Exhibit 4.85


Revised Subordinated Loan Agreement


Dated 30 June 2006


Between


Aurelia Energy NV


And


Marenco Investments Ltd



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THIS AGREEMENT is made
and entered into as of the 30 June 2006 and is made effective as of that date
by and among:


AURELIA ENERGY NV, a
company with limited liability under the laws of the Netherlands Antilles, with
its statutory seat at Landhuis Joonchi, Kaya Richard Beaujon z/n, Curaçao, the
Netherlands Antilles (“Aurelia Energy”),
for the purposes hereof duly represented by Gregory E. Elias, director of FortisIntertrust
(Curaçao) NV, as director of Aurelia Energy NV; and


MARENCO INVESTMENTS LTD,
a company with limited liability under the laws of Malta, with its statutory
seat at 48 Sqaq Nru 2, Triq Ix-Xatt, Pieta MSD 08, Malta (“Marenco”),
for the purposes hereof duly represented by Mr. Stuart Blackburn, director of
Osiris Corporate Services Ltd, as director of Marenco.


WHEREAS
Aurelia Energy and Marenco have entered into loan agreements dated January 19,
1996, February 21, 1996, July 9, 1996, December 31, 1996, April 15, 1998,
November 30, 1998 and February 8, 1999 (together with any other agreements or
arrangements relating hereto, the “Prior Loans”);


WHEREAS Aurelia Energy
and Marenco have amended the Prior Loans with Amended and Restated Subordinated
Loan Agreement dated 21 November 2001 (the “Amended and Restated Subordinated
Loan Agreement”)


WHEREAS
it is understood that for the purposes of this Revised Subordinated Loan
Agreement the Amended and Restated Subordinated Loan Agreement will form
part of the Prior Loans as of 30 June 2006;


WHEREAS, the aggregate
amounts outstanding with respect to the Prior Loans as of 30 June 2006 amount
to US$ 152,134,730.00. which amounts together include all amounts of unpaid
principle, all accumulated and unpaid interest and any other amounts due and
owing at such date;


WHEREAS Aurelia Energy
has used all the amounts received under the Prior Loans to finance the
operations of its direct and indirect subsidiaries, partly as a capital
contribution and partly as an intercompany loan;


WHEREAS Aurelia Energy is
a guarantor under a US$ 850 million revolving credit facility arrangement
(together with any amendments, modifications, extensions, restructurings or
successor agreements relating thereto, the “Credit Facility”)
dated 29 June 2006 among certain of its indirect subsidiaries and a syndicate
of banks identified therein (together with such other banks as from time to
time may be a party to the Credit Facility, the “Banks”);


WHEREAS Aurelia Energy is
a guarantor under an indenture (as amended from time to time, the “Indenture”) entered into among Aurelia Energy, any of its
direct or indirect subsidiaries and The Bank of New York, as trustee, (the “Trustee”) in respect of senior notes of Bluewater Finance Limited
(together with debt securities having substantially the same terms as the
senior notes and issued in exchange for the senior notes, the “Senior Notes”);


WHEREAS Aurelia Energy
and Marenco now wish to amend and restate the loan agreements with respect to
the Prior Loans in order to subordinate Aurelia Energy’s 



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obligations thereunder to
its obligations under the Credit Facility and the Indenture, and for certain
other purposes;


WHEREAS, in consideration
for the offering of the Senior Notes and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Aurelia Energy
and Marenco now wish to add the Banks, 
the holders of the Senior Notes and the Trustee, on behalf of the
holders of the Senior Notes, as beneficiaries of this Agreement; and


WHEREAS, Aurelia Energy
and Marenco now wish to amend the arrangements of the Amended and Restated
Subordinated Loan Agreement and to replace them with a Revised Subordinated
Loan Agreement (the “Revised Subordinated Loan Agreement”)


NOW THEREFORE, the
parties hereto agree as follows:


1.                            Receivable


1.1                                 Aurelia
Energy and Marenco agree and confirm that the Amended and Restated Subordinated
Loan Agreement is hereby replaced in its entirety by this Revised Subordinated
Loan Agreement as of the date first written above.


1.2.                              Aurelia
Energy confirms that it has received from Marenco, and Marenco acknowledges
that it has made available to Aurelia Energy, the aggregate amount of US$152,134,730.00
which amounts together constitute all amounts of principal, accrued interest
and any other amounts due and owing in respect of the Prior Loans which are
unpaid as of June 30, 2006.


1.3                                 Aurelia
Energy confirms and Marenco acknowledges that the aggregate principal amount of
the Prior Loans was used by Aurelia Energy in respect of its investments in the
activities of its direct and indirect subsidiaries.


1.4                                 Aurelia
Energy and Marenco represent and warrant that, other than the Prior Loans,
there are no loans or other arrangements for the extension of credit between
(a) Aurelia Energy or any of its direct and indirect subsidiaries and (b) any
affiliate of Aurelia Energy other than its direct and indirect subsidiaries,
except as described in Schedule I to this Agreement


2.                            Subordinated
Loan


2.1           Aurelia Energy and Marenco agree
that:


(a)                                Aurelia
Energy’s obligations under the Prior Loans shall be subordinated and junior in
right of payment to its obligations under each of the Credit Facility and the
Indenture and to the prior payment in full in cash of all amounts due and to be
due under each such agreement;


(b)                               no
amounts in respect of the Prior Loans shall mature or be due and payable, shall
be mandatory redeemable, pursuant to a sinking fund obligation or otherwise,
shall be redeemable at the option of Marenco, in whole or in part, or shall be
repurchased by Aurelia Energy or any of its subsidiaries prior to the payment
in full in cash of all amounts due and to be due under each of the Credit
Facility and the Indenture;



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(c)                                no
payment, in cash, securities or otherwise, of interest or any other amounts in
respect of the Prior Loans shall be made prior to the payment in full in cash
of all amounts due and to be due under the Credit Facility, except to the
extent such payment qualifies and is treated as an allowed dividend
distribution under the Credit Facility;


(d)                               no
payment, in cash, securities or otherwise, of interest or any other amounts in
respect of the Prior Loans shall be made prior to the payment in full in cash
of all amounts due and to be due in respect of the Senior Notes under the
Indenture other than as permitted under the “Restricted Payments” Covenant of
the Indenture;


(e)                                  upon
any total or partial liquidation, dissolution or winding up of Aurelia Energy
or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to Aurelia Energy or its property, whether voluntary or
involuntary, the Banks, the holders of the Senior Notes and the Trustee, on
behalf of the holders of the Senior Notes, will be entitled to receive payment
in full in cash of all obligations under the Credit Facility and the Indenture,
respectively, (whether present, future or contingent and including principal,
interest and all other sums due, and including, without limitation, any
interest accruing subsequent to the initiation of such a proceeding or event
whether or not such interest would be an allowable claim enforceable against
Aurelia Energy in any such proceeding or after any such event) before Marenco
will be entitled to receive any payment, in cash, securities or otherwise, in
respect of the Prior Loans;


(f)                                    in
the event that any payment shall be received by Marenco or any other holders of
the Prior Loans when such payment is not permitted under this Agreement, such
payment shall be held in trust for the benefit of, and shall be paid over or
delivered to, the Banks, the holders of the Senior Notes and the Trustee, on
behalf of the holders of the Senior Notes;


(g)                                 prior
to the payment in full in cash of all amounts due and to be due under each of
the Credit Facility and the Indenture, neither this Agreement nor any agreement
relating to the Prior Loans shall be entered into, or amended in any manner
adverse to, the Banks or the holders of the Senior Notes;


(h)                               Marenco,
in its sole discretion, may assign all of its rights under this Agreement,
including the right to receive payments, to another party, provided that such
other party shall be wholly owned by Marenco’s ultimate beneficial shareholder
as such beneficial shareholder exists on the date hereof. Any such assignment
shall be effective only if written notice of such action is given by Marenco to
Aurelia Energy, the Banks and the Trustee. Such assignee, after such
assignment, shall be subject to each and every provision of this Agreement
including, without limitation, the provisions of this Section 2; and


(i)                                   the
subordination and other provisions of this Agreement are for the benefit of,
and shall be directly enforceable by, the Banks, the holders of the Senior
Notes (whether or not such person is a holder on the date hereof) and the
Trustee, on behalf of the holders of the Senior Notes.



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2.2                                 Subject
to the other provisions of this Agreement including, without limitation,
Section 2.1(g) hereof, it is understood and confirmed between parties that the
total amount of the loans in respect of the Prior Loans, including accumulated
interest has been converted into U.S. dollars as per July 1, 2001 as agreed
between parties in the Addendum to Subordinated Loan Agreement signed on
December 7, 2001.


3.                            Repayment,
interest and certain undertakings


3.1           Aurelia Energy undertakes that it
shall not:


(a)                                pay,
prepay or repay or make any distribution, in cash, securities or otherwise, of
any amounts that may at any time be due and owing in respect of the Prior Loans
prior to the payment in full in cash of all amounts due and to be due under
each of the Credit Facility and the Indenture, except as permitted under
Section 2.1(c) and Section 2.1(d) of this Agreement;


(b)                               set
off any amounts owed under the Prior Loans against any amounts which it may be
owed by any Person; or


(c)                                take
any action or omit to take any action whereby the provisions of this Agreement
might be terminated, impaired or adversely affected. 3.2   After the payment in full in cash of all amounts due and to be due
under each of the Credit Facility and the Indenture, Aurelia Energy will repay,
in 5 equal annual installments, the principal amount of the Prior Loans
together with the interest accrued thereon, at the rate specified in Section
3.3 below, to the respective annual dates of payment.


3.3           Interest with respect to the Prior
Loans is hereby fixed and shall accrue at 7% per annum from and after the date
hereof.


3.4                                 Except
as permitted under Section 2.1(c) and Section 2.1(d) of this Agreement,
interest amounts in respect of the Prior Loans shall not be paid prior to the
payment in full in cash of all amounts due and to be due under each of the
Credit Facility and the Indenture, but added to the Prior Loans and shall
accrue and be capitalized on an annual basis at the rate set forth in Section
3.3 hereof.


3.5                                 Marenco
undertakes that it shall not take any Enforcement Action in respect of the
Prior Loans prior to the payment in full in cash of all amounts due and to be
due under each of the Credit Facility and the Indenture. “Enforcement Action” means to exercise or
enforce (including, without limitation, by demand for payment, acceleration or
otherwise) or require any agent or trustee to exercise or enforce (including,
without limitation, by demand for payment, acceleration of otherwise) any
rights under or pursuant to the provisions of the Prior Loans or under any
agreement or to petition for:


(a)                                any
resolution to be passed or order made for the winding-up, liquidation,
dissolution, administration or reorganization of Aurelia Energy;



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(b)                               any
insolvency, bankruptcy, reorganization, receivership, liquidation, dissolution
or other similar proceedings whether voluntary or involuntary (and whether or
not involving insolvency) of Aurelia Energy;


(c)                                any
voluntary arrangement or composition with or assignment for the benefit of one
or more of its creditors by Aurelia Energy with a view to the general
readjustment of rescheduling of its indebtedness or makes a general assignment
for the benefit of a composition with its creditors;


(d)                               any
attachment, distress, execution, sequestration or similar process to be taken
against the undertaking or assets of Aurelia Energy or any money judgment to be
entered against Aurelia Energy; or


(e)                                any
analogous event with respect to Aurelia Energy.


4.                            Waiver
of Security


4.1                   Prior to the
payment in full in cash of all amounts due and to be due under each of the
Credit Facility and the Indenture, Marenco will not request Aurelia Energy to
provide any security for the repayment of the Prior Loans or the payment of
interest thereunder.


4.2                   Prior to the
payment in full in cash of all amounts due and to be due under each of the
Credit Facility and the Indenture, the Prior Loans shall not be secured by a
lien on any assets of Aurelia Energy or any of its subsidiaries and shall not
be guaranteed by any direct or indirect subsidiary of Aurelia Energy.


5.                            Confidentiality


Except as reasonably
required in connection with the issuance and the exchange of the Senior Notes, including
the preparation of offering memoranda and the registration of the Senior Notes
with the U.S. Securities and Exchange Commission, the parties hereto agree not
to disclose any information with respect to the contents of this Agreement to
parties other than their affiliates unless they are under an obligation to do
so by or pursuant to law or applicable regulations. The foregoing shall not
apply to information in the scope of a proceeding referred to in Section 11 of
this Agreement.


6.                            Termination
and Dissolution


After the execution of
this Agreement, none of the parties may bring an action to dissolve or annul
this Agreement. The parties’ obligations under this Agreement shall terminate
(i) with respect to the Banks, upon the termination of the Credit Facility and
the payment in full in cash of all amounts due and to be due thereunder, and (ii)
with respect to the holders of the Senior Notes and the Trustee, on behalf of
the holders of the Senior Notes, upon the termination of the Indenture and the
payment in full in cash of all amounts due and to be due thereunder.


7.                            Entire
Agreement


7.1                   This Agreement
contains all of the agreements between the parties on the subject matter hereof
and supersedes and replaces any and all previous 



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agreements between the parties hereto, expressly
including any and all agreements governing the Prior Loans executed prior to
this Agreement.


7.2                     Subject
to the other provisions of this Agreement, including, without limitation,
Section 2.1(g) hereof, this Agreement may only be amended in writing and if
executed by the parties hereto.


8.                            Partial
invalidity


In the event that one or more provisions of this Agreement is or shall
be held or determined to be invalid, unenforceable or non-binding, the
remaining provisions of this Agreement shall continue to be effective. The
parties hereby agree to replace the invalid, unenforceable or non-binding
provision or provisions, as the case may be, with a provision or provisions
that is or are binding and that differs or differ as little as possible (taking
into account the object and the purpose of this Agreement) from the invalid,
unenforceable or non-binding provision or provisions, as the case may be.


9.                            Notices


9.1                   The parties to
this Agreement agree to provide written notice to the Banks and the Trustee of
any amendment or assignment of this Agreement, or any default by any party
hereto with respect to its obligations hereunder, immediately following any
such default.


9.2                   All notices and
other communications hereunder shall take effect on receipt either by letter or
facsimile transmission. Such notices shall be sent to the relevant party at
such address of facsimile number as it may notify to the other party from time
to time in writing.


9.3                   Any and all
communications or notices to Aurelia Energy shall, as long as Aurelia Energy
has not given written notice of any other address to each of Marenco, the Banks
and the Trustee, be sent to the following address: 


	
  Name

  	
   

  	
  :

  	
  Aurelia Energy NV

  
	
  Address

  	
   

  	
  :

  	
  Landhuis Joonchi Kaya Richard J. Beaujon Willemstad

  
	
  Country

  	
   

  	
  :

  	
  Curacao, the Netherlands Antilles

  
	
  Attn

  	
   

  	
  :

  	
  Mr Gregory E. Elias

  



 


9.4                   Any and all
communications or notices to Marenco shall, as long as Marenco has not given
written notice of any other address to Aurelia Energy, the Banks and the
Trustee, be sent to the following address: 


	
  Name

  	
   

  	
  :

  	
  Marenco Investments Ltd

  
	
  Address

  	
   

  	
  :

  	
  Paramount Building Eucharistic Congress Rd Mosta MST
  01

  
	
  Country

  	
   

  	
  :

  	
  Malta

  
	
  Attn

  	
   

  	
  :

  	
  Osiris Corporate Services Ltd. (Mr. Stuart
  Blackburn)

  



 



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9.5                   Any and all
communications or notices to the Banks shall, as long as the Banks have not
given any written notice of any other address to Marenco, Aurelia Energy and
the Trustee, be sent to the following address: 


	
  Name

  	
   

  	
  :

  	
  ING Bank NV

  
	
  Address

  	
   

  	
  :

  	
  Bjilmerplein 888 Amsterdam-Zuidoost 1000 BV
  Amsterdam

  
	
  Country

  	
   

  	
  :

  	
  Netherlands

  
	
  Attn

  	
   

  	
  :

  	
  Mr. Jaap-Jan Prins

  



 


9.6
                  Not
Used


9.7                   Any and all
communications or notices to the Trustee shall, as long as the Trustee has not
given any written notice of any other address to Marenco, Aurelia Energy and
the Banks, be sent to the following address: 


	
  Name

  	
   

  	
  :

  	
  The Bank of New York

  
	
  Address

  	
   

  	
  :

  	
  One Canada Square London E14 5AL

  
	
  Country

  	
   

  	
  :

  	
  United Kingdom

  
	
  Attn

  	
   

  	
  :

  	
  Ms Sunjeeve Patel

  



 


10.                     Assignment


10.1               This
Agreement shall be binding on and inure to the benefit of each party hereto,
and each such person’s respective subsequent permitted successors, transferees
or assigns. Except as expressly permitted under Section 2.1(h) of this
Agreement, neither Marenco nor Aurelia Energy shall assign or transfer all or
any of its rights, benefits or obligations hereunder.


11.                     Applicable
law


11.1               THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


11.2               Each of the parties
hereto irrevocably agrees that any suit, action or proceeding arising out of or
relating to this Agreement, may be instituted in any federal or state court in
the State of New York, borough of Manhattan; irrevocably waives, to the fullest
extent it may effectively do so, any objection which it may now or hereafter
have to the laying of venue of any such proceeding; and irrevocably submits to
the jurisdiction of such courts in any such suit, action or proceeding and
waives any other requirements of or objections to personal jurisdiction with
respect thereto. The parties irrevocably appoint CT Corporation System, located
at 111 8 Avenue, New York, N.Y. 10011 as their respective agent (the “Authorized
Agent’) for service of process in any suit, action or proceeding arising out of
or relating to this Agreement that may be instituted in federal or state courts
in the State of New York, borough of Manhattan. Such appointment shall be for
so long as any amounts shall be due and owing under 



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the Credit Facility or any amounts shall be due or
will be due in respect of the Senior Notes under the Indenture, and such
appointment shall be irrevocable during the aforesaid period unless and until
replaced by an agent reasonably acceptable to the parties. The parties
undertake that the Authorized Agent will have agreed to act as said agent for
service of process prior to the issuance of the Senior Notes under the
Indenture and that they will take any and all action, including the filing of
any and all documents and instruments, that may be necessary to continue such
appointment in full force and effect as aforesaid. Service of process upon the
Authorized Agent and written notice of such service to the parties, as
applicable, shall be deemed, in every respect, effective service of process
upon the parties.


11.3               Each of
Marenco and Aurelia Energy hereby knowingly, voluntarily and intentionally
waives any right to trial by jury in any action or proceeding which in any
manner arises out of or in connection with or is in any way related to this
Agreement or any of the transactions contemplated herein.


12.                     Costs


Each party hereto shall pay its own costs incurred or to be incurred in
connection with this Agreement, unless otherwise separately agreed in writing.


13.                     Counterparts


This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


14.                     Terms


Terms used herein and not otherwise defined have the meanings assigned
to such terms in the Credit Facility as they relate to the Credit Facility and
the Indenture as they are used otherwise.


15.                     Headings


The Section headings included herein are for convenience only and shall
not affect the construction of this Agreement.


The present Agreement is
signed in two copies on .........................


	
  AURELIA ENERGY NV

  	
   

  	
  MARENCO INVESTMENTS LTD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fortis
  Intertrust (Curacao) N.V., Managing Director, represented by Mr. Gregory E.
  Elias

  	
   

  	
  Osiris Corporate Services Ltd., Director,
  represented by Mr. Stuart Blackburn

  
	
  Aurelia Energy
  NV

  	
   

  	
  Marenco Investments Ltd

  
	
  Curacao,
  Netherlands Antilles

  	
   

  	
  Valletta, Malta

  



 



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Schedule
1


1.1                                 Loan
Agreement dated May 12, 1997 between Marenco and Aurelia Energy;


1.2                                 Loan
Agreement dated May 12, 1997 between Marenco and Aurelia Energy; and


1.3                                 Loan
Agreement dated February 1, 1998 between Marenco and Aurelia Energy;


1.4                                 Amended
and Restated Subordinated Loan Agreement dated November 21, 2001 between
Marenco and Aurelia Energy.



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