Exhibit 4.68


	
  Private & Confidential

  	
  Execution Version

  



 


Dated               June 2006






TRUST DEED AND


DEED OF PROCEEDS AND PRIORITIES


in relation to a


REVOLVING
CREDIT FACILITY AGREEMENT


of up to US$850,000,000


to


BLUEWATER HOLDING B.V.


BLUEWATER ENERGY SERVICES B.V.


BLUEWATER (AOKA MIZU) N.V.


provided by


the banks and financial


institutions named herein


arranged by


ING BANK
N.V.


Facility
Agent: ING BANK N.V.


















Contents


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  Definitions

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
  Interpretation

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  3

  	
  Secured Property

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  4

  	
  Priorities

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  5

  	
  Subordination

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  6

  	
  Security Trustee

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
  Declaration of Trust

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  8

  	
  Security Trustee Account

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  9

  	
  Application of Proceeds

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  10

  	
  Application of Assigned Property Proceeds

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  11

  	
  Representations and Warranties

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  12

  	
  Bluewater Waiver and Subordination

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  13

  	
  Notifications and Consents

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  14

  	
  Certificates

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  15

  	
  Loss Payable Clauses

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  16

  	
  Assignments and Transfers

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  17

  	
  Costs and indemnities

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  18

  	
  Custody of Documents

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  19

  	
  Further Assurance and Power of Attorney

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  20

  	
  Notices

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  21

  	
  Law and Jurisdiction

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  22

  	
  Miscellaneous

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  23

  	
  Parallel debt

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 1 The Banks and Financial Institutions

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  Schedule 2 Form of Loss Payable Clause

  	
   

  	
  34

  



 











 


	
  Schedule 3 DPP Supplemental Deed

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  Schedule 4 Notices

  	
   

  	
  38

  



 
















THIS DEED is
dated       June, 2006, and made BETWEEN:


(1)                                                  THE BANKS AND FINANCIAL INSTITUTIONS whose names and
addresses are set out in Schedule 1, as banks;


(2)                                                  ING BANK N.V., as arranger;


(3)                                                  ING BANK N.V., as facility agent;


(4)                                                  ING BANK N.V., as security trustee;


(5)                                                  BLUEWATER HOLDING B.V., BLUEWATER ENERGY SERVICES B.V. and BLUEWATER (AOKA MIZU) N.V.,  as
borrowers and obligors;


(6)                                                  AURELIA ENERGY N.V., BLUEWATER ENERGY N.V., BLUEWATER OFFSHORE
PRODUCTION SYSTEMS LIMITED, BLUEWATER FLOATING PRODUCTION B.V., BLUEWATER (BLEO
HOLM) N.V., BLUEWATER (GLAS DOWR) N.V., BLUEWATER (HAEWENE BRIM) N.V.,
BLUEWATER (MUNIN) N.V., BLUEWATER OFFSHORE PRODUCTION SYSTEMS N.V., BLUEWATER
INTERNATIONAL B.V., LUFENG DEVELOPMENT COMPANY ANS, BLUEWATER SERVICES (UK)
LIMITED, BLUEWATER ETTRICK PRODUCTION (UK) LIMITED, BLUEWATER (FLOATING
PRODUCTION) LIMITED, BLUEWATER OPERATIONS (UK) LIMITED, BLUEWATER (UK) LIMITED
AND PIERCE PRODUCTION COMPANY LIMITED, as guarantors and obligors;


(7)                                                  BLUEWATER ENERGY SERVICES B.V., as Bluewater agent; and


(8)                                                  ING BANK N.V., acting through its Amsterdam head office, as
security trustee account bank.


WHEREAS:


(A)                                              The
parties hereto have entered into this Deed for the purposes of (inter alia):


(i)            recording
the order of priority in which the respective rights of the Beneficiaries in
and to the Secured Property shall rank inter se;


(ii)           appointing
the Security Trustee as trustee of the Secured Property for the Beneficiaries;
and


(iii)          regulating
the manner in which disposals of the Equipment will be effected and the manner
in which the Proceeds will be distributed among the parties hereto.


(B)                                                Pursuant
to the Credit Agreement, the Banks have agreed to make available to the
Borrowers a credit facility of up to $850,000,000.


(C)                                                The
execution and delivery by each of the parties hereto of this Deed is a
condition precedent to the obligations of the Facility Beneficiaries under and
pursuant to the Credit Agreement including, in particular, the obligations of
the Banks to make available to the Borrowers the credit facility referred to in
Recital (B) above and the Obligors have agreed to enter into this Deed in order
to satisfy that condition precedent.



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THIS DEED
WITNESSES AND IT IS HEREBY AGREED as follows:


1                                                         Definitions


In this Deed, words and expressions shall, unless the
context otherwise requires, bear the meanings attributed to them in Schedule 9
of the Credit Agreement (and each of the Obligors confirms, represents and
warrants that it has received a copy of the Credit Agreement including that
Schedule 9) and;


“Credit Agreement”
means the revolving credit facility agreement of up to US$850,000,000 made
between all the parties to this Deed, save for the Guarantors and the Security Trustee
Account Bank.


2                                                         Interpretation


2.1                                               Heading
and Table of Contents


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


2.2                                               Interpretations


In this Deed, unless the context otherwise requires:


2.2.1                                        references
to clauses and schedules shall be construed as references to
clauses of and schedules to this Deed and references to this Deed
include its schedules;


2.2.2                                        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
with the consent of all relevant parties pursuant to any relevant provision of
this Deed (including, without limitation, clause 13.2);


2.2.3                                        references
to a “regulation” include any regulation, rule, directive, requirement, request
or guideline (whether or not having the force of law) of any Government Entity;


2.2.4                                        words
importing the plural include the singular and vice versa;


2.2.5                                        references
to a time of day are to the time Amsterdam, The Netherlands on the relevant
day;


2.2.6                                        references
to a statutory provision shall be construed as references to that provision as
from time to time replaced, amended and re-enacted;


2.2.7                                        references
to a Default being “continuing” shall be construed as a reference to a Default
which has not been cured or remedied or waived in writing; and


2.2.8                                        references
to any person shall be construed so as to include its successors in title,
permitted assigns and permitted transferees.



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2.3                                               Capacity


References in this Deed to the Facility Agent, the
Security Trustee, Arranger or any Bank and references to all or any obligations
and liabilities of any one or more of those persons shall be strictly construed
as references to that person or (as the case may be) those obligations and
liabilities of that person solely in its capacity as such.


2.4                                               Decisions


2.4.1                                        Notwithstanding
anything to the contrary in this Deed or any other Facility Document, where
this Deed or any other Facility Document provides for (i) any matter to be
determined by reference to the opinion of the Majority Banks, the Qualified
Majority Banks or, as the case may be, all
of the Banks, (ii) any matter to be subject to the consent or request of
the Majority Banks, the Qualified Majority Banks or, as the case may be, all of the Banks, or (iii) any action to be
taken on the instructions of the Majority Banks, the Qualified Majority Banks or, as the case may be, all of the Banks,
that opinion, consent, request or instructions shall (as between the Banks)
only be regarded as having been validly given or issued by the Majority Banks,
the Qualified Majority Banks or, as the
case may be, all of the Banks if all of the Banks shall have received
prior notice of the matter or action in respect of which that opinion, consent,
request or instructions is or are required and the Majority Banks, the
Qualified Majority Banks or, as the case
may be, all of the Banks shall have given or issued (or, if expressly
contemplated by the relevant provision of this Deed or any other Facility
Document, be deemed to have been given or issued) that opinion, consent,
request or instructions, but so that each party hereto other than the Facility
Agent shall be entitled (and bound) to assume that that notice shall have been
duly received by all of the Banks and that the relevant number shall have been
obtained to constitute Majority Banks, the Qualified Majority Banks or, as the case may be, all of the Banks
whether or not this is in fact the case unless the Facility Agent shall have
notified that party that that relevant number has not been obtained.


2.4.2                                        Where
this Deed or any other Facility Document provides for any action to be taken by
the Security Trustee on the instructions of the Facility Agent or by the
Security Trustee on the instructions of the Instructing Beneficiaries, each
party hereto other than the Facility Agent and the Security Trustee or, as the
context may require, the relevant Instructing Beneficiaries and the Security
Trustee shall be entitled (and bound) to assume that those instructions have
been validly given or issued whether or not this is in fact the case unless the
Facility Agent or the Security Trustee or, as the context may require, the
relevant Instructing Beneficiaries or the Security Trustee shall have notified
that party that those instructions have not been given or issued.


2.5                                               Bluewater
Agent


2.5.1                                        Each
Obligor by its execution of this Deed or a DPP Supplemental Deed irrevocably
appoints the Bluewater Agent to act on its behalf as its agent in relation to
the Facility Documents and irrevocably authorises:


(a)          the Bluewater Agent on
its behalf to supply all information concerning itself contemplated by any
Facility Document to the Beneficiaries and to give all notices and
instructions, to execute on its behalf any Credit Agreement Supplemental Agreement,
Guarantee Accession Deed or other additional



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Security Document, to make such agreements
and to effect the relevant amendments capable of being given, made or effected
by any Obligor notwithstanding that they may affect the Obligor, without
further reference to or the consent of that Obligor; and


(b)         each Beneficiary to give
any notice, demand or other communication to that Obligor pursuant to the
Facility Documents to the Bluewater Agent,


and in each case the Obligor shall be bound as though
the Obligor itself had given the notices and instruction or executed or made
the agreements or effected the amendments, or received the relevant notice,
demand or other communication.


2.5.2                                        Every
act, omission, agreement, undertaking, settlement, waiver, amendment, notice or
other communication given or made by the Bluewater Agent or given to the
Bluewater Agent under any Facility Document on behalf of any Obligor or in connection
with any Facility Document (whether or not known to any other Obligor and
whether occurring before or after such other Obligor became an Obligor under
any Facility Document) shall be binding for all purposes on that Obligor as if
that Obligor had expressly made, given or concurred with it.  In the event of any conflict between any
notices or other communications of the Bluewater Agent and any Obligor, those
of the Bluewater Agent shall prevail.


3                                                         Secured
Property


3.1                                               Beneficiaries


3.1.1                                        Each
of the parties hereto agrees and acknowledges that the Secured Property in
relation to each part of the Equipment has been and is to be constituted in
favour of, conferred on, transferred and paid to and vested in the Security
Trustee for and on behalf of, and as trustee for, each of the Beneficiaries,
upon and subject to the terms and conditions of this Deed including, without
limitation, clauses 4, 5 and 6 (but excluding clause 6.25).


3.1.2                                        Each
of the parties hereto agrees and acknowledges that the Facility Property has
been and is to be constituted in favour of, conferred on, transferred and paid
to and vested in the Security Trustee for and on behalf of, and as trustee for,
each of the Facility Beneficiaries, upon and subject to the terms and
conditions of clause 6.25.


3.2                                               Application
of Proceeds


Each of the parties hereto further agrees and
acknowledges that all Proceeds and other amounts whose application is provided
for in this Deed shall be applied in accordance with the relevant provisions of
this Deed, notwithstanding any provision to the contrary in any Transaction
Document.


3.3                                               Conflicts


Each of the parties hereto further agrees and
acknowledges that all of its rights, obligations and liabilities under,
pursuant to, in respect of and otherwise in connection with the Secured
Property and, to the extent expressly provided herein, the Equipment and the
Transaction Documents are subject to the terms of this Deed. Accordingly, to
the extent that any express term of this Deed conflicts with any term of any other
Transaction Document, as between the parties hereto, the relevant express term
of this



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Deed shall prevail, except as otherwise expressly
provided herein, and except where a defined term is used in any Transaction
Document other than this Deed and the definition of that defined term in (or
incorporated by reference in) that other Transaction Document differs from the
definition (if any) of that defined term in (or incorporated by reference in)
this Deed, in which case, for the sole purpose of interpreting or applying the
provisions of that other Transaction Document (the “First
Transaction Document”) and any other Transaction Document which
incorporates or utilises terms as defined in the First Transaction Document
(but not, for the avoidance of doubt, for the purposes of this Deed), the
definition of that defined term in the First Transaction Document shall
prevail.


4                                                         Priorities


Subject as hereinafter provided, each of the parties
hereto agrees that, in relation to the Secured Property in relation to any Equipment,
the Facility Rights, the Hedging Rights and the Bluewater Rights, in each case
in relation to that Secured Property, shall rank in the following order of
priority:


4.1.1                                        first,
the Facility Rights in relation to that Secured Property and the Hedging Rights
in relation to that Secured Property (pari passu); and


4.1.2                                        second,
the Bluewater Rights in relation to that Secured Property.


5                                                         Subordination


5.1                                               Secured
Property


In accordance with clause 4, in relation to the
Secured Property in relation to any Equipment:


5.1.1                                        each
Obligor agrees that the Bluewater Rights in relation to that Secured Property
are subject and subordinate in all respects to the Facility Rights and the
Hedging Rights, in each case, in relation to that Secured Property;


5.1.2                                        each
of the Facility Beneficiaries agrees that the Facility Rights in relation to
that Secured Property rank pari passu with the Hedging Rights in relation to
that Secured Property;


5.1.3                                        each
of the Hedging Providers agrees that the Hedging Rights in relation to that
Secured Property rank pari passu with the Facility Rights in relation to that
Secured Property,


and each of the parties hereto covenants to each of
the other parties hereto that it will not take, or omit to take, any action
which would or might reasonably be expected to result in the subordination
pursuant to the foregoing provisions of this clause 5.1 or the agreement
as to priorities set out in clause 4 being terminated, prejudiced,
limited, discharged, reduced or otherwise adversely affected.


5.2                                               Equipment


Each of the Obligors agrees that all of the Equipment
Rights of that Obligor are subject in all respects to the Equipment Rights of
the Beneficiaries.



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5.3                                               Subrogation


If and to the extent that any party hereto is or
becomes subrogated to all or any of the rights, title, benefit and interest
(present and future, actual and contingent) of any other party hereto in and to
the Secured Property or any part thereof, that party shall not, and that party
covenants to each such other party hereto that it will not, enforce any such
right of subrogation until after the end of the Facility Security Period.


5.4                                               Netting
Arrangements


Each of the parties hereto agrees to the Netting
Arrangements.


6                                                         Security
Trustee


6.1                                               Appointment
of Security Trustee by Beneficiaries


Each Beneficiary hereby irrevocably appoints the
Security Trustee as its security trustee of the Secured Property for the
purposes of this Deed and the other Security Documents on the terms set out in
this Deed. By virtue of that appointment, each Beneficiary hereby irrevocably
authorises the Security Trustee (whether or not by or through employees or
agents) to take such action on that Beneficiary’s behalf and, if necessary
under applicable law, in that Beneficiary’s name, and to exercise such rights,
remedies, powers and discretions, as are specifically delegated to the Security
Trustee by this Deed and the other Security Documents or any of them, together
with such action, powers, rights, remedies and discretions as are reasonably
incidental thereto.


6.2                                               Duties
of Security Trustee


The Security Trustee shall not have any duties,
obligations or liabilities to the Beneficiaries or any of them beyond those
expressly stated in this Deed and the other Security Documents to which it is
or may become a party (or any of them) and specifically (but without prejudice
to the generality of the foregoing) the Security Trustee shall not be obliged
to take any action or exercise any right, remedy, power or discretion under or
pursuant to this Deed or any other Security Document beyond those which the
Instructing Beneficiaries shall specifically instruct the Security Trustee in
writing to take or, as the case may be, exercise in accordance with this Deed
and then only to the extent expressly stated in those specific written
instructions.


6.3                                               Execution
of documents


Each Beneficiary hereby irrevocably authorises the
Security Trustee to join in and execute each of the Security Documents to which
it is, or is to be, a party in its capacity as Security Trustee.


6.4                                               Authority
of Security Trustee


The Security Trustee may, with the consent of the
Instructing Beneficiaries or if and to the extent expressly authorised by any
other provision of this Deed or any Security Document, concur with any Obligor
to amend or waive any breach of, or default under, or otherwise excuse any
performance of, or give any consent under, or otherwise take any action under
or pursuant to, any provision of any Security Document, provided however that
any such action contemplated by the foregoing provisions of this



 6
 









clause 6.4 shall be, and shall be deemed to be,
taken by the Security Trustee as security trustee of the Beneficiaries in their
respective capacities as such and shall not constitute, or be deemed to
constitute, such action by the Security Trustee or any other Beneficiary in any
other capacity or, for the avoidance of doubt, pursuant to any Transaction
Document other than the relevant Security Document or, as the case may be,
Security Documents.  Any such action so
authorised (if required) and effected by the Security Trustee shall be promptly
notified to the Beneficiaries by the Security Trustee and shall (subject always
to the proviso to the foregoing sentence of this clause 6.4) be binding on
all of the Beneficiaries and, if necessary or appropriate, each Beneficiary
shall execute or re-execute any deed, document, instrument or agreement
required to give full effect to any such action.  For the purposes of this clause 6.4, it
is expressly agreed and acknowledged that the execution of a Further Assurance
Deed shall not constitute an amendment to any Security Document, and each
Beneficiary further agrees promptly to execute, at the request of the Security
Trustee, any Further Assurance Deed which is in form and terms reasonably
satisfactory to that Beneficiary.  Unless
expressly provided otherwise in the relevant further assurance covenant or
obligation, Aurelia Energy shall pay the Losses incurred by the Beneficiaries
(or any of them) in the execution of any such Further Assurance Deed.


6.5                                               Security
Trustee as Bank


With respect to its own Commitment and Contribution
(if any), the Security Trustee shall have the same rights, remedies, powers and
discretions under and pursuant to each of the Facility Documents as each other
Bank and may exercise the same as though it were not performing the duties and
functions delegated to it under this Deed and the Security Documents and the
term “Banks” shall, unless the context expressly otherwise indicates, include
the Security Trustee in its individual capacity as a Bank.


6.6                                               Liability
of Security Trustee


The Security Trustee shall not:


6.6.1                                        be
obliged:


(a)          to request any
certificate or opinion under any provision of the Security Documents unless
instructed in writing by the Instructing Beneficiaries; or


(b)         to make any enquiry as to
any default by any Obligor in the performance or observance of any provision of
any of the Transaction Documents, or as to whether a Facility Event, an
Enforcement Event or any other event or circumstance has occurred as a result
of which all or any of the security created by and under the Security Documents
shall have or may become enforceable,


in each case unless the Security Trustee has actual
knowledge thereof or has been notified in writing thereof by a Beneficiary (in
each case, other than in its capacity as a Bank), in which case the Security
Trustee shall promptly notify the Beneficiaries of the relevant default, Facility
Event, Enforcement Event or other event or circumstance; or


6.6.2                                        be
liable to any Beneficiary for, or otherwise in connection with, any action
taken or omitted under or pursuant to, or otherwise in connection with, the
Security Documents or any of them unless caused by its gross negligence or
wilful misconduct. Provided



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however that
nothing in this Deed shall, in any case where the Security Trustee has failed
to show the degree of care and diligence which would have been required of it
had it acted as trustee having regard to the provisions of this Deed and the
Security Documents, exempt the Security Trustee from or indemnify it against
any liability for breach of trust or any liability which by virtue of any law
would otherwise attach to it in respect of any negligence, default, breach of
duty or breach of trust of which it may be guilty in relation to its duties
under this Deed and the Security Documents.


6.7                                               Knowledge
of Security Trustee


For the purposes of this Deed (and without prejudice
to the other provisions of this Deed), the Security Trustee shall not be
treated as having actual knowledge of any matter of which the corporate finance
or any other division outside the corporate lending or loan administration
departments of the person for the time being acting as the Security Trustee may
become aware in the context of corporate finance or advisory activities from
time to time undertaken by the Security Trustee for any Obligor or any of the
Subsidiaries or Affiliates of any Obligor.


6.8                                               Communications
and actions by Security Trustee


The Security Trustee shall:


6.8.1                                        promptly
notify each Beneficiary of the contents of each notice, certificate or other
document received by the Security Trustee from any Obligor under or pursuant to
any provision of any Security Document; and


6.8.2                                        subject
always to its being indemnified to its satisfaction, take such action (including,
without limitation, the exercise of all or any rights, remedies, discretions
and powers and the grant of all or any consents and releases) or, as the case
may be, refrain from taking such action with respect to any Enforcement Event
of which the Security Trustee has actual knowledge as the Instructing
Beneficiaries may direct, provided that, unless and until the Security Trustee
shall have received those directions, (i) the Security Trustee may, but shall
not be obliged to, take such action or refrain from taking such action with
respect to that Enforcement Event as it deems appropriate in the best interests
of the Beneficiaries, and (ii) the Security Trustee shall not be obliged to
take any such action.


6.9                                               Independent
action by Beneficiaries


None of the Beneficiaries (other than the Security
Trustee, to the extent expressly provided in this Deed) shall have any
independent power to enforce all or any of the Security Documents, to exercise
all or any rights, remedies, discretions and powers, or to grant all or any
consents and releases, under or pursuant to any Security Document, or otherwise
have direct recourse to all or any of the Secured Property in which it has an
interest without the prior written approval of the Security Trustee (acting on the
instructions of the Instructing Beneficiaries). 
After that approval has been granted to the relevant Beneficiary, that
Beneficiary shall have the right independently to enforce all or any of the
Security Documents in which it has an interest as a Beneficiary and to exercise
all or any rights, remedies, discretions and powers, and to grant all or any
consents and releases, under and pursuant to those Security Documents and
otherwise have direct recourse to all or any of the Secured Property in which it
has an interest,



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Provided however that all proceeds of that
enforcement, exercise, grant or recourse shall be paid by that Beneficiary to
the Security Trustee and shall be and applied in accordance with clause 9.


6.10                                        Reliance by
Security Trustee


6.10.1                                  In
considering at any time (and from time to time) the persons entitled to the
benefit of any of the Secured Obligations and the identity of the Instructing
Beneficiaries, the Security Trustee shall:


(a)          rely on and comply with
any instruction, direction or consent given by the Facility Agent as if it had
been given by the Banks and be entitled and bound to assume that that
instruction, direction or consent has been properly given by the Facility Agent
acting on the instructions of the Banks, the Qualified Majority Banks or the
Majority Banks (as the context may require and to the extent that the Facility
Agent is required to obtain those instructions) and the Security Trustee shall
not be obliged to comply with any instruction, direction or consent given by any
Bank other than via the Facility Agent;


(b)         be entitled to assume
that the Hedging Providers are the Hedging Providers who is or are a party to
this Deed and that there are no other Hedging Providers;


(c)          (without prejudice to
clause 6.13.2) rely and act in reliance on any information provided to the
Security Trustee pursuant to clause 6.11, and the Security Trustee shall
not have any liability or responsibility to any person as a consequence of
relying and acting in reliance on that information unless the Security Trustee
has actual knowledge that that information is inaccurate or incorrect.


6.11                                        Provision of
information to Security Trustee


Without prejudice to clause 6.10, each of the
Beneficiaries shall provide the Security Trustee with such written information
as the Security Trustee may reasonably require for the purpose of performing
the duties and functions delegated to it under this Deed and the Security
Documents.


6.12                                        Appraisal by
Beneficiaries


Each Beneficiary acknowledges that it has not relied,
and will not rely, on any statement, opinion, forecast or other representation
by or of the Security Trustee and that it has made and will continue to make,
without reliance on the Security Trustee, its own appraisal and independent
investigation of the creditworthiness, financial condition and affairs of each
Obligor. The Security Trustee shall not have any duty, responsibility or
liability, either initially or on a continuing basis, to provide any
Beneficiary with any credit or other information with respect to any Obligor or
any of the Subsidiaries or Affiliates of any Obligor, whenever that information
may have come or may come into its possession, other than as provided in
clauses 6.4 and 6.8.1.


6.13                                        Responsibility
of Security Trustee


6.13.1                                  The
Security Trustee shall not have any duty, responsibility or liability, either
initially or on a continuing basis, to any Beneficiary:



 9
 









(a)          to provide any of the
Beneficiaries with any information with respect to any Obligor, whenever that
information may have come or may come into its possession, except to the extent
expressly provided in this Deed or any Security Document; or


(b)         to ascertain whether all
deeds, documents, instruments and agreements which should have been deposited
with or delivered to it under or pursuant to the Security Documents or any of
them have been so deposited with or delivered to it, nor to investigate or make
any enquiry into the title of any Obligor to the Security or any part thereof;
or


(c)          for any failure of any
Obligor to perform any of its obligations under and pursuant to the Transaction
Documents; or


(d)         for the creditworthiness,
financial or other condition or affairs of any Obligor; or


(e)          for the completeness or
accuracy of any certificate, statement, representation or warranty by or of any
Obligor; or


(f)            for the execution,
effectiveness, adequacy, genuineness, validity, legality, enforceability,
priority or admissibility in evidence of the Transaction Documents or any of
them or of any certificate, report, deed, document, agreement or instrument
executed or delivered under or pursuant to any Transaction Document; or


(g)         for any failure to
register or file any Security Document with the Registrar of Companies or
elsewhere; or


(h)         without prejudice to
clause 6.8.2, for taking or omitting to take any action under, or otherwise in
connection with, the Security Documents or any of them unless the taking of or
omitting to take any such action is contrary to specific written instructions
from the Instructing Beneficiaries; or


(i)             for any failure to
take or require any Obligor to take any steps to render the Transaction
Documents or any of them effective as regards the Security or any part thereof
outside England or Wales or to procure the creation of any ancillary security
under the laws of any jurisdiction; or


(j)             otherwise for acting
(or, as the case may be, refraining from acting) in accordance with the
specific written instructions of the Instructing Beneficiaries.


6.13.2                                  The
Security Trustee shall be entitled to rely on any communication, instrument or
document believed by it to be genuine and correct and to have been signed or
sent by or on behalf of the proper person and shall be entitled to rely as to
legal or other professional matters on opinions and statements of any legal or
other professional advisers selected or approved by it.


6.13.3                                  The
Security Trustee may refrain from doing any act or thing which would or might,
in its opinion, be contrary to any law of any jurisdiction or any regulation or
which would or might render it liable to any person and may do any act or thing
which is, in its opinion, necessary to comply with any law of any jurisdiction
or any regulation.



 10
 









6.14                                        Other business


The Security Trustee may, without any liability to
account to the Beneficiaries or any of them, accept deposits from, lend money
to, and generally engage in any kind of banking or trust business with, any
Obligor or any of the Related Companies, Subsidiaries or Affiliates of any
Obligor, or any Beneficiary or any of the Related Companies, Subsidiaries or
Affiliates of any Beneficiary, as if it were not the Security Trustee.


6.15                                        Reimbursement
of Losses


Each Bank shall reimburse to the Security Trustee
(rateably in accordance with (a) at any time prior to the date of the Initial
Advance, its Commitment, and (b) at any time thereafter, its Contribution), to
the extent the Security Trustee is not fully reimbursed by the Obligors, all or
any Losses paid, suffered or incurred by the Security Trustee and in respect of
which the Security Trustee is entitled, pursuant to any provision of this Deed
and the Security Documents, to reimbursement by the Obligors or any of them.


6.16                                        Indemnity from
Beneficiaries


Each Bank shall indemnify the Security Trustee
(rateably in accordance with (a) at any time prior to the date of the Initial
Advance, its Commitment, and (b) at any time thereafter, its Contribution)
against all Losses paid, suffered or incurred by the Security Trustee, or any
agent or other person appointed by it, in connection with its appointment under
this Deed, the Security Documents or any of them, the performance of the duties
and functions delegated to it under this Deed and the Security Documents, or
any action taken or omitted by the Security Trustee, or any agent or other
person appointed by it.


6.17                                        Determination
by the Security Trustee


If any question or doubt arises in relation to the
interpretation or application of any provision of this Deed and the Security
Documents which affects the Security Trustee, as between the Beneficiaries, on
the one hand, and the Security Trustee, on the other hand, that question or
doubt shall be determined by the Security Trustee, acting reasonably, and each
such determination, whether made upon a question actually raised or implied in
the acts of the Security Trustee, shall be conclusive and shall bind all of the
Beneficiaries, provided however that the Security Trustee, if it is aware of
the relevant question or doubt and it is reasonably practicable for it to do
so, has first notified the Facility Agent of the relevant question or doubt
and, if required to do so by the Facility Agent, has consulted a lawyer in
relation thereto (and, if the Security Trustee does so consult a lawyer, the
restriction concerning the delegation of duties and functions to a lawyer
referred to in clause 6.18 shall not apply).


6.18                                        Employment of
agents


The Security Trustee may, in the performance of the
duties and functions delegated to it under this Deed and the Security Documents
(other than, subject to the express provisions of clause 6.17, in relation
to its power to make any determination), instead of acting personally, employ
and pay any agent (whether being a lawyer, chartered accountant or any other
person) to perform those duties and functions (or any of them).  Each agent so employed shall be entitled to
be paid all usual professional and other charges for the performance by him or
any of his partners or employees of those duties



 11
 









and functions. The Security Trustee shall not be bound
to supervise, or be responsible or liable for any act or omission of, any such
agent if the Security Trustee shall have exercised reasonable care in the
selection of that agent (which, without limitation, shall conclusively be
deemed to be the case in respect of any such agent approved in writing by the
Instructing Beneficiaries).  The Security
Trustee hereby appoints the Facility Agent as its agent for the purposes of all
or any requests, consents, instructions, directions, notices, demands or other
communications which are given, made or issued by the Security Trustee under or
pursuant to this Deed and the other Security Documents during the Facility
Security Period and all of the Instructing Beneficiaries hereby approve that
appointment.


6.19                                        Duration of
trusts


The trusts constituted or evidenced in or by this Deed
shall remain in full force and effect until whichever is the earlier of:


6.19.1            the expiration of the
period of eighty (80) years from the date of this Deed; and


6.19.2            the end of the Facility
Security Period,


and the parties to this Deed declare that the
perpetuity period applicable to this Deed shall for the purposes of the
Perpetuities and Accumulations Act 1964 be the period of eighty (80) years
from the date of this Deed.


6.20                                        Powers and
discretions as trustee


In its capacity as trustee of the Secured Property and
in relation to the Security Documents, the Security Trustee shall, without
prejudice to any of the powers, discretions and immunities conferred upon
trustees by law (and to the extent not inconsistent with any of the provisions
of this Deed and the Security Documents), have the same powers, discretions and
immunities as a natural person acting as the beneficial owner of the Secured
Property.


6.21                                        Appointment of
new or additional trustees


Without prejudice to clause 6.23 and the final
sentence of this clause 6.21, the statutory power to appoint new or
additional trustees of the trusts constituted or evidenced by this Deed shall
be vested in the Security Trustee.  The
Security Trustee agrees to appoint any successor trustee nominated in
accordance with clause 6.23 and to execute, seal, deliver and do all such
deeds, documents, agreements, instruments, acts and things which may be
requested by the Instructing Beneficiaries in connection with the same.  Subject to clause 6.22, the Security
Trustee shall not be entitled to appoint any new or additional trustee of the
trusts constituted by this Deed other than any successor trustee nominated in
accordance with clause 6.23.


6.22                                        Appointment of
separate and co-trustees


The Security Trustee shall have power, by notice in
writing given to each of the Beneficiaries, to appoint any person either to act
as separate trustee or as co-trustee jointly with the Security Trustee:



 12
 









6.22.1                                  if
the Security Trustee acting reasonably deems such appointment to be appropriate
in order to preserve, exercise or enforce the rights, interests, powers and
remedies (or any of them) of the Beneficiaries; or


6.22.2                                  for
the purpose of complying with any legal requirement, restriction or condition
in any jurisdiction in which any particular act is to be performed; or


6.22.3                                  for
the purpose of obtaining a judgment in any jurisdiction or the enforcement in
any jurisdiction against any person of a judgment already obtained,


and any person so appointed shall (subject to the
provisions of this Deed) have such rights (including as to reasonable
remuneration), powers, authorities and discretions (not exceeding those
conferred on the Security Trustee by this Deed and the Security Documents),
duties and obligations as shall be conferred or imposed by the instrument of
appointment.  The Security Trustee shall
have the power to remove any person so appointed.  At the request of the Security Trustee, the
other parties to this Deed shall forthwith execute all such documents and do
all such things as may be required to perfect such appointment or removal and
each such other party irrevocably authorises the Security Trustee in its name
and on its behalf to do the same. The Security Trustee shall not be bound to
supervise, or be responsible or liable for any act or omission of, any such
person if the Security Trustee shall have exercised reasonable care in the
selection of that person (which, without limitation, shall conclusively be
deemed to be the case in respect of any such person approved in writing by the
Instructing Beneficiaries).


6.23                                        Retirement and
removal of Security Trustee


6.23.1                                  The
Security Trustee may retire from its appointment as Security Trustee under this
Deed and the Security Documents.  If the
Security Trustee wishes so to retire, it shall give to all of the other parties
to this Deed not less than thirty (30) days’ notice of its intention to do so.
Each of the Instructing Beneficiaries and (with the consent of the Instructing
Beneficiaries) the Bluewater Agent may, by notice to the Security Trustee,
remove the Security Trustee. Provided that no such retirement or removal shall
take effect unless there has been appointed by the Beneficiaries as a successor
security trustee (in the case of a retirement, within the thirty (30) day
period referred to above):


(a)          a Bank nominated by the
Majority Banks or, failing such a nomination; or


(b)         any reputable and
experienced bank or financial institution incorporated under the laws of
England and Wales and with an office in Amsterdam or London nominated by the
Majority Banks or, failing such a nomination, the Security Trustee,


and, in each such case,
approved by each of:


(i)             the Bluewater Agent,
acting as agent for each of the Obligors (such approval not to be unreasonably
withheld or delayed); and


(ii)          the Facility Agent (no
such approval to be unreasonably withheld or delayed);



 13
 









and, that successor security trustee shall have duly
accepted that appointment by delivering to the retiring Security Trustee
written confirmation (in a form acceptable to the Security Trustee) of that
acceptance in which it agrees to be bound by this Deed and each of the Security
Documents to which the Security Trustee is then a party in the capacity of
Security Trustee as if that successor security trustee had been an original
party to this Deed and those Security Documents. If any of the Bluewater Agent
or the Facility Agent fails to respond to a request for its approval within ten
(10) Banking Days of that request being made, the Bluewater Agent or, as the
case may be, the Facility Agent, shall be deemed to have given the approval
requested.


6.23.2                                  Upon
any such successor security trustee being appointed, the retiring Security
Trustee shall be discharged from all of its obligations and liabilities under
and pursuant to, and the duties and functions delegated to it under, this Deed
and the Security Documents and that successor security trustee and each of the
other parties to this Deed and the Security Documents shall have the same
rights and obligations among themselves as they would have had if that
successor security trustee had been an original party to this Deed and the
Security Documents to which the retiring Security Trustee is then a party in
place of the retiring Security Trustee.


6.23.3                                  Without
prejudice to clause 6.21, the Beneficiaries agree to appoint as successor
security trustee the person nominated in accordance with this clause 6.23.


6.24                                        Disposals


Each of the Beneficiaries hereby agrees and
acknowledges that the Security Trustee is authorised to release all relevant
security granted under the Security Documents in respect of any Equipment which
as been, or is to be, disposed of as permitted by clause 8.3.3 of the Credit
Agreement.


6.25                                        Appointment
of Security Trustee by Facility Beneficiaries


Each Facility Beneficiary hereby irrevocably appoints
the Security Trustee as its security trustee of the Facility Property for the
purposes of this Deed and the other Facility Documents on the terms set out in
the foregoing provisions of this clause 6 save that:


(a)          all references to:-


(i)             Security Documents
shall be read and construed as references to Facility Documents save in respect
of clause 6.8.1 and clause 6.9, where “any Security Document” shall be read and
construed as “the Credit Agreement and the Facility Guarantee”;


(ii)          Secured Property shall
be read and construed as references to Facility Property;


(iii)       Beneficiaries shall be read
and construed as references to Facility Beneficiaries; and


(iv)      Secured Obligations shall be
read and construed as references to Facility Obligations;



 14
 









(b)         the reference in the last
line of clause 6.9 to ′′clause 9′′ shall be read and construed as a
reference to ′′clause 4.2 of the Credit Agreement′′;


(c)          clauses 6.10.1 (b) and
6.24 shall not apply; and


(d)         the reference in clause
6.13.1(i) to “Security” shall be read and construed as a reference to “Facility
Property”.


7                                                         Declaration
of Trust


The Security Trustee hereby accepts (a) its
appointment under clause 6.1 as trustee of the Secured Property and its
appointment under clause 6.25 as trustee of the Facility Property, and (b) acknowledges
and declares that it holds and shall hold the Secured Property on trust for the
Beneficiaries and the Facility Property on trust for the Facility
Beneficiaries, in each case on the terms and basis, and subject to the
conditions, set out in this Deed. The acknowledgement and declaration in this
clause 7 is and shall be irrevocable.


8                                                         Security
Trustee Account


8.1                                                 All
amounts credited to the Security Trustee Account shall be held by the Security
Trustee on trust for the Beneficiaries in accordance with clause 7.


8.2                                                 Interest
shall accrue on the amounts from time to time standing to the credit of the
Security Trustee Account at the rate certified by the Security Trustee Account
Bank to be the market rate quoted by the Security Trustee Account Bank for
amounts comparable to those amounts. 
That interest shall accrue from day to day and shall be credited to the
Security Trustee Account at the end of each successive period in respect of
which it accrues and on the date on which the Security Trustee Account shall be
closed and all interest so credited shall form part of the credit balance of
the Security Trustee Account.


8.3                                                 All
Proceeds received by any party hereto on or after the occurrence of an
Enforcement Event including, but not limited to, the Security Trustee Account
Bank (other than Proceeds received by way of application from the Security
Trustee Account in accordance with the provisions of this Deed) shall promptly
be paid by that party, in the currency in which those Proceeds were received,
to the Security Trustee Account Bank for application in accordance with
clause 9.


8.4                                                 All
Proceeds in relation to any Equipment received by the Security Trustee Account
Bank in Dollars (other than Proceeds received by the Security Trustee Account
Bank by way of application from the Security Trustee Account in accordance with
the provisions of this Deed) shall promptly be paid by the Security Trustee
Account Bank to the Security Trustee Account.


8.5                                                 All
Proceeds in relation to any Equipment received by the Security Trustee Account
Bank other than in Dollars (other than Proceeds received by the Security
Trustee Account Bank by way of application from the Security Trustee Account in
accordance with the provisions of this Deed) shall be applied by the Security
Trustee Account Bank in the purchase of Dollars at the Exchange Rate in
relation to the Security Trustee Account Bank on the date of receipt thereof by
the Security Trustee Account Bank (or, if it is not practicable to effect that
purchase on that date, the immediately following



 15
 









Banking Day)
and the Dollars so purchased shall promptly be paid by the Security Trustee
Account Bank to the Security Trustee Account.


8.6                                                 All
Proceeds received by any party hereto on or after the occurrence of an
Enforcement Event shall be received by that party on trust for the
Beneficiaries to pay the same to the Security Trustee Account.


8.7                                                 Without
prejudice to the rights, obligations and liabilities of the parties hereto
under and pursuant to this Deed and the other Transaction Documents (or any of
them), each party hereto agrees that, where the Security Trustee Account Bank
is authorised and instructed, pursuant to any provision of this Deed, to pay an
amount to one party hereto in or towards performance, satisfaction or discharge
of any obligation or liability of another party hereto, the payment of that
amount by the Security Trustee Account Bank will constitute the (or the
relevant part of the) performance, satisfaction or discharge of that obligation
or liability of that other party.


8.8                                                 Each
of the parties hereto acknowledges and agrees that, if any withholding or
deduction is required by law to be made by any party hereto from any amount to
be paid pursuant to the terms of this Deed from the Security Trustee Account,
the Security Trustee Account Bank is irrevocably authorised and instructed to
withhold or, as the case may be, deduct from that amount and to retain, in the
Security Trustee Account, the amount of that withholding or deduction (provided
that the Security Trustee Account Bank shall have received written notice of
that withholding or deduction prior to paying that amount) and to pay the
amount of that withholding or deduction to the person required by law to make
that withholding or deduction as soon as practicable after that person requests
that amount.  Any party hereto required
to make any such withholding or deduction shall, upon receipt of that amount
from the Security Trustee Account Bank, pay that amount to the competent
authority requiring payment thereof and shall, at the request of any other
party hereto, provide to that other party a receipt or other evidence of
payment.


8.9                                                 Notwithstanding
any authorisations of, or instructions to, the Security Trustee Account Bank
contained in this Deed as to the payment of monies direct to any person on
behalf of any other person, the Security Trustee Account Bank shall not be
obliged to make any payment or to act in any manner which is contrary to
applicable law.


9                                                         Application
of Proceeds


9.1                                                 The
Beneficiaries shall co-operate with each other and any Receiver in
realising the Secured Property and in ensuring that the Proceeds are applied in
accordance with the provisions of this Deed.


9.2                                                 All
Proceeds in relation to any Equipment received by any party hereto on or after
the occurrence of any Enforcement Event shall be paid to the Security Trustee
Account, and each of the parties hereto irrevocably authorises and, in the case
of the Security Trustee, instructs the Security Trustee Account Bank promptly
to apply those Proceeds in paying the following amounts from the Security
Trustee Account (after providing for all Losses ranking in priority to the
Secured Obligations and subject, in relation to proceeds of the Insurances in
relation to the Haewene Brim Vessel, to the terms of the Haewene Brim Quiet Enjoyment
Letter) in the following order:



 16
 









9.2.1                                        first,
in or towards reimbursing all and any Expenses properly suffered, incurred or
paid by any Beneficiary in relation to that Equipment, but not reimbursed by
any Obligor, and all and any remuneration payable to any Receiver appointed in
relation to that Equipment and/or the Secured Property in relation to that
Equipment (or either of them or any part thereof), but not paid by any Obligor,
together with interest thereon at the DPP Applicable Rate in respect of the
period from (and including) the date on which the same were incurred to (but
excluding) the date of payment pursuant to this clause 9.2.1;


9.2.2                                        second,
an amount equal to all Cure Payments which have been made by but not reimbursed
to the Facility Beneficiaries or any of them shall be paid to the Facility
Agent for the account of the Facility Beneficiaries who have made those Cure
Payments unless and to the extent that those Cure Payments are also Expenses in
relation to which the relevant Facility Beneficiaries have been reimbursed by
the application on that date pursuant to clause 9.2.1;


9.2.3                                        third,
(A) an amount equal to the sum of the Facility Liabilities at that time (the “Facility Sum”) shall be paid to the
Facility Agent for the account of the Facility Beneficiaries and (B) an amount
equal to the sum of the Hedging Liabilities at that time pursuant to Acceptable
Hedging Arrangements (the “Hedging Sum”)
shall be paid to the Hedging Providers. If, at any time, the amount available
for payment under this clause 9.2.3 is less than the aggregate amount of the
Facility Sum at that time and the Hedging Sum at that time, that available
amount shall, as between the Facility Beneficiaries and the Hedging Providers,
be applied and paid to the Facility Agent for the account of the Facility
Beneficiaries and to the Hedging Providers respectively pro rata to the amount
of the Facility Sum at that time and the amount of the Hedging Sum at that time
respectively and the pro rata amount so applied and paid to the Hedging
Providers shall, as between the Hedging Providers inter se, be applied and paid
to each of the Hedging Providers on a pro-rata basis in accordance with the
amounts owing to each of them.  All
amounts received by the Facility Agent for the account of the Facility
Beneficiaries pursuant to this clause 9.2.3 shall be applied upon receipt by
the Facility Agent in accordance with the provisions of clauses 4.2.1 to 4.2.6
(inclusive) of the Credit Agreement as if they had been received by the
Facility Agent from or on behalf of the Borrowers prior to the occurrence of an
Enforcement Event;


9.2.4                                        fourth,
an amount equal to the balance (if any) shall be paid to the Obligor entitled
thereto,


in each case, provided that the Security Trustee
Account Bank shall have received a certificate, setting out the amount of each
such payment, from the relevant party in accordance with clause 14.1.


9.3                                                 In
this clause 9, all references to “at that time” or “on that date” shall be
construed as references to the time at or, as the case may be, the date on
which the relevant Proceeds are paid by the Security Trustee Account Bank
pursuant to clause 9.2.


10                                                  Application
of Assigned Property Proceeds


10.1                                        General


Subject to the following provisions of this
clause 10, all Assigned Property Proceeds which are received by any Obligor
prior to the occurrence of any Enforcement Event



 17
 









shall be applied in accordance with any provision of
the Facility Documents which expressly refers thereto and otherwise as that
Obligor sees fit.


10.2                                        General
application of Insurances (other than Total Loss Proceeds) prior to a Default


Unless and until a Default shall occur (whereupon all
proceeds of, and other monies payable under, the Insurances which are not
Proceeds shall be paid to the Facility Agent Account for application in
accordance with clause 4.2 of the Credit Agreement) and subject, in
relation to proceeds of the Insurances in relation to the Haewene Brim Vessel,
to the terms of the Haewene Brim Quiet Enjoyment Letter:


10.2.1                                  Loss
Payable Clauses


all proceeds of, and other monies payable under, the
Insurances in relation to any Equipment shall be payable in accordance with the
terms of the relevant Loss Payable Clause in relation to that Equipment
and none of the parties hereto will in the meantime give any notification to
any person in respect of, or otherwise in connection with, the Insurances (or
any of them) in relation to any Equipment which would or might reasonably be
expected to result in any monies payable under those Insurances being paid
other than in accordance with the terms of the relevant Loss Payable
Clause in relation to that Equipment;


10.2.2                                  Damage
claims


(a)          all proceeds of, and
other monies payable under, the Insurances in relation to any Equipment which do
not exceed the sum of ten million Dollars ($10,000,000) in respect of any one
incident occurring in relation to that Equipment shall, unless prior to the
receipt thereof by, or whilst those proceeds or other monies are in the hands
of, the Security Trustee there shall have occurred (i) a Facility Event (whereupon
those proceeds or other monies shall be paid to the Facility Agent at the
Facility Agent Account for application in accordance with clause 4.2 of
the Credit Agreement), (ii) or an Enforcement Event (in which case those
proceeds or other monies shall thereupon become Assigned Property Proceeds and
shall be paid and applied in accordance with clause 9.2 of this Deed), be paid
by any party which receives the same (other than the Security Trustee) to the
Security Trustee at the Security Trustee Account Bank and shall be paid by the
Security Trustee Account Bank to the Owner of the relevant Equipment,


(b)         all proceeds, and other
monies payable under, the Insurances in relation to any Equipment, if those
proceeds or monies exceed the sum of ten million Dollars ($10,000,000) in
respect of any one incident occurring in relation to that Equipment, shall be
paid by any party which receives the same (other than the Security Trustee) to
the Security Trustee at the Security Trustee Account Bank and shall, if the
Facility Agent (acting on the instructions of the Majority Banks) so request,
be applied in accordance with clause 4.2 of the Credit Agreement, provided
however that the Facility Agent shall not be entitled to make any such request
if:


(i)             no Enforcement Event
has occurred, no Facility Event has occurred and is continuing, and the
Facility Agent (acting on the instructions of the



 18
 









Majority Banks acting reasonably) is of the
opinion that no Facility Event is likely to occur, and


(ii)          the Facility Agent has
received an opinion from the Technical Consultant confirming the feasibility
of, and budget relating to, the programme of works necessary to effect repairs
submitted to the Facility Agent by the Bluewater Agent acting on behalf of the
Owner of the relevant Equipment.  If the
Facility Agent is not entitled to make any request referred to above in this
paragraph (b), such proceeds or monies shall be paid by the Security Trustee
Account Bank:


(A)      to the Owner of the relevant
Equipment upon that Owner furnishing evidence satisfactory to the Security
Trustee that all loss and damage resulting from the relevant incident has been
properly made good and repaired, and that all repair accounts and other
liabilities whatsoever in connection with that incident have been fully paid
and discharged by that Owner; or


(B)        to the persons or person
effecting the repairs to the Equipment to which those proceeds or other monies
relates on account of those repairs in the course of those repairs being
effected.


Provided however that, as each of the parties hereto
acknowledges and agrees, the insurers with whom the fire and usual marine risks
insurances in relation to any Equipment are effected may make payment on
account of repairs in the course of the same being effected;


10.2.3                                  Protection
and indemnity recoveries


each of the parties hereto agrees and acknowledges
(for the avoidance of doubt, subject to the provisions of any relevant Loss
Payable Clause then applicable and without prejudice to clause 10.2.1)
that all proceeds of, and other monies payable under, the Insurances in
relation to any Equipment (which are not Proceeds) in respect of protection and
indemnity risks and all amounts (which are not Proceeds) payable under or
pursuant to the Contract in relation to that Equipment by the Field Operator
who is a party thereto in respect of indemnity obligations shall be paid direct
to the person who incurred the liability or who suffered the damage to which
those proceeds, other monies or, as the case may be, amounts relate or, where
that liability has been satisfied, to the person who has satisfied that
liability, in reimbursement to that person of the monies expended by it in
satisfaction of that liability.


10.3                                        Requisition for
hire


All and any monies (which are not Proceeds) payable by
any Government Entity which has requisitioned any Equipment for hire as
compensation for any change in the structure, state and/or condition of that
Equipment and received by any party hereto shall be paid and shall be applied
in accordance with clause 10.2 as if those monies were proceeds of, or, as the
case may be, other monies payable under, the Insurances in relation to that
Equipment.



 19
 









11                                                  Representations
and Warranties


11.1                                        Each party
hereto represents and warrants to each other party hereto as follows:


11.1.1                                  due
incorporation


it is duly incorporated and validly existing in good
standing under the laws under which it was incorporated and has power to
execute, deliver and enter into, and perform its obligations under, this Deed
and each other Transaction Document to which it is, or is to be, a party;


11.1.2                                  corporate
power


all necessary corporate action has been taken to
authorise such execution, delivery, entry into and performance and, subject to
any applicable Reservations, this Deed and each other Transaction Document to
which it is, or is to be, a party constitutes or will, when executed,
constitute its valid and legally binding obligations enforceable in accordance
with their respective terms; and


11.1.3                                  consents


each consent, authorisation, licence and approval of,
and every registration with and declaration to, any Government Entity in any
Relevant Jurisdiction required by it to authorise, or otherwise in connection
with, the execution, delivery, entry into, validity, enforceability, priority
or admissibility in evidence of, or the performance by it of its obligations
under, this Deed and each other Transaction Document to which it is, or is to
be, a party has been obtained or made and is in full force and effect.


11.2                                           Each
Obligor represents and warrants to each Beneficiary as follows:


11.2.1                                  no
Obligor or any Related Company of an Obligor and, after the Implementation
Date, Aurelia Holding is or has at any time been an employer in relation to, or
has established or participated in, an occupational pension scheme which is not
a money purchase scheme (as defined in section 181 of the Pension Schemes Act
1993); and


11.2.2                                  no
Obligor or any Related Company of an Obligor and, after the Implementation
Date, Aurelia Holding is or has at any time been “connected” with or an “associate”
of (as those terms are used in the Pensions Act 2004) an employer in relation
to an occupational pension scheme which is not a money purchase scheme (as
defined in section 181 of the Pension Schemes Act 1993).


12                                                  Bluewater
Waiver and Subordination


12.1                                        Waiver


Each Obligor agrees with and covenants to each of the
Beneficiaries that it will:


12.1.1                                  not
at any time after the occurrence of a Facility Event and for so long as that
Facility Event is continuing, without the prior written consent of the
Instructing Beneficiaries (which shall not be unreasonably withheld or delayed):



 20















(a)          exercise any right of
whatsoever nature and not claim or exercise any right of set-off or
counterclaim which it may have against any other Obligor;


(b)         demand repayment in whole
or in part of any Indebtedness now or hereafter due to it from any other Obligor
or accept any Collateral Instrument in respect of any right referred to in
paragraph (a) above or dispose of any such right; or


(c)          have the benefit of, or
share in, any payment from, or composition with, any other Obligor, except and
to the extent contemplated by the proviso to clause 12.1.2;


12.1.2                                  not
at any time during the Facility Security Period:


(a)          take any step to enforce
any right against any other Obligor unless and to the extent that (A) those
rights arise under a contract, agreement or other arrangement entered into by
that Obligor and that other Obligor at arm’s length and on commercial terms and
in the ordinary course of their respective businesses, (B) those rights have
been assigned by that Obligor to or in favour of another person (not being an Obligor)
and that Obligor is permitted or, as the context may require, not prohibited,
pursuant to the terms of the Facility Documents, to assign or, as the case may
be, from assigning those rights to that person, and (C) the failure by that Obligor
to take that step would constitute a breach by that Obligor of its obligations
to that person (it being acknowledged and agreed that, for the purpose of this
clause 12.1.2, the Economic Documents shall be deemed not to satisfy the
requirements of (A), (B) and (C));


(b)         initiate or take any
action which would result in any Insolvency Event in relation to any other Obligor;
or


(c)          claim or prove in any
Insolvency Event in relation to any other Obligor; or


(d)         create or permit to
subsist any Encumbrance (other than Permitted Encumbrances) over, or attempt,
purport or agree to any of the same, all or any part of its assets in or over
which any Beneficiary holds any Security or which is the subject of any
Security Document; and


12.1.3                                  if
so directed by the Security Trustee, prove in any Insolvency Event in relation
to any other Obligor for the whole or any part of any claim which it may have
in relation to any of its otherwise waived rights referred to in the foregoing
paragraphs of this clause 12.1 and on terms that the benefit of such
proof and of all monies received by it in respect thereof shall be held on
trust for the Beneficiaries and shall be applied in accordance with
clause 9.


12.2                                        Other members
of the Bluewater Group


BH hereby represents and warrants to each of the
Beneficiaries that no Excluded Subsidiary has any right of whatsoever nature
against any Obligor which, if that Excluded Subsidiary were a party to this
Deed and exercised or enforced that right or took any other action in relation
thereto, would or might result in that Excluded Subsidiary being in breach of
the provisions of clause 12.1, and covenants to each of the Beneficiaries
that if any Excluded Subsidiary hereafter acquires any such right, BH shall
procure that that Excluded Subsidiary agrees with and covenants to each of the



 21
 









Beneficiaries in the terms (mutatis mutandis) of the
foregoing provisions of this clause 12.


13                                                  Notifications
and Consents


13.1                                        Facility Event


The Facility Agent agrees that, if any Facility Event
shall occur and/or if any Acceleration Notice is given, it shall (in each such
case) give notice thereof to the Security Trustee as soon as reasonably
practicable after it has become aware of the same.  Promptly following the receipt by the
Security Trustee of that notice, the Security Trustee shall forward a copy of
that notice to each of the Beneficiaries, other than the Facility Agent.


13.2                                        Amendments to
Transaction Documents


Each of the Obligors agrees that, it will not amend or
agree or consent in writing to any amendment to any Transaction Document
unless:


13.2.1                                  the
relevant amendment will not have, and might reasonably be expected not to have,
in the opinion of that Obligor (acting reasonably), a materially adverse effect
on the rights or interests of all or any of the other parties hereto, or


13.2.2                                  if
that amendment would have, or might reasonably be expected to have, in the
opinion of that Obligor (acting reasonably) a materially adverse effect on the
rights or interests of all or any of the other parties hereto (each of the
parties upon whose rights and interests it is so determined that that amendment
would have, or might reasonably be expected to have, a materially adverse
effect, a “relevant party”), each
of the relevant parties has consented in writing to that amendment,


13.3                                        Notices of
Assignment


Each Obligor (the “Notifier”)
hereby gives notice to each other party hereto who has an interest in the
Assigned Property of the Notifier (each a “Notifiee”) of
the assignment and pledge (if applicable) effected by the Notifier under the
Security Documents to which the Notifier is a party and each Notifiee hereby
acknowledges and consents to the assignment and pledge (if applicable) effected
by the Notifier under those Security Documents.


14                                                  Certificates


14.1                                        Reliance


Without prejudice to the other provisions of this
Deed, the Security Trustee Account Bank and the Security Trustee shall be
entitled to rely (save in the case of manifest error) on:


14.1.1                                  any
certificate signed by or on behalf of the Facility Agent as to any amounts to
be distributed to any of the Facility Beneficiaries pursuant to the provisions
hereof;


14.1.2                                  any
certificate signed by or on behalf of the Bluewater Agent as to any amounts to
be distributed to any of the Obligors pursuant to the provisions hereof; and



 22
 









14.1.3                                  any
certificate signed by or on behalf of any other party hereto as to any amounts
to be distributed to that party pursuant to the provisions hereof.


14.2                                        Timing


Wherever in this Deed express reference is made to a
certificate to be provided by any of the parties hereto, that party shall
provide that certificate within ten (10) days of it being requested by any
other party hereto to do so, provided always that each of the other parties
hereto has provided to that party all information which may be required in
connection with the production of that certificate.  Each of the parties hereto agrees to provide
to each of the other parties hereto, upon the request of that other party, all information
referred to in the foregoing sentence.  Each
of the parties hereto further agrees with each of the other parties hereto that
it will provide to each of the other parties hereto, upon the request of that
other party, a copy of any certificate produced by it under this clause 14.2.


14.3                                        Liability


The Security Trustee accepts no responsibility for the
accuracy and/or completeness of any information supplied by any party to any
Transaction Document and shall be under no liability to any other party hereto
for issuing a certificate in reliance thereon unless it has actual knowledge of
the inaccuracy of the information so supplied.


15                                                  Loss
Payable Clauses


Each of the Obligors undertakes and agrees to procure
that each of the Loss Payable Clauses in relation to any Equipment are
validly and effectively endorsed on each of the policies and/or certificates of
entry relating to the Insurances in relation to that Equipment.


16                                                  Assignments
and Transfers


16.1                                           Each
of the parties hereto acknowledges and agrees that:


16.1.1                                  each
Bank shall be entitled, at any time and from time to time, to assign, transfer,
novate or otherwise dispose of all or any part of its rights and interest in,
to and under this Deed and each other Transaction Document to which it is a
party (and, for the avoidance of doubt, a sub-participation by a Bank shall not
be considered a disposal for the purposes of this clause 16) to any Transferee
pursuant to a Transfer Certificate; and


16.1.2                                  each
of the Security Trustee and the Facility Agent shall be entitled, at any time
and from time to time, to assign, transfer, novate or otherwise dispose of all
of its rights and interest in, to and under this Deed and each other
Transaction Document to which it is a party to any person appointed as
replacement security trustee or, as the case may be, replacement facility agent
pursuant to this Deed or, as the case may be, the Credit Agreement,


provided that, in the case of any disposition effected
pursuant to clause 16.1.1 or clause 16.1.2, the person or persons to whom such
rights and interest are assigned, transferred, novated or otherwise disposed of
shall accede to, and be bound by the terms of, this Deed by its execution of a
Transfer Certificate, if that disposition is effected pursuant to



 23
 









clause 16.1.1, or documentation reasonably
satisfactory to the other parties hereto, if that disposition is effected
pursuant to clause 16.1.2.


16.2                                           Each
of the parties hereto agrees to enter into any documentation referred to in the
proviso to clause 16.1, together with such further documents and notices
as the Security Trustee or, as the case may be, the Facility Agent may
reasonably require in connection therewith, promptly upon the request of the
Security Trustee or, as the case may be, the Facility Agent.


16.3                                           The
provisions of clauses 16.4 to 16.6 (inclusive) of the Credit Agreement
shall apply, mutatis mutandis, to this Deed as if set out in full herein and as
if each reference to “this Agreement” included a reference to this Deed. Each
party hereto expressly acknowledges and accepts the provisions of
clause 16.4 of the Credit Agreement and agrees that each Transferee who
has executed a Transfer Certificate shall be entitled to the benefit of this
Deed and the powers, rights and remedies of the Banks and the Beneficiaries (including
the Facility Beneficiaries) under and pursuant to this Deed, as if that
Transferee had originally been a party to this Deed as a Bank.  Each of the parties hereto (in the case of
the Borrowers and the Bluewater Agent, subject to the Bluewater Agent having
given consent, if required, pursuant to clause 16.4 of the Credit
Agreement) irrevocably authorises and instructs (i) the Facility Agent (who
accepts that appointment as part of the security being given to the Facility
Beneficiaries and declares that it has an interest therein) to execute and
deliver any Transfer Certificate on its behalf, and (ii) the Security Trustee
(who accepts that appointment as part of the security being given to the
Beneficiaries (including the Facility Beneficiaries) and declares that it has
an interest therein) to execute and deliver any DPP Supplemental Deed on its
behalf, and, in each case, undertakes not to revoke, withdraw or qualify that
authority or instruction at any time. 
Promptly upon its execution of any Transfer Certificate, the Facility
Agent shall notify each of the parties hereto (other than the Banks).  Promptly upon its execution of any DPP
Supplemental Deed, the Security Trustee shall notify each of the other parties
hereto and shall provide to each of the other parties hereto a copy of that DPP
Supplemental Deed.


16.4                                           Each
party hereto expressly acknowledges and accepts the provisions of (i)
clause 22.19 of the Credit Agreement and agrees that each person who shall
for the time being act as facility agent pursuant to such clause 22.19
shall be entitled to the benefit of this Deed and the powers, rights and
remedies of the Facility Agent and the Beneficiaries under and pursuant to this
Deed, as if that person had originally been a party to this Deed as the
Facility Agent, and (ii) clause 6.23 and agrees that each person who shall
for the time being act as security trustee pursuant to clause 6.23 shall
be entitled to the benefit of this Deed and the powers, rights and remedies of
the Security Trustee and the Beneficiaries (including the Facility Beneficiaries)
under and pursuant to this Deed, as if that person had originally been a party
to this Deed as the Security Trustee. 
Each of the parties hereto agrees and acknowledges that, upon the
appointment of any successor facility agent or, as the case may be, any
successor security trustee pursuant to the Credit Agreement or, as the case may
be, this Deed, the retiring Facility Agent or, as the case may be, the retiring
Security Trustee shall be discharged from any further obligation under this
Deed and the other Transaction Documents to which it was, at the time of its
retirement, a party and that successor facility agent or, as the case may be,
that successor security trustee, and each of the other parties to this Deed and
those other Transaction Documents shall have the same rights and obligations
among themselves as they would have had if that successor facility agent or, as
the case may be, that



 24
 









successor
security trustee had been an original party to this Deed and those Transaction
Documents in place of the retiring Facility Agent or, as the case may be, the
retiring Security Trustee.


16.5                                           All
costs and expenses reasonably incurred by any party hereto (including any legal
fees) in connection with its obligations pursuant to this clause 16 shall
be paid to that party by the party effecting the disposition referred to in
clause 16.1 on demand and in the currency specified by the recipient
party, upon receipt by the paying party of evidence satisfactory to it that
those costs and expenses have been reasonably incurred by that other party.


16.6


16.6.1                                  Any
of the Security Trustee and the other Beneficiaries may disclose to any of its
Subsidiaries and Affiliates and to any prospective Transferee, or to any other
person who may propose entering into contractual arrangements with the Security
Trustee or that Beneficiary in relation to the Equipment, the Assigned Property
or any part thereof and/or the Facility Documents (including any person to whom
a Facility Beneficiary wishes to grant a sub-participation under clause 16.8 of
the Credit Agreement), such information concerning the other parties hereto or
any of them as the Security Trustee or that Beneficiary may deem appropriate if
the Security Trustee or that other Beneficiary first (a) (except in the case of
disclosure to any such Subsidiary or Affiliate) obtains the consent of the
Bluewater Agent which consent shall not be unreasonably withheld or delayed.


16.6.2                                  No
disclosure of information may be made under clause 16.6.1 (or otherwise) to any
Subsidiary or Affiliate of a Beneficiary or to any prospective Transferee or
other person unless, prior to that disclosure (a) the Beneficiary has informed
the Bluewater Agent of the full content and terms of the proposed disclosure,
and (b) such Subsidiary, Affiliate, prospective Transferee or other person, as
the case may be, undertakes in writing to the Bluewater Agent to keep secret
and confidential, and not, without the prior written consent of the Bluewater
Agent, disclose to any third party any of, the information disclosed to it by
that Beneficiary.


16.6.3                                  It
shall not be unreasonable at any time for the Bluewater Agent to withhold its
consent to any disclosure under clause 16.6.1 if the Bluewater Agent, acting in
good faith, is not satisfied that an undertaking given in accordance with
clause 16.6.2 received from the person to whom disclosure is intended to be
made would be sufficient to adequately safeguard and protect the Bluewater
Group’s legal or commercial interests.


16.6.4                                  If
the Bluewater Agent fails to respond to a request for its consent within ten
(10) Banking Days of that request being made, the Bluewater Agent shall be
deemed to have given the consent requested.


16.6.5                                  None
of the Obligors and the Bluewater Agent may assign or transfer to any person all
or any of its rights and obligations under and pursuant to this Deed.


16.6.6                                  If
and whenever it is agreed by the Bluewater Agent and the Facility Agent,
pursuant to any Credit Agreement Supplemental Agreement or Guarantee Accession
Deed and/or General Assignment Supplemental Deed, that there is to be or become
one or more Additional Obligors (as identified in that Credit Agreement
Supplemental Agreement or



 25
 









Guarantee
Accession Deed and/or General Assignment Supplemental Deed), the Bluewater
Agent shall procure that that Additional Obligor enters into a DPP Supplemental
Deed pursuant to which that Additional Obligor will become a party to this
Deed.


17                                                  Costs
and indemnities


17.1                                        Expenses


Each of the Obligors shall pay to each of the
Beneficiaries specified below, on a full indemnity basis, on demand by that
Beneficiary, all and any Losses incurred pursuant to this Deed or any other
Transaction Document (which shall be supported by appropriate written invoices
or other evidence):


17.1.1                                  paid,
suffered or incurred by the Arranger, the Facility Agent and/or the Security
Trustee in connection with the negotiation, preparation, execution, completion
and, where relevant, registration of the Transaction Documents, of any
amendment of, or the granting of any waiver or consent under or pursuant to,
any of the Transaction Documents together with interest on those Losses, if the
relevant Losses are not paid by the Obligors (or any of them) within five (5)
Banking Days of the date of demand by that Beneficiary, at the Default Rate
from the date of that demand to the date of payment (after as well as before
judgment); and


17.1.2                                  paid,
suffered or incurred by the Facility Agent and/or the Security Trustee, or by
any manager, agent, officer or employee for whose liability, act or omission
that Beneficiary may be legally obliged to indemnify, in connection with the
exercise, enforcement or preservation of all or any rights, interests, powers,
duties, authorities, discretions, functions and remedies of that Beneficiary
under or pursuant to any of the Transaction Documents or otherwise in
connection with (i) any monies owing under or pursuant to the Transaction Documents
or any of them, (ii) the Secured Property, the Facility Property or any part
thereof, (iii) the Security in relation to the Equipment or any part thereof,
or (iv) the Secured Obligations or any of them or any part thereof, including,
without limitation, all Expenses together with interest (i) (if those Losses
are paid by the Obligors (or any of them) within five (5) Banking Days of that
demand by that Beneficiary) at the rate of interest applicable at that time
pursuant to clause 3.1 of the Credit Agreement, and (ii) (in all other
circumstances) at the Default Rate, in each case, from the date of that demand to
the date of payment (after as well as before judgment).  For the avoidance of doubt, the Beneficiaries
and any manager, agent, officer, or employee for whose liability, act or
omission any Beneficiary may be legally obliged to indemnify, shall be entitled
to be indemnified out of the Secured Property for all Losses referred to in
this clause 17.1.2.


17.2                                        Cure Payments


Each of the Obligors shall pay to each of the Facility
Beneficiaries on demand all and any Cure Payments made by any Facility
Beneficiary. Each Facility Beneficiary shall promptly notify the Bluewater
Agent of any Cure Payment made by it.



 26
 









17.3                                        Value added tax


All amounts payable pursuant to this clause 17
shall be paid together with any Value Added Tax or similar tax (if any)
properly chargeable thereon.


17.4                                        Stamp and other
duties


Each of the Obligors shall pay all stamp, documentary,
registration or other like duties or Taxes (including any duties or Taxes
payable by any Beneficiary) imposed on or in connection with the Transaction
Documents or any of them and shall indemnify each of the Beneficiaries against
any Losses paid, suffered or incurred by any of them by reason of any delay or
omission by any Obligor to pay such duties or Taxes.


18                                                  Custody
of Documents


The Security Trustee shall be entitled to place all
deeds, certificates and other documents relating to the Secured Property and
the Security or any part thereof deposited with it under or pursuant to the
Security Documents or any of them in any safe deposit, safe or receptacle
selected by the Security Trustee or with any solicitor or firm of solicitors
and may make any such arrangements as it thinks fit for allowing any
Beneficiary or any Obligor access to, or its solicitors or auditors possession
of, those deeds, certificates and documents whenever the Security Trustee deems
appropriate and the Security Trustee shall not be responsible for any Losses
suffered, paid or incurred by any person in connection with any such deposit,
access or possession.


19                                                  Further
Assurance and Power of Attorney


19.1                                        Further
Assurance


Each of the parties hereto (other than the Facility
Beneficiaries) covenants to each of the Facility Beneficiaries that it will, at
the cost and expense of the Obligors, execute, sign, perfect, do and (if
required) file, record, register and enrol every further assurance, deed,
assignment, charge, notice, instrument, authority, document, act and thing as
any Facility Beneficiary (acting reasonably) shall from time to time consider
necessary for perfecting the security intended to be created by, under or
pursuant to the Facility Documents or for the exercise of the respective
rights, remedies and powers conferred thereby, thereunder or pursuant thereto.


19.2                                        Beneficiaries
power of attorney


Each of the Beneficiaries (other than the Security
Trustee) shall, if so requested in writing by the Security Trustee, appoint the
Security Trustee, subject to any limitations on the powers of the Security
Trustee imposed by this Deed, to be its attorney for and in the name and on
behalf of that Beneficiary and as the act and deed or otherwise of that
Beneficiary to execute, seal and deliver and otherwise perfect and do all such
deeds, assurances, agreements, instruments, acts and things which may be
required for the full exercise of all or any of the rights, powers or remedies
conferred on, and the duties and functions delegated to, the Security Trustee
under this Deed and the other the Facility Documents.



 27
 









20                                                  Notices


20.1                                           Every
notice, request, demand or other communication under this Deed or any other
Facility Document shall:


20.1.1                                  be
in writing delivered personally or by first-class prepaid letter (airmail
if available) or facsimile transmission or other means of telecommunication in
permanent written form;


20.1.2                                  be
deemed to have been received in the case of a letter, when delivered personally
or three (3) days after it has been put in to the post and, in the case of a
facsimile transmission or other means of telecommunication in permanent written
form, at the time of despatch (provided that if the date of despatch is not a
business day in the country of the addressee or if the time of despatch is
after the close of business in the country of the addressee it shall be deemed
to have been received at the opening of business on the next such business day);
and


20.1.3                                  be
sent to each or any party hereto to the address and/or fax number of that
party, and marked for the attention of the relevant person in relation to that
party, in each case as set out in Schedule 4 or to such other address
and/or fax number as is notified by that party to each of the other parties
hereto, save that any notice, request, demand or other communication (i) from
any party hereto other than the Facility Agent to any Bank shall be sent to
that Bank c/o the Facility Agent, and (ii) from any party hereto other than the
Bluewater Agent to any Obligor shall be sent to that Obligor c/o the Bluewater
Agent.


21                                                  Law
and Jurisdiction


21.1                                        Law


This Deed is governed by, and shall be construed in
accordance with, the laws of England and Wales.


21.2                                        Submission to
jurisdiction


For the benefit of the Security Trustee and each other
Beneficiary, each Obligor and the Bluewater Agent irrevocably and
unconditionally agrees 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. Each Obligor and the
Bluewater Agent 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), in
each case, 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 Security Trustee or any other Beneficiary to take any
legal action or proceeding against any of the Obligors and the Bluewater Agent
in any other court of competent jurisdiction nor shall the taking of any legal
action or proceeding in any one or more jurisdictions preclude the taking of
any legal action or proceeding in any other jurisdiction, whether concurrently
or not.  Each Obligor and the Bluewater
Agent agrees that only the English courts and not those of any other
jurisdiction shall have jurisdiction to settle and



 28
 









determine any dispute or claim which any of the Obligors
and the Bluewater Agent may have against the Security Trustee or any other
Beneficiary arising out of or in connection with this Deed.


22                                                  Miscellaneous


22.1                                        No implied
waivers, remedies cumulative


Except as otherwise expressly provided in this Deed,
no failure or delay on the part of any party hereto to exercise any power,
right or remedy under this Deed shall operate as a waiver thereof, nor shall
any single or partial exercise by such party of any power, right or remedy
preclude any other or further exercise thereof or the exercise of any other
power, right or remedy.  The remedies
provided in this Deed are cumulative and are not exclusive of any remedies
provided by law.


22.2                                        Obligations of
Beneficiaries


The obligations of each Beneficiary under and pursuant
to this Deed are several; the failure by any Beneficiary to perform any of
those obligations shall not relieve any other Beneficiary or any Obligor of any
of their respective obligations and liabilities under and pursuant to this Deed
or any of the other Transaction Documents nor shall any Beneficiary be
responsible for any of the obligations and liabilities of any other Beneficiary
under and pursuant to this Deed.


22.3                                        No partnership


This Deed shall not, and shall not be construed so as
to, constitute a partnership between the parties or any of them.


22.4                                        Waiver by
Obligors


Each of the Obligors hereby unconditionally waives any
right it may have, whether at law or otherwise, to require demands to be made
under any of the Facility Documents or for the Secured Property, the Facility
Property or any part thereof to be enforced or realised in any specific order
or manner or to require the proceeds thereof to be appropriated in any specific
order or manner.


22.5                                        Acknowledgement


Each of the parties hereto other than the Facility
Beneficiaries undertakes with each of the Facility Beneficiaries to observe the
provisions of clause 22 of the Credit Agreement at all times and not to take,
or omit to take, any action which would or might reasonably be expected to
prejudice or affect any of the provisions thereof.


22.6                                        Secured
Obligations


Nothing contained in this Deed shall, as between any
Obligor and the Beneficiaries (or any of them), affect or prejudice any powers,
rights or remedies of any Beneficiary against any Obligor in respect of any of
the Secured Obligations. Nothing contained in this Deed shall, as between any
Obligor and the Facility Beneficiaries (or any of them), affect or prejudice
any powers, rights or remedies of any Facility Beneficiary against any Obligor
in respect of any of the Facility Obligations.



 29
 









22.7                                        Counterparts


This Deed may be entered into in the form of two or
more counterparts, each executed by one or more of the parties hereto, and,
provided all the parties hereto shall so execute this Deed, each of the
executed counterparts, when duly exchanged or delivered, shall be deemed to be
an original but, taken together, they shall constitute one instrument.


22.8                                        English
language


All certificates, instruments and other documents to
be delivered under or supplied in connection with this Deed shall be in the
English language or shall be accompanied by a certified English translation
upon which the recipient shall be entitled to rely.


22.9                                        Severability of
provisions


Each of the provisions of this Deed is severable and
distinct from the others and if at any time one or more of those provisions is
or becomes invalid, illegal or unenforceable under the laws of any jurisdiction
neither the validity, legality and enforceability of the remaining provisions
of this Deed nor the validity, legality and enforceability of those provisions
in any other jurisdiction shall in any way be affected or impaired thereby.


22.10                                 Contracts (Rights of
Third Parties) Act 1999


22.10.1                            Unless
expressly provided to the contrary in a Facility Document, a person who is not
a party to this Deed shall have no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce its terms.


22.10.2                            Notwithstanding
any term of any Facility Document, the consent of any person who is not a party
to a Facility Document is not at any time required to rescind or amend a
Facility Document to which it is not a party.


22.10.3                            All
Bluewater Group Members (including but not limited to the Excluded
Subsidiaries), Aurelia Energy and each of the Beneficiaries shall have the
right to enjoy and enforce the benefit of any term of the Facility Documents
which is expressed to be for its benefit or which purports to confer a benefit
on such person.


22.11                                 Consents


Each of the parties to this Deed hereby expressly, in
each case, for all purposes of the Transaction Documents and to the extent that
such consent is required, acknowledges and consents to the entry into by each
of the parties hereto of each of the Transaction Documents to which it is, or
is to be, a party and the transactions thereby contemplated and expressly
waives all or any breaches of the terms of the Transaction Documents which would
otherwise occur as a result of any of the foregoing matters.


22.12                                 Assignees and pledgees


Each party hereto which is an assignee of the rights
of any other party hereto agrees that, as such assignee and/or pledgee, it
shall be bound by any restrictions on the exercise of those rights imposed on
the assignor and/or pledgor by any provision of this Deed.



 30
 









23                                                  Parallel
debt


23.1                                           The
parties hereto agree that, notwithstanding anything in any Transaction Document
to the contrary:


23.1.1                                  “Principal Obligations” means, in relation to an Obligor, all
present and future obligations and liabilities of that Obligor to the
Beneficiaries (or any of them) for the payment of any monies under the
Transaction Documents;


23.1.2                                  each
Obligor shall be obligated to the Security Trustee in an amount equal to, and
in the same currency as, its Principal Obligations as and when the same become
due and payable under the relevant Transaction Document (the “Parallel Obligations”), provided that the total amount of
the Parallel Obligations of that Obligor shall never exceed the total amount of
the Principal Obligations of that Obligor;


23.1.3                                  the
rights of the Beneficiaries to receive payment of the Principal Obligations are
several from the rights of the Security Trustee to receive payment of the
Parallel Obligations;


23.1.4                                  the
Security Trustee shall have an independent right, in its own name, to demand
payment of the Parallel Obligations by the Obligors upon the occurrence and
during the continuance of an unremedied and unwaived event of default (however
such term is defined in each of the applicable Transaction Documents) except
that, in the case of any such event of default relating to the bankruptcy or
similar proceeding or event with respect to an Obligor, the Parallel Obligations
shall be due and payable immediately without any such demand or other action or
notice;


23.1.5                                  the
payment by any Obligor of its Parallel Obligations to the Security Trustee in
accordance with this clause 23 (whether through direct payment by that Obligor or
enforcement of any Encumbrance held by the Security Trustee securing the
Parallel Obligations) shall discharge the corresponding Principal Obligations
of that Obligor, and, similarly, the payment by that Obligor of its Principal
Obligations (whether through direct payment by that Obligor or enforcement of
any Encumbrance held by the Security Trustee securing the Principal
Obligations) shall discharge the corresponding Parallel Obligations owed to the
Security Trustee; and


23.1.6                                  nothing
in this clause 23 shall in any way limit the Security Trustee’s right to act in
the protection or preservation of the rights under, or to enforce, any Facility
Document as contemplated by and in accordance with this Deed or the relevant Facility
Document.


23.2                                           Nothing
in this clause 23 shall in any way negate or affect any obligation of any
Obligor to any Beneficiary under this Deed or any other Transaction Document.


23.3                                           For
the purposes of this clause 23, the Security Trustee acts in its own name and
not as agent or trustee of any Beneficiary, and the security granted under the Facility
Documents to the Security Trustee to secure the Parallel Obligations is granted
to the Security Trustee in its capacity as a direct creditor in respect of the
Parallel Obligations, and not as a trustee or agent for the Beneficiaries.  The Security Trustee undertakes to pay to the
Beneficiaries in accordance with clause 9 an amount equal to any amount
collected or received by it (other than any amount collected or received by it
pursuant to or under the Facility Guarantee, which shall be applied in
accordance with clause 4.2 of



 31
 









the Credit
Agreement) which it has applied in reduction of the Parallel Obligations as if
the corresponding Principal Obligations had not been discharged pursuant to this
clause 23.


23.4                                           In
the event of a retirement of the Security Trustee or the appointment of a
successor Security Trustee, the retiring Security Trustee shall transfer the
Parallel Obligations to the successor Security Trustee pursuant to clause 6.23
of this Deed.


IN WITNESS whereof this Deed has
been duly executed as a deed and delivered the day and year first above
written.



 32
 









Schedule 1


The
Banks and Financial Institutions


	
  Bank

  	
   

  	
  Address

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING
  Bank N.V.

  	
   

  	
  Bijlmerplein 888

  	
   

  	
  Loc. code HE 02.09

  	
   

  	
  1102 MG Amsterdam

  	
   

  	
  The Netherlands

  



 



 33
 









Schedule 2


Form
of Loss Payable Clause


(a)                                  [[Owner] (the “Owner”)] is the
registered owner of the [specify Equipment]
(the “Equipment”).


(b)                                 By
a [detail Lease (if any)], the Lessee has
agreed to demise charter the Equipment to [specify Operator]
(the “Operator”).


(c)                                  Pursuant
to a general assignment dated l
2006 between (inter alios) the Owner, the Operator and the Security Trustee, the
Owner, and the Operator have (inter alia) each assigned in favour of the
Security Trustee all of their respective rights, title, benefit and interest
in, to, under and pursuant to all policies and contracts of insurance from time
to time taken out or entered into by or for the benefit of all or any of them
in respect of the Equipment.


Hull and machinery
(marine and war risks)


Accordingly, in relation
to the property insured under this Policy:


(a)                                  all
claims hereunder in respect of (i) an actual or constructive or compromised or
arranged total loss of the Equipment, (ii) an actual or constructive or
compromised or arranged total loss in respect of any part of the Equipment
(which is not an actual or constructive or compromised or arranged total loss
of the whole of the Equipment) the claim in respect of which exceeds US$10,000,000
(or the equivalent in any other currency) inclusive of any deductible, and
(iii) all claims for physical loss or damage to the Equipment or any part
thereof in respect of a major casualty (that is to say any casualty the claim
in respect of which exceeds US$10,000,000 (or the equivalent in any other
currency) inclusive of any deductible) shall be paid in full to the Security
Trustee (in its capacity as assignee of the Owner and each of the other
assignors pursuant to the assignments referred to above) or to its order; and


(b)                                 all
other claims hereunder shall be paid in full to the Owner and the Operator
respectively as their interests may appear or to their order, unless and until
the Security Trustee shall have notified insurers hereunder to the contrary,
whereupon all such claims shall be paid to the Security Trustee or assignee as
aforesaid [Note: proviso to be included where hull and
machinery cover also includes provisions relating to third party claims]]


[Protection and
Indemnity] [Liabilities] [CAR Part I entry]


Payment of any recovery
which any party is entitled to [make out of the funds of the association]
[under this Policy] in respect of any liability, costs or expenses incurred by
such party shall be made direct to the person who incurred the liability to
which such recovery relates or, where such liability has been satisfied, to the
person who has satisfied such liability in reimbursement to it of moneys
expended in satisfaction of such liability unless and until the insurers
receive notice to the contrary from the Security Trustee in which event all
recoveries shall thereafter be paid to the Security Trustee or its order.



 34
 









Schedule 3


DPP
Supplemental Deed


THIS SUPPLEMENTAL DEED is
dated                             and is
made BETWEEN:


(1)                                  [     
           
           
           
           
           ], a company
incorporated under the laws of [     
           
           
           
           
           ], whose
registered office is at [                           ] (the “Additional Obligor”); and


(2)                                  [     
           
           
           
                 
     ], a company incorporated under the laws of [     
           
           ], acting through
its office at [           
           
           
                 
           ] (the “Security Trustee”).


WHEREAS:


(A)                              Reference
is made to the trust deed and deed of proceeds and priorities dated
[                            ]
2006 (the “Deed”), a copy of which is
attached hereto.


(B)                                Pursuant
to the [Credit Agreement Supplemental Agreement] [Guarantee Accession Deed]
[General Assignment Supplemental Deed], it has been agreed that (subject to the
terms and conditions therein contained) the Additional Obligor is to be an
Obligor.


(C)                                The
execution and delivery of this Deed by the Additional Obligor is a requirement
of the Deed.


THIS DEED
WITNESSES AND IT IS HEREBY AGREED as follows:


1                                          Definitions


In this Deed, words and expressions defined in the
Deed (whether expressly or by reference to another document or agreement or
otherwise) shall, unless otherwise defined in this Deed, or the context
otherwise requires, have the same meanings when used in the Deed and:


[“Credit Agreement
Supplemental Agreement” means the Credit Agreement Supplemental
Agreement dated of even date herewith and made between the Bluewater Agent, the
Additional Obligor and the Facility Agent (on behalf of itself and as agent for
each of the parties to the Credit Agreement other than the Borrowers and the
Bluewater Agent).]


[“Guarantee Accession Deed”
means the Guarantee Accession Deed dated of even date herewith and made between
the Bluewater Agent, the Additional Obligor and the Security Trustee.]


[“General Assignment
Supplemental Deed” means the General Assignment Supplemental Deed
dated of even date herewith and made between the Bluewater Agent, the
Additional Obligor and the Security Trustee.]



 35
 









2                                         Deed


2.1                                 Each
of the provisions of the Deed shall be incorporated by reference in this Deed
as if set out in full, mutatis mutandis, in this Deed and as if all references
therein to “the Obligors”, “any Obligor”, “the Obligors” and “any Obligor” were
or, as the context may require, included references to the Additional Obligor and
as if all references therein to “this Deed” were references to this Deed.


2.2                                 Pursuant
to clause 16.3 of the Deed, the Security Trustee is a party to this Deed
on behalf of itself and each of the other parties to the Deed other than the Additional
Obligor.


3                                         Representations,
warranties, covenants, guarantees, undertakings and agreements of the
Additional Obligor


The Additional Obligor hereby (i) represents, warrants, covenants,
guarantees, undertakes and agrees to, with and for the benefit of each of the
parties to the Deed in the terms of the Deed, as incorporated by reference
herein pursuant to clause 2.1 above, and (ii) agrees to be bound by each
of the provisions of the Deed as if it had been an original party thereto as an
Obligor.


4                                         Bluewater
Agent


The Additional Obligor hereby irrevocably appoints the
Bluewater Agent as its agent for all purposes of the Facility Documents
including, without limitation, clause 2.5 of the Deed.


5                                         Notices


For the purposes of clause 20 of the Deed, the address, fax number
and attention details of the Additional Obligor are:


[                            ]


[                            ]


[                            ]


Fax:                 [                            ]


Attention:      [                            ].


IN WITNESS WHEREOF
this Deed  has been duly executed and delivered
as a deed by the parties hereto on the date first above written.


Additional Obligor


EXECUTED as a DEED


for and on behalf of


[                                                
]


by


its duly authorised attorney-in-fact


in the presence of:



 36
 









Security
Trustee


	
  EXECUTED as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  [                                 ]

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  Bluewater
  Agent

  	
  )

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  [                                 ]

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  



 



 37
 









Schedule 4


Notices


	
  Party

  	
   

  	
  Address

  	
   

  	
  Fax Number

  	
   

  	
  Attention

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Facility Agent

  

  ING Bank N.V.

  	
   

  	
  

  

  HE 03.03

  De Amsterdamse Poort

  Bijlmerplein 888

  P.O. Box 1800

  1000 BV Amsterdam

  The Netherlands

  	
   

  	
  

  

  +31 20 576 8782

  	
   

  	
  

  

  Syndicated Loans Agency

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Security Trustee 

  

  ING Bank N.V.

  	
   

  	
  

  

  HE 03.03

  De Amsterdamse Poort

  Bijlmerplein 888

  P.O. Box 1800

  1000 BV Amsterdam

  The Netherlands

  	
   

  	
  

  

  +31 20 576 8782

  	
   

  	
  

  

  Syndicated Loans Agency

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Security Trustee Account Bank

  

  ING Bank N.V.

  	
   

  	
  

  

  HE 03.03

  De Amsterdamse Poort

  Bijlmerplein 888

  P.O. Box 1800

  1000 BV Amsterdam

  The Netherlands

  	
   

  	
  

  

  +31 20 576 8782

  	
   

  	
  

  

  Syndicated Loans Agency

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bluewater Agent

  

  Bluewater Energy Services B.V.

  	
   

  	
  

  

  Marsstraat 33

  2132 HR Hoofddorp

  	
   

  	
  

  

  +31 23 55 42 112

  	
   

  	
  

  

  Kees Voormolen

  



 



 38
 









EXECUTION
PAGE - DPP


	
  Arranger

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  ING
  BANK N.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly authorised
  attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  Facility
  Agent

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  ING
  BANK N.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  Security
  Trustee

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  ING
  BANK N.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  Banks

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  ING
  BANK N.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  



 



 39
 









 


	
  Security Trustee Account Bank

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  ING
  BANK N.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  



 



 40















 


	
  Bluewater Agent

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  ENERGY SERVICES B.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  Borrowers

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  HOLDING B.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  ENERGY SERVICES B.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  (AOKA MIZU) N.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  Guarantors

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  AURELIA
  ENERGY N.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  



 



 41
 









 


	
  EXECUTED as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  ENERGY N.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  



 



 42
 









 


	
  EXECUTED as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  OFFSHORE PRODUCTION

  	
  )

  
	
  SYSTEMS
  LIMITED

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  FLOATING PRODUCTION B.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  (BLEO HOLM) N.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on behalf
  of

  	
  )

  
	
  BLUEWATER
  (GLAS DOWR) N.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  (HAEWENE BRIM) N.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  



 



 43
 









 


	
  EXECUTED as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  (MUNIN) N.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  



 



 44
 









 


	
  EXECUTED as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  OFFSHORE PRODUCTION

  	
  )

  
	
  SYSTEMS
  N.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  INTERNATIONAL B.V.

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  LUFENG
  DEVELOPMENT COMPANY ANS

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  SERVICES (UK) LIMITED

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  ETTRICK PRODUCTION (UK)LIMITED)

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  



 



 45
 









 


	
  EXECUTED as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  (FLOATING PRODUCTION) LIMITED )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  



 



 46
 









 


	
  EXECUTED as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  OPERATIONS (UK) LIMITED

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  BLUEWATER
  (UK) LIMITED

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  PIERCE
  PRODUCTION COMPANY LIMITED

  	
  )

  
	
  by

  	
  )

  
	
  its duly
  authorised attorney-in-fact

  	
  )

  
	
  in the presence
  of:

  	
  )

  



 



 47