Exhibit 4.77


Execution Version


Notice of Assignment in relation
to AHL


	
  To:

  	
  Hess Limited

  
	
   

  	
  Leve1 9

  
	
   

  	
  The Adelphi Building

  
	
   

  	
  1-11 John Adam Street

  
	
   

  	
  London

  
	
   

  	
  WC2N 6AG

  
	
   

  	
   

  
	
   

  	
  For the attention of
  Associate General Counsel

  
	
   

  	
   

  
	
  Copy: 

  	
  Hess Limited

  
	
   

  	
  1 Berry Street

  
	
   

  	
  Aberdeen AB25 1HF

  
	
   

  	
   

  
	
   

  	
  Attention: Fife Asset
  Manager

  



 


m.v. “UISGE GORM”


We refer to:


(a)                                  the
agreement (as amended from time to time prior to the date hereof or, with the
consent of the Assignee (as defined below), after the date hereof) for a floating
production, storage and offtake facility in relation to the vessel m.v. “Uisge
Gorm” dated 25th March 1994 and made between you, Hess Limited, and Bluewater
Offshore Production Systems Limited (“BOPS”) and
the absolute assignment (“Payment Assignment”)
of certain payment rights thereunder dated 14th December 1994 and made between
BOPS and Bluewater Operations (UK) Limited (“BOL”), which
assignment has been notified to you, and every deed, document, agreement, instrument,
contract or other arrangement relating thereto (collectively referred to herein
as the “Uisge Gorm Contract”); and


(b)                                 the
notice of assignment dated 28 January 2002 issued to you by BUK, BOL and BOPS (amongst
others) (the “Notice”).


We hereby give you notice :


1.                                       that,
by a Deed of Release, Discharge, Reassignment and Termination dated 29 June
2006, the Assignee (as defined in the Notice) reassigned the rights, title, interest
and benefit assigned to the Assignee and described in the Notice;


2.                                       that,
by a General Assignment (the “Assignment”)
dated 29 June 2006, made between (inter alios) BOL, BOPS and ING Bank N.V. (in
its capacity as security trustee) (the “Assignee”),
BOL has assigned to the Assignee all of its rights, title, interest, and
benefit (present and future, actual and contingent) in, to, under and pursuant
to (inter alia) the Uisge Gorm Contract as and to the extent assigned to BOL
pursuant to the Payment Assignment including (but without prejudice to the
generality of the foregoing) its rights to receive certain monies and make
certain claims for damages under and pursuant to the Uisge Gorm Contract as and
to the extent assigned to BOL pursuant to the Payment Assignment;


3.                                       that,
by the Assignment, which contains a Maltese pledge, made between (inter alios)
BOPS and the Assignee, BOPS has assigned and pledged to the Assignee all of its
rights, title, interest, and benefit (present and future, actual and
contingent) in, to, under and pursuant to (inter alia) the Uisge Gorm Contract including
(but without prejudice to the generality of the foregoing) its rights to receive
certain monies and make certain claims for damages under and pursuant to the Uisge
Gorm Contract;













4.                                       that,
unless and until you receive notification from the Assignee or ING Bank N.V. as
contemplated by paragraph 6 below, you are irrevocably authorised and instructed
to pay those amounts payable to us under and pursuant to the Uisge Gorm
Contract which are identified below to such account as we may from time to time
direct (and all defined terms used below and all references below to parts,
sections and tables are to the relevant defined terms used in and parts, sections
and tables of the Uisge Gorm Contract):


(a)                                  the
Operating Rate payments in relation to a Standby Safety Vessel;


(b)                                 that
part of the Lay-Up Rate calculated by reference to the Operating Rate;


(c)                                  payments
relating to Demobilisation;


(d)                                 the
Sundry Rate ltems;


(e)                                  the
Hourly Rates; and


(f)                                    the
Operating Rate referred to in the variation order number P013 issued pursuant
to the Uisge Gorm Contract;


5.                                       that,
unless and until you receive notification from the Assignee or ING Bank N.V. as
contemplated by paragraph 6 below, you are irrevocably authorised and
instructed to pay all other amounts payable to us under and pursuant to the
Uisge Gorm Contract to account name “BOL Assigned Account”, account number 02
..00.22.425, with ING Bank N.V., acting through its Amsterdam head office, or to
such other account as ING Bank N.V., acting for these purposes as the agent of
the Assignee, may from time to time direct;


6.                                       that
at all times after the Assignee or ING Bank N.V., acting for these purposes as
the agent of the Assignee, notifies you in writing that the Assignment has become
enforceable, you are irrevocably authorίsed and instructed to pay all
amounts payable to us under and pursuant to the Uisge Gorm Contract (including all
amounts referred to in paragraphs 4 and 5 above) to account name “BOL Assigned
Account”, account number 02.00.22.425, with ING Bank N.V., acting through its
Amsterdam head office, or to such other account as ING Bank N.V., acting for these
purposes as the agent of the Assignee, may from time to time direct; and


7.                                       that
each amount paid by you in accordance with paragraph 4, 5 or 6 above shall
discharge, by a corresponding amount, your payment obligations under the Uisge
Gorm Contract.


8.                                       without
prejudice to paragraphs 4, 5 and 6 of this notice, ING Bank N.V. confirms to
Hess Limited that clause 6.2 of the Assignment states that:


“Unless and until
a Facility Event has occurred and is continuing ... each Security Party shal be
entitled, without any requirement to first obtain the consent of any person, to
grant any consent, exercise any discretion or determine any matter, or to
enforce or exercise any right, remedy or power under or in relation to each of
the Contract ... to which that Security Party is a part”.


Accordingly, until
such time as ING Bank N.V., acting for this purpose as agent of the Assignee, may
give you notice to the contrary, BOL shall be entitled to grant any consent,
exercise any discretion or determine any matter, or to enforce or exercise any
right, remedy or power under or in relation to, the Uisge Gorm Contract. Upon
and at all times after any such notice is given by ING Bank N.V. (in such
capacity), ING Bank N.V. alone shall be entitled to grant any consent, exercise
any discretion or determine any matter, or to enforce or exercise any right, remedy
or power under or in relation to, the Uisge Gorm Contract.


Please acknowledge receipt of this notice by signing
the acknowledgement endorsed on the enclosed duplicate of this notice and
returning that duplicate direct to the Assignee at the address shown, with a copy
to us.



 2
 









 


	
  For and on behalf of

  
	
  Bluewater
  Operations (UK) Limited

  
	
  by its duly
  authorised attorney-in-fact

  
	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated 29
  June 2006.

  
	
   

  
	
   

  
	
  For and on
  behalf of

  
	
  Bluewater
  Offshore Production Systems Limited

  
	
  by its duly
  authorised attorney-in-fact

  
	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated 29
  June 2006.

  
	
   

  
	
   

  
	
  Confirmed and
  agreed.

  
	
  Bluewater
  (UK) Limited

  
	
  by its duly
  authorised attorney-in-fact

  
	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated 29
  June 2006.

  
	
   

  
	
   

  
	
  Confirmed and
  agreed.

  
	
  ING
  Bank N.V.

  
	
  by its duly
  authorised attorney-in-fact

  
	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated 29
  June 2006.

  



 



 3
 









Acknowledgement of Assignment -
AH Contract


	
  To: 

  	
  ING Bank N.V.

  
	
   

  	
   

  
	
  Copy: 

  	
  Bluewater (UK)
  Limited, Bluewater
  Operations (UK) Limited, Bluewater Offshore Production Systems Limited

  



 


We acknowledge receipt of the
notice set out above and consent to the reassignment, assignment and pledge
referred to therein.


	
  For and on behalf of

  	 

	
  Hess Limited

  	 

	
  by its duly authorised officer

  	 

	
   

  	 

	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated 3/6/2006.

  	 

				



 



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