Exhibit
4.70


Execution Version


Notice of
Assignment in relation to Nexen Parent


	
  To:

  	
   

  	
  Nexen Inc.

  
	
   

  	
   

  	
  2900, 801-7th Avenue SW

  
	
   

  	
   

  	
  Calgary

  
	
   

  	
   

  	
  Alberta

  
	
   

  	
   

  	
  T2P 3P7

  
	
   

  	
   

  	
  Canada

  



 


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 guarantee
given and delivered by you, Nexen Inc., to us, Bluewater Ettrick Production
(UK) Limited (the “Assignor”)
dated 31 March 2006 (the “Guarantee”)
relating to an Agreement for the provision of a Floating Production, Storage
and Off-loading Vessel for the Ettrick Field with an effective date of 27
February 2006 (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 Guarantee 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 Guarantee;


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 all such amounts payable to us under and pursuant to the
Guarantee which are 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 Guarantee 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 Guarantee.


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

  



 


 


Confirmed and
agreed.

ING Bank N.V.

by its duly authorised attorney-in-fact


	
  

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated 29 June 2006

  




 2
 









Acknowledgement of
Assignment - Nexen Parent Guarantee


	
  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 INC.

by its duly authorised officer


	
  

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated July 20/06
  2006.

  



 



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