outstanding Advances in such order
of priority as the Bluewater Agent may from time to time elect by written
notice to the Facility Agent (or, failing such election, as the Facility Agent
may in its absolute discretion determine);


4.2.6       sixth, in or towards
payment of any other amount which shall have become due to the Facility
Beneficiaries or any of them under or pursuant to any Facility Document but
remains unpaid (and, if more than one such amount remains so unpaid, on a
pro-rata basis); and


4.2.7       lastly, the balance (if
any) shall be returned to the Borrower from or on behalf of whom it was
received.


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


4.3          Acceleration Events


There shall be an Acceleration Event if:


4.3.1       it is or becomes impossible
or illegal for any Borrower or any other Obligor to perform, satisfy or
discharge any of its material (in the opinion of the Facility Agent acting
reasonably) obligations and liabilities under and pursuant to the Facility
Documents, or for any Facility Beneficiary to exercise all or any of the material
powers, remedies and rights vested in it, or otherwise available to it, under
and pursuant to the Facility Documents; and/or


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



 14
 








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


4.3.3       any Facility Document
ceases to be in full force and effect (otherwise than in accordance with its
terms) or any of the rights, interests, powers and remedies of the Facility Beneficiaries
under and pursuant to the Facility Documents is or becomes invalid or
unenforceable for any reason, or the Encumbrances constituted over the Assigned
Property and the Equipment by the Facility Documents, or the Secured
Obligations, or any of them or any part thereof (i) are or become deemed under
any applicable law discharged, varied or deferred, or (ii) lose any stated or
applicable priority, and either (A) the same constitutes a Material Adverse
Effect, or (B) such alternative arrangements as the Facility Agent may require
shall not have been concluded within the period determined for that purpose by
the Facility Agent, acting reasonably; and/or


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


4.3.5       the Facility Agent declares
an Acceleration Event pursuant to clause 2.7.7.


4.4          Acceleration


Subject
always to clause 13.4, upon the occurrence of any Acceleration Event and at any
time thereafter, if any Acceleration Event is then continuing, the Facility
Agent may, and if so requested by the Qualified Majority Banks shall, by
written notice to the Bluewater Agent:


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


4.4.2       declare that the Credit
shall become immediately repayable in full, whereupon the same shall become
immediately due and repayable, together with accrued interest and commitment
commission and all other amounts expressed to be due and payable under and
pursuant to the Facility Documents.


Any such
written notice may be revoked, in whole or in part, by the Facility Agent on
the instructions of the Qualified Majority Banks and, if so revoked, the
relevant foregoing provisions of this clause 4.4 shall, upon and in
accordance with the terms of such revocation, cease to apply, but without
prejudice to the rights of the Facility Agent to issue further written notices
pursuant to and in accordance with this clause 4.4.


5             Fees,
commitment commission and losses


5.1          Fees and commitment
commission


5.1.1       The Borrowers shall pay to:


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



 15
 








Bluewater Agent and the Facility Agent in a
letter dated on or about the date hereof relating thereto;


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


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


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


5.2          Losses


The
Borrowers shall pay to the Facility Agent, on a full indemnity basis, on demand
by the Facility Agent, all Losses (which shall be supported by appropriate
written invoices or other evidence):


5.2.1       paid, suffered or incurred
by the Facility Agent, the Security Trustee and the Arranger or any of them in
connection with the negotiation, preparation, execution, completion and, where
relevant, registration of the Facility Documents (subject to any agreed caps) and
of any amendment of, or the granting of any waiver or consent under or pursuant
to, any Facility Document, together with interest on those Losses, if the relevant
Losses are not paid by the Borrowers or any of them within five (5) Banking
Days of the date of demand by the Facility Agent, at the Default Rate from the
date of demand by the Facility Agent to the date of payment (after as well as
before judgment); and


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


5.3          Value added tax


All
amounts payable pursuant to this clause 5 or pursuant to clause 12.1
shall be paid together with any Value Added Tax (if any) properly chargeable
thereon.



 16
 








5.4          Stamp and other duties


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


6             Payments
and taxes; accounts and calculations


6.1          No set-off or
counterclaim; distribution to the Banks


Each
Borrower acknowledges that each Bank will, in performing its obligations under
this Agreement, be incurring liabilities to third parties, such liabilities
corresponding to the liabilities of the Borrowers to the Banks, and that it is
reasonable for the Banks to be entitled to receive payments from the Borrowers
gross on the due date in order that the Banks are put in a position to
discharge their corresponding liabilities to those third parties.  Accordingly all amounts payable by the
Borrowers (or any of them) under or pursuant to the Facility Documents shall be
made in full, without any set-off or counterclaim whatsoever, and, subject as
provided in clause 6.7, free and clear of any deduction or withholding, in
Dollars (except for Losses which shall be payable in the currency in which they
are incurred) on the due date to the Facility Agent Account or to such other
account of the Facility Agent as the Facility Agent may from time to time
specify for this purpose.  Save as
otherwise provided by any Facility Document, each payment relating to the
Credit shall be for the account of all of the Banks and the Facility Agent shall
forthwith distribute each such payment in like funds as are received by the
Facility Agent to the Banks rateably in accordance with their respective
Commitments or Contributions as the case may be.


6.2          Payments by the Banks


All
amounts to be advanced by the Banks to the Borrowers or any of them under this
Agreement shall be remitted in Dollars on the date specified in the relevant
Drawdown Notice to such account of the Facility Agent as the Facility Agent may
from time to time notify the Banks and shall be paid by the Facility Agent on
the same date in like funds as are received by the Facility Agent to the
account specified in that Drawdown Notice.


6.3          Facility Agent may
assume receipt


If and
whenever any amount is to be paid under or pursuant to any Facility Document to
the Facility Agent for the account of another person, the Facility Agent may
assume that that amount will be paid when due and the Facility Agent may (but
shall not be obliged to) make that amount available to the person for whose
account it is to be paid.  If that amount
is not paid to the Facility Agent when due, the person to whom that amount was
so made available shall on request refund that amount to the Facility Agent
together with interest thereon sufficient to compensate the Facility Agent for
the cost of making available that amount up to the date of such refund and the
person by whom that amount was payable shall indemnify each of the Facility
Agent and the person to whom that amount was made available by the Facility
Agent against all Losses paid, suffered or 



 17
 








incurred
by the Facility Agent or that person as a consequence of that amount not having
been paid when due.


6.4          Non-Banking Days


If any
amount payable under any Facility Document would otherwise be due on a day
which is not a Banking Day, the due date for payment shall be extended to the
next following Banking Day unless that Banking Day falls in the next calendar
month in which case the due date for payment shall be the immediately preceding
Banking Day.


6.5          Calculations


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


6.6          Statements of account
conclusive


Any
certificate or determination of any Facility Beneficiary as to any amount
payable by the Borrowers or any of them under or pursuant to this Agreement or
any other Facility Document shall be prima
facie evidence of that amount.


6.7          Grossing up


6.7.1       If at any time any Borrower
is required to make any deduction or withholding in respect of Taxes from any
amount payable to any Facility Beneficiary (or if the Facility Agent or the
Security Trustee is required to make any such deduction or withholding from any
amount payable to any other Facility Beneficiary), the amount payable by that
Borrower shall be increased to the extent necessary to ensure that, after the
making of that deduction or withholding, that Facility Beneficiary receives on
the due date for payment of that amount (and retains, free from any liability
in respect of that deduction or withholding) a net amount equal to the amount
which it would have received had no such deduction or withholding been required
to be made and the Borrowers shall indemnify that Facility Beneficiary, on
demand by that Facility Beneficiary, against all Losses suffered, incurred or
paid by it by reason of any failure of that Borrower to make any such deduction
or withholding or by reason of any increased amount not being paid on the due
date.  Each Borrower shall promptly
deliver to the relevant Facility Beneficiary all receipts, certificates and
other proof evidencing the amounts (if any) paid or payable in respect of any
deduction or withholding as aforesaid.


6.7.2       No Borrower shall be
required to make any increased payment under clause 6.7.1 if, on the date on
which the amount from which the relevant deduction or withholding was made fell
due, the payment could have been made to the relevant Facility Beneficiary
without a deduction or withholding if it was a Qualifying Bank, but on that
date 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 Facility
Beneficiary under this Agreement in (or in the interpretation, administration
or application of) any law or any published practice or concession of any
relevant taxing authority.



 18
 








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


6.8          Indemnity payments


If any amount payable by the Borrowers (or any of
them) to any Facility Beneficiary under or pursuant to the Facility Documents
by way of an indemnity or reimbursement of any Losses (including, without
limitation, any amount payable pursuant to clause 13) proves to be
insufficient, as a result of Taxation thereon, to indemnify or reimburse in
full that Facility Beneficiary for the Losses incurred by it on an after-Tax
basis (after taking into account any deduction, credit or other relief obtained
by that Facility Beneficiary in respect of those Losses), the Borrowers will
pay to the Facility Agent within five (5) Banking Days of demand, for the
account of that Facility Beneficiary, an additional amount equal to the amount
which (after taking into account any Taxation thereon) shall indemnify or
reimburse in full that Facility Beneficiary for those Losses on such after-Tax
basis.


6.9          Claw-back of Tax benefit


If, following any deduction or
withholding referred to in clause 6.7 or any Taxation referred to in
clause 6.8, the relevant Facility Beneficiary shall receive or be granted
a credit against or remission for Taxes payable by it, that Facility
Beneficiary shall, subject to the relevant Borrower or Borrowers having paid
the relevant increased or additional amount in accordance with clause 6.7
or clause 6.8 and to the extent that that Facility Beneficiary can do so
without prejudicing the retention of the amount of that credit or remission and
without prejudice to the rights of that Facility Beneficiary to obtain any
other relief or allowance which may be available to it, reimburse to that
Borrower or Borrowers such amount as that Facility Beneficiary shall in its
absolute discretion certify to be the proportion of that credit or remission as
will leave that Facility Beneficiary (after that reimbursement) in no better
and no worse position than it would have been in had there been no such
deduction or withholding or Taxation. 
Such reimbursement shall be made forthwith upon that Facility
Beneficiary certifying that that credit or remission has been received by
it.  Nothing contained in this Agreement
shall oblige any Facility Beneficiary to rearrange its tax affairs or to
disclose any information regarding its tax affairs and computations.  Without prejudice to the generality of the
foregoing, no Borrower shall, by virtue of this clause 6.9, be entitled to
enquire about the tax affairs of any Facility Beneficiary.  PROVIDED THAT if any Borrower requests in
writing that any Facility Beneficiary make an application for relief (whether
in whole or in part) in respect of any deduction or withholding required by law
pursuant to the provisions of a double tax treaty, that Facility Beneficiary
shall (at the cost of the Borrowers) take such action as that Borrower shall
reasonably request to make that application to the applicable Tax
authority.  If that Facility Beneficiary
subsequently obtains a repayment (whether in whole or in part) of that
deduction or withholding from that Tax authority in circumstances where that
Borrower has paid the relevant increased amount in accordance with clause 6.7
or clause 6.8, that Facility Beneficiary shall, provided that that
Facility Beneficiary has received all amounts which are then due and payable by
that Borrower under the provisions of this Agreement and the other Facility
Documents, pay to that Borrower such amount as will leave that Facility
Beneficiary in no better and in no worse position than it would have been in
had there been no such deduction or withholding.



 19
 








6.10       Loan account


Each Bank shall maintain an account or accounts
evidencing the amounts from time to time lent by, owing to and paid to it under
and pursuant to the Facility Documents. 
The Facility Agent shall maintain a control account showing the Credit and
other amounts from time to time owing or paid by the Borrowers under and
pursuant to the Facility Documents.  The
control account shall be prima facie
evidence of the amount of the Credit from time to time and the other amounts
from time to time owing and paid by the Borrowers under and pursuant to the
Facility Documents.


7             Representations
and warranties


7.1          Each of the Borrowers
represents and warrants to each Facility Beneficiary that:


7.1.1       due incorporation


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


7.1.2       corporate power


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


7.1.3       binding obligations


subject to any applicable Reservations, this
Agreement, each other Facility Document to which it is, or is to be, a party
and each of the Assigned Documents to which it is, or is to be, a party
constitutes or will, when executed, constitute its valid and legally binding
obligations enforceable in accordance with their respective terms;


7.1.4       no conflict with other
obligations


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



 20














7.1.5        no Insolvency Event


no Insolvency Event (or other event or circumstance
which, with the giving of notice, lapse of time or the satisfaction of any
other condition (or any combination thereof), would, or might reasonably be
expected to, constitute, or result in, an Insolvency Event) has occurred in
relation to it or any other Obligor (or, after the Implementation Date, Aurelia
Holding) or any of its or their respective assets;


7.1.6        no filings


subject as hereinafter provided, it is not necessary
to ensure the legality, validity, enforceability, priority or admissibility in
evidence of this Agreement, any other Facility Document to which it is, or is
to be, a party or any of the Assigned Documents to which it is, or is to be, a
party that they or any other instrument be notarised, consularised or
legalised, or filed, recorded, registered or enrolled, in any court, public
office or elsewhere in any Relevant Jurisdiction or that any stamp,
registration or similar tax or charge be paid in any Relevant Jurisdiction on
or in relation to any of this Agreement, those Facility Documents and those
Assigned Documents and this Agreement, each such Facility Document and each
such Assigned Document is in proper form for its enforcement in the courts of
each Relevant Jurisdiction; the matters to which the foregoing representations
and warranties are subject are (A) the registration of certain of the Facility
Documents with the Registrar of Companies pursuant to Section 395 of the
Companies Act 1985, (B) the registration of each of the Mortgages with The
Netherlands Antilles Office of the Registrar of Mortgages and Ship Documents,
(C) the deregistration by The Netherlands Antilles Office of the Registrar of
Mortgages and Ship Documents of those mortgages which are, at the date hereof,
registered with The Netherlands Antilles Office of the Registrar of Mortgages
and Ship Documents in respect of each Vessel, (D) the registration and stamp
duties payable in The Netherlands Antilles in respect of the Mortgages and any
other Facility Document or Assigned Document which is executed in The
Netherlands Antilles or is presented before the Courts of The Netherlands
Antilles in accordance with The Netherlands Antilles Stamp Regulation and
Registration Regulation, (E) the filings required to be made pursuant to the
Maltese Companies Act, 1995 in relation to the BOPS Share Pledge, and (F)
giving notice to the Dutch Central Bank (De Nederlandsche Bank) pursuant to the
Dutch Exemption Regulation;


7.1.7        choice of law


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


7.1.8        no immunity


subject to any applicable Reservations, neither it nor
any of its assets is entitled to immunity on the grounds of sovereignty or
otherwise from any legal action or proceeding (which shall include, without
limitation, suit, attachment prior to judgement, execution or other
enforcement);



 21
 








7.1.9        consents


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


7.1.10      parent company


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


7.1.11      pari passu


its obligations under this Agreement and each other
Facility Document to which it is, or is to be, a party are its direct, general
and unconditional obligations and rank at least pari passu with all its other
present and future unsecured and unsubordinated Indebtedness with the exception
of any Indebtedness the obligations in respect of which are mandatorily
preferred by law and not by contract;


7.1.12      information


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


7.1.13      accounts and financial statements correct and
complete


the financial statements of Aurelia Energy most
recently delivered to the Facility Agent have been properly prepared and
present fairly and accurately the financial position of it as at the date of
those financial statements and the results of its operations for the financial
year to which those financial statements relate and, as at that date, it had no
material liabilities (contingent or otherwise) or unrealised or anticipated
losses which are not disclosed by, or reserved against or provided for in,
those financial statements;


7.1.14      copies true and complete


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



 22
 








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


7.1.15      Equipment documents


there are no material contracts, agreements or
arrangements between any Bluewater Group Member and any other person relating
to or in connection with the Equipment other than those which constitute
Assigned Documents or Economic Documents;


7.1.16      organisation chart


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


(a)     each Bluewater Group Member,
including its current name and company registration number, its jurisdiction of
incorporation and/or establishment, and whether a company is not a company with
limited liability; and


(b)    all minority interests in any Bluewater
Group Member.


7.2           Each of the Borrowers further represents and
warrants to each Facility Beneficiary that:


7.2.1        no litigation


no litigation, arbitration or administrative
proceeding is taking place, pending or, to the knowledge of any of its
officers, threatened against it or any of the other Obligors or after the
Implementation Date, Aurelia Holding which constitutes a Material Adverse
Effect;


7.2.2        no default under other Financial Indebtedness


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



 23
 








7.2.3        material adverse change


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


7.2.4        no withholding Taxes


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


7.2.5        freedom from Encumbrances


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


7.2.6        environmental matters


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


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


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


(c)        there has been no
Environmental Incident,


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


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



 24
 








7.4          If, prior to the date
any representation or warranty (“Repeating
Representation”) is made or deemed to be repeated after the Drawdown
Date pursuant to clause 7.3, the Bluewater Agent has informed the Facility
Agent in writing that any Repeating Representation is no longer correct or accurate
and the Facility Agent (acting on the instructions of the Majority Banks acting
reasonably) agrees on or prior to the date falling ten (10) Banking Days after
the date the Facility Agent receives that information that the relevant
Repeating Representation should be varied to the extent necessary so that the
relevant incorrectness or inaccuracy shall not constitute a breach of that
Repeating Representation, as and from the date of such agreement no breach of
that Repeating Representation shall occur, provided however, for the avoidance
of doubt, that this clause 7.4 shall not apply to any representation or
warranty made or deemed to be made on the date of this Agreement or on the date
of the first Drawdown Notice as a consequence of a breach of such representation
or warranty made or deemed to be made on the date of this Agreement or the date
of the first Drawdown Notice, as the case may be.


7.5          If the Facility Agent
fails to respond within ten (10) Banking Days of the date of it receiving the
written information from the Bluewater Agent referred to in clause 7.4, 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 the relevant
Repeating Representation should be varied to the extent necessary so that the
relevant incorrectness or inaccuracy shall not constitute a breach of that
Repeating Representation.


8             Covenants


8.1          Each of the Borrowers
covenants to each Facility Beneficiary that it will:


8.1.1       information


forthwith
upon becoming aware of it inform the Facility Agent of (a) the occurrence of
any Insolvency Event (or any other event or circumstance which, with the giving
of notice, lapse of time or satisfaction of any other condition (or any
combination thereof), would, or might 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 or administrative proceeding of the nature referred
to in clause 7.2.1, (c) any Material Adverse Change, (d) the incurring by
any Bluewater Group Member or Aurelia Energy of any Permitted Indebtedness
which, either alone or when aggregated with all such other Permitted Indebtedness
previously incurred, exceeds twenty million Dollars ($20,000,000), (e) the
total projected Project Costs (including, for the avoidance of doubt, any
Project Costs actually expended prior to the relevant time) of the Ettrick
Project or, as the case may be, any Unit 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 Budget or, as the case may be, the Forecast relating
to that project most recently delivered to the Facility Agent at the relevant
time, (f) if at any time any amount in excess of five million Dollars
($5,000,000) payable under or pursuant to any Contract has not been paid by the
Field Operator who is a party to that Contract for a period in excess of thirty
(30) days after the due date (including any applicable grace period), that
non-payment and of the reason for such non-payment, (g) any material breach or
default under any Assigned Document, and (h) the occurrence of the
Implementation Date;



 25
 








8.1.2       confirmation


if and whenever reasonably requested by the Facility
Agent, confirm to the Facility Agent in writing that no Insolvency Event (or
other event or circumstance which, with the giving of notice, lapse of time or
satisfaction of any other condition (or any combination thereof), would, or
might 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, no Environmental Claim, no Material Adverse Change and no material
divergence from any Initial Budget has occurred and is continuing;


8.1.3       consents and licences


obtain or cause to be obtained or made, maintain in
full force and effect and comply in all material respects with the conditions
and restrictions (if any) imposed in, or in connection with, each consent,
authorisation, licence and approval of, and each registration with and
declaration to, any Government Entity and do, or cause to be done, all other
acts and things which may from time to time be necessary under applicable law
for the continued due performance, satisfaction and discharge by it of all its
obligations and liabilities under and pursuant to (a) this Agreement, each
other Facility Document to which it is, or is to be, a party and (b) in all
material respects, each of the Assigned Documents to which it is, or is to be,
a party;


8.1.4       pari passu


ensure that its obligations under this Agreement and
each other Facility Document to which it is, or is to be, a party are and
remain at all times its direct, general and unconditional obligations and rank
and continue to rank at least pari passu with all its other present and future
unsecured and unsubordinated Indebtedness with the exception of any
Indebtedness the obligations in respect of which are mandatorily preferred by
law and not by contract;


8.1.5       financial statements


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


8.1.6       delivery of reports


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


8.1.7       provision of further
information


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



 26
 








it, the other Obligors and (after the Implementation
Date) Aurelia Holding, as the Facility Agent may from time to time reasonably
request;


8.1.8       Notes


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


8.1.9       performance of obligations


pay, repay, perform, satisfy and discharge when due
all obligations and liabilities (including, without limitation, obligations and
liabilities relating to Taxes and Indebtedness) incurred, assumed or undertaken
by it to or in favour of any person unless the relevant obligation or liability
is being contested in good faith by appropriate proceedings (and for the
payment of which adequate reserves have been provided) and those proceedings do
not involve any likelihood of the arrest, sale, forfeiture or loss of, or of
any interest in, the Equipment or any part thereof or the Assigned Property or
any part thereof;


8.1.10     applicable law


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


8.1.11     binding obligations


procure that this Agreement, each other Facility
Document to which it is, or is to be, a party and each of the Assigned
Documents to which it is, or is to be, a party (subject to any applicable
Reservations) constitute and will at all times constitute and continue to
constitute its valid and legally binding obligations enforceable in accordance
with their respective terms;


8.1.12     corporate existence


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


8.1.13     filings


procure that, if it is or becomes necessary to ensure
the legality, validity, enforceability, priority or admissibility in evidence
of this Agreement, any other Facility Document to which it is, or is to be, a
party or any of the Assigned Documents to which it is, or is to be, a party
that they or any other instrument be notarised, consularised or legalised, or
filed, recorded, registered or enrolled in any court, public office or
elsewhere in any Relevant Jurisdiction, or that any stamp, registration or
similar tax or charge be paid in any Relevant Jurisdiction on or in relation to
any of the foregoing, such notarisation, 



 27
 








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


8.1.14     business


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


8.1.15     business interruption
insurance


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


8.1.16     Bluewater Finance


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


8.1.17     financial model


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


8.1.18     construction contracts


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



 28
 








8.1.19     Owners and Operators


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


8.1.20     Netting Arrangements


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


8.1.21     Forecasts and Project
Expenditure Certificates


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


(a)     a Forecast; and


(b)    a Project Expenditure
Certificate,


in each case relating to the relevant project and
updated from the date the list thereof was previously delivered to the Facility
Agent and in the circumstances referred to in sub-paragraph (iii) thereafter
continue to promptly provide such updated Forecasts and Project Expenditure
Certificates in relation to the relevant project as may be reasonably requested
by the Facility Agent from time to time;


8.1.22     Excluded Subsidiaries


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


8.1.23     money laundering


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



 29
 








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


8.3          Each of the Borrowers
covenants to each Facility Beneficiary that it will not:


8.3.1       no merger or transfer


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


(a)     the merged entity or
transferee is (i) another Obligor or (ii) (in the opinion of the
Majority Banks acting reasonably) another person of at least the same
creditworthiness as the relevant Borrower; and


(b)    the merged entity or
transferee expressly and unconditionally assumes (in a manner and on terms
acceptable to the Majority Banks acting reasonably) all obligations and
liabilities of the relevant Borrower under and pursuant to each of the
Transaction Documents,


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


8.3.2       Subsidiaries


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


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


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


(ii)     the Facility Agent receives
an opinion of independent counsel in the jurisdiction in 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 to have) its principal
place of business in a form and on terms in all respects satisfactory to the
Majority Banks (which shall include an opinion confirming the effectiveness of
the terms of the subordination under the Notes), or


(b)    such Subsidiary is an Excluded
Subsidiary; or


(c)     the Facility Agent (acting on
the instructions of the Majority Banks) otherwise gives its prior written
consent;



 30
 








8.3.3       disposals


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


8.3.4       negative pledge


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


8.3.5       Indebtedness


incur, assume or undertake any Indebtedness other than
Permitted Indebtedness; or


8.3.6       Leases and Contracts


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


8.3.7       applicable law


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


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


9             Conditions


9.1          Documents and evidence


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


9.1.2       The obligations of the
Banks to make available to any Borrower any Further Advance are subject to the
conditions that:


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



 31
 








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


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


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


9.2          General conditions precedent


The obligations of the Banks to make available to the
Borrowers (or any of them) any Advance (other than a Roll Over Advance) are
subject to the further conditions that, at the time at which the Drawdown
Notice relating to that Advance is given, and at the time at which that Advance
is made:


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


9.2.2       no Default shall have
occurred and be continuing unremedied or unwaived or would result from the
making of that Advance;


9.2.3       unless the relevant
Drawdown Notice is for an Advance which a Borrower is entitled, pursuant to
clause 2.6.2(b), to draw, no Determination Period shall have commenced and be
continuing; and


9.2.4       unless the relevant
Drawdown Notice is for an Advance which a Borrower is entitled, pursuant to
clause 2.7.7(c), to draw, no Cessation Period shall have commenced and be
continuing.


9.3          Waiver of conditions
precedent


The conditions specified in this clause 9 are
inserted solely for the benefit of the Facility Beneficiaries and may be waived
on their behalf in whole or in part and with or without conditions by the
Facility Agent acting on the unanimous instructions of the Banks and, in the
case of the conditions specified in clause 9.1.2, in respect of any one or
more Advances without prejudicing the requirement for fulfilment of those
conditions in respect of any other Advance (unless waived in whole or in part
and with or without conditions by the Facility Agent acting on the unanimous
instructions of the Banks).



 32
 








9.4          Further conditions
precedent


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


10           Events of Default


10.1       Events


There shall be an Event of Default if:


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


10.1.2     Breach of obligations
relating to other business, financial condition, the Assigned Accounts and the
Insurances: any Obligor commits any breach of or omits to observe any of
the covenants, obligations and stipulations under and pursuant to clauses
8.1.19, 8.1.20 or 21.9 of this Agreement, clauses 7.1.18 to and including
7.1.22 of the Facility Guarantee, clause 6 of any Account Charge, clause 10 of
the General Assignment, but (without prejudice to the other provisions of
clause 10 of the General Assignment and clauses 10.1.3 and 10.1.4)
excluding any failure by any Obligor to comply with the seven (7), five (5) and
three (3) Banking Day time periods referred to in clause 10.5 of the
General Assignment and further excluding any failure by any Obligor to comply
with clauses 10.10, 10.11 and 10.12 of the General Assignment; or


10.1.3     Non-renewal of Insurances:
any Obligor shall fail to effect the renewal of any of the Insurances in
relation to any Equipment by the date falling five (5) days prior to the expiry
thereof;


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



 33
 








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


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


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


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


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


10.1.9     Repudiation: any
Obligor repudiates any Facility Document or does or causes or permits to be
done any act or thing evidencing an intention to repudiate any Facility
Document; or


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


10.1.11   Financial Indebtedness:  (i) any Financial Indebtedness of any Bluewater
Group Member or Aurelia Energy (other than Financial Indebtedness of that Bluewater
Group Member or, as the case may be, Aurelia Energy in respect of which the
person to whom that Financial Indebtedness is owed, due or payable has no
recourse to the assets of any Bluewater Group Member or Aurelia Energy) is not
paid when due (after the expiry of 



 34
 








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


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


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


10.1.13   Litigation: any
litigation, arbitration or administrative proceeding is commenced or threatened
against any Obligor or (after the Implementation Date) Aurelia Holding which constitutes
a Material Adverse Effect; or


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


10.1.15   Aurelia Holding: at any
time during the Facility Security Period either before or after the
Implementation Date, a Default (as defined in the letter agreement dated on or
about the date hereof and made between Aurelia Holding and the Facility Agent
and referring to this Agreement) shall occur.


10.1.16   Technical Concerns: if
evidence has not been delivered to the Facility Agent on or prior to the date
falling sixty (60) days after the date any concern referred to below is first
raised by a Tehnical Consultant demonstrating, to the satisfaction of the
Facilty Agent acting on the instructions of the Majority Banks, that any concerns
raised by any Technical Consultant (i) with respect to any material technical
matters relating to the 



 35
 








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


10.2       Acceleration


Upon the occurrence of any Event of Default and at any
time thereafter, if any Event of Default is then continuing, the Facility Agent
may, and if so requested by the Qualified Majority Banks shall, without
prejudice to any other power, right or remedy of the Facility Beneficiaries, by
written notice to the Borrowers:


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


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


Any such
written notice may be revoked, in whole or in part, by the Facility Agent on
the instructions of the Qualified Majority Banks and, if so revoked, the
relevant foregoing provisions of this clause 10.2 shall, upon and in
accordance with the terms of such revocation, cease to apply, but without
prejudice to the rights of the Facility Agent to issue further written notices
pursuant to and in accordance with this clause 10.2.


10.3       Acceleration Notice


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


11           Indemnities


11.1       Miscellaneous indemnities


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



 36
 








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


11.1.1     any default by any Obligor in
the payment when due of any amount payable under or pursuant to the Facility
Documents;


11.1.2     the occurrence of any other
Facility Event;


11.1.3     any repayment or prepayment
pursuant to any of clauses 2.6, 2.7, 4.4, 10.2 and 13.1 or otherwise being
made otherwise than on an Interest Payment Date in relation to the part of the
Credit or, as the case may be, Advance repaid or prepaid;


11.1.4     any Interest Period which
would not otherwise have ended on a Repayment Date ending on a Repayment Date
pursuant to clause 3.2;


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


11.1.6     any Advance not being made by
reason of any default by any Obligor on the date specified in the Drawdown
Notice relating to that Advance.


11.2       Currency indemnity


If any amount due from any
Borrower to any Facility Beneficiary under or pursuant to this Agreement or any
other Facility Document or any order or judgment given or made in relation
hereto has to be converted from the currency (the “first
currency”) in which the same is payable under or pursuant to this
Agreement, that Facility Document or that order or judgment into another
currency (the “second currency”) for the purpose
of (a) making or filing a claim or proof against that Borrower,
(b) obtaining an order or judgment in any court or other tribunal, or
(c) enforcing any order or judgment given or made in relation to this
Agreement or any other Facility Document, that Borrower shall indemnify and
hold harmless that Facility Beneficiary, on demand, from and against any and
all Losses suffered, incurred or paid by that Facility Beneficiary as a result
of any difference between (i) the rate or rates of exchange used to
convert for such purpose the amount in question from the first currency into
the second currency, and (ii) the rate or rates of exchange at which that
Facility Beneficiary may in the ordinary course of business purchase the first
currency with the second currency upon receipt of an amount paid to it in
satisfaction, in whole or in part, of any such order, judgment, claim or proof.
 Any amount due from any Borrower under
this clause 11.2 shall be due as a separate debt and shall not be affected
by any order or judgment and the term “rate of exchange”
includes any premia and costs of exchange payable in connection with the
purchase of the first currency with the second currency.


12           Further
indemnity


The Borrowers covenant to indemnify each Facility
Beneficiary on demand against all Losses which may now or hereafter be
suffered, incurred or paid by that Facility
Beneficiary, or by any manager, agent, officer or employee for whose
liability, act or omission that Facility
Beneficiary may be legally obliged to indemnify, in respect of, or
otherwise in connection with, anything done or omitted in the exercise or
purported 



 37
 








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


13           Unlawfulness,
increased costs, mitigation


13.1       Unlawfulness


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


13.2       Increased costs


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


13.2.2     In this Agreement “Increased Costs” means:


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


(b)    an additional or increased
cost;


(c)     a reduction of any amount due
and payable under any Facility Document, or


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



 38
 








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


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


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


13.2.4     Each Facility Beneficiary
shall, as soon as practicable after a demand by the Facility Agent, provide a
certificate confirming the amount of its Increased Costs.


13.3       Exceptions


Nothing in clause 13.2 shall entitle any Bank to
compensation for any increased cost, reduction, payment, foregone return or
loss to the extent that the same (a) is the subject of an additional payment
under clause 6.7 or
clause 6.8 (or would have been the
subject of an additional payment but for an exclusion thereto), or (b) is
compensated for by the payment of the Mandatory Cost, or (c) arises as a
consequence of the wilful breach by the relevant Facility Beneficiary or its Related
Companies of any law or regulation, or (d) arises as a consequence of or is
attributable to the implementation or application of or compliance with the “International
Convergence of Capital Measurement and Capital Standards, a Revised Framework”
published by the Basel Committee on Banking Supervision in June 2004 in the
form existing on the date of this Agreement (“Basel II”)
or any other law or regulation which implements Basel II (whether such
implementation, application or compliance is by a government, regulator, Facility
Beneficiary or any of its Related Companies) unless, for the avoidance of
doubt, it arises as a consequence of any change in, or in the interpretation or
application of Basel II (or any law or regulation implementing the same)
occurring after the date hereof, or (e) is attributable to a decline in the
credit rating of the Facility Beneficiary or any of its Related Companies, or
(f) is imposed on the Facility Beneficiary or any of its Related Companies as a
result of operational risk not related to the transactions contemplated by the
Facility Documents.


13.4       Mitigation


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


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


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


13.4.3     the Borrowers being required
to pay an amount to that Facility Beneficiary to compensate that Facility
Beneficiary and/or any of its Related Companies for any reduction in rate of
return, additional or increased cost, reduction in amount or liability to Taxes
pursuant to clause 13.2,



 39
 








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


14           Pro-rata
payments


14.1       Pro-rata payments


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


14.1.1     within two (2) Banking Days
of that receipt or recovery, the Recovering Bank shall pay to the Facility
Agent an amount equal (or equivalent) to the excess amount;


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


14.1.3     as between the Borrowers or,
as the case may be, the relevant Obligor, on the one hand, and the Recovering
Bank, on the other hand, the excess amount shall be treated as not having been
paid.



 40














Each Bank shall forthwith notify the Facility Agent of
any such receipt or recovery by that Bank other than by payment through the
Facility Agent.  If the Recovering Bank
is subsequently required to refund in whole or in part the excess amount, each
Bank to which any part of the amount referred to in clause 14.1.1 was
distributed pursuant to clause 14.1.2 shall, at the request of the Recovering
Bank, repay to the Recovering Bank that Bank’s pro-rata share of the amount
which the Recovering Bank is required to refund.  Each Bank shall supply to the Facility Agent
such information as the Facility Agent may from time to time request for the
purpose of this clause 14.1. 
Notwithstanding the foregoing provisions of this clause 14.1, no
Recovering Bank shall be obliged to pay to the Facility Agent any part of any
amount which it receives or recovers pursuant to any legal action or proceeding
taken by it to recover any amount due to it under or pursuant to any Facility
Document if and to the extent that that amount would be distributed by the
Facility Agent, pursuant to clause 14.1.2, to any Bank which has a legal right
to, but does not, either join in such legal action or proceeding or commence
and diligently pursue a separate legal action or proceeding in the same or
another court (unless the legal action or proceeding taken by the Recovering
Bank is taken without prior notice thereof having been given through the
Facility Agent to that other Bank).


14.2       No release


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


14.3       No charge


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


15           Technical
Consultant and FPSO Valuer


15.1       Technical Consultant


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


15.1.1     from time to time, meet with
the management team of the Bluewater Group, and review all such documentation
relating to the Construction of the Ettrick Project or, as the case may be, the
relevant Unit Project, as that Technical Consultant shall deem appropriate, in
each case so as to enable that Technical Consultant to be satisfied, acting
reasonably, that the relevant Construction is proceeding in a satisfactory
manner;


15.1.2     report quarterly (or with such other frequency as
may be agreed between the Technical Consultant and the Facility Agent (each
acting reasonably) after good faith consultation with the Bluewater Agent)) in
writing to the Facility Agent on the progress of the 



 41
 








relevant Construction and the Technical
Consultant’s review of any Forecast delivered to the Facility Agent prior to
the date of such report;


15.1.3     at any time the Fair Market
Value of the Ettrick Project or any Unit Project falls to be determined
pursuant to clause 15.2, determine the percentage of the work required to
successfully complete that Construction which at that time has been performed.


15.1.4     from time to time, notify the
Facility Agent if and whenever that Technical Consultant has any material
concerns in relation to potential Cost Over-Runs in relation to the relevant
Construction, and


15.1.5     accurately measure any
material divergence from any Initial Budget,


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


15.2       FPSO Valuer


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


(a)     prior to the Closing Date and
on each anniversary of the Closing Date which falls during the Facility
Security Period (unless waived by the Majority Banks); and


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


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


15.2.2     The Bluewater Agent shall, promptly following the
receipt by it of any valuations referred to in clause 15.2.1, calculate, in
respect of each relevant item of Equipment, the Fair Market Value of that item
of Equipment and certify the same to the Facility Agent, including reasonable
details of the calculation thereof.  The
Facility Agent shall 



 42
 








promptly forward a copy of that certificate to
each of the Banks.  For the purposes of
the Facility Documents, the Fair Market Value of:


(a)     any item of Equipment other
than the Ettrick Project or any Unit Project which at the relevant time is under
Construction, shall be the average of the Fair Market Values of that item of
Equipment produced by each FPSO Valuer, and


(b)    the Ettrick Project or any
Unit Project that at the relevant time is under Construction, shall be the
average of the amounts resulting from the following equation, using the Fair
Market Values produced by each FPSO Valuer;


FMV = A x X%


where:


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


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


16           Transfer
and lending office


16.1       Benefit and burden


This Agreement shall be binding upon each Borrower and
the Bluewater Agent and their respective successors in title, and shall enure
for the benefit of each of the Facility Beneficiaries and each of their
respective successors in title.  Each
Borrower and the Bluewater Agent expressly
acknowledges and accepts the provisions of clause 16.4 and agrees that
each Transferee shall be entitled to the benefit of this Agreement and the
obligations and liabilities of each Borrower under and pursuant to this
Agreement, and the powers, rights and remedies of the Banks and the Facility
Beneficiaries under and pursuant to this Agreement, as if that Transferee had
originally been a party to this Agreement as a Bank. In addition, each Borrower
and the Bluewater Agent expressly
agrees that (i) each person who shall for the time being act as facility agent
pursuant to clause 22 shall be entitled to the benefit of this Agreement
and the obligations and liabilities of each Borrower under and pursuant to this
Agreement, and the powers, rights and remedies of the Facility Agent and the
Facility Beneficiaries under and pursuant to this Agreement, as if that person
had originally been a party to this Agreement as the Facility Agent, and (ii) each
person who shall for the time being act as security trustee pursuant to
clause 6 of the Deed of Proceeds and Priorities shall be entitled to the
benefit of this Agreement and the obligations and liabilities of each Borrower
under and pursuant to this Agreement, and the powers, rights and remedies of
the Security Trustee and the Facility Beneficiaries under and pursuant to this
Agreement, as if that person had originally been a party to this Agreement as
the Security Trustee.


16.2       Disclosure of information


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



 43
 








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


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


16.2.3     It shall not be unreasonable
at any time for the Bluewater Agent to withhold its consent to any disclosure
under clause 16.2.1 if the Bluewater Agent, acting in good faith, is not
satisfied that an undertaking given in accordance with clause 16.2.2 received from
the person to whom disclosure is intended to be made would be sufficient to
adequately safeguard and protect the Bluewater Group’s legal or commercial
interests.


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


16.3       No assignment


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


16.4       Transfers


16.4.1     Any Bank (the “Transferor
Bank”) may, at any time, cause all or any part (which, in the case
of a transfer of part only, shall be in an amount of its Commitment and
Contribution which is not less than ten million Dollars ($10,000,000)) of its
rights, interests, obligations and liabilities under and pursuant to this
Agreement and the other Facility Documents to be transferred to (a) any of its
Subsidiaries or Affiliates or to a federal reserve bank, central bank or other
monetary or regulatory authority having jurisdiction over that Bank, subject to
(unless an Event of Default has occurred and is continuing) the prior written
consent of the Bluewater Agent (such consent not to be unreasonably withheld or
delayed) where any such transfer would increase the costs of any Obligor under
or pursuant to any of the Facility Documents to which that Obligor is a party
(but not otherwise), or (b) unless an Event of Default has occurred and is
continuing, with the consent of the Bluewater Agent (such consent not to be
unreasonably withheld or delayed), to any other bank or financial institution
which is a Qualifying Bank (a “Transferee”),
in each case by delivering to the Facility Agent a Transfer Certificate duly
completed and duly executed by the Transferor Bank and the Transferee.  If the Bluewater Agent fails to respond to a
request for its consent within 



 44
 








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


16.4.2     Any transfer by a Bank shall
be offered and effected in compliance with all applicable laws and
regulations.  No transfer by a Bank will
be binding on, or effective in relation to, any of the Borrowers, the Bluewater
Agent, the Facility Agent, the Security Trustee, the Arranger and the other
Banks unless it is effected or evidenced by a Transfer Certificate which
complies with the provisions of this clause 16.4 which is executed by or
on behalf of the Transferor Bank, the Transferee and the Facility Agent (on
behalf of itself and each of the Borrowers, the Bluewater Agent, the Security
Trustee, the Arranger and the other Banks). 
Each Transferor Bank shall pay to the Facility Agent, in relation to
each Transfer Certificate delivered to the Facility Agent by that Transferor
Bank, a fee in the amount of two thousand Dollars ($2,000).  Upon the execution of any Transfer Certificate
by the Facility Agent, which execution shall be effected as promptly as is
practicable and in any event within five (5) Banking Days after that Transfer
Certificate has been delivered to the Facility Agent, and subject to the terms
of that Transfer Certificate, that Transfer Certificate shall have effect as
follows:


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


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


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


(i)         to the
extent specified in that Transfer Certificate, the Transferor Bank’s payment
rights and all its other rights and interests (other than those referred to in
clause 16.4.2(b)) under and pursuant to this Agreement and the other
Facility Documents are transferred to the
Transferee absolutely;


(ii)        the
Transferor Bank’s Commitment is discharged to the extent specified in the Transfer
Certificate and that Commitment is, to the same extent, assumed by the
Transferee;


(iii)       the
Transferee becomes a Bank with a Contribution of the amount specified in the
Transfer Certificate;


(iv)       the
Transferee becomes bound by all the obligations and liabilities under and
pursuant to this Agreement and the other Facility Documents which are
applicable to the Banks, including, without limitation, those provisions in
relation to pro-rata sharing and the exclusion of liability on the part of, and
the indemnification of, the Facility Agent and the Security Trustee, and to the




 45
 








extent that the
Transferee becomes bound by those provisions, the Transferor Bank ceases to be
bound by them;


(v)        the
Contributions which the Transferee makes after the Transfer Certificate comes
into effect rank in point of priority and security in the same way as they
would have ranked had they been made by the Transferor Bank;


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


16.4.3     each of the Borrowers and the
Bluewater Agent (subject to the Bluewater Agent having given or being deemed to
have given consent, if required, pursuant to clause 16.4.1), the Security
Trustee, the Arranger and the Banks hereby irrevocably authorises and instructs
the Facility Agent to sign each Transfer Certificate on its behalf (and, in the
case of the Security Trustee, on behalf of any Obligor which has in any
Facility Document given a corresponding authorisation and instruction to the
Security Trustee) and undertakes not to withdraw, revoke or qualify that
authority and instruction at any time. 
Promptly upon its execution of any Transfer Certificate, the Facility
Agent shall notify the Bluewater Agent, the Security Trustee, the Arranger, the
Transferor Bank, the Transferee and the other Banks.


16.5       Reliance on Transfer
Certificate


The
Facility Agent shall be entitled to rely on any Transfer Certificate believed
by it to be genuine and correct and to have been delivered or executed by the
persons by whom it purports to have been delivered or executed, and shall not
be liable to any person for the consequences of such reliance.


16.6       Facility Agent register


16.6.1     The Facility Agent shall at
all times during the continuation of this Agreement maintain a register in
which it shall record the name, Commitments, Contributions and administrative
details (including the lending office) from time to time of each Bank and, in
relation to each Bank holding a Transfer Certificate, the date at which the
transfer referred to in that Transfer Certificate was effected, and the
Facility Agent shall make that register available for inspection by each of the
Banks, the Security Trustee, the Arranger and the Borrowers during normal
banking hours upon receipt by the Facility Agent of reasonable prior notice
requesting the Facility Agent to do so.


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



 46
 








16.7       Documenting transfers


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


16.8       Sub-participation


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


16.8.2     If the Bluewater Agent fails
to respond to a request for its consent under clause 16.8.1 within ten (10) Banking
Days of that request being made, the Bluewater Agent shall be deemed to have
given the consent requested.


16.9       Lending office


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



 47
 








17           Notices


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


18           Law
and Jurisdiction


18.1       Law


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


18.2       Submission to jurisdiction


For the benefit of each Facility Beneficiary, each
Borrower and the Bluewater Agent irrevocably and unconditionally agrees that
any legal action or proceeding arising out of or in connection with this
Agreement may be brought in the English courts, which shall have jurisdiction
to settle or determine any dispute or claim arising out of or in connection
with this Agreement, and irrevocably and unconditionally submits to the
jurisdiction of the English courts.  Each
Borrower and the Bluewater Agent irrevocably and unconditionally designates,
appoints and empowers WFW Legal Services Limited at the address of its
registered office for the time being (presently of 15 Appold Street, London
EC2A 2HB, England), in each case, to receive, for it and on its behalf, service
of process issued out of the English courts in any legal action or proceeding
arising out of or in connection with this Agreement.  The submission to such jurisdiction shall not
(and shall not be construed so as to) limit the right of any Facility
Beneficiary to take any legal action or proceeding against any Borrower or the
Bluewater Agent in any other court of competent jurisdiction nor shall the taking
of any legal action or proceeding in any one or more jurisdictions preclude the
taking of any legal action or proceeding in any other jurisdiction, whether
concurrently or not.  Each Borrower and
the Bluewater Agent agrees that only the English courts and not those of any
other jurisdiction shall have jurisdiction to settle and determine any dispute
or claim which any Borrower or the Bluewater Agent may have against any
Facility Beneficiary arising out of or in connection with this Agreement.


19           Miscellaneous


19.1       Counterparts


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


19.2       English language


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



 48
 








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


19.3       Remedies cumulative


No failure or delay on
the part of any Facility Beneficiary to exercise any right, power or remedy of
it under or pursuant to this Agreement or any other Facility Document shall
operate as a waiver thereof, nor shall any single or partial exercise by any
Facility Beneficiary of any right, power or remedy, or the discontinuance,
abandonment or adverse determination of any legal action or proceeding taken by
any Facility Beneficiary to enforce any right, power or remedy, preclude any
further exercise thereof, any further legal action or proceeding to enforce the
same, or the exercise of any other right, power or remedy, nor shall the giving
by any Facility Beneficiary of any consent prejudice the right of any Facility
Beneficiary to withhold or give consent in relation to any other similar
matter.  The rights, powers and remedies of
each of the Facility Beneficiaries under and pursuant to this Agreement and the
other Facility Documents are cumulative and are not exclusive of any right,
power and remedy provided by law.


19.4       Severability of provisions


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


19.5       Contracts (Rights of Third
Parties) Act 1999


19.5.1     Unless expressly provided to
the contrary in a Facility Document, a person who is not a party to this
Agreement shall have no right under the Contracts (Rights of Third Parties) Act
1999 to enforce its terms.


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


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


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


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



 49
 








19.7       “Know your customer” checks


19.7.1     If:


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


(b)    any change in the status of an
Obligor after the date of this Agreement; or


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


obliges the Facility
Beneficiary (or, in the case of paragraph (c) above, any prospective new
Facility Beneficiary) to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is
not already available to it, the Bluewater Agent shall promptly upon the
request of the Facility Agent or any Bank supply, or procure the supply of,
such documentation and other evidence as is reasonably requested by the Facility
Agent (for itself or on behalf of any Facility Beneficiary) or any Facility
Beneficiary (for itself or, in the case of the event described in paragraph (c)
above, on behalf of any prospective new Facility Beneficiary) in order for the Facility
Agent, such Facility Beneficiary or, in the case of the event described in
paragraph (c) above, any prospective new Facility Beneficiary to carry out and
be satisfied it has complied with all necessary “know your customer” or other
similar checks under all applicable laws and regulations pursuant to the transactions
contemplated in the Facility Documents.


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


19.7.3     The Bluewater Agent shall, by
not less than ten (10) Banking Days’ prior written notice to the Facility
Agent, notify the Facility Agent (which shall promptly notify the Facility
Beneficiaries) of its intention to request that a Bluewater Group Member becomes
an Additional Obligor pursuant to clause 8.3.2, 21.6, 21.7 or 21.9.


19.7.4     Following the giving of any
notice pursuant to clause 19.7.3, if the accession of such Additional
Obligor obliges the Facility Agent or any Facility Beneficiary to comply with “know
your customer” or similar identification procedures in circumstances where the
necessary information is not already available to it, the Bluewater Agent shall
promptly upon the request of the Facility Agent or any Facility Beneficiary supply,
or procure the supply of, such documentation and other evidence as is
reasonably requested by the Facility Agent (for itself or on behalf of any
Facility Beneficiary) or any Facility Beneficiary (for itself or on behalf of
any prospective new Facility Beneficiary) in order for the Facility Agent or
such Facility Beneficiary or any prospective new Facility Beneficiary to carry
out and be satisfied it has complied with the results of all necessary “know
your customer” or other similar checks under all applicable laws and
regulations 



 50
 








pursuant to the accession of such Bluewater
Group Member to this Agreement as an Additional Obligor.


20           Further
assurance


Each
Borrower and the Bluewater Agent covenants to each of the Facility
Beneficiaries that it will, at the Borrowers’ cost and expense, from time to
time execute, sign, perfect, do and (if required) file, record, register and
enrol every further deed, assurance, agreement, instrument, act and thing which
any Facility Beneficiary (acting reasonably) may deem appropriate for the
purpose of more effectually assigning and charging the Assigned Property or any
part thereof or perfecting the security created by and under or intended to be
created by and under the Facility Documents.


21           Borrowers’
obligations and liabilities


21.1        Notwithstanding anything
to the contrary in any Facility Document, the Borrowers are jointly and
severally liable for each of their obligations and liabilities under and
pursuant to this Agreement and each of the other Facility Documents and those
obligations and liabilities shall be construed accordingly. Each Borrower
acknowledges and confirms that it is a principal and original debtor in respect
of all amounts which may become payable by the Borrowers under or pursuant to
this Agreement and the other Facility Documents or any of them and agrees that
each Facility Beneficiary may also treat it as such, whether or not any
Facility Beneficiary is or becomes aware that that Borrower is or has become a
surety for any other Borrower.


21.2        As a separate and
independent obligation, each Borrower agrees that if any purported obligation
or liability of the other Borrowers (or any of them) which would have been the
subject of this Agreement or any other Facility Document had it been valid and
enforceable is not or ceases to be valid or enforceable on any ground
whatsoever (including, without limitation, any irregular exercise by, any
absence of any corporate power of, any lack of authority of, or any breach of
duty by, any person purporting to act on behalf of any such other Borrower, any
legal or other limitation, whether under the Limitation Acts or otherwise, or
any disability or Incapacity, or any change in the constitution of, any such
other Borrower), whether or not known to any Facility Beneficiary, that
Borrower shall nevertheless be liable to the Facility Beneficiaries in respect
of that purported obligation or liability as if the same were fully valid and
enforceable and that Borrower were the principal debtor in respect thereof. The
Borrowers jointly and severally agree to keep each of the Facility
Beneficiaries fully indemnified, on demand, against all and any Losses
incurred, suffered or paid by any Facility Beneficiary as a result of, or
otherwise in connection with, any such purported obligation or liability not
being, or ceasing to be, valid or enforceable.


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



 51
 








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


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


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


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


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


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


21.4        Each Borrower agrees that
it will, throughout the Facility Security Period:


21.4.1     not exercise any rights of
subrogation, reimbursement, indemnity or contribution against any other
Borrower or any other person liable for the Relevant Obligations of any other
Borrower, in each case, in relation to the Relevant Obligations of that
Borrower;


21.4.2     not demand or accept any
Collateral Instrument in respect of any right referred to in clause 21.4.1 or
dispose of any such right;


21.4.3     not take any step to enforce
any right against any other Borrower or any other person liable for the
Relevant Obligations of any other Borrower, in each case, in relation to the
Relevant Obligations of that Borrower;


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


21.4.5     not claim or prove in any
Insolvency Event in relation to any other Borrower or any other person liable
for the Relevant Obligations of any other Borrower, in each case, in relation
to the Relevant Obligations of that Borrower;


21.4.6     not have the benefit of, or
share in, any payment from, or composition with, any other Borrower or any
other person liable for the Relevant Obligations of any other Borrower, in each
case, in relation to the Relevant Obligations of that Borrower; and



 52
 








21.4.7     if so directed by the
Facility Agent, prove in any Insolvency Event in relation to any other Borrower
or any other person liable for the Relevant Obligations of any other Borrower,
in each case, in relation to the Relevant Obligations of that Borrower, for the
whole or any part of any claim which it may have in relation to any of its
otherwise waived rights referred to in the foregoing paragraphs of this
clause 21.4 and on terms that the benefit of such proof and of all monies
received by it in respect thereof shall be held on trust for the Facility
Beneficiaries and applied in or towards discharge of the Relevant Obligations
of that Borrower in such manner as the Facility Agent may deem appropriate.


21.5       Collateral Instruments


No Facility Beneficiary shall be obliged to make any
claim or demand or to enforce or realise any Collateral Instrument or other
means of payment now or hereafter held by or available to it before enforcing
this Agreement and the other Facility Documents and no action taken or omitted
by any Facility Beneficiary in connection with any Collateral Instrument or
other means of payment shall delay, discharge, limit, reduce, prejudice or
affect the obligations and liabilities of the Borrowers under and pursuant to
this Agreement and the other Facility Documents nor shall any Facility
Beneficiary be obliged to apply any monies or other property received or
recovered in consequence of any enforcement or realisation of any Collateral
Instrument or other means of payment in reduction of the Secured Obligations.


21.6       Additional Borrowers


21.6.1     Subject to compliance with
the provisions of clauses 19.7.3 and 19.7.4 the Bluewater Agent may request
that any Bluewater Group Member becomes an Additional Borrower.  That Bluewater Group Member shall become an
Additional Borrower if:


(a)     the Bluewater Agent delivers
to the Facility Agent a duly completed Credit Agreement Supplemental Agreement
executed by the Bluewater Agent and that Bluewater Group Member;


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


(c)     the Facility Agent has received
all of the documents and other evidence listed in clause 4 of the Credit
Agreement Supplemental Agreement in relation to that Additional Borrower, each
in form and substance satisfactory to the Facility Agent.


21.6.2     The Facility Agent shall
notify the Bluewater Agent and the Facility Beneficiaries promptly upon being
satisfied that it has received (in form and substance satisfactory to it) all
the documents and other evidence listed in clause 4 of the Credit Agreement
Supplemental Agreement.


21.7       Additional Guarantors


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



 53
 








(a)     the Bluewater Agent delivers
to the Facility Agent a duly completed and executed Guarantee Accession Deed;
and


(b)    the Facility Agent has
received all of the documents and other evidence listed in clause 4 of the Guarantee
Accession Deed in relation to that Additional Guarantor, each in form and
substance satisfactory to the Facility Agent.


21.7.2     The Facility Agent shall
notify the Bluewater Agent and the Facility Beneficiaries promptly upon being
satisfied that it has received (in form and substance satisfactory to it) all
the documents and other evidence listed in clause 4 of the Guarantee Accession
Deed.


21.8       Resignation of a Guarantor


21.8.1     The Bluewater Agent may
request that a Guarantor ceases to be a Guarantor by delivering to the Facility
Agent a Resignation Letter.


21.8.2     The Facility Agent shall
accept a Resignation Letter and notify the Bluewater Agent and the Facility
Beneficiaries of its acceptance if:


(a)     no Default is continuing or
would result from the acceptance of the Resignation Letter (and the Bluewater
Agent has confirmed this is the case);


(b)    that Guarantor has been fully
and effectively released from all and any obligations and liabilities, actual
or contingent and whether as principal or surety, pursuant to or in connection
with the Notes;


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


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


21.9       Owners and Operators


21.9.1     The Borrowers shall procure
that on or prior to the date any Bluewater Group Member which previously was
not an Owner or Operator becomes an Owner or Operator:


(a)     the provisions of clauses
19.7.3 and 19.7.4 shall be complied with;


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



 54
 








person which that Bluewater Group Member is
replacing as an Owner or Operator, as the case may be, or by the parent of that
Bluewater Group Member (including, without limitation, an Additional Share
Pledge over all the issued capital of that Bluewater Group Member), and such
other documents as the Facility Agent (acting reasonably) may require; and


(c)     the Facility Agent has
received all the documents and other evidence listed in clause 4 of the
Guarantee Accession Deed in relation to that Additional Guarantor, each in form
and substance satisfactory to the Facility Agent.


21.9.2     The Facility Agent shall
notify the Bluewater Agent and the Facility Beneficiaries promptly upon being
satisfied that it has received (in form and substance satisfactory to it) all
of the documents and other evidence listed in clause 4 of the Guarantee
Accession Deed and Security Documents with equivalent effect as each of the
Security Documents referred to above.


22           Facility
Agent


22.1       Appointment of Facility
Agent


Each Facility Beneficiary
hereby irrevocably appoints the Facility Agent as its facility agent for the
purposes of this Agreement and the other Facility Documents on the terms set
out in this Agreement. By virtue of that appointment, each Facility Beneficiary
hereby irrevocably authorises the Facility Agent (whether or not by or through
employees or agents) to take such action on that Facility Beneficiary’s behalf
and, if necessary or appropriate under applicable law, in that Facility
Beneficiary’s name, and to exercise such rights, remedies, powers and
discretions, as are specifically delegated to the Facility Agent by this
Agreement and the other Facility Documents or any of them, together with such
action, powers, rights, remedies and discretions as are reasonably incidental
thereto.


22.2       Duties of Facility Agent


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


22.3       Execution of Facility
Documents


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



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22.4       Authority


22.4.1     Subject to
clause 22.4.2, the Facility Agent may, with the consent of the Majority
Banks or if and to the extent expressly authorised by any other provision of
this Agreement or any other Facility Document, concur with any Obligor to amend
or waive any breach of, or default under, or otherwise excuse any performance
of, or give any consent under, or otherwise take any action under or pursuant
to, any provision of any Facility Document, or authorise, instruct or direct
the Security Trustee to do any of the foregoing.  Any such action so authorised (if required)
and effected by the Facility Agent shall be promptly notified to the Facility
Beneficiaries by the Facility Agent and shall be binding on all of the Facility
Beneficiaries and, if necessary or appropriate, each Facility Beneficiary shall
execute or re-execute any deed, document, instrument or agreement required to
give full effect to any such action.  For
the purposes of this clause 22.4.1, it is expressly agreed and acknowledged
that the execution of a Further Assurance Deed shall not constitute an
amendment to any Facility Document, and each Facility Beneficiary further
agrees promptly to execute any Further Assurance Deed at request of the
Facility Agent.


22.4.2     Except with the prior written
consent of all of the Banks or as may otherwise be expressly permitted under
any other provision of the Facility Documents, the Facility Agent shall have no
authority on behalf of the Facility Beneficiaries to concur with any Obligor to
amend any provision of any Facility Document or otherwise take any action under
or pursuant to, or waive any breach of, or default under, or otherwise excuse
any performance of, or give any consent under, any provision of any Facility
Document, or authorise, instruct or direct the Security Trustee to do any of
the foregoing, if that amendment, waiver, exercise, consent or action would
result in:


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


(b)    any extension of the due date
for, or any reduction in, any amount of principal, interest, commitment
commission or any other amount payable under or pursuant to any Facility
Document;


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


(d)    any increase in any Bank’s
Commitment;


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


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


(g)    any amendment of this clause
22.4;


(h)    any release of any Obligor
from the security created by and under and/or any guarantee given under or
pursuant to any Facility Document, unless expressly authorised pursuant to the
terms of the Facility Documents;



 56
 








(i)      any release of the Assigned
Property and the Equipment or any part thereof from the security created by and
under the Facility Documents, unless expressly authorised pursuant to the terms
of the Facility Documents;


(j)      any change in any provision
of clause 2; or


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


22.5       Facility Agent, as Bank


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


22.6       Liability of Facility Agent


The
Facility Agent shall not:


22.6.1     be obliged to request any
certificate or opinion under any provision of the Facility Documents or to make
any enquiry as to the application of the proceeds of any Advance, unless
instructed in writing by the Majority Banks; or


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


22.6.3     be liable to any Facility
Beneficiary for, or otherwise in connection with, any action taken or omitted
under or pursuant to, or otherwise in connection with, the Facility Documents
(or any of them) or the Credit (or any part thereof) unless caused by its gross
negligence or wilful misconduct; or


22.6.4     disburse any Advance to any
Borrower unless it has received the relevant documents and evidence required
under clause 9 in form and substance satisfactory to it or the requirement for
any such document or evidence has been waived in accordance with clause 9.3.



 57
 








22.7       Knowledge of Facility Agent


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


22.8       Communications and actions
by Facility Agent


The Facility Agent shall:


22.8.1     promptly notify each Facility
Beneficiary of the contents of each notice, certificate or other document
received by the Facility Agent from any Obligor under or pursuant to any
provision of any Facility Document; and


22.8.2     subject always to its being
indemnified to its satisfaction, take such action (including, without
limitation, the exercise of all or any rights, remedies, discretions and powers
and the grant of all or any consents and releases) or, as the case may be,
refrain from taking such action with respect to any Facility Event of which the
Facility Agent has actual knowledge as the Majority Banks may direct provided
that, unless and until the Facility Agent shall have received those directions,
(i) the Facility Agent may, but shall not be obliged to, take such action or
refrain from taking such action with respect to that Facility Event as it deems
appropriate in the best interests of the Facility Beneficiaries, and (ii) the
Facility Agent shall not be obliged to take any such action.


22.9       Independent action by
Beneficiaries


None of the Facility Beneficiaries (other than the
Security Trustee and the Facility Agent, to the extent expressly provided in
the Facility Documents) shall have any independent power to enforce all or any
of the Facility Documents, to exercise all or any rights, remedies, discretions
and powers, or to grant all or any consents and releases, under or pursuant to
any Facility Document, or otherwise have direct recourse to all or any of the
Facility Property without the prior written approval of the Facility Agent
(acting on the instructions of the Majority Banks).  After that approval has been granted to the relevant
Facility Beneficiary, that Facility Beneficiary shall have the right
independently to enforce all or any of the Facility Documents and to exercise
all or any rights, remedies, discretions and powers, and to grant all or any
consents and releases, under and pursuant to those Facility Documents and
otherwise have direct recourse to all or any of the Facility Property Provided
however that all proceeds of that enforcement, exercise, grant or recourse
shall be paid by that Facility Beneficiary to the Facility Agent and shall be
and applied in accordance with clause 4.2.


22.10     Reliance by Facility Agent


In considering at any time (and from time to time) the
persons entitled to the benefit of any of the Secured Obligations, the Facility
Agent may:


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



 58
 








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


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


22.11     Provision of information to
Facility Agent


Without
prejudice to clause 22.10, each of the Facility Beneficiaries shall provide the
Facility Agent with such written information as the Facility Agent may
reasonably require for the purpose of performing the duties and functions delegated
to it under this Agreement and the other Facility Documents.


22.12     Appraisal by Banks


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


22.13     Responsibility of Facility
Agent


The
Facility Agent shall not have any duty, responsibility or liability, either
initially or on a continuing basis, to any Facility Beneficiary:


22.13.1   to provide any of the Facility
Beneficiaries with any information with respect to any Obligor, whenever that
information may have come or may come into its possession, except to the extent
expressly provided in this Agreement or any other Facility Document; or


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


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



 59














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


22.13.5   for the completeness or
accuracy of any certificate, statement, representation or warranty by or of any
Obligor; or


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


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


22.13.8   without prejudice to clause
22.8.2, for taking or omitting to take any action under, or otherwise in
connection with, the Facility Documents or any of them unless the taking of or
omitting to take any such action is contrary to specific written instructions
from the Majority Banks or, where required, the Qualified Majority Banks or all
of the Banks, as the case may be; or


22.13.9   for any failure to take or
require any Obligor to take any steps to render the Facility Documents or any
of them effective as regards the Secured Property or any part thereof outside
England or Wales or to procure the creation of any ancillary security under the
laws of any jurisdiction; or


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


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


22.14     Other business


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


22.15     Reimbursement of Losses


Each Bank shall reimburse to the Facility Agent
(rateably in accordance with (a) at any time prior to the date of the Initial
Advance, its Commitment, and (b) at any time thereafter, its Contribution), to
the extent the Facility Agent is not fully reimbursed by the Bluewater Group
Members, all or any Losses referred to in clause 5.2 paid, suffered or incurred
by the Facility Agent and in respect of which the Facility Agent is entitled, 



 60
 








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


22.16     Indemnity from Banks


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


22.17     Determination by Facility
Agent


If any question or doubt arises in relation to the
interpretation or application of any provision of this Agreement and the other
Facility Documents which affects the Facility Agent as between the Facility
Beneficiaries, on the one hand, and the Facility Agent on the other hand, that
question or doubt shall be determined by the Facility Agent, acting reasonably,
and each such determination, whether made upon a question actually raised or
implied in the acts of the Facility Agent, shall be conclusive and shall bind
all of the Facility Beneficiaries, provided however that the Facility Agent, if
it is aware of the relevant question or doubt and it is reasonably practicable
for it to do so, has first notified the Banks of the relevant question or doubt
and, if required to do so by the Majority Banks, consulted a lawyer in relation
thereto (and, if the Facility Agent does so consult a lawyer, the restriction
concerning the delegation of duties and functions to a lawyer referred to in
clause 22.18 shall not apply).


22.18     Employment of agents


The Facility Agent may, in the performance of the
duties and functions delegated to it under this Agreement and the other
Facility Documents (other than, subject to the express provisions of clause
22.17, in relation to its power to make any determination), instead of acting
personally, employ and pay any agent (whether being a lawyer, chartered
accountant or any other person) to perform those duties and functions (or any
of them).  Each agent so employed shall
be entitled to be paid all usual professional and other charges for the
performance by him or any of his partners or employees of those duties and
functions.  The Facility Agent shall not
be bound to supervise, or be responsible or liable for any act or omission of,
any such agent if the Facility Agent shall have exercised reasonable care in
the selection of that agent (which, without limitation, shall conclusively be
deemed to be the case in respect of any such agent approved in writing by the
Majority Banks).


22.19     Retirement and removal of
Facility Agent


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



 61
 








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


(a)     a Bank nominated by the
Majority Banks or, failing such a nomination,


(b)    any reputable and experienced
bank or financial institution with an office in Amsterdam or London nominated
by the Majority Banks or, failing such a nomination, the Facility Agent


and, in
each such case, approved by each of:


(i)         the Bluewater Agent,
acting as agent for each of the Obligors (such approval not to be unreasonably
withheld or delayed), and


(ii)        the Security Trustee (no
such approval to be unreasonably withheld or delayed),


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


22.19.2   Upon any such successor
facility agent being appointed, the retiring Facility Agent shall be discharged
from all of its obligations and liabilities under and pursuant to, and the
duties and functions delegated to it under, this Agreement and the other
Facility Documents and that successor facility agent and each of the other
parties to this Agreement and the other Facility Documents shall have the same
rights and obligations among themselves as they would have had if that
successor facility agent had been an original party to this Agreement and the
other Facility Documents to which the retiring Facility Agent is then a party
in place of the retiring Facility Agent.


22.19.3   The Facility Beneficiaries
agree to appoint as successor facility agent the person nominated (and, if
applicable, approved) in accordance with the foregoing provisions of this
clause 22.19.


22.20     Illegality


The Facility Agent may
refrain from doing anything which would or might, in its opinion, be contrary
to any law of any jurisdiction or any regulation or which would or might render
it liable to any person and may do anything which is, in its opinion, necessary
to comply with any such law or regulation.



 62
 








22.21     Power of Attorney


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


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


23           Security
Trustee


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


24           Notes


The parties hereto agree that for the purposes of the
Notes and the documentation related thereto, the Indebtedness under and
pursuant to the Facility Documents is and shall be deemed to be “Designated
Senior Indebtedness”.


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



 63
 








Schedule 1

The Banks and their Commitments


	
  Bank

  	
   

  	
  Address

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Commitment

  
	
  ING
  Bank N.V.

  	
   

  	
  Bijlmerplein 888

  	
   

  	
  Loc. Code HE 02.09

  	
   

  	
  1102 MG Amsterdam

  	
   

  	
  The Netherlands

  	
   

  	
  $

  	
  850,000,000

  



 



 64
 








Schedule 2

Form of Drawdown Notice


To:      [Name
and address of Facility Agent]


[                            ]


[Initial Advance][Further
Advance]


Revolving Credit
Facility Agreement dated        2006 (the “Agreement”)


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


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


(a)        no
Default has occurred and is continuing or would arise from the making of the
Advance;


(b)        all
representations and warranties expressed to be made by us on the date of issue
of a Drawdown Notice pursuant to clause 7.3 of the Agreement are true and
correct at the date hereof as if made with respect to the facts and
circumstances existing at the date hereof;


(c)        [no
Determination Period has commenced and is continuing/the Advance is one we are
entitled to draw down under clause 2.6.2(b)];


(d)        [no
Cessation Period has commenced and is continuing/the Advance is one we are
entitled to draw down under clause 2.7.7(c)]; and


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


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


For and on behalf
of


[Name of Borrower]


[Bluewater Energy
Services B.V.

as agent of [name of Borrower]]



 65
 








Schedule 3

Documents and evidence required as conditions precedent


(referred to in
clause 9.1)


Part 1


1.         Corporate documents


(a)        Constitutive Documents


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


(1)        being
true, correct and complete;


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


(3)        being
in full force and effect;


(b)       Corporate authorisations


Copies
of the resolutions of the directors and, where required by the laws of any
Relevant Jurisdiction in relation to that Obligor, the stockholders of each
Obligor approving those Facility Documents to which that Obligor is, or is to
be, a party and authorising the entry into, execution and delivery thereof and
the performance of that Obligor’s obligations thereunder, certified (in a
certificate dated no earlier than fourteen (14) Banking Days prior to the date
of this Agreement) by an officer of that Obligor as:


(1)        being true, complete and
correct;


(2)        being duly passed at
meetings of the directors of that Obligor, and, where required by the laws of
any Relevant Jurisdiction in relation to that Obligor, of the stockholders of
that Obligor, duly convened and held;


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


(4)        being in full force and
effect;


(c)        Specimen signatures


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



 66
 








(d)       Certificate of incumbency


a
list of the directors and other officers of each Obligor specifying the names
and positions of those persons, certified (in a certificate dated no earlier
than fourteen (14) Banking Days prior to the date of this Agreement) by an
officer of that Obligor to be true, complete and up to date;


2          Consents


(a)        Consents and approvals


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


(b)        Facility Documents,
Assigned Documents and Transaction Documents


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


3          Insurances


(a)        Insurances


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


(b)        Insurance opinion


an
opinion from the Insurance Consultant in relation to the insurances effected or
to be effected in respect of the Equipment and each part thereof.



 67
 








4          Fees


Evidence
that all fees due to the Facility Beneficiaries or any of them have been paid
in full or evidence that arrangements satisfactory to the Facility Agent for
such payment have been put in place.


5          Equipment


(a)        Ownership and registration


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


(b)        Encumbrances


evidence
that no Encumbrances (other than Permitted Encumbrances) are registered against
the Equipment and the Assigned Property or any part thereof;


(c)        Mortgage registration


evidence
that each of the Mortgages has been registered against the Vessel to which it
relates at the Port of Registry in relation to that Vessel, in the Ship
Register (Scheepsregister) at the Office of the
Registrar of Ship Documents (Kantoor van de bewaring
der Scheepsbewijzen); and


(d)        Classification


evidence
of the Classification of the Vessels.


6          Third parties


(a)        Notices of Assignment


An
original duly executed copy of each of the Notices of Assignment;


(b)        Consents


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


(c)        No default


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



 68
 








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


7          Assigned Accounts


Evidence
that each of the Assigned Accounts has been opened.


8          Opinions


(a)        Netherlands opinion


An
opinion of Norton Rose, special legal and tax advisers in The Netherlands to
the Facility Beneficiaries;


(b)        Netherlands Antilles
opinion


An
opinion of STvB, special legal advisers in The Netherlands Antilles to the Facility
Beneficiaries;


(c)        Malta opinion


an
opinion of Ganado & Associates, special legal advisers in Malta to the
Facility Beneficiaries;


(d)        English opinion


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


(e)        Norwegian opinion


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


(f)         Further opinions


such
further opinions as may be required by the Facility Agent in accordance with
clause 9.4.


9          Process agents


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



 69
 








10        Registration


Such
statutory forms duly signed by all or any of the Obligors as may be required to
perfect the security contemplated by the Facility Documents.


11        Assigned Hedging
Agreements


Confirmation
from the Bluewater Agent that the Borrowers will no later than thirty (30) days
after the Closing Date enter into Acceptable Hedging Arrangements.


12        Technical Consultant


The
Technical Consultant has been appointed and has provided to the Facility Agent
an initial report satisfactory to the Facility Agent (acting on the
instructions of the Majority Banks) in relation to the Ettrick Project
including, without limitation, confirmation of the feasibility of the project
schedule and Initial Budget relating thereto.


13        Fair Market Value


Each
FPSO Valuer has produced and submitted to the Facility Agent a valuation as
contemplated in clause 15.2.1(a), and the Facility Agent has received from the
Bluewater Agent a certificate of the Fair Market Value of each item of
Equipment as contemplated by clause 15.2.2.


14        Initial Budgets


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


15        Quiet Enjoyment


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


16        Escrow Agreement and
Release Deed


A
copy of each of the Escrow Agreement and Release Deed, in each case duly
executed by each of the parties thereto.


17        Netting Arrangements


A
copy of the document or agreement setting out the Netting Arrangements, and the
Facility Agent shall have approved the same.


18        Amendments Certificates


Each
of the Amendments Certificates duly signed by the Bluewater Agent and complete
with attachments.



 70
 








Part 2


1          Evidence of application
of Advance


Such
evidence as the Facility Agent may reasonably require that the Advance will be
used by the relevant Borrower for the purpose permitted by the terms of this
Agreement and that the Obligors are in full compliance with all terms and
conditions of the Facility Documents.


2          Evidence of compliance
with Notes


Such
evidence as the Facility Agent may reasonably require that the Bluewater Group
Members, Aurelia Energy and Bluewater Finance are in full compliance with all
terms and conditions of the documentation relating to the Notes, that the
Advance is permitted by such terms and conditions and that the Advance will
qualify as senior indebtedness (howsoever referred to) under and for all
purposes of such documentation.



 71
 








Part 3


1          Technical Consultant


The
Technical Consultant in relation to any Unit Project has been appointed and has
provided to the Facility Agent an initial report satisfactory to the Facility
Agent (acting on the instructions of the Majority Banks) in relation to the
relevant Unit Project including, without limitation, confirmation of the
feasibility of the project schedule and Initial Budget relating thereto.


2          Construction Contracts


The
Security Trustee is satisfied that the benefit of each Construction Contract
which has at the relevant time been entered into has been effectively assigned
to the Security Trustee as security for the Secured Obligations.



 72
 








Schedule 4

Reduction Schedule


	
  Repayment
  Date

  (Quarter)

  	
   

  	
  $ Reduction (from $850,000,000)

  $000,000

  
	
   

  	
   

  	
   

  
	
  15 September
  2008

  	
   

  	
  42,857,143

  
	
  15 December 2008

  	
   

  	
  42,857,143

  
	
  15 March 2009

  	
   

  	
  42,857,143

  
	
  15 June 2009

  	
   

  	
  42,857,143

  
	
  15 September
  2009

  	
   

  	
  42,857,143

  
	
  15 December 2009

  	
   

  	
  42,857,143

  
	
  15 March 2010

  	
   

  	
  42,857,143

  
	
  15 June 2010

  	
   

  	
  42,857,143

  
	
  15 September
  2010

  	
   

  	
  42,857,143

  
	
  15 December 2010

  	
   

  	
  42,857,143

  
	
  15 March 2011

  	
   

  	
  42,857,143

  
	
  15 June 2011

  	
   

  	
  42,857,143

  
	
  15 September
  2011

  	
   

  	
  42,857,143

  
	
  15 December 2011

  	
   

  	
  42,857,143

  



 



 73
 








Schedule 5

Project Expenditure Certificate


To:      [Name and address of
Facility Agent]


[                                ]


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


1              Project
Expenditure incurred to date in relation to the [Ettrick Project] [Unit Project
·]
(a) is in aggregate $[    ]; and (b) which has not
previously been included in any Project Expenditure Certificate is
$[                         ].


2              Attached
are invoices or other documentation in respect of such of the Project
Expenditure referred to in paragraph 1 above which evidence that the amounts
referred to therein either have been paid or are, at the date of this
Certificate, due and payable.


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


4              The
information set out in this Certificate and the invoices or other documentation
attached hereto are, to the best of my knowledge and belief, true and accurate.


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


This Certificate is
governed by and shall be construed in accordance with the laws of England and
Wales.


	
   

  	
   

  	
   

  	 

	
  for and on behalf of

  
	
  Bluewater Energy Services B.V. as agent of [name of Borrower]

  



 



 74
 








Schedule 6

Transfer Certificate


(referred to in
clause 16.4)


[Banks
are advised not to employ Transfer Certificates without first ensuring that the
transaction complies with all applicable laws and regulations.


To:      [Name of Facility Agent]


·


Transfer
Certificate


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


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


2              Each
of the Existing Bank and [Name of
Transferee] (the “Transferee”)
requests the Facility Agent (on behalf of itself, the Borrowers, the
Guarantors, the Banks and the other parties to the Agreement and the Deed of
Proceeds and Priorities) to accept this Transfer Certificate as being delivered
to the Facility Agent pursuant to and for the purposes of clause 16.4 of
the Agreement and clause 16.3 of the Deed of Proceeds and Priorities, so
as to take effect in accordance with its terms on [             ]
[to be not less than five (5) Banking Days after
delivery to the Facility Agent] (the “Effective
Date”).


3              With
effect from the Effective Date, the Existing Bank transfers to the Transferee
absolutely all rights and interests (present and future, actual and contingent)
which the Existing Bank has as a Bank under or by virtue of the Agreement and
each of the other Facility Documents to which it is a party in relation to the
portion of its Commitment and the portion of its Contribution respectively
specified in the schedule to this Transfer Certificate and, by virtue of
this Transfer Certificate and clause 16.4 of the Agreement, the Transferor
is discharged entirely from the portion of its Commitment specified in the
schedule to this Transfer Certificate.


4              The Transferee
confirms that:


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



 75
 








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


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


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


(e)           it
is a Qualifying Bank.


5              The
execution of this Transfer Certificate by the Transferee constitutes its
representation and warranty to the Existing Bank and each of the other parties
to the Agreement and the Deed of Proceeds and Priorities that it has power to
become a party to the Agreement and the Deed of Proceeds and Priorities as a
Bank on the terms herein and therein set out and has taken all necessary steps
to authorise the execution and delivery of this Transfer Certificate.


6              The
Existing Bank makes no representation or warranty and assumes no responsibility
or liability with respect to the legality, validity, effectiveness, adequacy or
enforceability of any of the Agreement, the other Facility Documents and this
Transfer Certificate and assumes no responsibility or liability for the
financial condition of the Obligors or any of them or for the performance by
any Obligor of its obligations under the Facility Documents and any and all
such representations and warranties, whether express or implied by law or
otherwise, are hereby excluded and waived by the Transferee.


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


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



 76
 








9              The Existing Bank:


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


(b)           warrants
to the Transferee that this Transfer Certificate is binding on the Existing
Bank under the laws (i) of England and Wales, (ii) under which the Existing
Bank is incorporated, and (iii) of the jurisdiction in which its lending office
is located; and


(c)           agrees
that it will, at its own expense, execute all and any documents which the
Transferee reasonably requests in order to perfect in any Relevant Jurisdiction
the Transferee’s title by virtue of this Transfer Certificate or for a similar
purpose.


10            By
the execution of this Transfer Certificate on their behalf by the Facility
Agent and in reliance upon the representations and warranties of the
Transferee, each of the Borrowers, the Guarantors, the Bluewater Agent, the
Facility Agent, the Security Trustee, the Banks and each of the other parties to
the Agreement and the Deed of Proceeds and Priorities:


(a)           accept the Transferee
as a party (as a Bank) to the Agreement and the Deed of Proceeds and Priorities
with respect to all rights, interests and obligations which by the terms of the
Agreement, the Deed of Proceeds and Priorities and this Transfer Certificate
will be assumed by the Transferee (including, without limitation, those
provisions in relation to pro-rata sharing and the exclusion of liability on
the part of, and the indemnification of, the Facility Agent and the Security
Trustee) after acceptance (by countersignature) of this Transfer Certificate by
the Facility Agent; and


(b)           expressly agree that
all Encumbrances securing the obligations of any Obligor, and the obligations
and liabilities of the Guarantor under the Facility Guarantee, are each hereby
fully preserved and extended and shall continue in full force and effect
notwithstanding this Transfer Certificate and the transfer hereby contemplated.


11            The
representations, warranties, confirmations, agreements and covenants of the
Transferee in this Transfer Certificate are given to, and for the benefit of,
each of the other parties to the Agreement, the Deed of Proceeds and Priorities
and the other Facility Documents.


12            This
Transfer Certificate is governed by and shall be construed in accordance with
the laws of England and Wales.


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



 77
 








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


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



 78
 








The
Schedule


	
  Contribution

  ($)

  	
   

  	
  Next Rollover Date(s)

  	
   

  	
  Portion

  transferred

  ($)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  ·

  	
   

  	
  ·

  



 


	
  Commitment

  ($)

  	
   

  	
  Next Rollover Date(s)

  	
   

  	
  Portion

  transferred

  ($)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  ·

  	
   

  	
  ·

  	 

							



 


Administrative
Details of Transferee


	
  Lending office:

  
	
   

  
	
  Account for
  payments:

  
	
   

  
	
  Telephone:

  
	
   

  
	
  Fax:

  
	
   

  
	
  Attention:

  
	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  



 



 79
 








 


	
  EXECUTED as a  DEED

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  [Existing Bank]

  	
  )

  
	
  by

  	
  )

  
	
  its duly authorised attorney-in-fact

  	
  )

  
	
  in the presence of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED as a  DEED

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  [Transferee]

  	
  )

  
	
  by

  	
  )

  
	
  its duly authorised attorney-in-fact

  	
  )

  
	
  in the presence of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED as a  DEED

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  [Facility Agent]
  on behalf of itself and

  	
  )

  
	
  each of the Borrowers, the Bluewater Agent,

  	
  )

  
	
  the Guarantors, the Security Trustee

  	
  )

  
	
  and each of the other parties to the

  	
  )

  
	
  Agreement and the Deed of Proceeds

  	
  )

  
	
  and Priorities by

  	
  )

  
	
  its duly authorised attorney-in-fact

  	
  )

  
	
  in the presence of:

  	
  )

  



 



 80















Schedule 7

Credit Agreement
Supplemental Agreement


THIS
CREDIT AGREEMENT SUPPLEMENTAL AGREEMENT is dated
[                            ]
and is made BETWEEN:


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


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


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


WHEREAS:


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


IT IS
HEREBY AGREED as follows:


1                               Definitions


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


[“Additional Account Charges”
means [    ];


“Additional Facility
Documents” means together this Agreement and each [General
Assignment Supplemental Deed and] [Additional Account Charge] [Additional Share
Pledge] and DPP Supplemental Deed;


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


[“Additional Share Pledge”
means [                                                                                           ];]


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



 81
 









2                               Agreement


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


3                               Representations and
warranties


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


4                               Effective Time


The Effective Time shall be the time (as notified by
the Facility Agent to the Bluewater Agent) at which the Facility Agent has
received, in form and substance satisfactory to each of the Facility
Beneficiaries:


(a)                        an
original of each of the Additional Facility Documents, each duly executed by
each of the parties thereto;


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


5                               Additional Borrower


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


IN
WITNESS WHEREOF this Agreement  has
been duly executed by the parties hereto on the date first above written.


	
  Bluewater Agent

  	
   

  
	
   

  	
   

  
	
  SIGNED

  	
   

  
	
  for and on
  behalf of

  	
   

  
	
  BLUEWATER
  ENERGY SERVICES B.V.

  	
   

  
	
  by

  	
   

  
	
  its duly
  authorised attorney-in-fact

  	
   

  



 



 82
 









 


 


	
  Additional Borrower

  	
   

  
	
   

  	
   

  
	
  SIGNED

  	
   

  
	
  for and on
  behalf of

  	
   

  
	
  [     
             
             
             
             
             ]

  	
   

  
	
  by

  	
   

  
	
  its duly
  authorised attorney-in-fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Facility
  Agent

  	
   

  
	
   

  	
   

  
	
  SIGNED

  	
   

  
	
  for and on
  behalf of

  	
   

  
	
  [                                                ]

  	
   

  
	
  by

  	
   

  
	
  its duly
  authorised attorney-in-fact

  	
   

  



 



 83
 









Schedule 8

Mandatory Cost Formulae


1.                                 The
Mandatory Cost is an addition to the interest rate to compensate Banks for the
cost of compliance with (a) the requirements of the Bank of England and/or the
Financial Services Authority (or, in either case, any other authority which
replaces all or any of its functions) or (b) the requirements of the European
Central Bank.


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


3.                                 The
Additional Cost Rate for any Bank lending from an office in a Participating
Member State will be the percentage notified by that Bank to the Facility
Agent.  This percentage will be certified
by that Bank in its notice to the Facility Agent to be its reasonable
determination of the cost (expressed as a percentage of that Bank’s
participation in all Advances made from that office) of complying with the
minimum reserve requirements of the European Central Bank in respect of loans
made from that office.


4.                                 The
Additional Cost Rate for any Bank lending from an office in the United Kingdom
will be calculated by the Facility Agent as follows:


	
  

  	
  per cent. per annum.

  



 


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


5.                                 For
the purposes of this Schedule:


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


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


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


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


6.                                If
requested by the Facility Agent, each Reference Bank shall, as soon as
practicable after publication by the Financial Services Authority, supply to
the Facility Agent, the rate of charge payable by that Reference Bank to the
Financial Services Authority pursuant to the Fees Rules in respect of the
relevant financial year of the Financial Services Authority (calculated for
this purpose by that Reference Bank as being the average of the Fee Tariffs
applicable to that Reference Bank for that financial year) and expressed in
pounds per £1,000,000 of the Tariff Base of that Reference Bank.



 84
 









7.                                 Each
Bank shall supply any information required by the Facility Agent for the
purpose of calculating its Additional Cost Rate.  In particular, but without limitation, each
Bank shall supply the following information on or prior to the date on which it
becomes a Bank:


(a)                                      the
jurisdiction of its lending office; and


(b)                                     any
other information that the Facility Agent may reasonably require for such
purpose.


Each Bank shall
promptly notify the Facility Agent of any change to the information provided by
it pursuant to this paragraph.


8.                                 The
rates of charge of each Reference Bank for the purpose of E above shall be
determined by the Facility Agent based upon the information supplied to it
pursuant to paragraphs 6 and 7 above and on the assumption that, unless a Bank
notifies the Facility Agent to the contrary, each Bank’s obligations in
relation to cash ratio deposits and Special Deposits are the same as those of a
typical bank from its jurisdiction of incorporation with a lending office in
the same jurisdiction as its lending office.


9.                                 The
Facility Agent shall have no liability to any person if such determination
results in an Additional Cost Rate which over or under compensates any Bank and
shall be entitled to assume that the information provided by any Bank or
Reference Bank pursuant to paragraphs 3, 6 and 7 above is true and correct in
all respects.


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


11.                           Any
determination by the Facility Agent pursuant to this Schedule in relation to a
formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a
Bank shall, in the absence of manifest error, be conclusive and binding on all
Obligors and Facility Beneficiaries.


12.                           The
Facility Agent may from time to time, after consultation with the Bluewater
Agent and the Banks, determine and notify to all Obligors and Facility
Beneficiaries any amendments which are required to be made to this Schedule in
order to comply with any change in law, regulation or any requirements from
time to time imposed by the Bank of England, the Financial Services Authority
or the European Central Bank (or, in any case, any other authority which
replaces all or any of its functions) and any such determination shall, in the
absence of manifest error, be conclusive and binding on all Obligors and
Facility Beneficiaries.



 85
 









Schedule 9

Definitions


“Acceleration
Event” means any of the events and circumstances described in
clause 4.3 of the Credit Agreement;


“Acceleration
Notice” means any written notice issued by the Facility Agent to the
Borrowers pursuant to clause 4.4 or clause 10.2 of the Credit
Agreement;


“Acceptable
Bank” means:


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


(b)                       any other
bank or financial institution approved by the Facility Agent acting on the
instructions of the Majority Banks;


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


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


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


“Account
Charges” means the BNV Account Charge, the BOL Account Charge, the
BGD Account Charge, the BUK Account Charge, the BFP Account Charge, the BBH
Account Charge, the BM Account Charge, the LDC Account Charge, the BHB Account
Charge, the PPC Account Charge, the BAM Account Charge, the BEP Account Charge,
the Collection Account Charge and each Additional Account Charge, or, as the
context may require, any of them;


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


“Additional
Assigned Account” means, in relation to any Additional Obligor who
is party to a Payment  Document, that
account or, as the case may be, those accounts of that Additional Obligor with
the Account Bank with that designation or, as the case may be, those
designations and that account number or, as the case may be, those account
numbers each of which is detailed in the Additional Account Charge entered into
between that Additional Obligor and the Security Trustee, and includes any
redesignation and sub-accounts thereof;



 86
 









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


“Additional
Borrower” means any Bluewater Group Member which becomes an
Additional Borrower pursuant to and as contemplated by clause 21.6 of the
Credit Agreement;


“Additional
Guarantor” means any Bluewater Group Member which becomes an
Additional Guarantor pursuant to and as contemplated by clause 8.3.2, 21.7 or
21.9 of the Credit Agreement;


“Additional
Notices of Assignment” means, in relation to any Equipment, any
document which is detailed (as an Additional Notice of Assignment) in any
Credit Agreement Supplemental Agreement or Guarantee Accession Deed which
relates to that Equipment;


“Additional
Obligor” means any Additional Borrower and any Additional Guarantor;


“Additional
Share Pledge” means in relation to any Additional Obligor, each
document (if any) which is detailed (as an Additional Share Pledge) in any
Credit Agreement Supplemental Agreement or Guarantee Accession Deed in relation
to that Additional Obligor;


“Advance”
means the principal amount of each borrowing of a portion of the Commitments
or, as the context may require, the principal amount of that borrowing for the
time being outstanding and includes, for the avoidance of doubt, the Initial
Advance and each Further Advance;


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


“Aggregate
Fair Market Value” means, at any time, the aggregate of the most
recent (at that time) Fair Market Value of the Vessels produced pursuant to
clause 15.2 of the Credit Agreement;


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


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


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



 87
 









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


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


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


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


“Aoka Mizu
Operating Fees” means the monies referred to in paragraph 2 of the
Notice of Assignment issued in respect of the Current Aoka Mizu Nexen Contract,
and in relation to any other Aoka Mizu Contract, any monies of a similar nature
thereto, as agreed between the Bluewater Agent and the Facility Agent (each
acting reasonably);


“Aoka Mizu
Quiet Enjoyment Letter” means the letter(s) of quiet enjoyment most
recently issued by the Facility Agent to the Field Operator of the Aoka Mizu
Contract, in relation to the Aoka Mizu Vessel, in the Agreed Form;


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


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


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


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



 88
 









“Assigned
Account”:


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


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


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


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


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


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


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


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


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


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


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


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


(m)                     of BH, means
the Collection Assigned Account;


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


and means together each
of the foregoing;


“Assigned
Account Documents” means, in relation to any Assigned Account, all
certificates of deposit, deposit receipts and other instruments and securities
relating to that Assigned Account and the Assigned Monies in relation to that
Assigned Account or any of them, and means together all certificates of
deposit, deposit receipts and other instruments and securities relating to each
of the Assigned Accounts and all of the Assigned Monies;


“Assigned
Documents” means, (i) in relation to any Equipment, together each of
the Current Assigned Documents in relation to that Equipment as from time to
time amended, and each New Contract from time to time entered into, in relation
to any thereof, (ii) in relation to the Ettrick Project, each Construction
Contract from time to time entered into, and (iii) each Assigned Hedging
Agreement, and means together all of the foregoing in relation to all of that
Equipment;


“Assigned
Hedging Agreements” means each of the Acceptable Hedging
Arrangements from time to time entered into by any Borrower, and means together
each of those Acceptable Hedging Arrangements;


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



 89
 









interest and other
amounts from time to time payable in respect of, or accruing to, that Assigned
Account, and means together all monies from time to time credited to, and for
the time being standing to the credit of, each of the Assigned Accounts;


“Assigned
Property” of any Obligor, means all of that Obligor’s rights, title,
interest and benefit (present and future, actual and contingent), including
that Obligor’s rights to receive monies and make claims for damages, and any
sales agency and termination rights of that Obligor, in, to, under and pursuant
to:


(a)                        the
Assigned Documents to which that Obligor is a party,


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


(c)                        the
Assigned Account in relation to that Obligor,


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


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


(f)                          the
Insurances,


(g)                       the Requisition
Compensation,


(h)                       the Hedging
Receipts, and


(i)                           all
Assigned Property Proceeds,


“Assigned
Property  Proceeds”
means, in relation to any Equipment, all and any monies, property and other
assets representing or deriving from all or any of the Secured Property in
relation to that Equipment and the Security in relation to that Equipment, but
excludes (for the avoidance of doubt) all and any monies received or recovered
by any Beneficiary which represent Losses paid, suffered or incurred by that
Beneficiary and in respect of which that Beneficiary is entitled, under or
pursuant to any Security Document, to be indemnified by any Obligor;


“Aurelia
Energy” means (i) Aurelia Energy N.V., a company incorporated under
the laws of The Netherlands Antilles, with company number 65489, whose
registered office is at Landhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao,
The Netherlands Antilles, and includes its successors in title and (ii) for the
purposes of the definition of “Operating Leverage” and any other definitions
used or referred to therein, Aurelia Energy N.V. treated on a consolidated
basis with all its Related Companies, as shown at any relevant time in the most
recent financial statements;


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


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



 90
 









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


“BAM Account
Charge” means the account charge entered into or to be entered into
by BAM in favour of the Security Trustee in relation to the BAM Assigned
Account, in the Agreed Form;


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


“BAM Mortgage”
means the mortgage over the Aoka Mizu Vessel executed or, as the context may
require, to be executed by BAM in favour of the Security Trustee, in the Agreed
Form;


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


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


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


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


“BBH Account
Charge” means the account charge entered into or to be entered into
by BBH in favour of the Security Trustee in relation to the BBH Assigned
Account, in the Agreed Form;


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


“BBH Mortgage”
means the mortgage over the Bleo Holm Vessel executed or, as the context may
require, to be executed by BBH in favour of the Security Trustee, in the Agreed
Form;


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



 91
 









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


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


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


“BEP Account
Charge” means the account charge entered into, or to be entered
into, by BEP in favour of the Security Trustee in relation to the BEP Assigned
Account, in the Agreed Form;


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


“BEP Share
Pledge” means the pledge over all of the shares of BEP executed or,
as the context may require, to be executed by BSU in favour of the Security
Trustee, in the Agreed Form,


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


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


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


“BFP Account
Charge” means the account charge entered into or to be entered into
by BFP in favour of the Security Trustee in relation to the BFP Assigned
Account, in the Agreed Form;


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


“BFP Share
Pledge” means the pledge over all of the shares of BFP executed or,
as the context may require, to be executed by BSU in favour of the Security
Trustee, in the Agreed Form;


“BGD”
means Bluewater (Glas Dowr) N.V., a company incorporated under the laws of The
Netherlands Antilles, with company number 73347, and having its legal seat in
Curaçao,



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whose registered office
is at Landhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao, The Netherlands
Antilles;


“BGD Account
Charge” means the account charge entered into or to be entered into
by BGD in favour of the Security Trustee in relation to the BGD Assigned
Account, in the Agreed Form;


“BGD Assigned
Account” means the interest bearing Dollar account of BGD with the
Account Bank designated “BGD Assigned Account” with account number 02.01.42.714,
and includes any redesignation and sub-accounts thereof;


“BGD Mortgage”
means the mortgage over the Glas Dowr Vessel executed or, as the context may
require, to be executed by BGD in favour of the Security Trustee, in the Agreed
Form;


“BGD Share Pledge”
means the pledge over all of the shares of BGD executed or, as the context may
require, to be executed by BGD and BFB in favour of the Security Trustee, in
the Agreed Form;


“BH”
means Bluewater Holding B.V., a company incorporated under the laws of The
Netherlands, with company number 34130587, whose registered office is at
Marsstraat 33, 2132 HR, Hoofddorp, The Netherlands;


“BHB”
means Bluewater (Haewene Brim) N.V., a company incorporated under the laws of
The Netherlands Antilles, with company number 88020, whose registered office is
at Landhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao, The Netherlands
Antilles;


“BHB Account
Charge” means the account charge entered into or to be entered into
by BHB in favour of the Security Trustee in relation to the BHB Assigned
Account, in the Agreed Form;


“BHB Assigned
Account” means the interest bearing Dollar account of BHB with the
Account Bank designated “BHB Assigned Account” with account number 02.00.48.106,
and includes any redesignation and sub-accounts thereof;


“BHB Mortgage”
means the mortgage over the Haewene Brim Vessel executed or, as the context may
require, to be executed by BHB in favour of the Security Trustee, in the Agreed
Form;


“BHB Share
Pledge” means the pledge over all of the shares of BHB executed or,
as the context may require, to be executed by BHB and BFB in favour of the
Security Trustee, in the Agreed Form;


“BI”
means Bluewater International B.V., a company incorporated under the laws of
The Netherlands, with company number 34130590, whose registered office is at
Marsstraat 33, 2132 HR, Hoofddorp, The Netherlands, and includes its successors
in title;


“Bleo Holm
Assigned Documents” means together (i) the Bleo Holm Lease, (ii) the
Bleo Holm Contract, (iii) the Economic Documents to the extent that they relate
to any of the foregoing, and (iv) any Additional Assigned Documents in relation
to the Bleo Holm Vessel, and all references to the Bleo Holm Assigned Documents
include a reference to each or any of them (as the context may require);



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“Bleo Holm
Contract” means (i) the Current Bleo
Holm Talisman Contract, and (ii) all and any other contracts, agreements or
arrangements for the use, chartering or commercial operation of the Bleo Holm
Vessel or any part thereof and any guarantee or other security for the
performance of any of the obligations under any of what is referred to in
paragraphs (i) or (ii) above;


“Bleo Holm
Lease” means (i) the bareboat charter between BBH and BFP in respect
of the Bleo Holm Vessel and (ii) all and any other contract, agreements,
arrangements or charters for the chartering, leasing or bailment of the Bleo
Holm Vessel by the Owner thereof and any guarantee or other security for the
performance of any of the obligations under any of what is referred to in paragraphs
(i) or (ii) above;


“Bleo Holm
Operating Fees” means, in respect of the Current Bleo Holm Talisman
Contract, no monies or payments and, in relation to any other Bleo Holm
Contract, any monies of a similar nature to the monies referred to in the
definition of “Glas Dowr Operating Fees”, as agreed between the Bluewater Agent
and the Facility Agent (each acting reasonably);


“Bleo Holm
Quiet Enjoyment Letter” means the letter(s) of quiet enjoyment most
recently issued by the Facility Agent to the Field Operator of the Bleo Holm
Contract in relation to the Bleo Holm Vessel, in the Agreed Form;


 “Bleo Holm Vessel”
means (i) the vessel m.v. “BLEO HOLM”
registered in The Netherlands Antilles at the port of Willemstad, Curaçao, in
the Ship Register (Scheepsregister)
at the Office of the Registrar of Ship Documents (Kantoor van
de bewaring der Scheepsbewijzen), with registration number
1997-C-1739, which has been converted into an FPSO, and (ii) any and all
Accessories whatsoever allocated to, appropriated for, installed in, attached
to or otherwise relating to that vessel or any part thereof, in each case
whether or not installed in, attached to or on board that vessel, and all
references to the Bleo Holm Vessel include a reference to each or any part
thereof (as the context may require);


“Bluewater
Agent” means BES, acting as agent of each of the Obligors;


“Bluewater
Energy” means Bluewater Energy N.V. (previously called Landis Energy
N.V.), a company incorporated under the
laws of The Netherlands Antilles, with company number 63983, and having its
legal seat in Curaçao, whose registered office is at Landhuis Joonchi,
Kaya Richard J. Beaujon z/n, Curaçao, The Netherlands Antilles;


“Bluewater
Finance” means Bluewater Finance Limited, a company incorporated
under the laws of the Cayman Islands, with company number CR110746, whose
registered office is at Ugland House, PO Box 309, South Church Street, George
Town, Grand Cayman, Cayman Islands;


“Bluewater Group” means together BH, BOPS,
Bluewater Energy and each of the direct and indirect Subsidiaries of BH, but
excluding Bluewater Finance;


“Bluewater
Group Member” means each member of the Bluewater Group;


“Bluewater
Joint Venture” means any joint venture entity, whether a company,
unincorporated firm, undertaking, association, joint venture or partnership or
any other entity in which:



 94
 









(a)                        a
Bluewater Group Member or Aurelia Energy (the “Bluewater JV
Party”) participates or invests with a person other than a Bluewater
Group Member or Aurelia Energy (the “Other JV Party”);
and


(b)                       the
Bluewater JV Party is not able without the agreement or consent of the Other JV
Party to control that joint venture entity by directing its policies and
management, whether by contract or otherwise;


(c)                       such joint
venture does not own or operate Equipment; and


(d)                       save for
the Notes, such joint venture does not guarantee or otherwise secure any Indebtedness
of any other person;


“Bluewater
(Munin) Assigned Documents” means together (i) the Bluewater (Munin)
Lease; (ii) the Bluewater (Munin) Contract, (iii) the Economic Documents to the
extent that they relate to any of the foregoing, and (iv) any Additional
Assigned Documents in relation to the Bluewater (Munin) Vessel, and all
references to the Bluewater (Munin) Assigned Documents include a reference to
each or any of them (as the context may require);


“Bluewater
(Munin) Contract” means (i) the Current Bluewater (Munin) Statoil
Contract, and (ii) all and any other contracts, agreements or arrangements for
the use, chartering or commercial operation of the Bluewater (Munin) Vessel or
any part thereof and any guarantee or other security for the performance of any
of the obligations under any of what is referred to in paragraphs (i) or (ii)
above;


“Bluewater
(Munin) Lease” means (i) the bareboat charter entered into between
BM and LDC in relation to the Bluewater (Munin) Vessel, and (ii) all and any
other contracts, agreements, arrangements or charters for the chartering,
leasing or bailment of the Bluewater (Munin) Vessel by the Owner thereof and any
guarantee or other security for the performance of any of the obligations under
any of what is referred to in paragraphs (i) or (ii) above;


“Bluewater
(Munin) Operating Fees” means the monies referred to in paragraph 4
of the Notice of Assignment issued in respect of the Current Bluewater (Munin)
Statoil Contract, and in relation to any other Bluewater (Munin) Contract, any
monies of a similar nature thereto, as agreed between the Bluewater Agent and
the Facility Agent (each acting reasonably);


“Bluewater (Munin)
Quiet Enjoyment Letter” means the letter of quiet enjoyment most
recently issued by the Facility Agent, to the Field Operator of the Bluewater
(Munin) Contract, in relation to the Bluewater (Munin) Vessel, in the Agreed
Form;


“Bluewater
(Munin) Vessel” means (i) the vessel m.v. “MUNIN”
registered in The Netherlands Antilles at the port of Willemstad, Curaçao, in
the Ship Register (Scheepsregister)
at the Office of the Registrar of Ship Documents (Kantoor van
de bewaring der Scheepsbewijzen), with registration number
2001-C-1693, which has been converted into an FPSO, and (ii) any and all
Accessories whatsoever allocated to, appropriated for, installed in, attached
to or otherwise relating to that vessel or any part thereof, in each case
whether or not installed in, attached to or on board that vessel, and all
references to the Bluewater (Munin) Vessel include a reference to each or any
part thereof (as the context may require);



 95
 









“Bluewater
Rights” means, in relation to the Secured Property in relation to
any Equipment, all of the rights, title, benefit and interest (present and
future, actual and contingent) of any of the Obligors in and to that Secured
Property;


“BM”
means Bluewater (Munin) N.V., a company incorporated under the laws of The
Netherlands Antilles, with company number 87273, whose registered office is at
Landhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao, The Netherlands
Antilles;


“BM Account
Charge” means the account charge entered into or to be entered into
by BM in favour of the Security Trustee in relation to the BM Assigned Account,
in the Agreed Form;


“BM Assigned
Account” means the interest bearing Dollar account of BM with the
Account Bank designated “BM Assigned Account” with account number 02.00.45.611,
and includes any redesignation and sub-accounts thereof;


“BM Mortgage”
means the mortgage over the Bluewater (Munin) Vessel executed or, as the
context may require, to be executed by BM in favour of the Security Trustee, in
the Agreed Form;


“BM
Share Pledge” means the pledge over all
of the shares of BM executed or, as the context may require, to be executed by
BM and BFB in favour of the Security Trustee, in the Agreed Form;


“BML”
means Bluewater (Malta) Limited, a company incorporated under the laws of
Malta, with company number C21528, whose registered office is at 48, Sqaq Nr.
2, Triq ix-Xatt, Pieta’ MSD 08, Malta;


“BNV”
means Bluewater Offshore Production Systems N.V., a company incorporated under the laws of The Netherlands Antilles,
with company number 63981, and having its legal seat in Curaçao, whose
registered office is at Landhuis Joonchi, Kaya Richard J. Beaujon z/n,
Curaçao, The Netherlands Antilles;


“BNV Account
Charge” means the account charge entered into or to be entered into
by BNV in favour of the Security Trustee in relation to the BNV Assigned
Account, in the Agreed Form;


“BNV Assigned
Account” means the interest bearing Dollar account of BNV with the
Account Bank designated “BNV Assigned Account” with account number 02.00.59.213
and includes any redesignation and sub-accounts thereof;


“BNV Mortgage”
means the mortgage over the Uisge Gorm Vessel executed or, as the context may
require, to be executed by BNV in favour of the Security Trustee, in the Agreed
Form;


“BNV Share
Pledge” means the pledge over all of the shares of BNV executed or,
as the context may require, to be executed by BNV and BFB in favour of the
Security Trustee, in the Agreed Form;


“BOL”
means Bluewater Operations (UK) Limited, a
company incorporated under the laws of England and Wales, with company number
2982172, whose registered office is at 15 Appold Street, London EC2A
2HB, England;



 96
 









“BOL Account
Charge” means the account charge entered into or to be entered into
by BOL in favour of the Security Trustee in relation to the BOL Assigned Account,
in the Agreed Form;


“BOL Assigned
Account” means the interest bearing Dollar account of BOL with the
Account Bank designated “BOL Assigned Account” with account number 02.00.22.425,
and includes any redesignation and sub-accounts thereof;


“BOL Share
Pledge” means a pledge over all the shares of BOL executed or, as
the context may require, to be executed by BSU in favour of the Security
Trustee, in the Agreed Form;


“BOPS” means Bluewater Offshore Production Systems Limited, a
company incorporated under the laws of Malta, with company number C32259, whose
registered office is at 48, Sqaq Nru. 2, Triq ix-Xatt, Pieta’, MSD 08, Malta,
and includes its successors in title;


“BOPS Share Pledge” means the pledge over all of the shares
of BOPS executed or, as the context may require, to be executed by Bluewater
Energy and Aurelia Energy in favour of the Security Trustee, in the Agreed Form
or, upon the liquidation of Bluewater Energy as contemplated in clause 7.2 of
the Facility Guarantee, Aurelia Energy in favour of the Security Trustee, in
the Agreed Form;


“Borrowers”
means together BH, BES, BAM and any Additional Borrower, and all references to
the Borrowers include a reference to each or any of them (as the context may
require);


“Break Costs”
means the amount (if any) by which:


(a)                        the
interest which a Bank would have received for the period from the date of
receipt of all or any part of its participation in an Advance or other amount
owing to the Banks to the last day of the then current Interest Period in
respect of that Advance or amount, had the principal amount or owed amount
received been paid on the last day of that Interest Period; exceeds


(b)                       the amount
which that Bank would be able to obtain by placing an amount equal to the
principal amount or owed amount received by it on deposit with a leading bank
in the London Interbank Market for period starting on the Banking Day following
receipt or recovery and ending on the last day of the current Interest Period.


“BSU”  means Bluewater Services (UK) Limited, a company
incorporated under the laws of England and Wales, with company number 3253206,
whose registered office is at 15 Appold Street, London EC2A 2HB, England;


“BUK” means Bluewater (UK) Limited, a company incorporated
under the laws of England and Wales, with company number 3138155, whose
registered office is at 15 Appold Street, London EC2A 2HB, England;


“BUK Account
Charge” means the account charge entered into or to be entered into
by BUK in favour of the Security Trustee in relation to the BUK Assigned Account,
in the Agreed Form;



 97
 









“BUK Assigned
Account” means the interest bearing Dollar account of BUK with the
Account Bank designated “BUK Assigned Account” with account number 02.00.29.020,
and includes any redesignation and sub-accounts thereof;


“BUK Share
Pledge” means the pledge over all of the shares of BUK executed or,
as the context may require, to be executed by BSU in favour of the Security
Trustee, in the Agreed Form;


“Cash
Equivalent Investment” means at any time:


(a)                        certificates
of deposit maturing within one (1) year after the relevant time and issued by
an Acceptable Bank;


(b)                       any
investment in marketable debt obligations issued or guaranteed by the
government of the United States of America, the United Kingdom, any
Participating Member State or by an instrumentality or agency of any of them
having an equivalent credit rating, maturing within one year after the relevant
time and not convertible or exchangeable to any security;


(c)                        commercial
paper not convertible or exchangeable to any other security:


(i)                           for
which a recognised trading market exists;


(ii)                        issued by
an issuer incorporated in the United States of America, the United Kingdom or
any Participating Member State;


(iii)                     which matures
within one (1) year after the relevant time; and


(iv)                    which has a
credit rating of either A-1 or higher by Standard & Poor’s Rating Services
or Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited, or,
if no rating is available in respect of the commercial paper, the issuer of
which has, in respect of its long-term unsecured and non-credit enhanced debt
obligations, an equivalent rating;


(d)                       any
investment accessible within thirty (30) days in money market funds which have
a credit rating of either A-1 or higher by Standard & Poor’s Rating
Services or Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services
Limited and which invest substantially all their assets in securities of the
types described in paragraphs (a) to (c) above), or


(e)                        any other
debt security approved by the Majority Banks,


in each case, to which
any Bluewater Group Member or Aurelia Energy is beneficially entitled at that
time and which is not issued or guaranteed by any Bluewater Group Member or
Aurelia Energy or subject to any Encumbrance (other than one arising under the
Facility Documents);


“Casualty
Amount” means the sum of ten million Dollars ($10,000,000);


“Cessation
Date” has the meaning ascribed thereto in clause 2.7.7(a) of the
Credit Agreement;



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“Cessation
Period” has the meaning ascribed thereto in clause 2.7.7(c) of the
Credit Agreement’


“Classification”
means, in relation to any Vessel, the classification of that Vessel with the
classification society in relation to that Vessel or such other classification
as the Security Trustee may agree in writing shall be treated as the
Classification in relation to that Vessel for the purposes of the Security
Documents;


“classification
society” means Det norske Veritas or Lloyds Register of Shipping or
such other classification society of equivalent standing as may from time to
time be approved in writing by the Security Trustee;


“Closing”
means the time at which the Initial Advance is made;


“Closing Date”
means the date on which Closing occurs;


“Collateral
Instruments” means notes, bills of exchange, certificates of deposit
and other negotiable and non-negotiable instruments, guarantees, indemnities
and other assurances against financial loss and any other documents or
instruments which contain or evidence an obligation (with or without security)
to pay, discharge or be responsible directly or indirectly for any indebtedness
or liabilities of any person and includes any documents or instruments creating
or evidencing an Encumbrance;


“Collection
Account Charge” means the account charge entered into or to be
entered into by BH in favour of the Security Trustee in relation to the
Collection Assigned Account, in the Agreed Form;


“Collection
Assigned Account” means the interest bearing Dollar account of BH
with the Account Bank designated “Collection Assigned Account” with account
number 02.01.42.722, and includes any redesignation and sub-accounts thereof;


“Commitment”
of any Bank means the amount set out opposite that Bank’s name in
schedule 1 to the Credit Agreement or, in the case of any Bank which is a
Transferee, the amount of any Commitment transferred to it under the Credit
Agreement, in each case as cancelled, reduced or transferred by it pursuant to any
relevant provision of the Credit Agreement, and means together at any time the
aggregate of all such amounts in relation to all of the Banks at that time;


“Completion”
means, in relation to the Ettrick Project, any New Unit, Unit Project or
Speculative Unit, the date on which its owner or operator becomes contractually
entitled to receive EBITDA in relation thereto;


“Compulsory Acquisition” means, in relation to any Equipment,
requisition of title or other compulsory acquisition, requisition,
appropriation, expropriation, deprivation, forfeiture or confiscation for any
reason of that Equipment by any Government Entity or other competent authority,
whether de jure or de facto, but excludes requisition for use or hire not
involving requisition of title;


“Constitutive
Documents” means, in relation to any company incorporated under the
laws of England and Wales, that company’s Certificate of Incorporation and
Memorandum and



 99
 









Articles of
Association and, in relation to any person incorporated or otherwise
constituted other than under the laws of England and Wales, those documents
having equivalent status and effect in the jurisdiction in which that person is
so incorporated or otherwise constituted;


“Construction”
means, in relation to any Equipment or Speculative Unit, the construction,
supply, design, conversion, or installation of that Equipment or Speculative
Unit (but not, for the avoidance of doubt, any repair of that Equipment or
modification of that Equipment necessary in order to make that Equipment comply
with the requirements of any Current Contract in relation to that Equipment);


“Construction Contracts” means all material contracts (present
or future) relating to the Construction of the Ettrick Project;


“Construction Period” means any period during which the
Ettrick Project, any Unit Project, any New Unit or any Speculative Unit is
under Construction (and terminating on Completion thereof) and, at any time,
means the period during which it is at that time anticipated that the Ettrick
Project, the relevant Unit Project, the relevant New Unit or, as the case may
be, the relevant Speculative Unit will continue to be under Construction;


“Contract”
means (i) in relation to the Uisge Gorm Vessel, the Uisge Gorm Contract, (ii)
in relation to the Glas Dowr Vessel, the Glas Dowr Contract, (iii) in relation
to the Bleo Holm Vessel, the Bleo Holm Contract, (iv) in relation to the
Bluewater (Munin) Vessel, the Bluewater (Munin) Contract, (v) in relation to
the Haewene Brim Vessel, the Haewene Brim Contract, (vi) in relation to the
Aoka Mizu Vessel, the Aoka Mizu Contract, in each case as from time to time
amended, and each New Contract from time to time entered into replacing,
substituting, novating, transferring or amending in any material respect
thereof, and means together each of the foregoing;


“Contribution”
means, in relation to any Bank at any time, the principal amount of the Credit
owing to that Bank;


“Core
Business” means any activity, asset or investment relating to the
single point mooring business or the FPSO/FSO business, including the
Construction, sale, lease and operation of such systems and, for the avoidance
of doubt, includes investments in trading tankers if any such investment is
made with the intention of converting the relevant tanker into an FPSO or FSO;


“Cost
Over-Run” has the meaning ascribed thereto in clause 2.6.2 of the
Credit Agreement;


“Credit”
means, at any time, the aggregate amount of all Advances as at that time;


“Credit
Agreement” means the revolving credit facility agreement for an
amount of up to eight hundred and fifty million Dollars ($850,000,000) entered
into between the Borrowers, the Arranger, the Banks, the Facility Agent,  the Security Trustee and the Bluewater Agent;


“Credit
Agreement Supplemental Agreement” means any credit agreement
supplemental agreement entered into between the Bluewater Agent, a Bluewater
Group Member and the Facility Agent pursuant to the provisions of the Credit
Agreement, and means together each such credit agreement supplemental
agreement;



 100















“Cure Payment”
means each amount paid by the Facility Beneficiaries (or any of them) to cure
any breach of, or failure to comply with, the obligations and liabilities (or
any of them) of any Obligor under and pursuant to the Transaction Documents but
excludes any such amount paid to cure any non-payment by any of the Borrowers
of any amount of principal, interest or fees due by the Borrowers under the
Credit Agreement;


“Current Assigned Documents”
means (i) in relation to the Uisge Gorm Vessel, the Uisge Gorm Assigned
Documents, (ii) in relation to the Glas Dowr Vessel, the Glas Dowr Assigned
Documents, (iii) in relation to the Bleo Holm Vessel, the Bleo Holm Assigned
Documents, (iv) in relation to the Bluewater (Munin) Vessel, the Bluewater
(Munin) Assigned Documents, (v) in relation to the Haewene Brim Vessel, the
Haewene Brim Assigned Documents, and (vi) in relation to the Aoka Mizu Vessel,
the Aoka Mizu Assigned Documents;


“Current Aoka Mizu Nexen
Contract” means the agreement made effective on 27 February 2006 and
made between Nexen and BEP for the provision and operation of a floating
production storage and off-loading vessel for the Ettrick field in relation to
the Aoka Mizu Vessel as such agreement has been amended to date by the
documents attached to the Amendments Certificate in relation to that Current
Contract together with each other deed, document, agreement and other
instrument entered into to date under, pursuant to or in connection with such
agreement;


“Current Bleo Holm Talisman
Contract” means the agreement dated 30 November 2005 and made
between Talisman and BFP for the bareboat charter of a floating production
storage and off-loading vessel for the Ross field in relation to the Bleo Holm Vessel as such agreement has been
novated and amended to date by the documents attached to the Amendments
Certificate in relation to that Current Contract together with each other deed,
document, agreement and other instrument entered into to date under, pursuant
to or in connection with such agreement;


“Current Bluewater (Munin)
Statoil Contract” means, as the context may require, each or any of
contract no.ANS022731 dated 24th September, 1996 and contract no.SC05005A dated
5th April, 2005, in each case entered into between Statoil and LDC and contract
no.SC05005B dated 5th April 2005 entered into between Statoil and BES, each
such contract being in relation to the operation of the Bluewater (Munin)
Vessel,  as any such agreement has
been amended to date by the documents attached to the Amendments Certificate in
relation to that Current Contract together with each other deed, document,
agreement and other instrument entered into to date under, pursuant to or in
connection with such agreement;


“Current Contract”
means (i) in relation to the Uisge Gorm Vessel, the Current Uisge Gorm AH
Contract, (ii) in relation to the Glas Dowr Vessel, the Current Glas Dowr
PetroSA Contract, (iii) in relation to the Bleo Holm Vessel, the Current Bleo
Holm Talisman Contract, (iv) in relation to the Bluewater (Munin) Vessel, the Current
Bluewater (Munin) Statoil Contract, (v) in relation to the Haewene Brim Vessel,
the Current Haewene Brim Enterprise Contract, (vi) in relation to the Aoka Mizu  Vessel, the Current Aoka Mizu Nexen Contract;


“Current
Glas Dowr PetroSA Contract” means the
contract for the provision and operation of floating production, storage and
off-loading facilities for Sable Field Development dated 12 June 2001 and
entered into between PetroSA and BUK in
relation to the Glas Dowr Vessel as such agreement has been amended to
date by the documents attached to the Amendments Certificate in relation to
that Current Contract, together with each other deed, document,



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agreement and other instrument entered into to date
under, pursuant to or in connection with such agreement;


“Current Haewene Brim
Enterprise Contract” means contract no.97.22.02 dated 9 September,
1997, and entered into between Den Norske Oljeselskap A.S. (“Den Norske”) and Enterprise in relation to the operation of
the Haewene Brim Vessel, as novated by an agreement dated 8 September 1998, and
entered into between Den Norske, PPC, and Enterprise, and as supplemented and
amended by a letter agreement dated 22 December, 1999, and entered into between
PPC and Enterprise, as such agreement has been amended to date, by the
documents attached to the Amendments Certificate in relation to that Current
Contract together with each other deed, document, agreement and other
instrument entered into to date under, pursuant to or in connection with such
agreement;


“Current  Uisge Gorm AH Contract” means the agreement for a floating
production, storage and offtake facility dated 25th March, 1994 and originally
made between BOPS and AHL in relation to the Uisge Gorm Vessel as such
agreement has been amended to date by the documents attached to the Amendments
Certificate in relation to that Current Contract, together with each other
deed, document, agreement and other instrument entered into to date under,
pursuant to or in connection with such agreement;


“Deed of Proceeds and Priorities”
means the trust deed and deed of proceeds and priorities referring to the
Credit Agreement entered into between the Beneficiaries, the Original Obligors
and the Bluewater Agent, in the Agreed Form;


“Default” means
any Facility Event or any event or circumstance which with the giving of
notice, lapse of time, determination of materiality or the satisfaction of any
other condition (or any combination thereof) would constitute a Facility Event;


“Default Rate”
means, at any time and in relation to any period and any amount, the rate per
annum which is the aggregate of (i) LIBOR at that time in relation to that
period, (ii) the Margin applicable at that time in relation to that amount,
(iii) the Mandatory Cost (if any) applicable at that time in relation to that
amount and (iv) two per cent. (2%);


“Determination Date”
has the meaning ascribed thereto in clause 2.6.2(a) of the Credit Agreement;


“Determination Period”
has the meaning ascribed thereto in clause 2.6.2(b) of the Credit Agreement;


“dispose” means
to  sell, transfer, assign or discount, or
otherwise dispose of or deal with, or otherwise cease to exercise direct
control over (or attempt, purport or agree to any of the same), and “disposal” and “disposed” shall
be construed accordingly;


“Dollars”
and “$” mean the lawful currency of the
United States of America and in respect of all payments to be made mean funds
which are for same day settlement in the New York Clearing House Interbank
Payments System (or such other U.S. dollar funds as may at the relevant time be
customary for the settlement of international banking transactions denominated
in U.S. dollars);



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“DPP Applicable Rate”
means, in relation to any amount of interest, the rate quoted by the Facility
Agent as the rate at which it is offering six month Dollar deposits to prime
banks in the London Interbank Market at or about 11.00 a.m. on the first day on
which that interest is to accrue or, if that day is not a Banking Day, on the
next succeeding Banking Day;


“DPP Supplemental Deed”
means any supplemental deed entered into between the Security Trustee and an
Additional Obligor (who is not an original party to the Deed of Proceeds and
Priorities) pursuant to clause 16.8 of the Deed of Proceeds and
Priorities;


“Drawdown Date”
means a date on which one or more of the Borrowers draws down a portion of the
Commitments pursuant to clause 2.5 of the Credit Agreement;


“Drawdown Notice”
means a notice in substantially the form and terms of schedule 2 to the
Credit Agreement;


“Dutch Exemption Regulation”
means the Exemption Regulation pursuant to the Act on the Supervision of the
Credit Systems 1992 (Vrijstellingsregeling Wet toezicht kredietwezen 1992), as
amended from time to time;


“Earnings”  means, in relation to any Equipment, all monies whatsoever
from time to time due or payable to any person arising out of or otherwise in
connection with the use or operation of that Equipment or any part thereof
including (without limitation) all freight, hire and passage monies, monies
arising under any contract or other agreement or arrangement with any operator
(including, without limitation, the Contract in relation to that Equipment),
income arising under any pooling arrangements, compensation payable as a result
of, or otherwise in connection with, the requisition of that Equipment for
hire, remuneration for salvage and towage services, demurrage and detention
monies, and all damages for breach, and all payments for, or otherwise in
connection with, any variation or termination of any charterparty, contract or
other agreement or arrangement in respect of, or otherwise in connection with,
the employment of that Equipment (including, without limitation, the Contract
in relation to that Equipment);


“EBITDA”
has the meaning given to it in, and shall be calculated using the same
methodology as produced the figure for EBITDA set out in, the Form 20-F filed
for Aurelia Energy in relation to the Notes with the United States Securities
and Exchange Commission most recently on or prior to the date of the Credit
Agreement, or such other meaning as may be agreed by the Facility Agent and the
Bluewater Agent after the date of the Credit Agreement;


“Economic Agency Agreement”
means the document entitled “agency agreement” dated 16 May 2000 and originally
entered into between Aurelia Energy, as agent, and Bluewater Energy, BOPS, BML,
BNV, BBH, BGD, BNH and BELL, as amended and supplemented from time to time;


“Economic Assignment
Agreement” means the document entitled “assignment agreement of the
rights against Bluewater Holding B.V.” originally entered into between
Bluewater Energy, BOPS, BML, BBH, BNV, BGD, BNH and BELL, and Aurelia Energy,
as assignee, as amended and supplemented from time to time;



 103
 









“Economic Documents”
means together the Economic Sale Agreement, the Economic Agency Agreement, the
Economic Assignment Agreement and the Economic Loan Agreement, and “Economic Document” means all or any of them (as the context
may require);


“Economic Loan Agreement”
means the document entitled “subordinated loan agreement” and dated May 2000,
entered into between BH, as borrower, and Aurelia Energy, as lender;


“Economic Sale Agreement”
means the agreement entitled “sale and purchase of the economic entitlement to
the assets of the Aurelia Energy Group” entered into between BH, as buyer, and
Aurelia Energy, as seller;


“Encumbrance”  means:


(a)                        any
right of ownership,


(b)                       any
right of retention of title,


(c)                        any
right of possession, detention, charter or other bailment,


(d)                       any
right of attachment, levy, claim or proceeding,


(e)                        any
statutory right in rem,


(f)                          any
mortgage, charge (whether fixed or floating), pledge, lien, hypothecation or
assignment,


(g)                       any
trust arrangement,


(h)                       any
right of set-off (other than any right of set-off arising in favour of a banker
or any other person by operation of law which has not been exercised),


(i)                           any
other security interest, encumbrance or lien of any kind securing any
obligation of any person,


(j)                           any
other type of preferential arrangement (including, without limitation, title
transfer and/or retention arrangements having a similar effect), any other
agreement or any other arrangement which has the effect of creating a security
interest, encumbrance or lien of any kind securing any obligation of any
person,


in each case, whatsoever, howsoever and wheresoever
created or arising;


“Enforcement Event”
means the issue by the Facility Agent of any Acceleration Notice;


“Enterprise”
means Enterprise Oil Limited, a company incorporated under the laws of England,
with company number 1682048, whose registered office is at 8 York Road, London
SE1 7NA, England;


“Environmental Affiliate”
means any agent or employee of any Bluewater Group Member or any Related
Company of any Bluewater Group Member;



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“Environmental Approval”
means any and all consents, authorisations, licences or approvals of any
Government Entity required under any Environmental Law applicable to the
Relevant Equipment or any part thereof or to the operation of, or the carriage
of cargo and/or passengers on, or the provision of goods and/or services on or
from, the Relevant Equipment or any part thereof;


“Environmental Claim”
means any and all enforcement, clean-up, removal or other regulatory actions or
orders instituted or completed by any Government Entity under or pursuant to
any Environmental Law or any Environmental Approval together with claims made
by any third party relating to damage, contribution, loss or injury resulting
from any Spill from the Relevant Equipment or any part thereof;


“Environmental
Incident” means any Spill:


(a)                        from
any Relevant Equipment; or


(b)                       from any
other vessel in circumstances where:


(1)                        any
Relevant Equipment or its owner, operator or manager may be liable to
Environmental Claims arising from the Spill (other than Environmental Claims
arising and fully satisfied before the date of the Credit Agreement); and/or


(2)                        any
Relevant Equipment may be arrested in connection with any such Environmental
Claims;


“Environmental Law”
means any and all national, international and state laws, rules, regulations,
treaties and conventions applicable to the Relevant Equipment or any part
thereof pertaining to the pollution or protection of human health or the
environment including, without limitation, the carriage of Materials of
Environmental Concern and any actual or threatened emission, spill, release or
discharge of a Material of Environmental Concern;


“Equipment”
means together the Vessels, unless and to the extent disposed of in accordance
with the provisions of the Credit Agreement, and all references to the
Equipment include a reference to each or any part thereof (as the context may
require);


“Equipment Proceeds”
means, in relation to any Equipment, all and any Final Disposition Proceeds,
Requisition Compensation and Total Loss Proceeds, in each case in relation to
that Equipment, but excludes (for the avoidance of doubt) all and any monies
received or recovered by any Beneficiary which represent Losses paid, suffered
or incurred by that Beneficiary and in respect of which that Beneficiary is
entitled, under or pursuant to any Transaction Document, to be indemnified by
any Bluewater Group Member;


“Equipment Rights”
means, of any person, all rights, title, benefit and interest of that person in
and to any Equipment including, without prejudice to the generality of the
foregoing, any such rights, title, benefit, interest of that person in and to
any Equipment pursuant to any Transaction Document;


“Escrow Agreement”
means the escrow agreement dated on or about the date of the Credit Agreement
between certain of the parties to the Facility Documents;



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“Etrrick Allowance”
means fifty per cent (50%) of any amount by which the final Project Cost of the
Ettrick Project falls below the aggregate of (a) the amount which was projected
in the Initial Budget relating to the Ettrick Project as the final Project Cost
of the Ettrick Project, and (b) one hundred million Dollars ($100,000,000);


“Ettrick Project”
means the Construction of an FPSO utilising the Aoka Mizu Vessel, and the
subsequent operation of that Equipment on the Ettrick oilfield offshore the
United Kingdom under the Current Aoka Mizu Nexen Contract with an expected
Project Cost of four hundred and fifty million Dollars ($450,000,000);


“Event of Default”
means any of the events and circumstances described in clause 10.1 of the
Credit Agreement;


“Excess Debt” means all or any part of any
Financial Indebtedness (other than Project Finance Indebtedness and
Subordinated Amounts):


(a)                        that
has been incurred by Aurelia Energy in relation to any Speculative Unit for the
purpose of its acquisition or Construction; and


(b)                       which
exceeds 125% of the expected Qualifying Contract Cash Flow for that Speculative
Unit;


“excess risks”
means, in relation to any part of the Equipment, the proportion (if any) of
claims for general average, salvage and salvage charges and under the ordinary
collision clause in relation to the Insurances which are not recoverable
as a consequence of the value at which that Equipment is assessed for the
purpose of such claims exceeding that Equipment’s insured value;


“Exchange Rate”
means, in relation to any person and any amount which is to be converted into
or out of Dollars on any date, the spot rate of exchange at which that person
could in the ordinary course of business purchase or, as the case may be, sell
Dollars with or, as the case may be, for that amount in the London Foreign
Exchange Market at or about 11.00 a.m. on that date for delivery two (2)
Banking Days after that date;


“Excluded Subsidiary”
means at any time (i) each Bluewater Group Member which is listed in Schedule
11 of the Credit Agreement and which has not been removed from that Schedule by
the operation of paragraph 2 of that Schedule, and (ii) any Subsidiary of any
Bluewater Group Member or Aurelia Energy created or acquired after the date of
the Credit Agreement:


(a)                        which
at that time (i) has a tangible net worth, determined by reference to financial
statements in relation to that Subsidiary produced in respect of the relevant
accounting period, of less than one million Dollars ($1,000,000) or (ii) has no
obligations and liabilities, actual or contingent and whether as principal or
surety, pursuant to or in connection with the Notes; and


(b)                       which
at that time does not hold any of the issued share capital of any Obligor, and


(c)                        which
is not a Principal Obligor,


provided however if the aggregate of (A) the annual
EBITDA (calculated by reference to each relevant Subsidiary only) of all
Subsidiaries which fall within the provisions of paragraph (a)(i) 



 106
 









of this definition exceeds one million Dollars
($1,000,000), or (B) the total assets of all Subsidiaries which fall within the
provisions of paragraph (a)(i) of this definition exceeds twenty-five million
Dollars ($25,000,000), one or more of those Subsidiaries, as is necessary to
ensure that neither of the limits set out in this proviso are exceeded, shall
cease to be Excluded Subsidiaries;


“Existing RCF Agreement”
means the six hundred million Dollar ($600,000,000) revolving credit facility
agreement dated 15 January 2002, as amended, supplemented and restated from
time to time and made between (amongst others) certain of the parties hereto;


“Expenses”
means, at any time, the aggregate at that time of:


(a)                        all
Losses suffered, incurred or paid by any Beneficiary in relation to any
Equipment or any Receiver in connection with the exercise of the rights,
remedies and powers granted by, referred to in or otherwise contemplated by the
Security Documents in relation to that Equipment or which are otherwise payable
under any provision of the Security Documents in relation to that Equipment;
and


(b)                       interest
on all such Losses calculated in accordance with clause 5.2 of the Credit
Agreement or any provision of similar effect and relevant application in any
other Facility Document,


but only to the extent that those Losses have been
suffered, incurred or paid with the prior written approval of the Security
Trustee;


“Facility Agent”
means ING Bank N.V., a company incorporated under the laws of The Netherlands,
or such other person as may at the relevant time have been appointed, and be
acting, as facility agent pursuant to clause 22 of the Credit Agreement;


“Facility Agent Account”
means the Dollar account of the Facility Agent with JP Morgan Chase, New York,
with account number 001-1-643293, and includes any redesignation thereof;


“Facility Amount”
means the principal amount of eight hundred and fifty million Dollars
($850,000,000), as (i) reduced on each Repayment Date by the Reduction Amount
for that Repayment Date, and (ii) from time to time reduced pursuant to any of
clauses 2.7, 4.4 and 10.2 of the Credit Agreement;


“Facility Beneficiaries”
means together the Banks, the Security Trustee, the Facility Agent and the
Arranger, and all references to the Facility Beneficiaries include a reference
to each or any of them (as the context may require);


“Facility Documents”
means together the Deed of Proceeds and Priorities, the Credit Agreement, the
Facility Guarantee, the General Assignment, each Mortgage, each Share Pledge,
each Account Charge, each Quiet Enjoyment Letter, the Norwegian Charge, the
Notices of Assignment, each Additional Notice of Assignment, each Credit
Agreement Supplemental Agreement, each General Assignment Supplemental Deed,
each DPP Supplemental Deed, each Guarantee Accession Deed, each Further
Assurance Deed, each Drawdown Notice and the Escrow Agreement in each case, as
from time to time amended, together with each New Contract in relation to any
of the foregoing, and each other deed,



 107
 









document, agreement or instrument which the parties
thereto agree, with the consent of the Majority Banks, is to be a Facility
Document;


“Facility Event”
means the occurrence of any Event of Default or any Acceleration Event;


“Facility Guarantee”
means the deed of guarantee and indemnity between the Guarantors and the
Security Trustee, in the Agreed Form;


“Facility Guarantee
Obligations” means the obligations and liabilities of each of the
Guarantors under and pursuant to clause 3 of the Facility Guarantee;


“Facility Liabilities”
means, at any time, the Outstanding Indebtedness at that time;


“Facility Obligations”
means all monies, obligations and liabilities from time to time owing or
payable, undertaken, incurred or assumed by any Borrower to or in favour of the
Facility Beneficiaries (or any of them) under or pursuant to the Credit
Agreement and all other monies, obligations and liabilities from time to time
owing or payable, undertaken, incurred or assumed by any Obligor to or in
favour of the Facility Beneficiaries (or any of them) under or pursuant to any
other Transaction Document;


“Facility Proceeds”
means all and any monies, property and other assets representing or deriving
from all or any of the Facility Property, but excludes (for the avoidance of
doubt) all and any monies received or recovered by any Facility Beneficiary
which represent Losses paid, suffered or incurred by that Facility Beneficiary
and in respect of which that Facility Beneficiary is entitled, under or
pursuant to any Facility Document, to be indemnified by any Bluewater Group
Member;


“Facility Property”
means, in each case during the Facility Security Period, (i) the security,
powers, rights (including, without limitation, the rights to receive monies and
make claims for damages), remedies, title, benefit (including, without
limitation, the benefit of all covenants, undertakings, guarantees, agreements,
representations, warranties, obligations and liabilities) and interests
(present and future, actual and contingent) constituted by, or conferred under
or pursuant to, the Facility Guarantee and all and any notices,
acknowledgements and undertakings given in connection with the Facility
Guarantee (whether from Aurelia Energy or any other person), (ii) all monies,
property and other assets paid, transferred, vested, received or recovered to,
in or by any person (including, without limitation, any Facility Beneficiary,
any agent of any Facility Beneficiary or any Receiver) pursuant to the
enforcement or exercise of, or in respect of, all or any of that security,
title and benefit and those powers, rights, remedies and interests, and (iii)
all monies, property and other assets at any time representing or deriving from
any of the foregoing, including all investments, interest, income and other
amounts at any time received or receivable in respect of, or otherwise in
connection with, the same (or any part thereof);


“Facility Rights”
means in relation to the Secured Property in relation to any Equipment, all of
the rights, title, benefit and interest (present and future, actual and
contingent) of each of the Facility Beneficiaries in and to that Secured
Property;


“Facility Security Period”
means the period commencing on the date hereof and terminating on the date on
which those Secured Obligations which are owed to or in favour of the Facility
Beneficiaries (or any of them) have been paid, repaid, satisfied, performed and
discharged in



 108
 









full (and notwithstanding payment of a dividend in any
liquidation or under any compromise or arrangement);


“Fair Market Value”
means, at any time and in relation to any Equipment, the fair market value of
that Equipment determined on the basis of a willing buyer and willing seller
and taking into account the Contract (if any) to which that Equipment is then
subject as determined most recently (at or prior to that time) in accordance with
Clause 15.2 of the Credit Agreement;


“Field Operator”
means any person (other than any Obligor) who is a party to a Contract, and
means together each such person;


“Final Disposition”
of any Equipment (or any part thereof) means the sale by the Owner in relation
to that Equipment against immediate payment in cash or for other consideration,
whether through an agent on its behalf or otherwise, of all its right, title
and interest in and to that Equipment (or the relevant part) on terms that such
right, title and interest will only pass to the purchaser on payment in full of
that cash or other consideration;


“Final
Disposition Proceeds” means, in relation to any Equipment, the
aggregate amount of:


(a)                                  all
consideration received by or on behalf of the Owner in relation to that
Equipment upon or as a result of the Final Disposition of that Equipment,
including, without limitation, all cash received on a sale of that Equipment;
and


(b)                                any
non-refundable deposit paid to or for the account of the Owner in relation
to that Equipment by a person acquiring or proposing to acquire that Equipment
under a contract or offer to purchase or otherwise acquire that Equipment which
has been withdrawn, terminated or cancelled or has lapsed;


“Final Repayment Date”
means 31 December 2011 or such other date as may be agreed by the parties to
the Credit Agreement;


“Financial
Indebtedness” means Indebtedness in respect of (i) money lent,
borrowed or raised and debit balances at banks, (ii) any bond, note, loan
stock, debenture or similar debt instrument, (iii) acceptance or documentary
credit facilities, (iv) receivables sold or discounted (otherwise than on a
non-recourse basis), (v) deferred payments for assets or services acquired,
(vi) leases and hire purchase contracts and other similar agreements having the
commercial effect of lending, borrowing or raising of money, (vii) operating
leases, (viii) swaps, forward exchange contracts, futures and other derivatives
(and, when calculating the value of any derivative transaction, the value taken
into account shall be any negative marked to market value and any positive
marked to market value shall be deducted from any measure of aggregate
Financial Indebtedness being determined at the relevant time), (ix) shares
redeemable prior to the Final Repayment Date, (x) any other transaction
(including without limitation forward sale or purchase agreements) having the
commercial effect of lending, borrowing or raising of money or of any of (ii)
to (ix) above, and (xi) guarantees in respect of Indebtedness of any person
falling within any of (i) to (x) above;


“Financial
Model” means a projection of the cash flows for the Equipment, the
Ettrick Project and the Unit Projects in a form and using methodology
similar to that used for the Initial Financial Model;



 109
 









“financial statements”
means the audited consolidated financial statements of Aurelia Energy and its
Subsidiaries, prepared in accordance with US GAAP consistently applied, and
using the accounting and valuation principles applied in the preparation of the
2005 annual financial statements in relation to Aurelia Energy;


“Flag State”
means, in relation to any Vessel, The Netherlands Antilles or any other state
or country (including the European Union) in which that Vessel is from time to
time registered in accordance with the provisions of the General Assignment;


“Flow Lines”
means sub-sea flow lines and well control equipment;


“Forecast”
means, at any time and in relation to the Ettrick Project or any Unit Project,
the Initial Budget relating thereto as updated and/or revised at that time and
including all Project Costs relating thereto at that time forecast to be
incurred;


“FPSO” means a
floating production, storage and offloading unit;


“FPSO Valuers”
means Kennedy Marr and R.S. Platou or such other suitably qualified person or
persons from time to time appointed by the Facility Agent (acting on the
instructions of the Majority Banks) with the approval of the Bluewater Agent;


“FSO” means a
floating storage and offloading unit;


“Further Advance”
has the meaning ascribed thereto in clause 2.5.2 of the Credit Agreement;


“Further Assurance Deed”
means any deed, document, agreement or instrument executed or to be executed
pursuant to a further assurance covenant or obligation contained in any
Facility Document;


“General Assignment”
means the general assignment referring to the Credit Agreement entered into
between (1) each Obligor which is party to a Current Assigned Document, and (2)
the Security Trustee;


“General
Assignment Supplemental Deed” means any general assignment
supplemental deed entered into between the Security Trustee and an Additional
Obligor pursuant to clause 16.4 of the General Assignment, and means
together each of the foregoing;


“Glas Dowr Assigned
Documents” means together (i) the Glas Dowr Lease, (ii) the Glas
Dowr Contract, (iii) the Economic Documents to the extent that they relate to
any of the foregoing, and (iv) any Additional Assigned Documents in relation to
the Glas Dowr Vessel, and all references to the Glas Dowr Assigned Documents
include a reference to each or any of them (as the context may require);


“Glas Dowr  Contract” means (i) the Current Glas Dowr PetroSA Contract,
and (ii) all and any other contracts, agreements or arrangements for the use,
chartering or commercial operation of the Glas Dowr Vessel or any part thereof
and any guarantee or other security for the performance of any of the
obligations under any of what is referred to in paragraphs (i) or (ii) above;


“Glas Dowr Lease”
means (i) the bareboat charter entered into between BGD and BUK in relation to
the Glas Dowr Vessel and (ii) all and any other contracts, agreements,
arrangements



 110
 









or charters for the chartering, leasing or
bailment  of the Glas Dowr Vessel by the
Owner thereof and any guarantee or other security for the performance of any of
the obligations under any of what is referred to in paragraphs (i) or (ii)
above;


“Glas Dowr Operating Fees”
means the monies referred to in paragraph 3 of the Notice of Assignment issued
in respect of the Current Glas Dowr PetroSA Contract, and in relation to any
other Glas Dowr Contract, any monies of a similar nature thereto, as agreed
between the Bluewater Agent and the Facility Agent (each acting reasonably);


“Glas Dowr
Quiet Enjoyment Letter”
means the letter(s) of quiet enjoyment most recently issued by the Facility
Agent to the Field Operator of the Glas Dowr Contract in relation to the Glas
Dowr Vessel, in the Agreed Form;


“Glas Dowr Vessel”  means (i) the vessel m.v. “GLAS DOWR”
registered in The Netherlands Antilles at the port of Willemstad, Curaçao, in
the Ship Register (Scheepsregister)
at the Office of the Registrar of Ship Documents (Kantoor van
de bewaring der Scheepsbewijzen), with registration number
1996-C-1514, which has been converted into an FPSO, and (ii) any and all
Accessories whatsoever allocated to, appropriated for, installed in, attached
to or otherwise relating to that vessel or any part thereof, in each case
whether or not installed in, attached to or on board that vessel, and all
references to the Glas Dowr Vessel include a reference to each or any part
thereof (as the context may require);


“Government
Entity” means and includes (whether having a distinct legal
personality or not) (i) any national government, political sub-division thereof
or local jurisdiction therein, (ii) any board, commission, department,
division, organ, instrumentality, court or agency of any entity referred to in
(i) above, however constituted, and (iii) any association, organisation or
institution (international or otherwise) of which any entity mentioned in (i)
or (ii) above is a member or to whose jurisdiction any such entity is subject
or in whose activities any such entity is a participant;


“guarantee”
means and includes any guarantee, indemnity, bond, or other assurance against
financial loss and any deed, document, agreement or other instrument which
contains or evidences an obligation to pay, discharge or be responsible
(directly or indirectly) for any Indebtedness of any other person and
including, without limitation, any deed, document, agreement or other
instrument creating or evidencing an Encumbrance securing any Indebtedness and “guaranteed” shall be construed accordingly;


“Guarantee Accession Deed”
means any supplemental deed entered into between the Security Trustee and an
Additional Guarantor pursuant to the provisions of the Credit Agreement and/or
the Facility Guarantee;


“Guarantors”
means together the Original Guarantors and each Additional Guarantor, but shall
exclude any Released Guarantor, and all references to the Guarantors include a
reference to each or any of them (as the context may require);


“Haewene Brim  Assigned Documents” means together (i) the Haewene Brim
Lease, (ii) the Haewene Brim Contract, (iii) the Economic Documents to the
extent that they relate to any of the foregoing and (iv) any Additional
Assigned Documents in relation to the Haewene Brim Vessel, and all references
to the Haewene Brim Assigned Documents include a reference to each or any of
them (as the context may require);



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“Haewene Brim  Contract” means (i) the Current Haewene Brim Enterprise
Contract, and (ii) all and any other contracts, agreements or arrangements for
the use, chartering or commercial operation of the Haewene Brim Vessel or any
part thereof and any guarantee or other security for the performance of any of
the obligations under any of what is referred to in paragraphs (i) or (ii)
above;


“Haewene Brim Lease”
means (i) the bareboat charter entered into between BHB and PPC in relation to
the Haewene Brim Vessel, and (ii) all and any other contracts, agreements,
arrangements or charters for the chartering, leasing or bailment of the Haewene
Brim Vessel by the Owner thereof and any guarantee or other security for the
performance of any of the obligations under any of what is referred to in
paragraphs (i) or (ii) above;


“Haewene Brim Operating
Fees” means the monies referred to in paragraph 3 of the Notice of
Assignment issued in respect of the Current Haewene Brim Enterprise Contract,
and in relation to any other Haewene Brim Contract, any monies of a similar
nature thereto, as agreed between the Bluewater Agent and the Facility Agent
(each acting reasonably);


“Haewene Brim  Quiet Enjoyment Letter” means the letter(s) of quiet
enjoyment most recently issued by the Facility Agent to the Field Operator of
the Haewene Brim Contract in relation to the Haewene Brim Vessel, in the Agreed
Form;


“Haewene Brim Vessel”
means (i) the vessel m.v. “HAEWENE BRIM”
registered in The Netherlands Antilles at the port of Willemstad, Curaçao, in
the Ship Register (Scheepsregister)
at the Office of the Registrar of Ship Documents (Kantoor van
de bewaring der Scheepsbewijzen), with registration number
2001-C-1696, which has been converted into an FPSO, and (ii) any and all
Accessories whatsoever allocated to, appropriated for, installed in, attached
to or otherwise relating to that vessel or any part thereof, in each case
whether or not installed in, attached to or on board that vessel, and all
references to the Haewene Brim Vessel include a reference to each or any part
thereof (as the context may require);


“Health and Safety
Executive” means Her Majesty’s Health & Safety Executive in the
United Kingdom or, as the case may be, such other body carrying out the
functions which are carried out as at the date of the General Assignment by Her
Majesty’s Health & Safety Executive either in the United Kingdom or in any
other relevant jurisdiction;


“Hedging Liabilities”
means all Hedging Payments due and payable but unpaid at that time to each of
the Hedging Providers who is a party to an Assigned Hedging Agreement (for the
avoidance of doubt, without prejudice to and after giving effect to any
contractual set-off and/or netting provisions contained in that Assigned
Hedging Agreement);


“Hedging Payments”
means, in relation to any Assigned Hedging Agreement, all amounts from time to
time payable by any Borrower under and pursuant to that Assigned Hedging
Agreement (for the avoidance of doubt, without prejudice to and after giving
effect to any contractual set-off and/or netting provisions contained in that
Assigned Hedging Agreement), and means together all such amounts payable under
and pursuant to all Assigned Hedging Agreements;


“Hedging Provider”
means any Bank who is a party to an Assigned Hedging Agreement, and means
together each Bank who is a party to an Assigned Hedging Agreement;



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“Hedging Receipts”
means, in relation to any Assigned Hedging Agreement, all amounts from time to
time payable to any Borrower under and pursuant to that Assigned Hedging
Agreement (for the avoidance of doubt, without prejudice to and after giving
effect to any contractual set-off and/or netting provisions contained in that
Assigned Hedging Agreement), and means together all such amounts payable under
and pursuant to all Assigned Hedging Agreements;


“Hedging Rights”
means, in relation to the Secured Property in relation to any Equipment, all of
the rights, title, benefit and interest (present and future, actual and
contingent) of each of the Hedging Providers in and to that Secured Property;


“Implementation Date”
means the date on which Aurelia Holding acquires the whole of the issued share
capital of Aurelia Energy;


“Incapacity”
means, in relation to any person, any Insolvency Event, death, unsoundness of
mind, amalgamation, reconstruction or other incapacity whatsoever of that
person (and, in the case of a partnership, includes the termination or change
in the composition of that partnership);


“Indebtedness”
means any obligation for the payment or repayment of money, whether as principal
or as surety and whether present or future, actual or contingent and includes,
without limitation, any performance undertaking in respect of the performance
of any person and any obligation the corresponding rights in relation to which
fulfil the criteria set out in parts (A), (B) and (C) of clause 12.1.2(a)
of the Deed of Proceeds and Priorities;


“Indenture”
means the indenture dated as of 22 February 2002 relating to 10.25% senior
notes due 2012 issued by Bluewater Finance (being the Notes) with Bank of New
York as trustee;


“Information
Memorandum” means the confidential information memorandum
dated 19 June, 2006 (as amended from time to time) prepared by the Arranger in
cooperation with the Obligors in connection with the transactions contemplated
herein;


“Initial Advance”
means the Advance made pursuant to clause 2.5.1 of the Credit Agreement;


“Initial
Budget” means a budget of the projected Project Cost of, and an
over-view of the milestone payments required in relation to, the Ettrick
Project or, as the case may be, any Unit Project, prepared by, or the
preparation of which is procured by, the Bluewater Agent;


“Initial Financial Model” means the projection of the cash
flows for the Equipment, the Ettrick Project and the Unit Projects delivered by
the Bluewater Agent to the Facility Agent prior to the date of the Credit
Agreement;


 “Insolvency Event”
means, in relation to any person, the occurrence of any of the following
events:


(a)                                 Insolvency:
that person becomes insolvent or stops or suspends making payments (whether of
principal or interest) with respect to all or any class of its debts or
announces an intention to do so,



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(b)                                Winding
up: any petition is presented or other material step is taken for the
purpose of winding up that person and is not stayed or dismissed prior to the
earliest date a court or other competent authority could order the winding up
of that person (or such later date as the Facility Agent, acting on the
instructions of the Majority Banks, may agree) or an order is made or resolution
passed for the winding up of that person or a notice is issued convening a
meeting for the purpose of passing any such resolution,


(c)                                 Appointment
of receivers and managers: any administrative or other receiver is
appointed of that person or any part of its assets or any other material steps
are taken to enforce any Encumbrance over all or any part of the assets of that
person,


(d)                                Seizure:
all or a material part of the assets of that person are seized, nationalised,
expropriated or compulsorily acquired by or under the authority of any
Government Entity,


(e)                                 Analogous
proceedings:  there occurs, in
relation to that person in any Relevant Jurisdiction, any event which appears
in that Relevant Jurisdiction to correspond with, or have an effect equivalent
or similar to, any of the events mentioned in the foregoing paragraphs or
that person otherwise becomes subject, in any such country or territory, to the
operation of law relating to insolvency, bankruptcy or liquidation;


“Instructing
Beneficiaries” means at any time during the Facility Security
Period, the Facility Agent acting on the instructions of the Majority Banks,
the Qualified Majority Banks or all of the Banks in each case if and to the
extent that those instructions are required by the terms of any relevant
provision of the Facility Documents;


“Insurances”
means all policies and contracts of insurance (including, without limitation,
all entries in a protection and indemnity or war risks association) which are
from time to time in place or taken out or entered into in respect of, or
otherwise in connection with, any Equipment and/or any Earnings or any part
thereof (and includes without limitation the business interruption insurance
referred to in clause 8.1.15 of the Credit Agreement) and all benefits thereof
including, without limitation, all claims of whatsoever nature and all returns
of premiums;


“Insurances Consultant”
means BankAssure Insurance Services Limited or such other suitably qualified
person or persons from time to time appointed by the Facility Agent to advise
the Facility Beneficiaries in connection with the Insurances;


“Interest Cover Ratio”
means EBITDA divided by interest payable by the Bluewater Group and Aurelia
Energy on a consolidated basis during the period with respect to which the
calculation of the Interest Cover Ratio is made (including interest in respect
of the Notes but excluding (i) interest payable under the Marenco Loan
Agreement, and (ii) during any Construction Period, any interest accrued on any
Financial Indebtedness incurred for the purpose of financing the cost of the
relevant Construction which has been capitalised with that Financial
Indebtedness);


“Interest Payment Date”
means, in relation to any Interest Period, the last day of that Interest
Period;



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“Interest Period”
means, in relation to any Advance or the Credit or, as the context may require,
any relevant part of the Credit, each period for the calculation of interest in
respect of that Advance, the Credit or, as the case may be, that part of the
Credit ascertained in accordance with clause 3.2 of the Credit Agreement;


“ISM Code” means
the International Safety Management Code for the Safe Operation of Ships and
for Pollution Prevention constituted pursuant to Resolution A.741(18) of the
International Maritime Organisation and incorporated into the Safety of Life at
Sea Convention, and includes any amendment of the foregoing and any regulation
issued pursuant to the foregoing;


“ISM Operator”
means, in relation to any Equipment, any person who is at any time concerned in
the operation of that Equipment and who falls within the definition of “Company”
set out in the ISM Code;


“ISPS Code”
means the International Ship and Port Facility Security Code of the
International Maritime Organisation and includes any amendments or extensions
thereto and any regulation issued pursuant thereto;


“ISS Certificate”
mean the International Ship Security Certificate for the relevant Equipment
issued in accordance with the ISPS Code;


“LDC” means
Lufeng Development Company ANS, a partnership established under the laws of
Norway, with registration number 976 744 705, whose registered office is at c/o
Advokatfirmaet Schjodt AS, Dronning Mauds Gate 11, PO Box 2444 Solli, 0201
Oslo, Norway;


“LDC Account Charge”
means the account charge entered into or to be entered into by LDC in favour of
the Security Trustee in relation to the LDC Assigned Account, in the Agreed
Form;


“LDC Assigned Account”
means the interest bearing Dollar account of LDC with the Account Bank
designated “LDC Assigned Account” with account number 02.00.46.588, and
includes any redesignation and sub-accounts thereof;


“LDC Share Pledge”
means the pledge over all of the shares of LDC executed or, as the context may
require, to be executed by BI and BH in favour of the Security Trustee, in the
Agreed Form;


“Lease” means
the Aoka Mizu Lease, the Bleo Holm Lease, the Bluewater (Munin) Lease, the Glas
Dowr Lease, the Haewene Brim Lease and the Uisge Gorm Lease, and means together
each of the foregoing;


“Leverage Calculation Date” means each date
on which the Operating Leverage is required to be calculated for the purposes
of the Credit Agreement, the first such date being 31 March 2006, the second
such date being 30 September 2006, and thereafter 31 March and 30 September in
each year prior to the Final Repayment Date;



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“Leverage Calculation Period” means:


(a)                       unless
paragraph (b) below applies, each period of twelve (12) months ending three (3)
months before the Leverage Calculation Date; and


(b)                      in
relation to any New Unit, Unit Project, Speculative Unit or the Ettrick Project
in respect of which Completion has occurred during the twelve (12) month period
referred to in paragraph (a), the aggregate of:


(i)                           the
period of up to twelve (12) months ending three (3) months before the Leverage
Calculation Date and commencing on Completion; and


(ii)                        to
the extent that the period in sub-paragraph (i) above is less than twelve (12)
months, the period from the date falling three (3) months before the Leverage
Calculation Date, up to a maximum of twelve (12) months,


provided
always that the periods determined under paragraphs (b) (i)
and (ii) above in relation to any one unit or project, whether looking
backwards or forwards, shall not in aggregate exceed twelve (12) months.


“Liabilities” (i)
of the Facility Beneficiaries at any time, means the Facility Liabilities at
that time and (ii) of the Hedging Providers at any time, means the Hedging
Liabilities at that time;


“LIBOR” means, in relation to any period:


(a)                        the
British Bankers’ Association Interest Settlement Rate for a period equivalent
to that period at or about 11 a.m. (London time) on the second Banking Day
before the first day of that period as displayed on the appropriate page of the
Reuters Screen (or such other page as may replace such page on such system or
on any other system of the information vendor for the time being designated by
the British Bankers’ Association to calculate the BBA Interest Settlement Rate
(as defined in the British Bankers’ Association’s Recommended Terms and
Conditions dated August, 1985)), or


(b)                       if
on such date no such rate is so displayed, LIBOR for that period shall be the
arithmetic mean (expressed as a percentage rounded upwards, if necessary, to
five decimal places) of the rates respectively quoted by each of the Reference
Banks to the Facility Agent at the request of the Facility Agent as that
Reference Bank’s offered rate for deposits of the relevant currency for a
period equivalent (or as nearly as possible equivalent) to that period to
leading banks in the London Interbank Market at or about 11.00 a.m. (London
time) on the day on which quotations would ordinarily be given by prime banks
in the London Interbank Market for delivery on the first day of that period;


“Losses” means
all losses, liabilities, costs, charges, expenses, damages and outgoings of
whatsoever nature (including without limitation, Taxes, stamp duties and other
duties or charges, registration fees, repair costs, insurance premiums, fees of
insurance advisers, printing costs, out-of-pocket expenses and fees and
disbursements of legal counsel) (together with any Value Added Tax or similar
Tax payable in respect thereof), but excluding those losses, liabilities,
costs, charges, expenses, damages and outgoings which are payable, suffered or
incurred by any person and which (i) result from a breach by that person of any
Transaction Document (unless that breach results from or arises out of the
breach of any Transaction



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Document by any other person), (ii) result from the
wilful misconduct or gross negligence of that person, (iii) represent the cost
of management time of personnel of that person unless (if that person is the
Security Trustee or the Facility Agent) that management time is spent following
and directly in relation to the occurrence of an Event of Default, or (iv)
comprise Taxes to which the provisions of clause 6.7.1 of the Credit Agreement
do not apply;


“Loss Payable Clauses”
means the provisions regulating the manner of payment of amounts recoverable
under the Insurances which are to be incorporated in the relevant documents in
respect of the Insurances, such provisions, in relation to any Equipment, to be
in the form of schedule 2 to the Deed of Proceeds and Priorities or in
such other form or forms as the Security Trustee may from time to time
reasonably require or agree in writing;


“Majority Banks”
means, at any time and subject to the following proviso, Banks the aggregate of
whose Contributions at that time exceeds sixty six point six six per cent.
(66.66%) of the Credit at that time or, if no Advance has been made, Banks the
aggregate of whose Commitments at that time exceeds sixty six point six six per
cent. (66.66%) of the total of the Commitments at that time or, if all of the
Commitments have been reduced to zero at or prior to that time, Banks the
aggregate of whose Commitments immediately prior to that reduction exceeded
sixty six point six six per cent. (66.66%) of the total of the Commitments at
that time, provided however that, at any time after an Enforcement Event has
occurred and the relevant Acceleration Notice has not been revoked, whenever it
is necessary to determine “Majority Banks” for the purposes of any instructions
to be given in respect of the enforcement of the Secured Property (or any part
thereof) (but not, for the avoidance of doubt, at any other time or for any
other purpose):


(a)                        all
references in this definition to Banks shall be deemed to include reference to
each of the Hedging Providers;


(b)                       all
references in this definition to Contributions of any Bank and all references
in this definition to Commitments of any Bank shall (in each case) be deemed to
include reference to all Hedging Liabilities owed to that Bank; and


(c)                        all
references in this definition to the Credit and all references in this
definition to the total of the Commitments shall (in each case) be deemed to
include reference to all Hedging Liabilities;


“Mandatory Cost”
means the percentage rate per annum calculated by the Facility Agent in
accordance with Schedule 8 of the Credit Agreement;


“Marenco” means
Marenco Investments Limited, a company incorporated under the laws of Malta,
with company number C31974, whose registered office is at 48, Sqaq Nru 2, Triq
ix-Xatt, Pieta MSD 08, Malta, and includes its successors in title;


“Marenco Loan Agreement”
means the Amended and Restated Subordinated Loan Agreement entered into between
Aurelia Energy as borrower and Marenco as lender dated November 21, 2001, as
from time to time amended and supplemented;


“Margin” means,
at any time and in relation to any amount, the margin applicable at that time
to that amount calculated in accordance with clause 3.6 of the Credit
Agreement;



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“Material Adverse Change”
means any change in the business, operations, property, condition (financial or
otherwise) or prospects of the Obligors taken as a whole which has or will have
a Material Adverse Effect, provided however that for the purpose of this
definition no such change shall be considered to have a Material Adverse Effect
if:


(a)                        that
change is described in or contemplated by the terms of another Default or an
Event of Default in clause 10.1; and


(b)                       that
Default has not matured into an Event of Default, or for any other reason that
Event of Default has not occurred or did occur but is not continuing or outstanding
unremedied or waived;


“Material Adverse Effect”
means any event or circumstance (or combination of events or circumstances) the
effect of which is or is likely to be materially adverse to:


(a)                        the
ability of the Obligors taken as a whole to perform their material obligations
under the Facility Documents; or


(b)                       the
validity or enforceability of, or the effectiveness or ranking of any security
granted or purporting to be granted pursuant to any of, the Facility Documents
or the rights or remedies of any Facility Beneficiary under any of the Facility
Documents;


“Material of Environmental
Concern” means and includes pollutants, contaminants, toxic
substances, oil and its products and all hazardous substances and any other
substance whose release into the environment is regulated or penalised by
Environmental Laws;


“Maximum Available Amount”
means, at any time, the lesser of (a) the Facility Amount at that time, and (b)
sixty six point seven per cent (66.7%) of the Aggregate Fair Market Value at
that time;


“month” means a
period beginning in a calendar month and ending in the next calendar month on
the day preceding the day numerically corresponding to the day of the calendar
month on which it started, provided that (i) if that period began on the last Banking
Day in a calendar month or if there is no such numerically corresponding day,
it shall end on the last Banking Day in such next calendar month, and (ii) if
that day preceding such numerically corresponding day is not a Banking Day, the
period shall end on the next following Banking Day in the same calendar month
but if there is no such Banking Day it shall end on the preceding Banking Day,
and “months” and “monthly” shall be construed accordingly;


“Mortgage” means
(i) in relation to the Uisge Gorm Vessel, the BNV Mortgage, (ii) in relation to
the Glas Dowr Vessel, the BGD Mortgage, (iii) in relation to the Bleo Holm
Vessel, the BBH Mortgage, (iv) in relation to the Bluewater (Munin) Vessel, the
BM Mortgage, (v) in relation to the Haewene Brim Vessel, the BHB Mortgage, and
(vi) in relation to the Aoka Mizu Vessel, the BAM Mortgage, and means together
each of the foregoing;


“Net Financial Indebtedness” means, at any
relevant time in relation to any person, the Financial Indebtedness of that
person at that time less the
amount of any cash or Cash Equivalent Investments owned by such person and
which is not subject to any Encumbrance other than an Encumbrance in favour of
or for the benefit of the Beneficiaries;



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“Netting
Arrangements” means arrangements entered into between the Account
Bank and the Bluewater Group Members which are Owners or Operators, permitting
the netting of balances credited or debited to the Assigned Accounts and the
notional debiting or crediting of the resulting aggregate balance in the
Collection Account, which arrangements shall have been notified to, and
approved by, the Facility Agent in writing on or prior to the Drawdown Date of
the Initial Advance;


 “New Contract” means, in relation to any document, any deed,
document, instrument, contract, agreement or other arrangement entered into
under, pursuant to or in connection with that document which materially amends
or replaces that document or any of the terms and conditions thereof or which
consents to any such amendment or replacement;


“New Unit”
means any FPSO or FSO acquired by any Bluewater Group Member which is not an
item of the Equipment, a Unit Project, the Ettrick Project or a Speculative
Unit;


“New Unit Contract”
means an agreement that has been entered into for the operation of a New Unit,
and which is not a Speculative Unit Contract;


“Nexen” means
Nexen Petroleum (UK) Limited, a company incorporated under the laws of England
and Wales, with company number 1051137, whose registered office is at Charter
Place, Vine Street, Uxbridge, Middlesex UB8 1JG, England;


“Norwegian Charge”
means the factoring agreement pursuant to the Norwegian Liens Act of 1980 (in
Norwegian, “Factoringavtale”) to be given by LDC in
favour of the Security Trustee over LDC’s trade receivables relating to the
sale of goods or services in respect of the Bluewater (Munin) Vessel;


“Notes”
means debt securities issued by Bluewater Finance and guaranteed on a senior
subordinated basis by the Bluewater Group and Aurelia Energy, and any
notes and guarantees of such persons replacing or refinancing those debt
securities or having substantially identical terms and conditions (including
without limitation those with respect to the subordination of the Notes to the
Secured Obligations) which shall have been registered with the U.S. Securities
and Exchange Commission under the U.S. Securities Act and issued in exchange
therefor;


“Notes Redemption
Costs” means any part of the Redemption Price plus any non-cash
accounting loss resulting from any prepayment of the Notes that has been
deducted for accounting purposes from EBITDA on or following the Redemption
Date;


“Notice of
Assignment” means:


(a)                        in
relation to any Field Operator, a notice of assignment in the Agreed Form,


(b)                       in
relation to any Approved Brokers, a notice of assignment in substantially the
form and terms of Part 1 of schedule 1 to the General Assignment,


(c)                        in
relation to any Refurbishment Contractor, a notice of assignment in
substantially the form and terms of Part 2 of schedule 1 to the General
Assignment,



 119
 









(d)                       in
relation to any other person who is a party to the Assigned Documents, a notice
of assignment in such form and terms as the Facility Agent may reasonably
require (which may incorporate an acknowledgement thereof),


and the expression Notices of Assignment means
together each such notice of assignment, together with each acknowledgement
thereof, together with each acknowledgement thereof;


“Obligors” means
(i) together the Original Obligors and each Additional Obligor (including any
Additional Borrower and Additional Guarantor, but excluding any Released
Guarantor), and all references to the Obligors include a reference to each or
any of them (as the context may require), and (ii) in relation to any
Equipment, each of the Bluewater Group Members who is a party to a Security
Document in relation to that Equipment;


“O.I.M.” has the
meaning ascribed to the term “installation manager” in regulation 2(1) of The
Offshore Installations and Pipeline Works (Management & Administration)
Regulations 1995;


“Operator” means
(i) in relation to the Uisge Gorm Vessel, BOPS, (ii) in relation to the Glas
Dowr Vessel, BUK, (iii) in relation to the Bleo Holm Vessel, BFP, (iv) in
relation to the Bluewater (Munin) Vessel, LDC, (v) in relation to the Haewene
Brim Vessel, PPC, and (vi) in relation to the Aoka Mizu Vessel, BEP, and any
other Bluewater Group Member which may become party to a Lease as a lessee or
charterer and/or a Contract as an operator, and means together each of the
foregoing;


“Operating Fees”
means (i) in relation to the Uisge Gorm Contract, the Uisge Gorm Operating
Fees, (ii) in relation to the Glas Dowr Contract, the Glas Dowr Operating Fees,
(iii) in relation to the Bleo Holm Contract, the Bleo Holm Operating Fees, (iv)
in relation to the Bluewater (Munin) Contract, the Bluewater (Munin) Operating
Fees, (v) in relation to the Haewene Brim Contract, the Haewene Brim Operating
Fees, and (vi) in relation to the Aoka Mizu Contract, the Aoka Mizu Operating
Fees;


“Operating Leverage” means, on and by
reference to each date (“Relevant Date”)
falling three (3) months before any Leverage Calculation Date (and without
double-counting), the outstanding Net Financial Indebtedness of Aurelia Energy
as shown in its most recent financial statements available at that Leverage
Calculation Date:


(a)           excluding:


(i)                                     Project
Finance Indebtedness; and


(ii)                                  Financial
Indebtedness comprising Subordinated Amounts; and


(iii)                               in relation to any New
Unit, Unit Project, Speculative Unit or the Ettrick Project, any Financial
Indebtedness (other than Excess Debt) used to finance the cost of acquisition
and/or Construction of that New Project, Unit Project, Speculative Unit or the
Ettrick Project, unless Completion of the same has occurred on or prior to the
Relevant Date, in which case such Financial Indebtedness shall not be so
deducted; and


(b)           including Excess Debt;



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divided
by (without double-counting) the aggregate of EBITDA, the
Notes Redemption Costs and Qualifying Contract Cash Flow of Aurelia Energy
accruing or incurred during the applicable Leverage Calculation Period, excluding EBITDA (or any part of EBITDA) derived
from any Project Financed Property and assigned to any person other than as
security for the Secured Obligations;


“Original Guarantors”
means together each of Aurelia Energy, Bluewater Energy, BOPS, BFB, BBH, BGD,
BHB, BM, BNV, BI, LDC, BSU, BEP, BFP, BOL, BUK and PPC, and includes their
respective successors in title, and all references to the Original Guarantors
include a reference to each or any of them (as the context may require);


“Original Obligors”
means together the Borrowers (other than any Additional Borrowers) and the
Original Guarantors, and all references to the Original Obligors include a
reference to each or any of them (as the context may require);


“Outstanding Indebtedness”
means, at any time, the aggregate of (i) the Credit at that time and all
interest accrued thereon and all fees then due and payable in relation thereto,
and (ii) all other amounts then due and payable to the Facility Beneficiaries
or any of them under and pursuant to the Facility Documents or any of them;


“Owned and Controlled
Subsidiary” of any person means a Subsidiary of that person in
respect of which the entire voting share capital of that Subsidiary is,
directly or indirectly, effectively owned (legally and/or beneficially) and
controlled by that person;


“Owner” means
(i) in relation to the Uisge Gorm Vessel, BNV, (ii) in relation to the Glas
Dowr Vessel, BGD, (iii) in relation to the Bleo Holm Vessel, BBH, (iv) in
relation to the Bluewater (Munin) Vessel, BM, (v) in relation to the Haewene
Brim Vessel, BHB, and (vi) in relation to the Aoka Mizu Vessel, BAM, and, in
each case, any other Bluewater Group Member which may become the owner of the
relevant Vessel, and means together each of the foregoing;


“Participating Member State”
means any member state of the European Communities that adopts or has adopted
the euro as its lawful currency in accordance with legislation of the European
Community relating to Economic and Monetary Union;


“Payment Documents”
means (i) in relation to the Glas Dowr Vessel, the Glas Dowr Lease and the Glas
Dowr Contract, (ii) in relation to the Uisge Gorm Vessel, the Uisge Gorm Lease,
the Uisge Gorm Contract and the Uisge Gorm Partial AH Contract Assignment,
(iii) in relation to the Bleo Holm Vessel, the Bleo Holm Lease and the Bleo
Holm Contract (iv) in relation to the Bluewater (Munin) Vessel, the Bluewater
(Munin) Lease and the Bluewater (Munin) Contract (v) in relation to the Haewene
Brim Vessel, the Haewene Brim Lease and the Haewene Brim Contract (vi) in
relation to the Aoka Mizu Vessel, the Aoka Mizu Lease and the Aoka Mizu
Contract;


“Permitted
Encumbrance” means:


(a)                        any
Encumbrance created or arising in favour of the Security Trustee by, under or
pursuant to the Facility Documents;



 121
 









(b)                       any
Encumbrance for Taxes either not yet assessed or, if assessed, not yet due and
payable or being contested in good faith by appropriate proceedings (and for
the payment of which adequate reserves have been provided) so long as any such
proceedings or the continued existence of such Encumbrance do not involve any
likelihood of the arrest, sale, forfeiture or loss of, or of any interest in,
the Equipment or any part thereof or the Assigned Property or any part thereof;


(c)                        Encumbrances
arising out of claims, judgments or awards which are being contested in good
faith or which are subject to a pending appeal and for which there shall have
been granted a stay of execution pending such appeal and for the payment of
which adequate reserves have been provided so long as any such proceedings do
not involve any likelihood of the arrest, detention, sale, forfeiture or loss
of, or of any interest in, the Equipment or any part thereof or the Assigned
Property or any part thereof;


(d)                       any
lien for salvage, any ship repairer’s or outfitter’s possessory lien in each case
for a sum not exceeding fifteen million Dollars ($15,000,000) or the equivalent
in any other currency, or any lien for general average or for O.I.M.’s, officer’s
or crew’s wages, in each case incurred in the ordinary course of trading and
being not more than ten (10) Banking Days outstanding;


(e)                        any
Encumbrance created by, or in favour of, any person under or pursuant to, and
as expressly permitted by, any Transaction Document;


(f)                          any
Encumbrance arising by operation of law or, in the case of any Encumbrance
which is a right of set-off or netting by an agreement to the same effect, in
each case, in the ordinary course of its banking arrangements for the purpose
of netting debit and credit balances of any Obligor but only for so long as (i)
such arrangement does not permit credit balances of Obligors to be set-off or
netted against debit balances of Bluewater Group Members which are not
Obligors, and (ii) such arrangement does not give rise to other Encumbrances
over the assets of Obligors in support of liabilities of Bluewater Group
Members which are not Obligors;


(g)                       any
Encumbrance in respect of claims then covered by the Insurances, provided that
there is no likelihood of the arrest, detention, sale or forfeiture or loss of,
or of any interest in, the Equipment or any part thereof or the Assigned
Property or any part thereof;


(h)                       any
Encumbrance which, as to priority and the ability to enforce, is fully and
effectively subordinated to the Facility Obligations and the Security, in each
case for the whole of the Facility Security Period on terms approved by the
Facility Agent; and


(i)                           any
Encumbrance arising under any retention of title, hire purchase or conditional
sale arrangement or arrangements having similar effect in respect of goods
supplied in the ordinary course of trading and on the supplier’s standard or
usual terms and not arising as a result of any default or omission by any
Obligor;


“Permitted Indebtedness”
means any Financial Indebtedness of any Bluewater Group Member other than
Financial Indebtedness which will not be applied in or towards financing the
Core Business and  which, when aggregated with
all other Financial Indebtedness of all Bluewater Group Members which will not
be applied in or towards financing the Core



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Business, exceeds seventy five million Dollars
($75,000,000) provided that any Financial Indebtedness of Aurelia Energy which
will not be applied in or towards financing the Core Business shall be added to
any such Financial Indebtedness of any Bluewater Group Member for the purpose
of determining whether the amount of seventy five million Dollars ($75,000,000)
has been reached;


“person” means
and includes an individual, firm, company, corporation, unincorporated body of
persons or any  Government Entity and
includes all (if any) successors in title of, and permitted assignees or
permitted transferees of all or any of the rights and obligations of, a person;


“PetroSA” means
PetroSA (formerly known as Soekor E & P (Pty) Ltd), a company incorporated
under the laws of South Africa;


“Port of Registry”
mean, in relation to any Vessel, the port in the Flag State in relation to that
Vessel where that Vessel is from time to time registered;


“PPC” means
Pierce Production Company Limited, a company incorporated under the laws of
England and Wales, with company number 3492253, whose registered office is at
400 Capability Green, Luton, Bedfordshire LU1 3LU, England;


“PPC Account Charge”
means the account charge entered into or to be entered into by PPC in favour of
the Security Trustee in relation to the PPC Assigned Account, in the Agreed
Form;


“PPC Assigned Account”
means the interest bearing Dollar account of PPC with the Account Bank
designated “PPC Assigned Account” with account number 02.00.47.266, and
includes any redesignation and sub-accounts thereof;


“PPC Share Pledge”
means the pledge over all of the shares of PPC executed or, as the context may
require, to be executed by BSU in favour of the Security Trustee, in the Agreed
Form;


“Principal Obligors”
means each Borrower, each of Aurelia Energy, Bluewater Energy, BOPS, BFB, BI,
BSU and, at any time, any Owner and any Operator which at that time has not
ceased to be a Guarantor pursuant to and in accordance with clause 21.8 of the
Credit Agreement;


“Proceeds”
means, in relation to any Equipment, (i) the Equipment Proceeds in relation to
that Equipment, and (ii) the Assigned Property Proceeds in relation to that
Equipment, and means together all of the Equipment Proceeds in relation to all
of the Equipment and all of the Assigned Property Proceeds in relation to all
of the Equipment;


“Professional Market Party”
means a professional market party (professionele marktpartij) under the Dutch
Exemption Regulation;


 “Project Cost” means the total amount (as confirmed by the
Technical Consultant and as detailed in the Initial Budget in relation to the
Ettrick Project or, as the case may be, a Unit Project produced prior to that
time) of the cost required to complete the Construction of the Ettrick Project
or, as the case may be, a Unit Project;



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“Project Expenditure”
means the aggregate of all Project Cost paid on or prior to that time and/or
due and payable at that time and includes, for the avoidance of doubt, all
Relevant Project Expenditure in relation to the Ettrick Project or, as the case
may be, a Unit Project as translated into Dollars in accordance with the
definition of “Relevant Project Expenditure”;


“Project Expenditure
Certificate” means a certificate from the Bluewater Agent in
substantially the form and terms set out in schedule 5 to the Credit
Agreement;


“Project Finance Indebtedness” means,
subject to the proviso to this definition, Indebtedness of Aurelia Energy
incurred in relation to any specifically named or identifiable project or asset
or combination of assets (the “Project Financed
Property”) in respect of which:


(a)                       none
of Aurelia Energy nor any Bluewater Group Member (other than an Excluded
Subsidiary) creates an Encumbrance over or in relation to any asset other than
the Project Financed Property; and


(b)                      any
person to whom the Indebtedness referred to in paragraph (a) above is owed (a “PF  Creditor”)
has no recourse to any asset of Aurelia Energy or any Bluewater Group Member
except Project Financed Property and any asset of an Excluded Subsidiary; and


(c)                       except
as may be required to make a demand or claim for payment or repayment of
Indebtedness or to enforce an Encumbrance permitted under paragraph (a) above,
no PF Creditor shall have recourse to any credit support of any kind (including
any undertaking, guarantee, indemnity or other arrangement constituting
Indebtedness) from Aurelia Energy or any Bluewater Group Member (except an
Excluded Subsidiary),


provided
always that Project Finance Indebtedness shall not include
any Indebtedness of an Excluded Subsidiary which comprises an Encumbrance,
right of recourse or other credit support of the type described in paragraphs
(a) through (c) above where that Indebtedness secures any Indebtedness incurred
in relation to:


(i)            another Project
Financed Property; or


(ii)           the financing of any
asset or project which is not Project Financed Property;


in each case in
circumstances where that Excluded Subsidiary has no commercial involvement or
participation in the construction, supply, conversion and/or operation of the
Project Financed Property or asset or project referred to in paragraphs (i) and
(ii) above, as the case may be;


“Project Financed
Property” has the meaning given to it in the definition of Project
Finance Indebtedness;


“protection and indemnity
risks” means the usual risks (including oil pollution and freight,
demurrage and defence cover) covered by a protection and indemnity association
approved in writing by the Security Trustee (including, without limitation, the
proportion (if any) of the amounts (if any) payable to any other person or
persons in case of collision which are not recoverable under the hull and
machinery policies by reason of the incorporation therein of clause 8 of
the Institute Time clauses (Hulls) (1/11/95) or the Institute Amended
Running Down clause (1/10/71) or any equivalent provision);



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“Qualifying
Bank” means:


(a)                                  a
person which is:


(1)                        a bank as
that term is defined in Section 840A of the Income and Corporation Taxes
Act 1988; and


(2)                        a bank or
financial institution resident in the United Kingdom for the purposes of
Taxation,


but so that if such Act
is amended or repealed, this paragraph (a) shall be amended in such manner
as the Facility Agent, after consultation with the Banks, shall determine to be
necessary in order to define persons of the relevant equivalent category; or


(b)                                 a
person which is a bank or financial institution (whether incorporated in the
United Kingdom or elsewhere) and which is not resident in the United Kingdom,
provided that bank or financial institution is a Professional Market Party;


“Qualifying Contract Cash Flow”  means, for the purpose of any calculation
of the Operating Leverage in respect of any Leverage Calculation Period during
which Completion has occurred in relation to any New Unit, Unit Project,
Speculative Unit or the Ettrick Project, in relation to any New Contract,
Contract (other than a Current Contract), New Unit Contract or Speculative Unit
Contract the guaranteed payments (excluding
payments comprising operating rates and EBITDA (or any part of EBITDA) derived
from any Project Financed Property and assigned to any person other than as
security for the Secured Obligations but including
mobilisation or other lump-sum payments received under a New Contract, Contract
(other than a Current Contract), New Unit Contract or Speculative Unit Contract
during or relating to Construction or mobilisation) forecast by the Bluewater
Agent to be due under that New Contract, Contract, New Unit Contract or
Speculative Unit Contract (as calculated, where applicable, by reference to the
production profiles provided by the relevant Field Operator in relation to any
relevant New Contract, Contract, New Unit Contract or Speculative Unit
Contract), assuming:


(a)                       compliance
with any minimum uptime requirement under such New Contract, Contract, New Unit
Contract or Speculative Unit Contract; and


(b)                      that
the New Contract, Contract, New Unit Contract or Speculative Unit Contract
continues for at least its minimum term without breach by any party to it; and


provided that if
the Bluewater Agent in good faith does not reasonably expect any of such
forecast guaranteed payments to be due from a Field Operator or other person
(not being a Bluewater Group Member) for all or any part of the applicable
Leverage Calculation Period, the amount of such forecast non-payable payments
shall not be included as Qualifying Contract Cash Flow for the period in
respect of which they are not expected to be due;


“Qualified
Majority Banks” shall have the same meaning as set out in the
definition of “Majority Banks” in the Credit Agreement, save that each
reference therein to “sixty six point six six per cent. (66.66%)” shall be read
and construed as “seventy five per cent. (75%)”;


“Quiet Enjoyment Letter”
mean (i) in relation to the Uisge Gorm Contract, the Uisge Gorm Quiet Enjoyment
Letter, (ii) in relation to the Glas Dowr Contract, the Glas Dowr Quiet



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Enjoyment Letter, (iii) in relation to the Bleo Holm
Contract, the Bleo Holm Quiet Enjoyment Letter, (iv) in relation to the
Bluewater (Munin) Contract, the Bluewater (Munin) Quiet Enjoyment Letter, (v)
in relation to the Haewene Brim Contract, the Haewene Brim Quiet Enjoyment
Letter, and (vi) in relation to the Aoka Mizu Contract, the Aoka Mizu Quiet
Enjoyment Letter;


“Receiver” means
and includes any receiver and/or manager of the Secured Property and the
Equipment or any part thereof appointed under or pursuant to any Facility
Document (and whether acting as agent for any Beneficiary or otherwise);


“Redemption Date”
has the meaning given to it in the Indenture;


“Redemption Price”
has the meaning given to it in the Indenture;


“Reduction Amount”
means, in respect of any Repayment Date, the amount set out opposite such
Repayment Date in the Reduction Schedule;


“Reduction Schedule”
means the reduction schedule set out in schedule 4 to the Credit
Agreement;


“Reference Banks”
means, in relation to LIBOR and Mandatory Cost, ING Bank N.V. and such other
banks as may be appointed by the Facility Agent in consultation with the
Bluewater Agent;


“Refurbishment Contractor”
means any person (other than any Obligor) who is a party to a Construction
Contract, and means together each such person;


“Related Company”
of any person means any Subsidiary of that person, any company or other person
of which that person is a Subsidiary, and any Subsidiary of any such company or
other person;


“Release Deed”
means together the deed of release, reassignment, discharge and termination
dated the Closing Date between certain of the parties to the Transaction
Documents and each other document (dated on or about the Closing Date) which
the Facility Agent (acting reasonably) may determine is necessary to effect the
release of all security granted in connection with the Existing RCF Agreement;


“Released Guarantor”
means at any time any Guarantor which has been released as a Guarantor as
contemplated in clause 21.8 of the Credit Agreement and which has not become an
Additional Guarantor, in each case at or prior to such time;


“Relevant Consideration”
means, in relation to any Beneficiary, all obligations, liabilities and
agreements assumed, undertaken, incurred and made by that Beneficiary under and
pursuant to the Credit Agreement and the other Transaction Documents (and
includes, without limitation, in relation to the Banks, the agreement of the
Banks to make available to the Borrowers an eight hundred and fifty million
Dollar ($850,000,000) revolving credit facility pursuant to the Credit
Agreement), in each case at the request of each of the Obligors;


“Relevant Equipment”
means the Equipment and any other vessel and/or appliances, parts, accessories,
fittings, instruments, machinery, modules, components, equipment, supplies,
installations and other facilities or materials whatsoever allocated to,
appropriated for,



 126
 









installed in, attached to or otherwise relating to any
vessel or part thereof from time to time (whether before or after the date
hereof) owned, managed or crewed by, or chartered to, any Bluewater Group
Member or any Related Company of any Bluewater Group Member;


“Relevant Jurisdiction”
means, in relation to any person, any jurisdiction in which or where that
person is incorporated, resident, domiciled, has a permanent establishment,
carries on, or has a place of, business or the laws of which are otherwise
applicable to that person or to a material part of the assets of that person;


“Relevant Obligations”
(i) of any Borrower, means all monies, obligations and liabilities from time to
time owing or payable, undertaken, incurred or assumed by that Borrower to or
in favour of the Facility Beneficiaries (or any of them) under or pursuant to
the Credit Agreement and all other monies, obligations and liabilities from
time to time owing or payable, undertaken, incurred or assumed by that Borrower
or by any other Obligor to or in favour of the Beneficiaries (or any of them)
or to the Security Trustee on their behalf under or pursuant to any other
Transaction Document, (ii) of any other Obligor, means all monies, obligations
and liabilities from time to time owing or payable, undertaken, incurred or
assumed by that Obligor or by any other Obligor to or in favour of the
Beneficiaries (or any of them) or to the Security Trustee on their behalf under
and pursuant to clause 3 of the Facility Guarantee and all monies,
obligations and liabilities from time to time owing or payable, undertaken,
incurred or assumed by that Obligor or by any other Obligor under or pursuant
to any other Transaction Document and (iii) of any other Obligor, means all
monies, obligations and liabilities referred to in parts (i) and (ii) above;


“Relevant Project
Expenditure” means, at any time, the Project Expenditure at that
time in relation to the Ettrick Project or, as the case may be, a Unit Project
which is denominated in a currency other than Dollars, as translated from that
currency into Dollars at the Exchange Rate;


“Repayment Dates”
means each date specified in the Reduction Schedule to and including the Final
Repayment Date;


“Repayment Periods”
means each three (3) month period commencing on the day following a Repayment
Date and terminating on the immediately succeeding Repayment Date;


“Repeating Representation”
has no meaning given to it in (i) clause 7.3 of the Credit Agreement or (ii)
clause 6.3 of the Facility Guarantee, as the context may require;


“Requisition Compensation”
means, in relation to any Equipment, all monies and other compensation from
time to time payable by reason of, or otherwise in connection with, the
Compulsory Acquisition of that Equipment or any part thereof;


“Reservations”
means and includes the following in relation to any Obligor:


(a)                        laws
applicable to that Obligor relating to bankruptcy, insolvency or liquidation or
any other laws or legal procedures affecting generally the enforcement of
creditors’ rights and the applicable general principles of equity and
discretionary remedies; and



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(b)                       any
explicit qualification as to matters of general principles of law contained in
the legal opinion(s) delivered to the Facility Beneficiaries in relation to
that Obligor pursuant to or in relation to the Facility Documents;


“Resignation Letter”
means a letter substantially in the form set out in Schedule 10 of the Credit
Agreement;


“Risers” means
all equipment, dynamic flexible pipework and paths necessary to connect the
flow, signal and control paths between the Flow Lines and a vessel and includes
the umbilicals;


“Roll Over Advance”
means any Advance referred to in clause 4.1.3 which is equal to or less than
the relevant maturing Advance;


“Secured Obligations”
means the aggregate of the Relevant Obligations of each Obligor;


“Secured Property”
means, in relation to any Equipment, (i) the security, powers, rights
(including, without limitation, the rights to receive monies and make claims
for damages), remedies, title, benefit (including, without limitation, the
benefit of all covenants, undertakings, guarantees, agreements,
representations, warranties, obligations and liabilities) and interests
(present and future, actual and contingent) constituted by, or conferred under
or pursuant to, all and any of the Security Documents and all and any notices,
acknowledgements and undertakings given in connection with any Security
Document (whether from any Obligor or any other person) if and to the extent
that that security, title and benefit and those powers, rights, remedies and interests
relate to the Security in relation to that Equipment or any part thereof, (ii)
all monies, property and other assets paid, transferred, vested, received or
recovered to, in or by any person (including, without limitation, any
Beneficiary, any agent of any Beneficiary or any Receiver) pursuant to the
enforcement or exercise of, or in respect of, all or any of that security,
title and benefit and those powers, rights, remedies and interests or otherwise
in connection with the Security in relation to that Equipment or any part
thereof, and (iii) during the Facility Security Period, all monies, property
and other assets at any time representing or deriving from any of the
foregoing, including all investments, interest, income and other amounts at any
time received or receivable in respect of, or otherwise in connection with, the
same (or any part thereof), and means together all of the Secured Property in
relation to all of the Equipment;


“Security”
means, in relation to any Equipment, all rights, title, benefit and interest
in, to, under and pursuant to (i) that Equipment, (ii) the shares of the Owner
and the Operator in relation to that Equipment, (iii) the Assigned Documents in
relation to that Equipment, (iv) the Earnings in relation to that Equipment,
(v) the Insurances in relation to that Equipment, (vi) the Requisition
Compensation in relation to that Equipment, (vii) each of the Assigned
Accounts, the Assigned Monies in relation to each of the Assigned Accounts and
the Assigned Account Documents in relation to each of the Assigned Accounts, in
each case if and to the extent that the same relates to, or represents, any of
the foregoing, and means together all such rights, title, benefit and interest
in relation to all of the Equipment, and all references to the Security include
a reference to each or any part thereof (as the context may require);


“Security Documents”
means (i) together the Deed of Proceeds and Priorities, the General Assignment,
each Mortgage, each Share Pledge, each Account Charge, each Quiet Enjoyment
Letter, the Norwegian Charge, the Notices of Assignment, each Additional Notice
of



 128
 









Assignment, each General Assignment Supplemental Deed,
each DPP Supplemental Deed, each Guarantee Accession Deed and each Further
Assurance Deed, in each case, as from time to time amended or supplemented,
together with each New Contract in relation to any of the foregoing and each
other deed, document, agreement or instrument which the parties thereto agree,
with the consent of the Majority Banks, is to be a Security Document, and (ii)
in relation to any Equipment, the Mortgage in relation to that Equipment, the
Share Pledges in relation to that Equipment, the General Assignment, each
General Assignment Supplemental Deed which relates to that Equipment and each
Account Charge entered into by any Obligor who is the Owner, the Operator,
and/or the Lessee in relation to that Equipment;


“Security Trustee”
means ING Bank N.V., a company incorporated under the laws of The Netherlands,
or such other person as may at the relevant time be appointed, and be acting,
as security trustee pursuant to clause 6 of the Deed of Proceeds and
Priorities, together with each other person who may at the relevant time be
acting as additional or co-trustee pursuant to clause 6 of the Deed of
Proceeds and Priorities, and includes its successors in title and (unless the
context otherwise requires) each agent appointed by the Security Trustee
pursuant to clause 6.18 and 6.25 of the Deed of Proceeds and Priorities;


“Security Trustee Account”
means the interest bearing Dollar account of the Security Trustee with the
Security Trustee Account Bank, with account number 02.00.69.847, and includes
any redesignation and sub-accounts thereof;


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


“Share Pledge”
means (i) in relation to the Uisge Gorm Vessel, the BNV Share Pledge, BOPS
Share Pledge and the BOL Share Pledge, (ii) in relation to the Glas Dowr
Vessel, the BGD Share Pledge and the BUK Share Pledge, (iii) in relation to the
Bleo Holm Vessel, the BBH Share Pledge and the BFP Share Pledge, (iv) in
relation to the Bluewater (Munin) Vessel, the BM Share Pledge and the LDC Share
Pledge, (v) in relation to the Haewene Brim Vessel, the BHB Share Pledge and
the PPC Share Pledge, and (vi) in relation to the Aoka Mizu Vessel, the BEP
Share Pledge and the BAM Share Pledge;


“Speculative Unit” means any FPSO or FSO
(which may include a New Unit or a Unit Project)  in relation to which:


(a)           no New Contract or
Contract (other than a Current Contract) has been entered into; or


(b)           a Speculative Unit
Contract has been entered into;


“Speculative Unit Contract” means a New
Contract, Contract (other than a Current Contract) or other agreement that has
been entered into (in the case of a New Contract, in compliance with the
provisions of clause 8.3.6 of the Credit Agreement) for the operation of a New
Unit, Unit Project, the Ettrick Project or other FPSO or FSO under which 125%
of Qualifying Contract Cash Flow will not be sufficient to repay or pay the
whole of the outstanding Financial Indebtedness used to finance the cost of
acquisition and/or Construction of that New Unit, Unit Project, the Ettrick
Project or such FPSO or FSO, as the case may be;


“Spill” means
any actual or threatened emission, spill, release or discharge of a Material of
Environmental Concern into the environment;



 129
 









“Statoil” means
Statoil Orient Inc., a company incorporated under the laws of Switzerland, with
company number CH-170.3.021.747-9 whose registered office is at Bundesstrasse
3, c/o Ernst & Young, 6304, Zug, Switzerland;


“Subordinated Amount”
means, at any time and in relation to any Bluewater Group Member or Aurelia
Energy, any Financial Indebtedness in relation to which all obligations and
liabilities (as to interest, principal and otherwise) are fully and effectively
subordinated to the Facility Obligations for the whole of the Facility Security
Period on terms approved by the Facility Agent (acting on the unanimous
instructions of the Banks) which (amongst other things) prohibit all payments
(of  interest, principal and otherwise)
thereunder and in relation thereto: it being acknowledged that the Indebtedness
under the terms of the Notes applicable as at the date of the Credit Agreement
fall within the scope of this definition;


“Subsidiary”
of (a) a person incorporated under the laws of a jurisdiction other than
England and Wales means any company or other person directly or indirectly
controlled by that person, and for this purpose “control” means either the
ownership of more than 50 per cent of the voting share capital (or equivalent
rights of ownership) of that company or other person or the power to direct its
policies and management, whether by contract or otherwise, and (b) a person
incorporated under the laws of England and Wales means a subsidiary within the
meaning of section 736 Companies Act 1985 but, in the case of Aurelia
Holding, Aurelia Energy and any Bluewater Group Member, shall exclude any
Bluewater Joint Venture;


“Talisman”
means Talisman Energy (UK) Limited, a company incorporated under the laws of
England and Wales, with company number 825828, whose registered office is at
20-22 Bedford Row, London WC1R 4JS, England;


“tangible net worth”
means, in relation to any person at any time, that person’s paid up or credited
as paid up shareholders’ equity (which includes the amount at that time
outstanding under the Marenco Loan Agreement), being the sum of (a) total
assets, less (b) intangibles, less (c) total liabilities (which, for the
avoidance of doubt, excludes shareholders’ equity and the amount at that time
outstanding under the Marenco Loan Agreement), less (d) deferred income tax
assets, determined by reference to the financial statements in relation to that
person produced in respect of the relevant accounting period;


“Taxes”
means and includes all present and future taxes, levies, imposts, duties, fees
or charges of whatever nature together with interest thereon and penalties in
respect thereof and “Taxation” shall
be construed accordingly;


“Technical Consultant”
means, in relation to each item of Equipment, Okeanos B.V. or such other
suitably qualified technical consultant nominated by the Bluewater Agent and
approved by the Facility Agent (acting on the instructions of the Majority
Banks) or such other suitably qualified person or persons from time to time
appointed by the Facility Agent (acting on the instructions of the Majority
Banks);


“Total Loss”
means, in relation to any Equipment;


(a)                        the
actual, constructive, compromised or arranged total loss of that Equipment; or


(b)                       the
Compulsory Acquisition of that Equipment; or



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(c)                        the
hijacking, theft, condemnation, capture, seizure, arrest, detention, forfeiture
or confiscation of that Equipment (other than where the same amounts to the
Compulsory Acquisition of that Equipment) unless that Equipment, is released
from such hijacking, theft, condemnation, capture, seizure, arrest, detention,
forfeiture or confiscation within ninety (90) days after the occurrence
thereof;


“Total Loss
Date” means, in relation to any Equipment, the date on which the
following occurs:


(a)                                  in
the case of an actual total  loss of that
Equipment, noon (London time) on the actual date that Equipment was lost or, if
such date is not known, on the day on which that Equipment was last reported;


(b)                                 in
the case of a constructive total loss of that Equipment, the date and the time
notice of abandonment of that Equipment is given to the insurers of that
Equipment for the time being (provided a claim for such constructive total loss
is admitted by those insurers) or, if those insurers do not admit such a claim,
the date and time at which a constructive total loss is subsequently adjudged
by a competent court of law to have occurred;


(c)                                  in
the case of a compromised or arranged total loss, the date upon which a binding
agreement as to such compromised or arranged total loss has been entered into
by the insurers of that Equipment;


(d)                                 in
the case of Compulsory Acquisition of that Equipment, the date upon which the
relevant requisition of title or other Compulsory Acquisition occurs; and


(e)                                  in
the case of hijacking, theft, condemnation, confiscation, capture, detention,
forfeiture, seizure or arrest of that Equipment (other than where the same
amounts to Compulsory Acquisition of that Equipment) which deprives the
Operator in relation to that Equipment of the use of that Equipment for more
than ninety (90) days, the expiry of the period of ninety (90) days after the
date upon which the relevant hijacking, theft, condemnation, confiscation,
capture, detention, forfeiture, seizure 
or arrest occurred;


“Total Loss Proceeds”
means, in relation to any Equipment, the proceeds of the Insurances in relation
to that Equipment or other compensation (including, without limitation,
Requisition Compensation in relation to that Equipment) received in respect of
a Total Loss in relation to that Equipment;


“Transaction Documents”
means together (i) the Assigned Documents, (ii) the Facility Documents, and
(iii) the Marenco Loan Agreement;


“Transaction Document
Rights” means, in relation to any Beneficiary, the rights,
interests, powers and remedies of that Beneficiary under and pursuant to the
Transaction Documents to which that Beneficiary is a party, in which that
Beneficiary has an interest as a Beneficiary or in relation to which that
Beneficiary has an interest by virtue of the assignment of all or any of the
rights under or pursuant to that Transaction Document by any party thereto in
favour of that Beneficiary or, as the case may be, the Security Trustee;



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“Transfer Certificate”
means a transfer certificate substantially in the form and terms of  schedule 6 to the Credit Agreement or in
such other form and terms as the Banks may approve or require;


“Transferee” has
the meaning ascribed thereto in clause 16.4 of the Credit Agreement;


“Transferor Bank”
has the meaning ascribed thereto in clause 16.4 of the Credit Agreement;


“Uisge Gorm Assigned
Documents” means together (i) the Uisge Gorm Lease, the Uisge Gorm
BOPS/BOL Sub-Contract and the Uisge Gorm Partial AH Contract Assignment (ii)
the Uisge Gorm Contract, (iii) the Economic Documents to the extent that they
relate to any of the foregoing, and (iv) any Additional Assigned Documents in
relation to the Uisge Gorm Vessel, and all references to the Uisge Gorm
Assigned Documents include a reference to each or any of them (as the context
may require);


“Uisge Gorm BOPS/BOL
Sub-Contract” means the BOPS/BOL sub-contract dated 14 December 1994
and made between BOPS and BOL;


“Uisge Gorm  Contract” means (i) the Current Uisge Gorm AH Contract, and
(ii) all and any other contracts, agreements or arrangements for the use,
chartering or commercial operation of the Uisge Gorm Vessel or any part thereof
and any guarantee or other security for the performance of any of the
obligations under any of what is referred to in paragraphs (i) or (ii) above;


“Uisge Gorm Lease”
means (i) the bareboat charter entered into between BNV and BOL in relation to
the Uisge Gorm Vessel and (ii) all and any other contracts, agreements,
arrangements or charters for the chartering, leasing or bailment of the Uisge
Gorm Vessel by the Owner thereof and any guarantee or other security for the
performance of any of the obligations under any of what is referred to in
paragraphs (i) or (ii) above;


“Uisge Gorm Operating Fees”
means the monies referred to in paragraph 4 of the Notice of Assignment issued
in respect of the Current Uisge Gorm AH Contract, and in relation to any other
Uisge Gorm Contract, any monies of a similar nature thereto, as agreed between
the Bluewater Agent and the Facility Agent (each acting reasonably);


“Uisge Gorm Partial AH
Contract Assignment” means the partial assignment of AH contract
dated 14 December 1994 and made between BOPS and BOL;


“Uisge Gorm Quiet Enjoyment
Letter” means the letter(s) of quiet enjoyment most recently issued
by the Facility Agent, to the Field Operator of the Uisge Gorm Contract, in
relation to the Uisge Gorm Vessel, in the Agreed Form;


“Uisge Gorm Vessel”
means (i) the vessel m.v. “UISGE GORM”
registered in The Netherlands Antilles at the port of Willemstad, Curaçao, in
the Ship Register (Scheepsregister)
at the Office of the Registrar of Ship Documents (Kantoor van
de bewaring der Scheepsbewijzen), with registration number
1994-C-1445, which has been converted into an FPSO, and (ii) any and all
Accessories whatsoever allocated to, appropriated for, installed in, attached
to or otherwise relating to that vessel or any part thereof, in each case whether
or not installed in, attached to or on board that vessel, and all references to
the Uisge Gorm Vessel include a reference to each or any part thereof (as the
context may require);



 132
 









“Unit Project”
means any Construction relating to any item of Equipment, other than the Aoka
Mizu Vessel or a Speculative Unit;


“Value Added Tax”
or “VAT” means value added tax as provided
for in VATA and legislation (whether delegated or otherwise) supplemental
thereto or in any primary or subordinate legislation promulgated by the
European Union or any body or agency thereof and
Belasting over Toegevoegde Waarde imposed in The Netherlands and any Tax
similar or equivalent to value added tax imposed by any country other than the
United Kingdom and any similar or turnover Tax replacing or introduced in
addition to any of the same;


“VATA” means the
Value Added Tax Act 1994;


“Vessels” means
together (i) the Uisge Gorm Vessel, (ii) the Glas Dowr Vessel, (iii) the Bleo
Holm Vessel, (iv) the Bluewater (Munin) Vessel, (v) the Haewene Brim Vessel,
and (vi) the Aoka Mizu Vessel, and all references to the Vessels include a
reference to each or any (as the context may require) of them; and


“war risks”
includes (without limitation) those risks covered by the standard form of
English marine policy with Institute War and Strikes clauses (Time)
(1/11/95) or similar cover.



 133
 









Schedule 10

Form of Resignation Letter


To:             [   ]
as Facility Agent


From:         [resigning
Guarantor] and Bluewater Agent


Dated:


Dear Sirs


Revolving
Credit Facility Agreement of up to $850,000,000


dated
[             ]
(the “Facility Agreement”)


1                                We
refer to the Facility Agreement.  This is
a Resignation Letter.  Terms defined in
the Facility Agreement have the same meaning in this Resignation Letter unless
given a different meaning in this Resignation Letter.


2                                Pursuant
to clause 21.8 (Resignation of a Guarantor), of
the Facility Agreement we request that [resigning Guarantor]
be released from its obligations as a Guarantor under the Deed of Proceeds and
Priorities and the Facility Documents.


3                                We
confirm that all the applicable conditions to the resignation of [resigning
Guarantor] as a Guarantor set out in clause 21.8 of the Facility Agreement are
and remain satisfied:


4                                This
letter is governed by English law and the provisions of clause 16.2 of the
Facility Guarantee shall apply to this letter.


Bluewater Agent                                                     [resigning Guarantor]


 


By:                                                                             By:



 134
 









Schedule 11


List
of Excluded Subsidiaries


1                               Companies


·                                Bleo
Holm Standby Purchaser NV


·                                Bluewater
(Malta) Limited


·                                Bluewater
Equipment Leasing Limited


·                                Bluewater
Terminal Systems NV


·                                Bluewater
(New Hull) BV


·                                Bluewater
(New Hull) NV


·                                Bluewater
(Dyphavet) BV


·                                Bluewater
(Tullebukk) BV


·                                Bluewater
Manning Services Ltd


·                                Bluewater
China Offshore Equipment Production Co Ltd


·                                Bleuwater
Energy Services (Malaysia) Bhd. Sdn.


·                                Bluewater
Brazil Ltda


·                                Bluewater
Offshore Production Systems (USA) Inc


·                                Bluewater
Norway ANS


·                                Bluewater
Offshore Production Systems Nigeria Ltd


·                                Bluewater
Oil & Gas Investment Ltd


·                                Bluewater
Services International Private Ltd


·                                Bluewater
Offshore France SAS


·                                Supernova
Energy BV


·                                Bluewater
Finance Ltd


2                               Removals


It is agreed by all the parties to the Credit
Agreement that, if at any time (a) any Obligor has granted or given any
guarantee, surety or security for any Indebtedness of any company listed in
paragraph 1 above, and (b) that company has granted or given any guarantee,
surety or security under or in connection with the Notes, that company shall



 135
 









be removed from the list set out in paragraph 1 above
and shall thereupon cease to be an Excluded Subsidiary for all purposes of the
Facility Documents.



 136















Schedule
12


Organisational
chart





 



 137
 









Part
2  Company Information


	
  Company

  	
   

  	
  Limited Liability

  	
   

  	
  Co N°

  	
   

  	
  Juris.

  	
   

  	
  Shareholders

  	
   

  	
  Quantity

  	
   

  	
  Type

  	
   

  
	
  Bluewater Energy NV

  	
   

  	
  Yes

  	
   

  	
  63983

  	
   

  	
  Netherlands
  Antilles

  	
   

  	
  Aurelia Energy NV

  	
   

  	
  80 000 000 (of
  150 000 000)

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Equipment Leasing Ltd.

  

  Onshore status

  	
   

  	
  Yes

  	
   

  	
  C32258

  

  As of 16 0ct. 2003

  	
   

  	
  Malta

  	
   

  	
  Bluewater
  Energy NV with effect from 1.1.2001

  

  Bluewater
  Holding BV

  	
   

  	
  1499 (of 1500)

  

  1 (of 1500)

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater (Malta) Ltd.

  	
   

  	
  Yes

  	
   

  	
  C21528

  	
   

  	
  Malta

  	
   

  	
  Bluewater Energy
  NV

  

  Bluewater Holding BV

  	
   

  	
  1499 (of 1500)

  

  1 (of 1500)

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bleo Holm Standby Purchaser NV

  	
   

  	
  Yes

  	
   

  	
  79593

  	
   

  	
  Netherlands
  Antilles

  	
   

  	
  Bluewater Energy
  NV

  	
   

  	
  6000 (of 30 000)

  

  1 (of 30 000)

  	
   

  	
  Class A

  

  Class B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Offshore

  Production Systems Ltd.

  

  Onshore status

  	
   

  	
  Yes

  	
   

  	
  C32259

  

  As of 16 Oct. 2003

  	
   

  	
  Malta

  	
   

  	
  Bluewater Energy
  NV

  

  Aurelia Energy NV

  

  Since 17/09/2003

  	
   

  	
  665 732 257 (of
  678 232 258)

  

  1 (of 678 232 258)

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Holding BV

  	
   

  	
  Yes

  	
   

  	
  34130587

  	
   

  	
  The Netherlands

  	
   

  	
  Bluewater
  Offshore Production Systems Ltd.

  	
   

  	
  100 000 (of 500
  000)

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Supernova Energy BV

  

  (Formerly
  Luludia Asset Finance BV – renamed 1 June 2006)

  	
   

  	
  Yes

  	
   

  	
  33281388

  	
   

  	
  The Netherlands

  	
   

  	
  Bluewater Holding
  BV

  	
   

  	
  40 (of 200)

  	
   

  	
  Ordinary

  	
   

  



 



 138
 









 


	
  Company

  	
   

  	
  Limited Liability

  	
   

  	
  Co N°

  	
   

  	
  Juris.

  	
   

  	
  Shareholders

  	
   

  	
  Quantity

  	
   

  	
  Type

  	
   

  
	
  Bluewater (New Hull) BV

  

  (Formerly
  Refugio BV Renamed 1 June 2006)

  	
   

  	
  Yes

  	
   

  	
  33240453

  	
   

  	
  The Netherlands

  	
   

  	
  Bluewater Holding
  BV

  	
   

  	
  40 (of200)

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Floating Production BV

  	
   

  	
  Yes

  	
   

  	
  34130591

  	
   

  	
  The Netherlands

  	
   

  	
  Bluewater Holding
  BV

  	
   

  	
  20 (of 100 000)

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater (New Hull) NV

  

  Renamed in Bluewater (Aoka Mizu) NV on 22 December 2005

  	
   

  	
  Yes

  	
   

  	
  78013

  

  34238751

  	
   

  	
  Netherlands
  Antilles

  	
   

  	
  Bluewater
  Floating Production BV

  	
   

  	
  6000 (of 30 000)

  

  1 (of 30 000)

  	
   

  	
  Class A

  

  Class B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Manning Services Limited

  	
   

  	
  Yes

  	
   

  	
  5144206

  	
   

  	
  UK

  	
   

  	
  Bluewater
  Floating Production BV

  	
   

  	
  2 of 1000

  

  1 GBP each

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater (Haewene Brim) NV

  

  This company is
  also registered in The Netherlands

  	
   

  	
  Yes

  	
   

  	
  88020

  	
   

  	
  Netherlands
  Antilles

  	
   

  	
  Bluewater
  Floating Production BV

  

  Since 28.1.2002

  	
   

  	
  6000 (of 30 000)

  

  1 (of 30 000)

  	
   

  	
  Class A

  

  Class B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater (Munin) NV

  

  This company is
  also registered in The Netherlands

  	
   

  	
  Yes

  	
   

  	
  87273

  	
   

  	
  Netherlands
  Antilles

  	
   

  	
  Bluewater
  Floating Production BV

  

  Since 28.1.2002

  	
   

  	
  6000 (of 30 000)

  

  1 (of 30 000)

  	
   

  	
  Class A

  

  Class B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater (Tullebukk) BV

  

  Incorporated on 24 June 2005

  	
   

  	
  Yes

  	
   

  	
  34228592

  	
   

  	
  The Netherlands

  	
   

  	
  Bluewater
  Floating Production BV

  	
   

  	
  18,000 (of
  90,000)

  	
   

  	
  Ordinary

  	
   

  



 



 139
 









 


	
  Company

  	
   

  	
  Limited Liability

  	
   

  	
  Co N°

  	
   

  	
  Juris.

  	
   

  	
  Shareholders

  	
   

  	
  Quantity

  	
   

  	
  Type

  	
   

  
	
  Bluewater (Dyphavet) BV

  

  Incorporated on 21 June 2005

  	
   

  	
  Yes

  	
   

  	
  34227746

  	
   

  	
  The Netherlands

  	
   

  	
  Bluewater
  (Tullebukk) BV

  	
   

  	
  18,000 (of
  90,000)

  

  Shares pledged on 30 June 2005 to ING Bank NV

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Offshore Production Systems NV

  

  Registered in the Netherlands on 2 September 2005

  	
   

  	
  Yes

  	
   

  	
  63981

  

  34232502

  	
   

  	
  Netherlands
  Antilles

  	
   

  	
  Bluewater
  Floating Production BV

  	
   

  	
  6000 (of 30 000)

  

  1 (of 30 000)

  

  Shares pledged to Barclays Bank

  	
   

  	
  Class A

  

  Class B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater (Glas Dowr)NV

  

  Registered in the Netherlands on 2 September 2005

  	
   

  	
  Yes

  	
   

  	
  73347

  

  34232501

  	
   

  	
  Netherlands
  Antilles

  	
   

  	
  Bluewater
  Floating Production BV

  	
   

  	
  6000 (of 30 000)

  

  1 (of 30 000)

  

  Shares pledged to Barclays Bank

  	
   

  	
  Class A

  

  Class B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater (Bleo Holm) NV

  

  Registered in the Netherlands on 2 September 2005

  	
   

  	
  Yes

  	
   

  	
  63982

  

  34232505

  	
   

  	
  Netherlands
  Antilles

  	
   

  	
  Bluewater
  Floating Production BV

  	
   

  	
  6000 (of 30 000)

  

  1 (of 30 000)

  

  Shares pledged to Barclays Bank

  	
   

  	
  Class A

  

  Class B

  	
   

  



 



 140
 









 


	
  Company

  	
   

  	
  Limited Liability

  	
   

  	
  Co N°

  	
   

  	
  Juris.

  	
   

  	
  Shareholders

  	
   

  	
  Quantity

  	
   

  	
  Type

  	
   

  
	
  Bluewater (New Hull) NV

  	
   

  	
  Yes

  	
   

  	
  98778

  	
   

  	
  Netherlands
  Antilles

  	
   

  	
  Bluewater
  Floating Production BV

  	
   

  	
  2 (of 2)

  	
   

  	
  Non cumulative
  (5%) preferred share A Common share class B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Energy Services BV

  	
   

  	
  Yes

  	
   

  	
  34088044

  	
   

  	
  The Netherlands

  	
   

  	
  Bluewater Holding
  BV

  	
   

  	
  35 000 (of 175
  000)

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater China Offshore

  Equipment Production Co. Ltd.

  	
   

  	
  Yes

  	
   

  	
  tba

  	
   

  	
  China

  	
   

  	
  Bluewater Energy
  Services BV

  	
   

  	
  tba

  	
   

  	
  tba

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater International BV

  	
   

  	
  Yes

  	
   

  	
  34130590

  	
   

  	
  The Netherlands

  	
   

  	
  Bluewater Holding
  BV

  	
   

  	
  20 000 (of 100
  000)

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Brasil Ltda.

  	
   

  	
  Yes

  	
   

  	
  04280695/0001-63

  	
   

  	
  Brazil

  	
   

  	
  Bluewater
  International BV

  

  Bluewater Holding BV as of 15 April 2003

  	
   

  	
  49,999 (of
  50,000)

  

  1 (of 50,000)

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Offshore

  Production Systems (USA) Inc.

  	
   

  	
  Yes

  	
   

  	
  Charter number

  

  00137173-06

  	
   

  	
  Delaware, USA

  	
   

  	
  Bluewater
  International BV

  	
   

  	
  1000 (of 3000)

  	
   

  	
  Common Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lufeng Development Company ANS

  	
   

  	
  Partnership

  	
   

  	
  976 744 705

  	
   

  	
  Norway

  	
   

  	
  Partners:

  

  Bluewater International BV

  

  Bluewater Holding BV

  	
   

  	
  99%

  

  1%

  	
   

  	
  N/A

  	
   

  



 



 141
 









 


	
  Company

  	
   

  	
  Limited Liability

  	
   

  	
  Co N°

  	
   

  	
  Juris.

  	
   

  	
  Shareholders

  	
   

  	
  Quantity

  	
   

  	
  Type

  	
   

  
	
  Bluewater Norway ANS

  	
   

  	
  Partnership

  	
   

  	
  984109598

  	
   

  	
  Norway

  	
   

  	
  Partners:

  

  Bluewater International BV

  

  Bluewater Holding BV

  	
   

  	
  99%

  

  1%

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Offshore

  Production Systems Nigeria Ltd.

  	
   

  	
  Yes

  	
   

  	
  RC366224

  	
   

  	
  Nigeria

  	
   

  	
  Bluewater
  International BV

  

  Bluewater Holding BV

  	
   

  	
  4,999 999 (of
  5,000,000)

  

  1 (of 5,000,000)

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Services International Private Limited

  	
   

  	
  Yes

  	
   

  	
  200407205K

  	
   

  	
  Singapore

  	
   

  	
  Bluewater International
  BV

  	
   

  	
  2 of 2

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Oil & Gas Investments Limited

  

  (registered on

  2 Sept. 2003)

  	
   

  	
  Yes

  	
   

  	
  491169

  	
   

  	
  Nigeria

  	
   

  	
  Bluewater
  International BV

  

  Bluewater Holding BV

  	
   

  	
  4,999 999 (of
  5,000,000)

  

  1 (of 5,000,000)

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Offshore France SAS

  

  (incorporated on 30 December 2004)

  	
   

  	
  Yes

  	
   

  	
  RCS Paris 480

  099 019

  	
   

  	
  France

  	
   

  	
  Bluewater
  International BV

  	
   

  	
  19,000 (of
  37,000)

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Services (UK) Ltd.

  	
   

  	
  Yes

  	
   

  	
  3253206

  	
   

  	
  UK

  	
   

  	
  Bluewater Holding
  BV

  	
   

  	
  37,654,721 (of
  42,000,000)

  	
   

  	
  Ordinary

  	
   

  



 



 142
 









 


	
  Company

  	
   

  	
  Limited Liability

  	
   

  	
  Co N°

  	
   

  	
  Juris.

  	
   

  	
  Shareholders

  	
   

  	
  Quantity

  	
   

  	
  Type

  	
   

  
	
  Bluewater Operations (UK) Ltd.

  	
   

  	
  Yes

  	
   

  	
  2982172

  	
   

  	
  UK

  	
   

  	
  Bluewater
  Services (UK) Ltd.

  	
   

  	
  1 854 717 (of 2
  000 000)

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater (Floating Production) Ltd.

  	
   

  	
  Yes

  	
   

  	
  3291793

  	
   

  	
  UK

  	
   

  	
  Bluewater
  Services (UK) Ltd.

  	
   

  	
  2 (of 1000)

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater (UK) Ltd.

  	
   

  	
  Yes

  	
   

  	
  3138155

  	
   

  	
  UK

  	
   

  	
  Bluewater
  Services (UK) Ltd.

  	
   

  	
  2 (of 1000)

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pierce Production Company Ltd

  	
   

  	
  Yes

  	
   

  	
  3492253

  	
   

  	
  UK

  	
   

  	
  Bluewater
  Services (UK) Ltd.

  	
   

  	
  3 400 000 of USD
  1

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Ettrick Production (UK) Ltd.

  	
   

  	
  Yes

  	
   

  	
  5734666

  	
   

  	
  UK

  	
   

  	
  Bluewater
  Services (UK) Ltd.

  	
   

  	
  1 (of 1000)

  	
   

  	
  Ordinary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Terminal Systems NV

  

  This company is also registered in The Netherlands

  	
   

  	
  Yes

  	
   

  	
  13578

  	
   

  	
  Netherlands
  Antilles

  	
   

  	
  Bluewater Holding
  BV

  	
   

  	
  19 252 (of 60
  000)

  	
   

  	
  N/A

  	
   

  



 



 143
 









EXECUTION
PAGE - RCF


	
  Arranger

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  ING BANK N.V.

  	
  )

  	
   

  
	
  by PHILIP VALLANCE

  	
  )

  	
  PHILIP VALLANCE

  
	
  its duly authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  CAROL
  AITKEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Facility Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  ING
  BANK N.V.

  	
  )

  	
   

  
	
  by PHILIP VALLANCE

  	
  )

  	
  PHILIP VALLANCE

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  CAROL AITKEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Security Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  ING
  BANK N.V.

  	
  )

  	
   

  
	
  by PHILIP VALLANCE

  	
  )

  	
  PHILIP VALLANCE

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  CAROL AITKEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Banks

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  ING
  BANK N.V.

  	
  )

  	
   

  
	
  by PHILIP VALLANCE

  	
  )

  	
  PHILIP VALLANCE

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  CAROL AITKEN

  	
   

  	
   

  



 



 144
 









 


	
  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

  	
   

  	
   

  



 



 145
 









 


	
  Borrowers

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  HOLDING B.V.

  	
  )

  	
   

  
	
  by CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  ENERGY SERVICES B.V.

  	
  )

  	
   

  
	
  by CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  (AOKA MIZU) N.V.

  	
  )

  	
   

  
	
  by CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  



 



 146