Exhibit 4.80


OP/AG


Upon this twenty-ninth
day of June two thousand and six came and appeared before me, Andreas Maria
Petrus Eshuis, a civil-law notary of Curaçao:


1.                                       misses
Arelys Rose-Garda Altagracia Gomez-Isenia, notarial employee, married, born in Curaçao
on the twenty-third day of January nineteen hundred sixty-one, resident of Curaçao,
with office address in Curaçao, Rooi Catootjeweg 1, in her capacity of written
mandatory of the limited liability company: BLUEWATER
(BLEO HOLM) N.V., established at Curaçao, Netherlands Antilles,
Kaya Richard J. Beaujon z/n, hereinafter referred to as: the “Owner”; and


2.                                       misses
Maike Bergervoet, attorney, married, born in Zeeland, the Netherlands, on the
twenty-ninth day of January nineteen hundred seventy-six, resident of Curaçao,
with office address in Curaçao, Julianaplein 5, in her capacity of written
mandatory of the limited liability company: ING BANK
N.V., established in Amsterdam, The Netherlands, acting through
its office at De Amsterdamse Poort, Bijlmerplein 888, hereinafter referred to
as: the “Security Trustee” or the “Mortgagee”, acting (i) for itself as a Bank and (ii) in its
capacity as Security Trustee for the ratable benefit of


(A)                           the
limited liability company: ING Bank N.V., established in Amsterdam, The
Netherlands, acting through its office at De Amsterdamse Poort, Bijlmerplein
888, Post Office Box 1800, 1000 BV Amsterdam, The Netherlands,


and each of its respective successors, permitted transferees and
assigns,


hereinafter collectively referred to as: the “Banks”,


(B)                             the
limited liability company: ING Bank N.V., established in Amsterdam, The
Netherlands, acting through its office at De Amsterdamse Poort, Bijlmerplein
888, Post Office Box 1800, 1000 BV Amsterdam, The Netherlands (in its capacity
as Arranger),


hereinafter referred to as: the “Arranger”;


(C)                             the
limited liability company: ING Bank N.V., established in Amsterdam, The
Netherlands, acting through its office at De Amsterdamse Poort, Bijlmerplein
888, Post Office Box 1800, 1000 BV Amsterdam, The Netherlands (in its capacity
as Facility Agent),


hereinafter referred to as: the “Facility Agent”;


(D)                            the
limited liability company: ING Bank N.V., established in Amsterdam, The
Netherlands, acting through its office at De Amsterdamse Poort, Bijlmerplein
888, Post Office Box 1800, 1000 BV Amsterdam, The Netherlands (in its capacity
as Security Trustee Account Bank), hereinafter referred to as: the “Security Trustee Account Bank”.


together with (a) each of the Hedging Providers who is a party to an
Assigned Hedging Agreement, and (b) each of the abovementioned parties’
respective successors in title, and any permitted assignee or transferee of all
or any of the rights and obligations of them,


hereinafter collectively referred to as: the “Beneficiaries”.


The appearers, acting in
their capacities stated, declared as follows:


WHEREAS:


A.                                   The
Owner is the owner of the Vessel, as defined below;


B.                                     The
parties referred to in paragraphs (A), (B), (C), and (D) above, together with
Bluewater Holding B.V., Bluewater Energy Services B.V. and Bluewater (Aoka
Mizu) N.V., have entered into a EIGHT HUNDRED AND FIFTY MILLION UNITED STATES
DOLLARS (US$850,000,000.-) revolving credit facility agreement dated the
twenty-ninth day of June two 













thousand and six (hereinafter referred to as: the “Credit
Agreement”);


C.                                     The
Banks have agreed, according to their several obligations, to make available to
the Borrowers a revolving credit facility up to an amount of EIGHT HUNDRED AND
FIFTY MILLION UNITED STATES DOLLARS (US$850,000,000.-) (hereinafter referred to
as: the “Credit”), to be used for the purposes
of financing and refinancing part of the amounts required by the Borrowers to
pay, repay, perform, satisfy and discharge certain of their respective
obligations and liabilities in relation to, among other things, the Equipment
under the terms and conditions set out in the Credit Agreement;


D.                                    It
is a condition to the Banks making the Credit available to the Borrowers that
the Owner grants a first preferred ship mortgage over the Vessel (as defined
below), and the Owner has agreed to grant such mortgage in order to satisfy
that condition;


E.                                      In
consideration of the premises, the Owner and the Mortgagee, acting (i) for
itself and (ii) in its capacity as the Security Trustee for the benefit of the
Beneficiaries have agreed to enter into and to execute this Deed on the
following terms and conditions.


1.                                      DEFINITIONS


1.1                                 DEFINED EXPRESSIONS


Words and expressions defined in schedule 9 to the Credit Agreement
shall bear the same respective meanings when used in this Deed.


A copy of the definitions mentioned in the Credit Agreement and a copy
of clause 23 of the trust deed and deed of proceeds and priorities (the “Deed of Proceeds and Priorities”) dated the twenty-ninth
day of June two thousand and six between amongst other certain of the parties
referred to above, shall be attached to this Deed.


1.2                                DEFINITIONS


In this Deed, unless the context otherwise requires:


“Netherlands Antilles Secured Obligations”
means (i) the Relevant Obligations (as defined in the Credit Agreement) of the
Owner to the Mortgagee, (ii) the Parallel Obligations (as defined in clause 23
of the Deed of Proceeds and Priorities), and (iii) the obligations of the Owner
to the Mortgagee pursuant to this Deed;


“Vessel” means the Netherlands
Antilles FPSO Vessel denominated “BLEO HOLM”,
flying the Dutch flag and registered in Curaçao, the Netherlands Antilles,
mainly built of steel in the year nineteen hundred ninety seven, on the yard of
Hitachi Zosen Corporation in Konohana-ku, 3-38 Nishikujo 5-chome, Osaka, Japan,
unpropelled, with one deck and no masts, pursuant to the International Tonnage
Certificate (1969), with serial number SINA 1937, issued on behalf of the Head
of the Department of Tonnage Measurement of Ships in Willemstad, Curaçao,
Netherlands Antilles on the fifteenth day of April nineteen hundred and ninety
nine, measuring: gross-tonnage: fifty-nine thousand two hundred
forty-eight (59,248); and net-tonnage: thirty-one thousand five hundred
two (31,502), and her machinery, boats, tackle, outfit, consumable and other
stores, spare parts, belongings and appurtenances whether on board or ashore,
with official number 1997-C-1539, which vessel has been registered under the
laws of the Netherlands Antilles at the Office of the Registrar of Mortgages
and Ship Documents in Curaçao in the name of the Owner, in connection with the
transcript on the twelfth day of August nineteen hundred ninety seven in
Register CSI, volume 10, number 1539 pursuant to a declaration of ownership
dated the ninth of June nineteen hundred ninety seven.


1.3                                HEADINGS


Clause headings are inserted for convenience of reference only and
shall be ignored in the interpretation of this Deed.



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1.4                                CONSTRUCTION OF CERTAIN TERMS


In this Deed, unless the context otherwise requires:


(a)                                  references
to clauses are to be construed as references to clauses of this Deed;


(b)                                 references
to (or to any specified provision of) this Deed or any other document shall be
construed as references to this Deed, that provision or that document as in
force for the time being and as amended in accordance with the terms thereof,
or, as the case may be, with the agreement of the relevant parties and (where
such consent is, by the terms of this Deed or the relevant document, required to
be obtained as a condition to such amendment being permitted) the prior written
consent of the Mortgagee;


the contents and meaning of any other document,
other than this Deed, the Credit Agreement and the Deed of Proceeds and Priorities
referred to in this Deed, are sufficiently known to the parties to this Deed
and any further description in this Deed with respect to the applicability of
these documents is not required;


(c)                                  words
importing the plural shall include the singular and vice versa;


(d)                                 references
to a person shall be construed as references to an individual, firm, company,
corporation, unincorporated body of persons or any Government Entity and shall
include their respective successors and permitted assigns; and


(e)                                  references
to statutory provisions shall be construed as references to those provisions as
replaced, amended or re-enacted from time to time.


2.                                      GRANT OF MORTGAGE


2.1                                 As
security for the Netherlands Antilles Secured Obligations the appearer
mentioned under 1., acting on behalf of the Owner as third party security,
declared to (i) grant a right of a first priority mortgage on the Vessel to the
extent of the Owner’s rights, title and interest therein in favour of the
Mortgagee, which accepts the same on the Vessel; (ii) as far as possible
assign/pledge in favour of the Mortgagee, which hereby accepts the
assignment/pledge from the Owner, of all rights and actions which the Owner has
and/or will have in respect of the Vessel and the Owner authorizes the
Mortgagee to solely and without the cooperation of the Owner serve upon the
relevant third parties notice thereof and (iii) pledge to the Mortgagee, who
accepts this pledge, the movable goods or things which belong to the Owner and
are intended to serve the Vessel on a lasting basis and which can be recognized
as such by their form as such but not limited to her engines, machinery, boats,
tackle, outfit, spare gear, fuel, consumable or other store, belongings and
appurtenances whether on board or ashore and whether or not owned or hereinafter
acquired (hereinafter referred to as: “Movable Goods”)
which Movable Goods can be executed together with the mortgaged goods in
accordance with the rules applicable to mortgage, all three types of security
to the extent up to a total amount equal to EIGHT
HUNDRED AND FIFTY MILLION UNITED STATES DOLLARS (US$850,000,000).


2.2                                 Without
explicit written consent of the Mortgagee the lay out, the shape or the purpose
of the Vessel may not be altered, other than to the extent permitted pursuant
to the terms of the General Assignment. Changes and additions made or to be
made to the Vessel serve as further security for the claims for which the
mortgage is granted as security, except to the extent that the Owner is
permitted pursuant to the terms of the General Assignment to remove such
changes and additions. The Owner is not allowed to take off or take away any
changes and additions made to the secured assets other than to the extent
permitted pursuant to the terms of the General Assignment.


2.3                                 The
Owner represents and warrants that it has full and unconditional power to
dispose of the 



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Vessel (to the extent of the Owner’s rights, title and interest
therein) and that the same is free from Encumbrances other than Permitted
Encumbrances. The Owner further represents and warrants that it has a full
power to perform the legal acts referred to above.


2.4                                 Upon
the satisfaction, performance, discharge, repayment or payment, as the case may
be, of all of the Netherlands Antilles Secured Obligations, the Mortgagee
shall, at the request and cost of the Owner, release the security constituted
by this Deed to the Owner or as it may direct. The Mortgagee can by
cancellation in writing terminate in whole or in part the mortgage and rights
of pledge granted to it.


3.                                      COVENANTS


3.1                                 The
Owner hereby covenants with the Mortgagee and undertakes throughout the
Security Period that it will:


(a)                                  VESSEL’S
NAME AND REGISTRATION


keep the Vessel registered as a Netherlands Antilles ship at the port
of Willemstad, Curaçao and not do or suffer to be done anything, or omit to do
anything the doing or omission of which could or might result in such
registration being forfeited or imperilled or which could or might result in
the Vessel being required to be registered otherwise than as a Netherlands Antilles
ship at the port of Willemstad, Curaçao;


(b)                                 CHARTER,
LEASE, SALE OR OTHER DISPOSAL


subject to clause 2.6.1 of the Credit Agreement, not 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 (other than Permitted Encumbrances) over or
in relation to, the Vessel nor attempt or agree or purport so to do;


(c)                                  CONVEYANCE
ON DEFAULT


when the Vessel is (or is to be) sold in exercise of any power
contained in clause 4 of this Deed conferred on the Mortgagee in accordance
with Article 3:268 of The Netherlands Antilles Civil Code, execute, forthwith
upon request by the Mortgagee, such form of conveyance of the Vessel as the
Mortgagee may reasonably require;


(d)                                 REGISTRATION
OF THE DEED


cause this Deed to be duly registered and otherwise comply with and
satisfy all the requirements and formalities established by the laws of The
Netherlands Antilles and perfect this Deed as a valid and enforceable first
priority mortgage upon the Vessel and furnish to the Mortgagee from time to
time such proof as the Mortgagee may reasonably request in order to satisfy
itself that the Owner has complied with this sub-clause.


4.                                      EVENT OF DEFAULT/ACCELERATION EVENT


4.1                                 Each
of the events listed in clause 10.1 (Events of Default) of the Credit
Agreement, a copy of which clause is attached hereto, shall constitute an Event
of Default for the purposes of this Deed.


4.2                                 ACCELERATION EVENTS


Each of the events listed in clause 4.3 (Acceleration Events) of the
Credit Agreement, a copy of which clause is attached hereto, shall constitute
an Acceleration Event for the purposes of this Deed.


4.3                                 ACCELERATION


Upon the occurrence of any Event of Default or (subject always to
clause 13.4 of the Credit Agreement) any Acceleration Event and at any time
thereafter, if any Event of Default or 



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(subject always to clause 13.4 of the Credit Agreement) any
Acceleration Event is then continuing, the Facility Agent may, and if so
requested by the Qualified Majority Banks shall, without prejudice to any other
power, right or remedy of the Beneficiaries, by written notice to the
Borrowers:


(a)                                  declare
that the obligations of the Banks to make any further Advance shall immediately
cease, whereupon the same shall immediately cease and all of the Commitments of
all of the Banks shall be reduced to zero forthwith; and/or


(b)                                 declare
that the Credit at that time shall become immediately repayable in full,
whereupon the same shall become immediately due and repayable, together with
accrued interest and commitment commission and all other amounts expressed to
be due and payable under and pursuant to the Facility Documents.


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 demand under clause 3.1 of the Facility Guarantee, but
subject always to clause 13.4 of the Credit Agreement) the Mortgagee shall
become forthwith entitled (but provided always that the Mortgagee may only
commence any such enforcement action at a time at which a Facility Event is
continuing unremedied and unwaived in writing) to:


(a)                                  discharge,
compound, release or compromise claims in respect of the Vessel which have
given or may give rise to any charge or lien or other claim on the Vessel or
which are or may be enforceable by proceedings against the Vessel; and/or


(b)                                 have
the Vessel and the Movable Goods publicly sold as provided in Article 3:268 et
seq of The Netherlands Antilles Civil Code at any place designated by the
Mortgagee, according to local use, to arrange the conditions of sale, receive
the purchase money and give receipts therefor, to deliver the Vessel and to
sign all documents and official records in order to satisfy the Netherlands
Antilles Secured Obligations from the proceeds of sale (such right of sale to
include the right to suspend the sale entirely or in part and to pass on to a
second sale if, in the Mortgagee’s judgment, the price obtained would not be
sufficient or if the purchase price and costs due at the sale are not duly paid
by the buyer) and the Owner shall in case of such public sale or resale permit
the Vessel to be publicly inspected for two days a week (the dates to be
determined by the Mortgagee) and the Owner shall vacate the Vessel on the date
to be determined in the conditions of sale (in case of default such vacation to
be effected pursuant to the first authentic copy of the deed of auction) or
request the Court in First Instance to permit a private execution as meant in
Article 3:268 paragraph 2 of The Netherlands Antilles Civil Code; and/or


(c)                                  in
the case of default of payment, after having obtained authorisation of the
Court in First Instance, have the Vessel located at the place of sale
determined by the Mortgagee, where the Vessel shall remain located at the
expense of the Owner, the Owner being obliged to vacate or to have vacated the
Vessel at the first demand and to physically deliver the Vessel to the
Mortgagee, and with or without the benefit of any charterparty, and free from
any claim by the Owner (whether in admirality, in equity, at law or by statute)
by public auction, at such place and upon such terms as the Mortgagee in its
absolute discretion may determine, with power to postpone any such sale and
without being answerable for any loss occasioned by such sale or resulting from
postponement thereof; and/or


(d)                                 after
having obtained authorisation of the Court in First Instance, manage, insure, 



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maintain and repair the Vessel, and to employ, sail or lay up the
Vessel in such manner and for such period as the Mortgagee, in its absolute
discretion, deem expedient, accounting only for net profits arising from any
such employment in accordance with Article 3:267 of The Netherlands Antilles
Civil Code. Furthermore the Mortgagee is authorised, if such is required in
view of the execution, to take possession of the Vessel and to demand that
vacation takes place, if needed by virtue of the executory copy of this Deed;
and/or


(e)                                  to
recover from the Owner on demand all Expenses incurred or paid by the Mortgagee
in connection with the exercise of the powers (or any of them) referred to in
this clause 4.


4.4                                 DEALINGS WITH MORTGAGEE


Upon any sale of the Vessel or any share or interest therein by the
Mortgagee pursuant to clause 4.3, the purchaser shall not be bound to see or
enquire whether the Mortgagee’s power of sale has arisen in the manner provided
in this Deed and the sale shall be deemed to be within the power of the
Mortgagee and receipt of the Mortgagee for the purchase money shall effectively
discharge the purchaser who shall not be concerned with the manner of
application of the proceeds of sale or be in any way answerable therefor and
the sale shall operate to divest the Owner of all rights, title and interest of
any nature whatsoever in the Vessel and to bar any such interest of the Owner
and all persons claiming through or under the Owner.


5.                                      APPLICATION OF MONEYS


5.1                                 All
moneys received by the Mortgagee in respect of any sale of the Vessel or
collection under or in respect of any other part thereof shall be applied in
the manner specified in clause 9 of the Deed of Proceeds and Priorities.


5.2                                 In
the case of voluntary sale of the Vessel no clearing of the mortgage will take
place.


5.3                                 All
costs and rights due with respect to the granting of the mortgage and the
rights of assignment by this Deed, of the first authentic copy of the Deed and
of the additional documents, of the registration, termination and cancellation
of all legal notices and other documents, legal measures or acts connected with
the mortgage, including but not limited to the registration of any transferees,
successors or assigns of the Beneficiaries and including those of any non-terminated
execution of sale in virtue Article 3:268 of The Netherlands Antilles Civil
Code and any and all costs incurred by the Mortgagee in safeguarding its
interest or executing its rights hereunder, shall be for the account of the
Owner.


6.                                      COSTS AND INDEMNITIES


6.1                                 COSTS


The Owner shall pay to the Mortgagee on demand on a full indemnity
basis all Losses incurred by the Mortgagee in connection with the exercise or
enforcement of, or preservation of any rights under, this Deed or otherwise in
respect of the Netherlands Antilles Secured Obligations and the security
therefor, or in connection with the preparation, completion, execution or
registration of this Deed.


6.2                                 BENEFICIARIES’ INDEMNITY


The Owner hereby agrees and undertakes to indemnify the Mortgagee and
each other Beneficiary against all Losses which may now or hereafter be
incurred by the Mortgagee, by any other Beneficiary or by any manager, agent,
officer or employee for whose liability, act or omission the Mortgagee or any
other Beneficiary may be answerable, the Mortgagee, each other Beneficiary and
each such person hereinafter referred to as: an “Indemnified
Person”, 



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in respect of, in relation to, or in connection with anything done or
omitted in the exercise or purported exercise of the powers contained in this
Deed or otherwise in connection therewith and herewith or with the Vessel, the
other Security or otherwise howsoever in relation to, or in connection with,
any of the matters dealt with in this Deed.


7.                                  LAW AND
JURISDICTION


7.1                             LAW


This Deed is governed by, and shall be construed in accordance with the
laws of The Netherlands Antilles.


7.2                                 SUBMISSION TO JURISDICTION


For the benefit of the Mortgagee, the parties thereto irrevocably and
unconditionally agree that any legal action or proceeding arising out of or in
connection with this Deed may be brought in the English courts, which shall
have jurisdiction to settle or determine any dispute or claim arising out of or
in connection with this Deed, and irrevocably and unconditionally submits to
the exclusive jurisdiction of the English courts. The Owner 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 Deed. The submission to
such jurisdiction shall not (and shall not be construed so as to) limit the
right of the Mortgagee to take any legal action or proceeding against the Owner
in any other court of competent jurisdiction nor shall the taking of any legal
action of proceeding in any one or more jurisdictions preclude the taking of
any legal action or proceeding in any other jurisdiction, whether concurrently
or not. The parties further agree that only the English courts and not those of
any other jurisdiction shall have jurisdiction to settle and determine any
dispute or claim which the Owner may have against the Mortgagee arising out or
in connection with this Deed.


The appearer under 2,
acting in her capacity stated, declared to accept on behalf of the Mortgagee
the mortgage and all other stipulations and conditions herein.


Finally the appearers
declared, acting as aforementioned to elect domicile for the purpose of the
execution of the present Deed at the office of the custodian of this Deed, at
the office of the Registrar of Mortgages and Ship Documents on Curaçao and at
the office of the Mortgagee.


Creating of power of
attorney


Mentioned powers of
attorney have sufficiently been established to me, civil-law notary.


The granting of the
powers of attorney to appearer under 1 sufficiently appears from a deed
executed before me, civil-law notary on the twenty-seventh day of June two
thousand and six.


The granting of the power
of attorney to appearer under 2 sufficiently appears from a private deed,
executed on the twenty-first day of June two thousand and six, which deed, after
having been acknowledged for true in accordance with the law, has been attached
to a deed of mortgage executed on this twenty-ninth day of June two thousand
and six before me.


The appearers are known
to me.


IN WITNESS WHEREOF, this
Deed was drawn up at Curaçao on the day mentioned in the heading hereof. After
the contents of the deed were factually stated to the appearers, the appearers
declared to be informed of the contents of the deed and not to desire a
complete reading aloud thereof.



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Thereupon this Deed was
after abbreviated reading aloud signed by the appearers and me at nine o’clock
in the morning.


(signed) A. Gomez; M.
Bergervoet; A. Eshuis.


ISSUED FOR TRUE
COPY!


[seal and signature]



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