Exhibit
4.71


Execution Version


Notice of
Assignment in relation to PetroSA


	
  To:

  	
   

  	
  PetroSA

  
	
   

  	
   

  	
  151 Frans Conradie Drive

  
	
   

  	
   

  	
  Parow 7500

  
	
   

  	
   

  	
  Republic of South Africa,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  together with its permitted assignees under the
  Contract (as defined below)

  



 


The vessel m.v. “GLAS DOWR”
registered in The Netherlands Antilles at the port of Willemstad, Curaçao with
registration number 1996-C-1514, which has been converted into a floating
production, storage and offloading unit


We refer to:


(a)                        the agreement
(as amended from time to time prior to the date hereof or, with the consent of
the Assignee (as defined below), after the date hereof) for the provision and
operation of floating production, storage and offloading facilities Sable Field
Development dated 12 June 2001 and made between you, PetroSA (formerly known as
Soekor E and P (Pty) Ltd), and us, Bluewater (UK) Limited, (the “Assignor”), and every deed, document, agreement instrument
contract or other arrangement relating thereto (collectively referred to herein
as the “Contract”); and


(b)                       the notice
of assignment dated 28 January, 2002, issued to you by the Assignor (the “Notice”).


We hereby give you
notice:


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


2                                that,
by a general assignment (the “Assignment”)
dated 29 June 2006 made between (inter alios) 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;


3                                that,
unless and until you receive notification from the Assignee or ING Bank N.V. as
contemplated by paragraph 5 below, you are irrevocably authorised and
instructed to pay those amounts payable to us under and pursuant to the
Contract which are identified below to such account as we may from time to time
direct (and all defined terms used below and all references below to parts,
sections and tables are to the relevant defined terms used in and parts,
sections and tables of the Contract):


(a)                        Payments relating to design, procurement,
fabrication/conversion and testing (part B, sections 2.2 and 2.3 and part D
section 2.1)


(b)                       Payments related to
mobilisation/transit/installation (part B section 3.1 and 4.1)


(c)                        Payments related to transit to subsequent
locations: Operating Transit rate and Shuttle tanker Transit rate (part B
sections 3.3 and 3.4)


(d)                       Payments during Operations: Operating Rate and
Shuttle Tanker Rate (part B, sections 5.2 and 5.3)


(e)                        Payments related to
Decommissioning/Demobilisation (part B, section 6.1, 6.2, 6.3 and 7 and part F
table 1 and 2 where it refers to Shuttle Tanker, Subsea Equipment, Lay up 



 1
 









costs,
Decommissioning, Demobilisation and Disconnection FPSO and Mooring Recovery)


(f)                          Payments related to Lay up: Operating Lay up rate
and Shuttle Tanker Lay up rate (part B, section 9)


(g)                       Sundry Items/Reimbursable Ancillaries (part B, sections
10 and 11)


(h)                       Payments related to Force Majeure: Operating Rate
and Shuttle Tanker Rate (part A, section 12)


(i)                           Payments related to Legislative Changes (part A,
section 16)


(j)                           Payments related to additional facilities (part
C, section 1.1, 1.2, 1.3)


(k)                        Payments for Import Wharfage charges (part C,
section 1.4 and part 2 section 2.3.2)


(l)                           Payments related to extra work (part E)


(m)                     Without double-counting, any other revenue or
capital item (or part thereof) comprising an operating cost or expense of the
Assignor which has no notional or actual element of debt principal or interest
in its composition or otherwise attributable to it;


4                                that
you are irrevocably authorised and instructed to pay all other amounts payable
to us under and pursuant to the Contract to account name “BUK Assigned Account ”, account number 02.00.29.020,
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;


5                                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 referred to in paragraph 3 above to account name “BUK
Assigned Account ”, account number 02.00.29.020, 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


6                                that
each amount paid by you in accordance with paragraph 3, 4 or 5 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 (UK) Limited

by its duly authorised attorney-in-fact


	
  

  	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
   

  
	
  Dated 29 June 2006

  




 2
 









 


	
  To:

  	
   

  	
  ING Bank N.V.

  
	
   

  	
   

  	
   

  
	
  Copy:

  	
   

  	
  Bluewater (UK) Limited

  



 


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


For and on behalf
of

PetroSA

by its duly authorised officer


	
  

  	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated 20.7.2006

  



 



 3