Exhibit 4.67


	
  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


FACILITY
GUARANTEE


in
relation to a


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 herein


arranged by


ING BANK N.V.


Facility Agent:  ING BANK N.V.


















Contents


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  Definitions

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
  Interpretation

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  3

  	
  Guarantee

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  4

  	
  Security provisions

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  5

  	
  Application of monies

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  6

  	
  Representations and Warranties

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
  Covenants

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  8

  	
  Powers of Security Trustee to protect security and
  remedy defaults

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  9

  	
  Powers of the Security Trustee on Facility Event

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  10

  	
  Further assurance

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  11

  	
  Payments and Taxes

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  12

  	
  Losses

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  13

  	
  Benefit and burden/assignment

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  14

  	
  Limitations and Rights of Contribution

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  15

  	
  Notices

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  16

  	
  Law and Jurisdiction

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  17

  	
  Miscellaneous

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 1 Guarantee Accession Deed

  	
   

  	
  32

  



 
















THIS
GUARANTEE is dated 29 JUNE,
2006 and is made BETWEEN:


(1)                        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;


(2)                        BLUEWATER 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;


(3)                        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;


(4)                        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;


(5)                        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;


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


(7)                        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;


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


(9)                        BLUEWATER OFFSHORE PRODUCTION SYSTEMS N.V., a company incorporated under the laws of 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;


(10)                  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;


(11)                  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;



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(12)                  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;


(13)                  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;


(14)                  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;


(15)                  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;


(16)                  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;


(17)                  PIERCE PRODUCTION COMPANY LIMITED, a
company incorporated under the laws of England and Wales, with company number
3492253, whose registered office is at 15 Appold Street, London EC2A 2HB,
England;


(18)                  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, as Bluewater agent; and


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


WHEREAS:


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


(B)                                The
execution and delivery by each of the parties hereto of this Guarantee is a
condition precedent to the obligations of the Facility Beneficiaries under and
pursuant to the Credit Agreement including, in particular, the obligations of
the Banks to make available to the Borrowers the credit facility referred to in
Recital (A) above.


NOW
THIS GUARANTEE WITNESSES AND IT IS HEREBY AGREED as follows:


1                               Definitions


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



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


2                               Interpretation


2.1                     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 Guarantee.


2.2                     Interpretations


In this Guarantee, unless the context otherwise
requires:


2.2.1              references to
clauses and schedules shall be construed as references to clauses of and
schedules to this Guarantee and references to this Guarantee include its
schedules;


2.2.2              references to (or to
any specified provision of) this Guarantee or any other document shall be
construed as references to this Guarantee, 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 Guarantee and clause 13.2 of the Deed of Proceeds and Priorities;


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


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


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


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


2.2.7              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


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


2.3                     Conflicts


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



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2.4                     Benefit


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


2.5                     Consents and
Discretion


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


2.6                     Facility
Agent


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


2.7                     Bluewater
Agent


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


(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, to execute on its behalf any Credit Agreement Supplemental
Agreement, 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 Guarantor notwithstanding that they may affect the Guarantor,
without further reference to or the consent of that Guarantor; and


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


and in each case the Guarantor shall be bound as
though the Guarantor itself had given the notices and instruction or executed
or made the agreements or effected the amendments, or received the relevant
notice, demand or other communication.


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



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Agent under any Facility Document on behalf of any
Guarantor or in connection with any Facility Document (whether or not known to
any other Guarantor and whether occurring before or after such other Guarantor
became a Guarantor under any Facility Document) shall be binding for all
purposes on that Guarantor as if that Guarantor 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 Guarantor, those of the Bluewater Agent shall prevail.


3                               Guarantee


3.1                     Guarantee and
Covenant


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


3.2                     Interest, Losses
and Expenses


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


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


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


3.2.3              the Expenses.


3.3                     Indemnity


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



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subject of the guarantee and covenant in
clause 3.1 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 Obligor, 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 Obligor), whether or not known to the Security Trustee or
any other Facility Beneficiary, that Guarantor shall nevertheless be liable to
the Security Trustee in respect of that purported obligation or liability as if
the same were fully valid and enforceable and that Guarantor were the principal
debtor in respect thereof.  Each
Guarantor agrees to keep the Security Trustee and each other Facility
Beneficiary fully indemnified, on demand by the Security Trustee, against all
and any Losses incurred, suffered or paid by the Security Trustee or any other
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.


3.4                     Maximum
principal amount


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


4                               Security
provisions


4.1                     Statements of
account conclusive


Any certificate or determination of the Security
Trustee as to the Facility Obligations or any of them, or any other amount
payable by any Obligor or any of them under or pursuant to this Guarantee or
any other Facility Document, shall, in the absence of manifest error, be
binding and conclusive on and against each Guarantor.


4.2                     No security
taken by any Guarantor


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


4.3                     Interest


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



 6
 









amount pursuant to clause 3.1 of the Credit Agreement,
or (ii) (in all other circumstances) at the Default Rate, in each case, from
the date of demand by the Security Trustee to the date of payment (after as
well as before judgment).  Such interest
shall, if it is not paid when demanded by the Security Trustee, be compounded
at the end of each period determined for this purpose by the Security Trustee,
but without prejudice to the Security Trustee’s right to require payment of
such interest. To the extent that interest on any amount demanded under this
Guarantee also accrues on the same amount under the Credit Agreement or any
other Facility Document in respect of which a similar demand has been made by
the Security Trustee or any other Facility Beneficiary, there shall be no
double-counting of interest on that amount and each payment of interest on that
amount by the relevant person under this Guarantee or under the Credit
Agreement or that other Facility Document shall be a pro tanto discharge of the
corresponding liability of any other person to pay interest on that amount.


4.4                     Continuing
guarantee


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


4.4.1              be held by the
Security Trustee as a continuing security for the payment, repayment,
satisfaction, performance and discharge of the Facility Obligations and shall not
be satisfied by any intermediate payment, repayment, satisfaction, performance
or discharge of any part of  the Facility
Obligations (or by any settlement of accounts between any person and the
Security Trustee or any other Facility Beneficiary) and shall remain in full
force and effect until the Facility Obligations have been paid, repaid,
performed, satisfied and discharged in full (which expression shall not embrace
any payment or dividend  of less than
100% in any Insolvency Event in relation to any Guarantor or any other person);


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


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


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


4.4.5              not be in any way
prejudiced, limited, discharged, delayed, reduced or affected by the Security
Trustee or any other Facility Beneficiary (i) granting any time, indulgence or
concession to any Guarantor, any Obligor or any other person, or compounding
with any person in relation to, or exchanging, discharging, releasing or
varying, any obligation or liability of any Guarantor, any Obligor or any other
person, (ii) granting,



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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 Guarantor, any Obligor or any other person;


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


4.4.7              not be in any way
prejudiced, limited, discharged, delayed, reduced or affected by any act or
omission which would not have prejudiced, limited, discharged, delayed, reduced
or affected the obligations and liabilities of any Guarantor, the guarantee
under this Guarantee or the rights, powers and remedies of the Security Trustee,
had that Guarantor been a principal debtor instead of a guarantor or by
anything done or omitted which but for this provision might operate to
prejudice, limit, reduce, discharge, delay or affect such obligations and
liabilities, such security or such powers, rights and remedies.


4.5                     Rights
additional


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


4.6                     Waiver of
rights


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


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


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


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


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


4.6.5              not claim or prove
in any Insolvency Event in relation to any Obligor or any other person liable
for the Facility Obligations, in each case, in relation to the Facility
Guarantee Obligations;


4.6.6              not have the benefit
of, or share in, any payment from, or composition with any Obligor or any other
person liable for the Facility Obligations, in each case, in relation to the
Facility Guarantee Obligations; and



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4.6.7              if so directed by
the Security Trustee, prove in any Insolvency Event in relation to any Obligor
or any other person liable for the Facility Obligations, in each case, in
relation to the Facility Guarantee Obligations, 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 4.6 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 Facility Guarantee Obligations in such manner as the Security
Trustee may deem appropriate.


4.7                     Suspense
account


All monies received under or pursuant to this
Guarantee (whether before or after any Incapacity of any Obligor) may, if a
Facility Event has occurred, be placed to the credit of an interest bearing
suspense account with a view to preserving the rights of the Facility
Beneficiaries (or any of them) to prove for the whole of their claims against
the Obligors and each other person liable or may be applied in or towards
satisfaction of the Facility Obligations in such manner as the Security Trustee
may deem appropriate.


4.8                     Settlements
conditional


Any release, reassignment, discharge or settlement
between the Security Trustee, on the one hand, and any Obligor or any other
person, on the other hand, shall be conditional upon the security, disposition,
satisfaction, performance, discharge, payment or repayment to which such
release, reassignment, discharge or settlement relates not being or becoming
void, voidable, set aside or ordered to be refunded and if such condition shall
not be satisfied the Security Trustee shall be entitled to enforce this
Guarantee subsequently as if such release, reassignment, discharge or
settlement had not occurred and such security, disposition, satisfaction,
performance, discharge, repayment or payment had not been made.


4.9                     Collateral
Instruments


Neither the Security Trustee nor any other Facility
Beneficiary shall be obliged to make any claim or demand on any Obligor 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 Guarantee and no
action taken or omitted by the Security Trustee or any other 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 any Guarantor under and pursuant to, or the
guarantee under, this Guarantee nor shall the Security Trustee or any other
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 Facility Obligations.


4.10              Retention of this
Guarantee


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



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5                               Application
of monies


All Facility Proceeds received by the Security Trustee
from or on behalf of the Guarantors or any of them pursuant to this Guarantee
shall be paid by the Security Trustee to the Facility Agent for application in
accordance with clause 4.2 of the Credit Agreement.


6                               Representations
and Warranties


6.1                       Each
Guarantor represents and warrants to the Security Trustee that:


6.1.1              due incorporation


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


6.1.2              corporate power


it has power to execute, deliver and enter into, and
perform its obligations under, this Guarantee, 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;


6.1.3              binding obligations


subject to any applicable Reservations, this
Guarantee, 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;


6.1.4              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 Guarantee, 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;



 10
 









6.1.5              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;


6.1.6              no filings


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


6.1.7              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;


6.1.8              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);


6.1.9              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



 11
 









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 Guarantee, 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;


6.1.10        ownership of Subsidiaries


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


6.1.11        only Subsidiaries


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


6.1.12        pari passu


its obligations under this Guarantee 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;


6.1.13        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;


6.1.14        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; and



 12
 









6.1.15        copies true and complete


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


6.1.16        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; and


6.1.17        organisation chart


at Closing, the organisation chart and table set out
in Parts 1 and 2, respectively, of Schedule 12 of the Credit Agreement 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.


6.2                       Each
Guarantor further represents and warrants to the Security Trustee that:


6.2.1              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;


6.2.2              no default under
other Financial Indebtedness


none of it, any of the Bluewater Group Members 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 6.2.2
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);



 13
 









6.2.3              material adverse
change


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


6.2.4              no withholding Taxes


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


6.2.5              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);


6.2.6              environmental
matters


except as may already have been disclosed by it in
writing to, and acknowledged in writing by, 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;


(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); and


6.2.7              Core business


the core business of the Bluewater Group is the Core
Business and the Bluewater Group owns at least four (4) FPSOs which are
Equipment.


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



 14
 









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


6.4                       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 6.3 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 6.4 shall not apply to any representation
or warranty made or deemed to be made on the date of this Guarantee 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
Guarantee or the date of the first Drawdown Notice, as the case may be.


6.5                       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 6.4, the Banks shall be deemed to have agreed, as of the eleventh (11th)
Banking Day falling after the date of receipt referred to above, that 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.


7                               Covenants


7.1                       Each
Guarantor covenants to the Security Trustee that it will:


7.1.1              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 6.2.1, (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 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



 15
 









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;


7.1.2              confirmation


if and whenever 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 and no Environmental Claim, no Material Adverse Change and no
material divergence from any Initial Budget has occurred and is continuing;


7.1.3              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 Guarantee, 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;


7.1.4              pari passu


ensure that its obligations under this Guarantee 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;


7.1.5              financial statements


in the case of Aurelia Energy, properly prepare or
cause to be properly prepared (a) financial statements in respect of each
financial year and financial statements in respect of each half of each
financial year (on the same basis as the annual financial statements), and (b)
future financial projections (in form and terms sufficient to enable the
Bluewater Agent to make all necessary calculations and determinations in
connection with the covenants set out in clauses 7.1.18 to 7.1.22 (inclusive)),
and will in each case deliver as many copies of those financial statements and
future financial projections 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 (in the case of annual financial statements) or
ninety (90) days (in the case of semi-annual financial statements) after the
end of the financial period to which they relate. All financial statements
delivered hereunder shall be accompanied by the corresponding financial
projections referred to above and, in respect of the covenants set out in
clauses



 16
 









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


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


7.1.7              provision of further
information


without prejudice to its other covenants under this
clause 7.1, provide to the Facility Agent such financial and other
information concerning it, the financial condition, operations and assets of
it, the other Obligors and (after the Implementation Date) Aurelia Holding, as
the Facility Agent may from time to time reasonably request;


7.1.8              Notes


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


7.1.9              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;


7.1.10        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;


7.1.11        binding obligations


procure that this Guarantee, 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;



 17
 









7.1.12        corporate existence


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


7.1.13        filings


procure that, if it is or becomes necessary to ensure
the legality, validity, enforceability, priority or admissibility in evidence
of this Guarantee, 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, 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;


7.1.14        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;


7.1.15        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;


7.1.16        compliance by Bluewater
Group Members


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


7.1.17        FPSO ownership


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



 18
 









7.1.18        tangible net worth


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


7.1.19        Interest Cover Ratio


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


7.1.20        Operating Leverage


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


7.1.21        minimum liquidity amount


procure that the Bluewater Group and Aurelia Energy
maintains an aggregate minimum liquidity amount of not less than fifteen
million Dollars ($15,000,000) in freely available cash (including availability
under the Credit Agreement) or Cash Equivalent Investments, as determined at
each semi-annual accounting period of the Bluewater Group;


7.1.22        market value ratio


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


7.1.23        ownership confirmation


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


7.1.24        Bluewater Finance


procure that Bluewater Finance will not (a) undertake,
or be otherwise involved in, any business whatsoever, (b) undertake, assume 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;



 19
 









7.1.25        Owned and Controlled
Subsidiaries


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


7.1.26        financial model


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


7.1.27        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;


7.1.28        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 Owner or Operator becoming an Owner or, as the case may be, an Operator,
the requirements of clause 21.9 of the Credit Agreement are satisfied in full;


7.1.29        Netting Arrangements


procure that at all times during the Facility 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 of any negative balance or any account of
any person which is not a Borrower or Guarantor;


7.1.30        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 of the Credit Agreement 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;



 20















7.1.31        Excluded Subsidiaries


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


7.1.32        Money Laundering


in relation to the performance and discharge of its
obligations and liabilities under this Guarantee or any of the Facility Documents
to which it is a party and the transactions and other arrangements effected or
contemplated by this Guarantee 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).


7.2


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


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


(b)                      any and all
obligations and liabilities of Bluewater Energy are discharged and satisfied in
full.


7.2.2              Aurelia Energy
covenants to the Security Trustee that it will procure that any liquidation of
BOPS occurs on a solvent basis and that, prior to any such liquidation:


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


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


(c)                       BOPS is no
longer an Owner or Operator; and


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


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



 21
 









7.3                       Each
Guarantor covenants to the Security Trustee that it will not:


7.3.1              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 Guarantor; 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 Guarantor 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 7.3.1;


7.3.2              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 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;


7.3.3              disposals


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



 22
 









transactions, related or not, unless the provisions of
clause 2.7.3 (b) of the Credit Agreement are complied with and provided however
that such disposal shall not result in fewer than four (4) Vessels being
subject to security in favour of or for the benefit of the Facility
Beneficiaries; or


7.3.4              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 in relation to which any Facility
Beneficiary holds any Security or which is the subject of any Security
Document; or


7.3.5              Indebtedness


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


7.3.6              Leases and Contracts


enter into any New Contract in relation to any
Assigned Document, in each case after the date of this Guarantee, 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


7.3.7              disposals


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


8                               Powers
of Security Trustee to protect security and remedy defaults


8.1                     Protective
action


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


9                               Powers
of the Security Trustee on Facility Event


9.1                     Powers


Upon the occurrence of any Facility Event (whether or
not the Facility Agent shall have issued any Acceleration Notice and whether or
not the Security Trustee has made any



 23
 









demand under clause 3.1, but subject always to
clause 13.4 of the Credit Agreement), the Security Trustee shall become
forthwith entitled to exercise, as and when it deems appropriate, all or any of
the rights, powers and remedies possessed by it as (whether at law, by virtue
of this Guarantee or otherwise), in each case without further notice and
without the restrictions contained in section 103 of the Law of Property Act
1925 (but provided always that the Security Trustee may only commence any such
enforcement action at a time at which a Facility Event is continuing), and in
particular (without limiting the generality of the foregoing) the Security
Trustee shall be entitled:


9.1.1              to apply all monies
and other property received under or pursuant to this Guarantee in or towards
satisfaction of the Facility Obligations; and


9.1.2              to recover from each
Guarantor on demand all Expenses suffered, incurred or paid by the Security
Trustee or any other Facility Beneficiary in, or otherwise in connection with,
the exercise of the powers (or any of them) referred to in this
clause 9.1.


9.2                     Filings


Each Guarantor hereby irrevocably and unconditionally
appoints the Security Trustee 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 in order to file, record, register or
enrol this Guarantee in any court, public office or elsewhere as the Security
Trustee may deem appropriate, now or in the future, to ensure the legality,
validity, priority, enforceability or admissibility in evidence hereof and
thereof.  The Security Trustee declares
that it has an interest in this mandate, accepts the same and declares that the
mandate forms part of its security.


9.3                     Remedies
cumulative


No failure or delay on the part of the Security
Trustee to exercise any right, power or remedy of it under or pursuant to this
Guarantee shall operate as a waiver thereof, nor shall any single or partial
exercise by the Security Trustee of any right, power or remedy, or the
discontinuance, abandonment or adverse determination of any legal action or
proceeding taken by the Security Trustee 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 the Security Trustee of any consent prejudice the right of
the Security Trustee to withhold or give consent in relation to any other
similar matter.  The rights, powers and
remedies of the Security Trustee under and pursuant to this Guarantee are
cumulative and are not exclusive of any right, power and remedy provided by
law.


9.4                     Delegation


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



 24
 









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


10                        Further
assurance


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


11                        Payments
and Taxes


11.1              Grossing up


11.1.1        If at any time any
Guarantor is required to make any deduction or withholding in respect of Taxes
from any amount payable to the Security Trustee (or if the Security Trustee is
required to make any such deduction or withholding from any amount payable to
any Facility Beneficiary), the amount payable by that Guarantor shall be
increased to the extent necessary to ensure that, after the making of such
deduction or withholding, the Security Trustee (or, as the case may be, 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 that Guarantor shall
indemnify the Security Trustee, on demand by the Security Trustee, against all
Losses suffered, incurred or paid by it or any Facility Beneficiary by reason
of any failure of any Guarantor to make any such deduction or withholding or by
reason of any increased amount not being paid on the due date.  Each Guarantor shall promptly deliver to the
Security Trustee all receipts, certificates and other proof evidencing the
amounts (if any) paid or payable in respect of any deduction or withholding as
aforesaid.


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


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


11.2              Indemnity payments


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



 25
 









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),
that Guarantor will pay to the Security Trustee 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.


11.3              Claw-back of Tax
benefit


If, following any deduction or withholding referred to
in clause 11.1 or any Taxation referred to in clause 11.2, the Security Trustee
(or, as the case may be, the relevant Facility Beneficiary) shall receive or be
granted a credit against or remission for any Taxes payable by it, the Security
Trustee shall, and the Security Trustee shall use its reasonable endeavours to
procure that that Facility Beneficiary shall, subject to that Guarantor having
paid the relevant increased amount in accordance with clause 11.1 or clause
11.2 and to the extent that the Security Trustee or that Facility Beneficiary
can do so without prejudicing the retention of the amount of such credit or
remission and without prejudice to the rights of the Security Trustee or that
Facility Beneficiary to obtain any other relief or allowance which may be
available to it, reimburse to that Guarantor such amount as the Security
Trustee or that Facility Beneficiary shall in its absolute discretion certify
to be the proportion of such credit or remission as will leave the Security
Trustee or 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 the Security Trustee or
that Facility Beneficiary certifying that that credit or remission has been
received by it.  Nothing contained in
this Guarantee shall oblige the Security Trustee or 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 Guarantor shall, by virtue of
this clause 11.3, be entitled to enquire about the tax affairs of the Security
Trustee or any Facility Beneficiary. 
PROVIDED THAT if any Guarantor requests in writing that the Security
Trustee or 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, the Security Trustee or that
Facility Beneficiary shall (at the cost of that Guarantor) take such action as
that Guarantor shall reasonably request to make that application to the
applicable Tax authority.  If the
Security Trustee or 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 Guarantor has paid the relevant increased
amount in accordance with clause 11.1 or clause 11.2, the Security Trustee or
that Facility Beneficiary shall, provided that the Security Trustee or that
Facility Beneficiary has received all amounts which are then due and payable by
any Guarantor under the provisions of this Guarantee and the other Facility Documents,
pay to that Guarantor such amount as will leave the Security Trustee or 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.


11.4              No set-off or
counterclaim


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



 26
 









and, subject to clause 11.1, 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.


11.5              Default interest


11.5.1        If any Guarantor fails to
pay any amount payable by it under or pursuant to this Guarantee and the other
Facility Documents (including, without limitation, any amount payable pursuant
to this clause 11.5) on its due date for payment, that Guarantor shall, on
demand by the Security Trustee, pay to the Security Trustee 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
Guarantee or the relevant Facility Document) the Default Rate.   To the extent that interest on any amount
payable under or pursuant to this Guarantee also accrues on the same amount
under the Credit Agreement or any other Facility Document, there shall be no
double-counting of interest on that amount and each payment of interest on that
amount by the relevant person under this Guarantee or under the Credit
Agreement or that other Facility Document shall be a pro tanto discharge of the
corresponding liability of any other person to pay interest on that amount.


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


The Security Trustee shall notify each Guarantor
promptly of the duration of each period and rate of interest determined under
this clause 11.5.


11.6              Currency indemnity


If any amount due from any Guarantor to the Security
Trustee under or pursuant to this Guarantee 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 Guarantee or under or pursuant to that order
or judgment into another currency (the “second
currency”) for the purpose of (a) making or filing a claim or
proof against any Guarantor, (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 Guarantee, that Guarantor shall indemnify and hold
harmless the Security Trustee, on demand by the Security Trustee, from and
against any and all Losses suffered, incurred or paid by the Security Trustee
as a result of any difference between (i) the rate or rates of exchange
used for such purpose to convert the amount in question from the first currency
into the second currency, and (ii) the rate or rates of exchange at which
the Security Trustee 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 Guarantor
under this clause 11.6 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.



 27
 









12                        Losses


Each of the Guarantors and the Bluewater Agent
expressly acknowledge and agree that their obligations and liabilities under or
pursuant to clause 17 of the Deed of Proceeds and Priorities extend to this
Guarantee.


13                        Benefit
and burden/assignment


13.1              Benefit and burden


This Guarantee shall be binding
upon each Guarantor and its successors in title, and shall enure for the
benefit of each of the Facility Beneficiaries and each of their
respective successors in title.  Each
Guarantor expressly acknowledges and accepts the provisions of clause 16.4 of
the Credit Agreement and agrees that each Transferee shall be entitled to the
benefit of this Guarantee and the obligations and liabilities of each Guarantor
under and pursuant to this Guarantee, and the powers, rights and remedies of
the Facility Beneficiaries under and pursuant to this Guarantee, as if that
Transferee had originally been a Facility Beneficiary.  Each Guarantor (subject to the Bluewater
Agent having given consent, if required, pursuant to clause 16.4 of the Credit
Agreement) irrevocably authorises and instructs the Security Trustee (who
accepts that appointment as part of the security being given to the Facility
Beneficiaries and declares that it has an interest therein) to execute and
deliver any Transfer Certificate on its behalf and undertakes not to revoke,
withdraw or qualify that authority or instruction at any time.  In addition, each Guarantor expressly
acknowledges and accepts the provisions of (i) clause 22 of the Credit
Agreement and agrees that each person who shall for the time being act as
facility agent pursuant to such clause 22 shall be entitled to the benefit of
this Guarantee and the obligations and liabilities of each Guarantor under and
pursuant to this Guarantee, and the powers, rights and remedies of the Facility
Beneficiaries under and pursuant to this Guarantee, as if that person had
originally been a Facility Beneficiary, and (ii) clause 6 of the Deed of
Proceeds and Priorities and agrees that each person who shall for the time
being act as security trustee pursuant to such clause 6 shall be entitled to
the benefit of this Guarantee and the obligations and liabilities of each
Guarantor under and pursuant to this Guarantee, and the powers, rights and
remedies of the Facility Beneficiaries under and pursuant to this Guarantee, as
if that person had originally been a Facility Beneficiary.


13.2              Disclosure of
information


13.2.1        Any of the Security
Trustee and the other 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 the Security
Trustee or that other Facility Beneficiary in relation to the Equipment, the
Assigned Property or any part thereof and/or the Facility Documents (including
any person to whom a Facility Beneficiary wishes to grant a sub-participation
under clause 16.8 of the Credit Agreement), such information concerning any
Guarantor as the Security Trustee or that other Facility Beneficiary may deem
appropriate if the Security Trustee or that other Facility Beneficiary first
(a) (except in the case of any disclosure to any such Subsidiary or Affiliate)
obtains the consent of that Guarantor (which consent shall not be unreasonably
withheld or delayed).



 28
 









13.2.2        No disclosure of
information may be made under clause 13.2.1 (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) that 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 Guarantor 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
the Security Trustee or that other Beneficiary.


13.2.3        It shall not be
unreasonable at any time for the Bluewater Agent to withhold its consent to any
disclosure under clause 13.2.1 if the Bluewater Agent, acting in good faith, is
not satisfied that an undertaking given in accordance with clause 13.2.2
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.


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


13.3              No assignment


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


13.4              Additional Obligors


If and whenever it is agreed or required pursuant to
clause 8.3.2, 21.7, 21.9 or any other provision of the Credit Agreement, that
there is to be or become one or more Additional Guarantors, the Bluewater Agent
shall procure that that Additional Guarantor satisfies the conditions set out
in the relevant provision of the Credit Agreement (including, without
limitation, the execution of a Guarantee Accession Deed) and each Guarantor
(other than that Additional Guarantor) and the Bluewater Agent hereby
irrevocably authorises and instructs the Security Trustee (who accepts that
appointment as part of the security being given to the Facility Beneficiaries
and declares that it has an interest therein) to execute and deliver any
Guarantee Accession Deed on its behalf and undertakes not to revoke, withdraw
or qualify that authority or instruction at any time.


13.5              Resignation of the
Guarantor


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


14                        Limitations
and Rights of Contribution


14.1              Norwegian Guarantors


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



 29
 









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


14.2              Right to
reimbursement


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


14.2.2        To the extent that any
Guarantor other than Aurelia Energy (a “Paying
Obligor”) shall be required hereunder to pay a portion of the
obligations and liabilities under this Guarantee exceeding the greater of (a)
the amount of the economic benefit actually received by such Paying Obligor
from the Transaction Documents and (b) the amount such Paying Obligor would
otherwise have paid if such Paying Obligor had paid the aggregate amount of the
obligations and liabilities under this Guarantee (excluding the amount thereof
repaid by other Guarantors) in the same proportion as the net worth of such
Paying Obligor at the date of this Guarantee bears to the aggregate net worth
of all the Guarantors at the date hereof, then each other such Guarantor agrees
to reimburse the Paying Obligor for the amount of such excess, pro rata, based on the respective net
worths of the Guarantors at the date hereof.


14.3              Evidence of benefit
and consideration


Each Guarantor undertakes and agrees to use all
reasonable endeavours, and to take such action as the Security Trustee may
reasonably request, to evidence the benefit and/or consideration received by
that Guarantor as a result of the Facility Beneficiaries entering into and
performing their respective obligations under the Transaction Documents so as
to ensure that this Guarantee is enforceable against that Guarantor to the
fullest extent possible under the law applicable to it.


15                        Notices


The provisions of clause 20 of the Deed of Proceeds
and Priorities shall be incorporated by reference, mutatis mutandis, in this
Guarantee as if all references therein to “this Deed” were references to this
Guarantee. In addition, all notices, requests, demands or other communications
under this Guarantee to the Security Trustee shall be copied to the Facility
Agent.


16                        Law and
Jurisdiction


16.1              Law


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


16.2              Submission to
jurisdiction


For the benefit of the Security Trustee and each other
Facility Beneficiary, each Guarantor irrevocably and unconditionally agrees
that any legal action or proceeding arising out of or in connection with this
Guarantee may be brought in the English



 30
 









courts, which shall have jurisdiction to settle or
determine any dispute or claim arising out of or in connection with this
Guarantee, and irrevocably and unconditionally submits to the exclusive
jurisdiction of the English courts. Each Guarantor 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) 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 Guarantee.  The submission to such jurisdiction shall not
(and shall not be construed so as to) limit the right of the Security Trustee
or any other Facility Beneficiary to take any legal action or proceeding
against any Guarantor 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 Guarantor 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 Guarantor may have against the Security Trustee or any other
Facility Beneficiary arising out of or in connection with this Guarantee.


17                        Miscellaneous


17.1              Counterparts


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


17.2              English language


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


17.3              Contracts (Rights of
Third Parties) Act 1999


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


17.3.2        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.


17.3.3        All Bluewater Group
Members (including but not limited to the Excluded Subsidiaries), Aurelia
Energy and each of the Facility 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.



 31
 









17.4              Severability of
provisions


Each of the provisions of this Guarantee 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 Guarantee nor the validity, legality and enforceability of
those provisions in any other jurisdiction shall in any way be affected or
impaired thereby.


17.5              Notes


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


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



 32
 









Schedule 1

Guarantee Accession Deed


THIS
ACCESSION DEED is dated                                                                         and is
made


BETWEEN


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


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


WHEREAS:


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


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


(C)                                The
execution and delivery of this Deed by the Additional Guarantor is a condition
precedent to the agreement referred to in Recital (B) above.


THIS
DEED WITNESSES AND IT IS HEREBY AGREED as follows:


1                               Definitions


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


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


2                               Guarantee


Each of the provisions of the Guarantee shall be
incorporated by reference in this Deed as if set out in full, mutatis mutandis,
in this Deed and as if all references therein to “the Guarantors”, “any
Guarantor”, “each Guarantor” or “a Guarantor” were references to the Additional
Guarantor and as if all references therein to “this Guarantee” were references
to this Deed.  Pursuant to clause 13.4 of
the Guarantee, the Security Trustee is a party to this Deed on behalf of itself
and as agent of the Bluewater Agent and each of the Guarantors other than the
Additional Guarantor.



 33
 









3                               Representations
and warranties


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


4                               Effective
Time


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


(a)              an original of each
of this Deed and the DPP Supplemental Deed, 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 Credit Agreement (other
than that specified in paragraphs 3, 5, 7, 11, 12, 13, 14, 15, 16, 17 and 18
thereof) as if all references therein to (i) the Obligors were to the
Additional Guarantor, 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 each jurisdiction under whose
laws all or any of the Bluewater Agent and the Additional Guarantor is
incorporated or by which all or any of the Additional Facility Documents are
expressed to be governed.]


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


(a)                        an
original of each of this Deed, the DPP Supplemental Deed and the General
Assignment Supplemental Deed duly executed by each of the parties thereto;


(b)                       each of the
documents and evidence specified in Part 1 of schedule 3 to the Credit
Agreement (other than that specified in paragraphs 11, 12, 13, 14, 16 and 17
thereof) as if all references therein to (i) the Obligors were to the
Additional Guarantor, and (ii) 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 or,
if different the Flag State of the relevant Equipment, (b) each jurisdiction
under whose laws all or any of the Bluewater Agent, the Additional Guarantor,
each party to all or any of the Additional Facility Documents and each party to
all or any of the Additional Assigned Documents is incorporated or by which all
or any of the Additional Facility Documents and Additional Assigned Documents
are expressed to be governed.]



 34
 









5                               Bluewater
Agent


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


6                               Additional
Guarantor


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


IN
WITNESS WHEREOF this Deed  has
been duly executed and delivered as a deed by the parties hereto on the date
first above written.


	
  Additional Guarantor

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  [

  	
  ] 

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  Security
  Trustee

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  [

  	
    ]    )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  Bluewater
  Agent

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER ENERGY SERVICES)

  
	
  B.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
			



 



 35
 









EXECUTION PAGE - FACILITY GUARANTEE


	
  Guarantors

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  AURELIA
  ENERGY N.V.

  	
  )

  	
   

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  ENERGY N.V.

  	
  )

  	
   

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  OFFSHORE PRODUCTION

  	
  )

  	
   

  
	
  SYSTEMS
  LIMITED

  	
  )

  	
   

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  (BLEO HOLM) N.V.

  	
  )

  	
   

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER (FLOATING PRODUCTION) LIMITED     )

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  



 



 36
 









 


	
  EXECUTED as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  (GLAS DOWR) N.V.

  	
  )

  	
   

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  (HAEWENE BRIM) N.V.

  	
  )

  	
   

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  (UK) LIMITED

  	
  )

  	
   

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  (MUNIN) N.V.

  	
  )

  	
   

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  ETTRICK PRODUCTION

  	
  )

  	
   

  
	
  (UK)
  LIMITED

  	
  )

  	
   

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  



 



 37
 









 


	
  EXECUTED as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER FLOATING PRODUCTION B.V.         )

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  INTERNATIONAL B.V.

  	
  )

  	
   

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  OFFSHORE PRODUCTION

  	
  )

  	
   

  
	
  SYSTEMS
  N.V.

  	
   

  	
   

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER OPERATIONS (UK) LIMITED     )

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  SERVICES (UK) LIMITED

  	
  )

  	
   

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  



 



 38
 









 


	
  EXECUTED as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  LUFENG
  DEVELOPMENT COMPANY ANS

  	
  )

  	
   

  
	
  by CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  PIERCE PRODUCTION COMPANY LIMITED)

  
	
  by CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Security
  Trustee

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  ING
  BANK N.V.

  	
  )

  	
   

  
	
  by  PHILIP VALLANCE

  	
  )

  	
  PHILIP VALLANCE

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  CAROL
  AITKEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bluewater
  Agent

  	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  for and on
  behalf of

  	
  )

  	
   

  
	
  BLUEWATER
  ENERGY SERVICES B.V.

  	
  )

  	
   

  
	
  by  CORNELIS VOORMOLEN

  	
  )

  	
  CORNELIS VOORMOLEN

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
  MARK
  LAWSON

  	
   

  	
   

  



 



 39