Exhibit
4.69


Execution Version


Notice of
Assignment in relation to Nexen


	
  To:

  	
   

  	
  Nexen Petroleum U.K. Limited (“Nexen”)

  
	
   

  	
   

  	
  Charter Place

  
	
   

  	
   

  	
  Vine Street

  
	
   

  	
   

  	
  Uxbridge

  
	
   

  	
   

  	
  Middlesex UB8 1JG

  
	
   

  	
   

  	
  England

  



 


The vessel m.v. “AOKA MIZU”
registered in The Netherlands Antilles at the port of Willemstad, Curacao with
registration number 1999 - C - 1615, which is to be converted into a floating
production, storage and offloading unit


We refer to the agreement
(as amended from time to time prior to the date hereof or, with the consent of
the Assignee (as defined below), after the date hereof) for the provision and
operation of floating production, storage and offloading facilities for the
Ettrick Field made effective on 27 February 2006 and made between you, Nexen,
and us, Bluewater Ettrick Production (UK) Ltd, (the “Assignor”),
and every deed, document, agreement instrument contract or other arrangement
relating thereto (collectively referred to herein as the “Contract”).


We
hereby give you notice:


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


2.               that, unless and
until you receive notification from the Assignee or ING Bank N.V. as
contemplated by paragraph 4 below, you are irrevocably authorised and
instructed to pay the Operating Costs and Insurance Costs (as defined in the
Contract) to such account as we may from time to time direct;


3.               that you are
irrevocably authorised and instructed to pay all other amounts payable to us
under and pursuant to the Contract to account name “BEP Assigned Account”,
account number 02.01.42.692 with ING Bank N.V., acting through its Amsterdam
head office, or with effect from the receipt by you of written instructions
from ING Bank N.V., acting for these purposes as agent of the Assignee, to such
effect, to such other account as ING Bank N.V. (in such capacity) may from time
to time direct;


4.               that at all times
after you have received written notice from the Assignee or ING Bank N.V.,
acting for these purposes as the agent of the Assignee, that the Assignment has
become enforceable, you are irrevocably authorised and instructed to pay all
amounts payable to us under and pursuant to the Contract (including all amounts
referred to in paragraphs 2 and 3 above) to account name “BEP Assigned Account”,
account number 02.01.42.692, with ING Bank N.V., acting through its Amsterdam
head office, or, with effect from the receipt by you of written instructions
from ING Bank N.V., acting for these purposes as agent of the Assignee, to such
effect, to such other account as ING Bank N.V. (in such capacity) may from time
to time direct; and


5.               that each amount
paid by you in accordance with paragraph 2, 3 or 4 above shall discharge, by a
corresponding amount, your payment obligations under the Contract.


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













For and on behalf
of

Bluewater Ettrick Production (UK) Limited

by its duly authorised attorney-in-fact


	
  

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated 29 June 2006.

  




 2
 









 


	
  To:

  	
   

  	
  ING Bank N.V.

  
	
  Copy:

  	
   

  	
  Bluewater Ettrick Production (UK) Limited

  



 


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


For and on behalf
of

Nexen Petroleum UK Limited

by its duly authorised attorney-in-fact


	
  

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated 21st July 2006.

  



 



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