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Bluewater Holding B.V.

Securities Note

FRN Bluewater Holding B.V. Unsecured Callable Bond Issue 2007/2014

ISIN NO 001 037848.2

Manager

Oslo, September 2, 2008

Bluewater Holding B. V. Securities Note of September 2, 2008

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Table of Contents

1. Risk factors .............................................................................................................................. 3

2. Statements ................................................................................................................................ 4

3. Information concerning the securities to be admitted to trading ....................................... 5

4. Key information......................................................................................................................13

5. Admission to trading and dealing arrangements ................................................................14

6. Additional information ..........................................................................................................15

7. Nature of the guarantee .........................................................................................................16

8. Scope of the guarantee ...........................................................................................................18

9. Information to be disclosed about the guarantor ................................................................21

10. Document on display ..............................................................................................................22

Definitions ............................................................................................................................................23

Appendices...........................................................................................................................................25


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1. Risk factors Readers of this Securities Note should carefully consider all of the information contained herein and in particular the following factors, which may affect some or all of the Group’s activities or the Bonds. This list is not exhaustive. The actual results of the Group could differ materially from those anticipated in the forward looking statements as a result of many factors, including the risks described below and elsewhere in this Securities Note. Investing in Bluewater Holding B.V. (Bluewater Holding) must be considered a risk investment. Investors should make adequate independent investigations before investing in the company. Prospective investors should carefully consider the following risk factors, in addition to the other information presented in this Securities Note before making an investment decision. The risks discussed below are not the only risks that may affect the company’s business or the value of the company’s Bonds. Additional risks not presently known to the company or risks that the company currently considers being immaterial may also impair the company’s business operations and prospects. If any of the following risks occur, this could have a material adverse effect on the financial position of the company and potential investors could lose the entire value of their investment in the company’s securities. Liquidity risk

No market-maker agreement has been made in connection with this bond loan, which may represent a liquidity risk for the investor.

Interest rate risk

The bond loan carries a floating rate note, with an interest rate period of 3 months, so the rate will be adjusted with the market rates on a quarterly basis.

Market risk

The price on the bonds will depend on circumstances related to Bluewater, and in the oil and offshore (mainly FPSO) industry in general. The price will also depend on general fluctuation in the industrial bond market.


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2. Statements Responsibility statement by persons responsible This Securities Note has been reviewed by Bluewater Holding. And we confirm that, taken all reasonable care to ensure that such is the case, the information contained in the Securities Note document is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.

Amsterdam (Netherlands), September 2, 2008

Bluewater Holding B.V. Marsstraat 33

Hoofddorp 2132 HR The Netherlands

Statement from the Manager – Pareto Securities AS

Pareto Securities AS has acted as Manager for the Bond Issue, and has prepared this Securities Note at the request of, and in co-operation with, the Board and the management of Bluewater Holding (the Company). Our assistance with regard to the preparation of the Securities Note has been based on (i) publicly available information, and (ii) discussions with the Board and the management of Bluewater Holding who have also reviewed the Securities Note and verified the accuracy and completeness of the Securities Note. Based upon such information, the Manager has endeavoured to assist the Company to provide an as accurate and complete presentation of the Company as possible. However, no financial or legal due diligence has been performed in connection with the Bond Issue. On the basis of the above, the Manager expressly disclaims any legal or financial liability for the completeness or accuracy of this Securities Note. The Manager does not, however, make any representation, warranty or undertakings, expressed or implied, and accepts no responsibility or liability as to the accuracy or the completeness of the information contained in this Securities Note or any other information supplied in connection with the listing of the Bond Issue. Nor can the Manager accept any legal or financial liability in relation to the information in this Securities Note or any other information supplied in connection with the listing of the Bond Issue.

Oslo, September 2, 2008

Pareto Securities AS


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3. Information concerning the securities to be admitted to trading ISIN Number: NO 001 0378482

Issuer: Bluewater Holding B.V. (Bluewater Holding or Bluewater) Dutch Company No 34130587

Security type: Bond loan with floating rate note Currency: USD Loan Amount: USD 360,000,000, hereby referred to as “the Loan” Coupon rate: 3-month Libor + 3.00 % p.a. Libor: 3-month Libor Margin: 3.00 % Issue price: 100.00 (par) Disbursement date: 1 August, 2007

Maturity date: 17 July, 2014

If the Maturity Date is not a Banking Day, the Maturity Date shall be postponed to the next Banking Day. However, if this day falls in the following calendar month, the Maturity Date is moved to the first Banking Day preceding the original date.

First Interest Payment Date: 17 October, 2007 (77 days after Disbursement Date) Interest Payment Date: 17 January, 17 April, 17 July and 17 October each year.

If the Interest Payment Date is not a Banking Day, the Interest Payment Date shall be postponed to the next Banking Day. However, if this day falls in the following calendar month, the Interest Payment Date is moved to the first Banking Day preceding the original date.

Last Interest Payment Date: 17 July, 2014 (approx. 7 years after Disbursement Date) Interest bearing from: Disbursement Date Interest bearing to Maturity Date and including: Interest Payments: Interest accrues from and including Disbursement Date based on

LIBOR plus 3.00 percentage points. The interest rate is set on the first Interest Determination Date. Should LIBOR not be available, the interest rate will be set based on LIBOR Reference Banks plus 3.00 percentage points.

The interest rate is reset in accordance with Clause 9.2 of the Loan

Agreement. (“Clause” will hereafter refer to said clause in the Loan Agreement).


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The interest is paid in arrears on each Interest Payment Date, the first Interest Payment date falling in October 2007.

Late Payment of Interest: In the event that payment of interest or principal is not made on the

relevant Payment Date, the amount outstanding shall bear interest from the Payment Date at an interest rate equivalent to the interest rate according to Clause 9 plus 5.00 percentage points.

The outstanding amounts shall bear interest as mentioned above until payment is made, whether or not the Loan is declared to be in default pursuant to Clause 15.1 (a), cf. Clauses 15.2 - 15.4.

Date of Interest Adjustment: Interest Payment Day Interest Determination Date: 30 July 2007 and thereafter two Banking Days prior to each Interest

Payment Date Interest Determination: The interest rate on the Loan is reset with effect from each Interest

Payment Date. The new interest rate is reset on the Interest Determination Date based on LIBOR plus the Margin. Should LIBOR not be available, the interest rate will be reset based on LIBOR Reference Banks plus the Margin. When the interest is set for the first time and on subsequent interest rate resets, the next Interest Payment Date and the actual number of calendar days up to that date must be notified to the Bondholders in writing via the Securities Depository. This communication must also include the interest rate applicable up to the next Interest Payment Date. The Loan Trustee and, if the Loan is listed, the Exchange shall be notified of the new interest rate immediately. In the event that the interest rate is fixed in accordance with quotes from LIBOR Reference Banks, the Issuer or Bondholders representing at least 1/10th of the Outstanding Loan may appeal against the interest rate fixing. Such an appeal must be presented in writing to the Loan Trustee within 20 Banking Days of the Bondholders being informed of the interest rate fixing. The appeal will be dealt with by a committee comprising three members, of which one representative is nominated by the Issuer, one representative is nominated by the Loan Trustee and a chairman agreed by the representatives of the two parties. If the parties cannot agree on a chairman, this person will be nominated by the Chief Justice of the Oslo City Court. The decision of the committee is final. Bondholders and the Exchange (if applicable) shall receive written notice from the Securities Depository that an appeal has been made against the procedure for fixing the interest rate in accordance with Clause 9.3.

The interest is calculated on the basis of the actual number of elapsed calendar days from and including the Disbursement date to the following Interest Payment Date, and subsequently from each interest fixing date to the next or the maturity date. The number of days is divided by 360.

LIBOR – definition: The interest rate rounded off to five decimal places for a 3 - three - months period that is quoted on Reuters Screen LIBOR01 page at or about 11.00 a.m. London time on the Interest Determination Date.

Should the contents of the Reuters Screen LIBOR01 page be


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changed such that, in the reasonable opinion of the Loan Trustee, the interest rates shown no longer represent the same kind of interest rates as when the Loan was disbursed, or the relevant page is removed from the Reuters Screen, another news page shall be used. This page may be another Reuters Screen’s page or, possibly, that of another electronic news agency, if it, in the opinion of the Loan Trustee, specifies the same kind of interest rates as Reuters Screen LIBOR01 page did on the disbursement of the loan. Any disagreement of opinion between the Issuer and the Loan Trustee concerning the use of a new page must be treated as described in Clause 9.3 of the Loan Agreement.

LIBOR –reference banks: Interest rate determined on the basis of the interest on deposits in

U.S. Dollars in the inter-bank market in London, quoted by four large authorised exchange banks in the London market at approximately 11.00 a.m. London time on the Interest Determination Date in London, for a 3 - three - months period, starting on the Interest Payment Date and applicable to a comparable amount. The Loan Trustee will ask the head office of each of the banks for a quotation on such interest. If two or more quotations are given, the interest rate will be set at the arithmetic mean of the quotations. If less than two quotations are given, the interest rate will be set to the arithmetic mean of the rates that banks selected by the Loan Trustee quote at approximately 11.00 a.m. London time on the Interest Determination Date for deposits in U.S. Dollars to leading European banks for a 3 - three - months period starting on the Interest Payment Date and applicable to a comparable amount. An interest rate determined by calculation of the arithmetic mean shall be rounded off to two decimal places.

Status of the loan: The Loan shall rank pari passu with all other senior obligations of

the Issuer, other than obligations which are mandatory preferred by law, with the exemption that the Loan will be subordinated to

(i) the Revolving Credit Facility as provided for in Inter

Creditor Agreement; (ii) Future Secured Debt to the Group to the extent provided

for in inter creditor agreements acceptable to the Loan Trustee, excluding non-recourse debt; and

(iii) unsecured existing and future guarantee obligations in relation to any guarantee facility and/or hedging arrangements provided for the account of the Issuer in its ordinary course of business.

The Loan shall rank above other subordinated capital (including the loan from Marenco Investments Ltd, which shall mature after the Maturity Date).

Covenants and Special Issues:

Guarantee: An unconditional “on first demand” guarantee to become due upon the default of the principal debtor (Norwegian “selvskyldnerkausjon”) related to the Issuer’s obligations according to the Loan Agreement) to be issued by the Guarantor in favour of the Loan Trustee (on behalf of the Bondholders) in the amount of USD 360,000,000 (plus accrued interest and expenses).

The Guarantee shall be subordinated to the guarantee given by the Guarantor to the Revolving Credit Facility and any guarantee given by the Guarantor to Future Secured Debt. The subordination of the Guarantee is regulated in the Intercreditor Agreement. The


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Guarantee will be subordinated to unsecured existing and future guarantees provided by the Guarantor for the Issuers ordinary course of business. The Guarantee shall be a general unsecured obligation of the Guarantor and shall rank at least pari passu with all unsecured and non-subordinated obligations of the Guarantor, other than obligations which are mandatory preferred by law. The Guarantee shall rank ahead of subordinated capital (including the loan from Marenco Investments Ltd which shall mature after the maturity date of the Bonds).

Guarantor: Aurelia Energy N.V., a company registered in Curaçao under

Netherlands Antilles law, with company no 65489.

Security: The obligations of the Issuer or the Guarantor under the Loan Agreement will not be secured by any mortgage, pledge or other security.

Maximum dividend clause: The Guarantor, shall not, during the term of the Bond Issue, make

any dividend payment, repurchase of shares, or make similar transactions with its shareholders, or make other distributions to its shareholders that constitutes more than, on a consolidated basis, 50% of the Guarantor’s net profit after taxes for the previous financial year, also adjusted for profit gains from asset disposals of FPSOs. For the avoidance of doubt, any positive un-utilized portion of the permitted dividend pursuant to the above may be carried forward and be distributed in any subsequent calendar year.

The Issuer shall within 90 days after each annual result report

consolidated figures to the Loan Trustee. Such report shall include audited financials and accounts in accordance with accounting principles approved by the Loan Trustee with profit and loss statement, balance sheet and cash flow statement.

Additional Debt: The Issuer shall not raise any additional financial indebtedness (debt

incurrence) as long as the Adjusted Net Debt, pro-forma for and after the issuance of such financial indebtedness, is equal or higher than; (i) 67.00% of the Aggregate Fair Market Value of all

Completed FPSOs during year 1 of the Bond Issue, (ii) 67.00% of the Aggregate Fair Market Value of all

Completed FPSOs during year 2 of the Bond Issue, (iii) 67.00% of the Aggregate Fair Market Value of all

Completed FPSOs during year 3 of the Bond Issue, (iv) 67.00% of the Aggregate Fair Market Value of all

Completed FPSOs during year 4 of the Bond Issue, (v) 63.00% of the Aggregate Fair Market Value of all

Completed FPSOs during year 5 of the Bond Issue, (vi) 63.00% of the Aggregate Fair Market Value of all

Completed FPSOs during year 6 of the Bond Issue and (vii) 63.00% of the Aggregate Fair Market Value of all

Completed FPSOs during year 7 of the Bond Issue,

Information covenant: The Guarantor shall, within 60 days after each quarterly result and within 90 days after each annual result, report consolidated figures to the Loan Trustee. Such report shall include financials with profit and loss statement, balance sheet and cash flow statement. For the


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annual results the report shall in addition include audited financials and accounts in accordance with accounting principles approved by the Loan Trustee.

Special Issues: The Issuer and the Guarantor shall not without the approval of the

Loan Trustee or, where necessary, the Bondholders' meeting: a) cease to carry on its business. b) sell or dispose of all or a substantial part of its operations, change

the nature of its business or merge, demerge or in any other way restructure its business in a manner which might jeopardize the Issuers fulfillment of its obligations under the Loan Agreement.

c) the Issuer and the Guarantor shall not engage in, or permit any member of the Group to engage in, directly or indirectly, any transaction with any party (without limitation, the purchase, sale or exchange of assets or the rendering of any service), except in the ordinary course of business and pursuant to the reasonable requirement of the Issuer's or such member of the Group's business and upon fair and reasonable terms that are no less favorable to the Issuer or such member of the Group, as the case may be, than those which might be obtained in an arm's length transaction at the time.

Issuer’s Call Option: The Issuer may redeem parts of the Loan or the entire Loan as

follows (Call Option): (i) At any time from the Interest Payment Date 3 years after

Disbursement Date to, but not included the Interest Payment Date 4 years after Disbursement Date at 104.0% of par plus accrued interests on redeemed amount;

(ii) At any time from the Interest Payment Date 4 years after Disbursement Date to, but not included the Interest Payment Date 5 years after Disbursement Date at 103.0% of par plus accrued interests on redeemed amount;

(iii) At any time from the Interest Payment Date 5 years after Disbursement Date to, but not included the Interest Payment Date 6 years after Disbursement Date at 102.0% of par plus accrued interests on redeemed amount;

(iv) At any time from the Interest Payment Date 6 years after Disbursement Date to the Maturity Date at 101.0% of par plus accrued interest on redeemed amount.

Should the Issuer exercise its Call Option, the Loan Trustee and the Bondholders must be informed of this (the Bondholders in writing via VPS) no later than 30 - thirty - Banking Days before the date of redemption.

Partial redemption of the Loan must be carried out by drawing of lots between the Bonds (by a full repayment of individual Bonds, allocated randomly between the Bonds).

Bonds redeemed by the Issuer in accordance with this clause shall be discharged against the Remaining Loan

Put Option: Upon a Change of Control Event, each Bondholder shall have a right of pre-payment (a “Put Option”) of the bonds at a price of 101 % of par plus accrued interest.

The Put Option must be exercised within two months after the Issuer has given notification as set out in Clause 13.1 (h).


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The Put Option may be exercised by the Bondholders by giving written notice of the request to the Bondholder’s VPS account manager. The Bondholder’s VPS account manager shall notify the paying agent of the Loan (the “Paying Agent”) of the pre-payment request. The Put Date shall be fifteen – 15 – Banking Days following the date when the Paying Agent received the repayment request.

Amortization: The Loan will run without instalments and mature in whole on the

Maturity Date at par (100%). Nominal Value: The Bonds will have a nominal value of USD 100,000. Minimum

subscription and allotment is USD 100,000. Yield: Current yield is 5.78938 % (for the period 17 July 2008 to 17

October 2008). Legislation under which the Securities have been created: Norwegian law Securities register: The Bonds are electronically registered in book-entry form with the

Norwegian Central Securities Depository (VPS), 0051 Oslo, Norway. Principal and interest accrued will be credited the Bondholders through VPS.

Registration with VPS: The Bonds are registered with the VPS under the International

Securities Identification Number (ISIN): NO 001 0378482

The VPS registrar is DnB NOR Bank ASA, Registrars Department, 0021 Oslo, Norway

Loan Trustee: Norsk Tillitsmann ASA, PB 1470 Vika, 0116 Oslo, Norway

Approvals: The Bonds have been issued in accordance with the Issuer’s Board

approval dated 6 July 2007

Issue date: 1 August 2007

Paying procedures: By the Paying Agent through the VPS

Calculation Agent: Norsk Tillitsmann ASA, PB 1470 Vika. 0116 Oslo, Norway

Limitation: Claims for interest and principal shall be limited in time pursuant to the Norwegian Act relating to the Limitation Period for Claims of May 18, 1979 nr. 18

Market making: There is no market making agreement entered into in connection with the Loan.

Loan Agreement: The Loan Agreement has been entered into between the Issuer and

the Loan Trustee acting as the Bondholders’ representative. The Loan Agreement regulates the Bondholder’s rights and obligations with respect to the Loan. The Loan Trustee enters into this agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Loan Agreement.


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The Loan Agreement is available to anyone and may be obtained from the Loan Trustee or the Issuer. The Issuer shall ensure that the Loan Agreement is available to the general public throughout the entire term of the Loan and that such availability is recorded in the VPS particulars relating to the Loan.

Fees and expenses / Taxation: The Issuer shall pay an annual fee to the Loan Trustee, the amount of which is set out in a separate agreement between the Issuer and the Loan Trustee.

The Issuer shall cover all expenses in connection with the Loan (and any security for the Loan), such as preparation of the Loan Agreement (and any security for the Loan), listing of the Loan on the Exchange (if applicable) and registration and administration of the Loan in the Securities Depository in accordance with the agreement between the Issuer and the Securities Depository.

The Issuer shall cover any document fee and other public fees in connection with the Loan (and any security for the Loan). Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation.

The Issuer is responsible for withholding any withholding tax imposed by Norwegian law.

In addition to the fee of the Loan Trustee pursuant to Clause 14.1 and normal expenses pursuant to Clauses 14.2 and 14.3, the Issuer shall on demand cover reasonable extraordinary expenses incurred by the Loan Trustee in connection with the Loan, as determined in separate agreement between the Issuer and the Loan Trustee. See however Clause 19.2.

Bondholders’ meeting: A Bondholders' meeting shall be held at the request of:

(a) the Issuer or the Guarantor, (b) Bondholders representing at least 1/10 of Outstanding

Loan or (c) the Exchange - if the Loan is listed - or (d) the Loan Trustee. A request of a Bondholders' meeting shall be made in writing and clearly state the matters to be discussed and the provisions of the Loan Agreement on which the request is based. The request shall be sent to the Loan Trustee.

The authority of the Bondholders’ meeting is described in Clause 16.

At the Bondholders' meeting each Bondholder has one vote for each Bond he owns. The notification of the number of Bonds in the Loan (print-out) which was sent to each Bondholder through the Securities Depository in the summons to the meeting, see Clause 17.3, serves as proof of ownership of the Bonds and of each owner's right to vote. In the event that Bonds have been transferred after the print-out was made, the new Bondholder must bring to the meeting the original summons and the print-out, endorsed so as to document the transfer.

The Issuer’s Bonds do not give the right to vote and are not taken into account when determining the number of voting Bonds.


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In case of doubt, the Bondholders' meeting decides which Bondholders can vote and how many votes each one has.

In order for the Bondholders' meeting to be able to make valid decisions, Bondholders representing at least 5/10 of the Outstanding Loan must be represented, see however Clause18.

Valid decisions may be made by a simple majority, see however Clause 17.8. In the event that less than 5/10 of the Outstanding Loan are represented, a valid decision may not be made at the first Bondholders' meeting at which the matter is discussed. After a new meeting has been summoned and the matter discussed a second time, a valid decision may be made pursuant to the voting rules set forth above; this also applies to cases in which less than 5/10 of the Outstanding Loan are represented.


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4. Key information The involved persons in Bluewater Holding have no interests, nor any conflicting interests, that are material to the Bond Issue.


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5. Admission to trading and dealing arrangements

Listing of the Bonds: An application will be made for the Bonds to be listed on the Oslo Exchange, Oslo Børs. No representation or warranty in respect of the outcome of the application or time of listing is made.

The prospectus will be published in Norway.

Eligible purchasers: No subscription will be accepted from any investor located in

Canada, Japan or the United States. The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Bonds will not be offered or sold within the United States, or to or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)). In the Subscription Agreement that each investor will be required to execute, the Subscriber will be required to represent and warrant to the Manager, the Issuer and the Guarantor that, among other things, (I) it is not within the United States and (II) it is not, nor is it purchasing Bonds on behalf of, a U.S. person (as defined in Regulation S).

Transfer restrictions: The Bonds may not be reoffered or resold in the United States or to

a U.S. person unless the Bonds are registered under the Securities Act or an exemption from registration requirement under the Securities Act is available.

The Bonds may not, subject to applicable Canadian laws, be traded in Canada for a period of four months and a day from the date the Bonds were originally issued.

Issuer’s ownership of Bonds: The Issuer has the right to acquire and own Issuer’s Bonds. Issuer’s

Bonds may at the Issuer's discretion be retained by the Issuer, sold or used for partial redemption of the Remaining Loan.

Listing Fee: Annual listing fee for the Bond Issue is NOK 42,000. Prospectus fee

for the Bond Issue is NOK 50,000.

Manager(s): Manager for the Bond Issue is Pareto Securities AS, P.O. Box 1411 Vika, 0115 Oslo, Norway.

Paying Agent: DnB NOR Bank ASA, Stranden 21, Oslo

Postal address: 0021 Oslo, Norway


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6. Additional information

Neither Bluewater Holding nor the Bond Loan has an official rating. Bluewater Holding has mandated Pareto Securities AS as Manager for the Bond Issue. The Manager has acted as advisor to find the right price to get the Bond Loan fully subscribed.

Purpose of the Financing: The net proceeds of the Bond Issue shall be used for refinancing the

existing senior notes (ISIN US09623YAB92) due in February 2012 and secondly for general corporate purposes.


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7. Nature of the guarantee

Bond Loan: FRN (3-month Libor + 3 %) USD 360,000,000

Unsecured Callable Bond Issue, 2007/2014 ISIN Number: NO 001 0378482

Issuer: Bluewater Holding B.V. (Bluewater Holding or Bluewater)

Dutch Company No 34130587 Guarantor: Aurelia Energy N.V., a company registered in Curaçao under Netherlands Antilles

law, with company no 65489. The parent company and 100 % owner of Bluewater Holding.

Security: The obligations of the Issuer or the Guarantor under the Loan Agreement will not be secured by any mortgage, pledge or other security.

Status of the Guarantee:

An unconditional “on first demand” guarantee to become due upon the default of the principal debtor (Norwegian “selvskyldnerkausjon”) related to the Issuer’s obligations according to the Loan Agreement to be issued by the Guarantor in favour of the Loan Trustee (on behalf of the Bondholders) in the amount of USD 360,000,000 (plus accrued interest and expenses).

The Guarantee shall be subordinated to the guarantee given by the Guarantor to the Revolving Credit Facility and any guarantee given by the Guarantor to Future Secured Debt. The subordination of the Guarantee is regulated in the Intercreditor Agreement. The Guarantee will be subordinated to unsecured existing and future guarantees provided by the Guarantor for the Issuers ordinary course of business.

The loan including interest and expenses shall be secured by the Guarantee. The Guarantee shall be a general unsecured obligation of the Guarantor and shall rank pari passu with all unsecured and non-subordinated obligations of the Guarantor, other than obligations which are mandatory preferred by law, with the exemption that the Guarantee shall be subordinated to

(i) Any guarantee given or to be given by the Guarantor in

respect of the Revolving Credit Facility as provided for in the Inter Creditor Agreement;

(ii) Any guarantee given or to be given by the Guarantor in

respect of any Future Secured Debt to the extent provided for in an inter creditor agreement acceptable to the Loan Trustee; and

(iii) unsecured existing and future guarantee obligations in

relation to any guarantee facility and/or hedging arrangements provided for the account of the Issuer in its ordinary course of business.

The Guarantee shall rank above other subordinated capital (including the loan from Marenco Investments Ltd, which shall mature after the Maturity Date, and any guarantees related thereto).


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Upon receipt by the Loan Trustee of a written notification from either (i) the Issuer or (ii) the Guarantor (as the case may be), the Loan Trustee shall upon having received such documentary evidence as it shall reasonably require to establish to its satisfaction that a claim falls within Status of the Loan (ii) or (iii) or Status of the Guarantee (ii) or (iii), be authorised and empowered and directed to

(A) with respect to claims falling within clauses Status of the Loan

(ii) and Status of the Guarantee (ii), enter into an intercreditor agreement with the creditor(s) of such claim, or

(B) with respect to claims falling within clauses Status of the Loan.

(ii) or Status of the Guarantee (iii), issue a Subordination Letter to the creditor(s) of such claim(s), provided the Loan Trustee finds the intercreditor agreement or Subordination Letter acceptable and in accordance with the Loan Agreement.

Provided that the creditor(s) of such other claim(s) has accepted and signed the intercreditor agreement or countersigned the Subordination Letter, the claims of such other creditor shall rank ahead of the Loan to the extent provided for in the intercreditor agreement or Subordination Letter (as the case may be).


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8. Scope of the guarantee

Finance Documents: Constitutes the Loan Agreement, the Guarantee and Indemnity and any other document designated as such by the Loan Trustee and the Issuer in connection with the Loan Agreement.

(Bond) Loan Agreement: Agreement regarding the Bond Issue ISIN NO 001 0378482 entered

into by the Loan Trustee and the Issuer The Guarantee and Indemnity: Agreement entered into by the Loan Trustee and the Guarantor Default Rate: Interest at the rate calculated in accordance with Clause 11.1 of the

Bond Loan Agreement Encumbrance: Mortgage, charge, assignment, pledge, lien or other security interest

securing any obligation of any person or any other agreement or arrangement having a similar effect.

Facility Period: The period beginning on the date of the Bond Loan Agreement and

ending on the date when the whole of the Indebtedness has been paid in full and the Issuer have ceased to be under any further actual or contingent liability under or in connection with any of the Finance Documents.

Indebtedness: The aggregate from time to time of the amount of the Bond Loan

outstanding and unpaid; all other sums of any nature (together with all accrued and unpaid interest on any of those sums) payable by the Issuer to the Loan Trustee under the Finance Documents; and any damages or other sums payable as a result of any of the obligations of the Issuer under or pursuant to any of the Finance Documents being disclaimed by a liquidator or any other person.

Guarantor’s Liabilities: All the liabilities and obligations of the Guarantor to the Loan Trustee

under or pursuant to the Guarantee and Indemnity, from time to time, whether in respect of principal, interest, costs or otherwise and whether present, future, actual or contingent.

Terms and conditions of the guarantee The Guarantor irrevocably and unconditionally guarantees, as for its own debt but subject to the clause presented two paragraphs below, the due and punctual payment for all of the Indebtedness so that, if any of the Indebtedness is not paid when due and payable, whether on maturity or otherwise, the Guarantor will, on the Loan Trustee’s first written demand, pay all such due and payable Indebtedness to the Loan Trustee in the manner specified by the Loan Trustee, together with interest at the Default Rate on the amount payable by the Guarantor from the date of demand until the date of payment, both before and after judgment. The Guarantor agrees, as a separate and independent obligation, that, if any of the amount owed under paragraph above is not recoverable from the Guarantor for any reason, the Guarantor will be liable as a principal debtor by way of indemnity for the same amount as that for which the Guarantor would have been liable had that Indebtedness been recoverable, and agrees to discharge its liability under this paragraph by making payment to the Loan Trustee on demand together with interest at the Default Rate on the amount demanded from the date of demand until the date of payment, both before and after judgment. The aggregate principal amount guaranteed and/or (as the case may be) secured by the Guarantor hereunder is limited to USD 360,000,000 plus all unpaid interest and default interest on the said amount (“Guarantee Amount”) , provided, however, that the Guarantee Amount shall never exceed the Outstanding Loan.


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The Guarantee Amount shall be reduced by any payments made by the Guarantor to the Loan Trustee pursuant to a demand from the Loan Trustee in respect of the Indebtedness. Covenants The Guarantor will observe and perform any and all covenants and undertakings in the Bond Loan Agreement whose observance and performance by the Guarantor the Issuer has undertaken to procure. The Guarantor shall pay to the Loan Trustee on first written demand on al full indemnity basis all costs and expenses incurred by the Loan Trustee in or about or incidental to the exercise by it of its rights under this Guarantee and Indemnity, together with interest at the Default Rate on the amount demanded from the date of demand until the date of payment, both before and after judgment. The Guarantor has not taken, and will not take without the prior written consent of the Loan Trustee (and then only on such terms and subject to such conditions as the Loan Trustee may impose), any security from the Issuer in connection with this Guarantee and Indemnity. Any security taken by the Guarantor notwithstanding this Clause shall be held by the Guarantor on behalf of the Loan Trustee absolutely as a continuing security for the Guarantor’s liabilities. The Guarantor shall not without the approval of the Loan Trustee: (1) cease to carry on its business or (2) sell or dispose of all or a substantial part of its operations or change the nature of its business in a way that materially and adversely affects the Guarantor’s ability to perform its obligations hereunder. The Guarantor shall within reasonable time limit provide such information about the Guarantor’s financial condition as the Loan Trustee may reasonably request. If, at any time, any provision of this Guarantee and Indemnity is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. The Guarantor’s duties and obligation under the Guarantee and Indemnity cannot be assigned or otherwise transferred to any other person. For more definitions, see Definitions in Loan Agreement or Securities Note. Fore more information, see Guarantee and Indemnity.


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More covenants: Information covenant: The Guarantor shall, within 60 days after each quarterly result and within 90

days after each annual result, report consolidated figures to the Loan Trustee. Such report shall include financials with profit and loss statement, balance sheet and cash flow statement. For the annual results the report shall in addition include audited financials and accounts in accordance with accounting principles approved by the Loan Trustee.

Special Issues: The Issuer and the Guarantor shall not without the approval of the Loan

Trustee or, where necessary, the Bondholders' meeting: a) cease to carry on its business. b) sell or dispose of all or a substantial part of its operations, change the nature of its business or merge, demerge or in any other way restructure its business in a manner which might jeopardize the Issuers fulfillment of its obligations under the Loan Agreement. c) the Issuer and the Guarantor shall not engage in, or permit any member of the Group to engage in, directly or indirectly, any transaction with any party (without limitation, the purchase, sale or exchange of assets or the rendering of any service), except in the ordinary course of business and pursuant to the reasonable requirement of the Issuer's or such member of the Group's business and upon fair and reasonable terms that are no less favorable to the Issuer or such member of the Group, as the case may be, than those which might be obtained in an arm's length transaction at the time.

Maximum dividend

clause: The Guarantor, shall not, during the term of the Bond Issue, make any dividend payment, repurchase of shares, or make similar transactions with its shareholders, or make other distributions to its shareholders that constitutes more than, on a consolidated basis, 50% of the Guarantor’s net profit after taxes for the previous financial year, also adjusted for profit gains from asset disposals of FPSOs. For the avoidance of doubt, any positive un-utilized portion of the permitted dividend pursuant to the above may be carried forward and be distributed in any subsequent calendar year.

The Issuer shall within 90 days after each annual result report consolidated figures to the Loan Trustee. Such report shall include audited financials and accounts in accordance with accounting principles approved by the Loan Trustee with profit and loss statement, balance sheet and cash flow statement.


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9. Information to be disclosed about the guarantor For information regarding the Guarantor and its business and financial information, please see the registration document.


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10. Document on display The Prospectus will be available on www.oslobors.no, or upon request to the Issuer and the Manager. The Loan Agreement is published on www.stamdata.no or upon request to the Manager and Loan Trustee.


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Definitions Whenever used in this document the following terms shall have the following meaning: Bond Issue: The issuance of the Bonds Bonds / Loan: The bonds issued by Bluewater Holding Bondholders: The holders of the Bonds. Issuer's Bonds: Bonds in the Remaining Loan, owned by the Issuer or any party over whom the

Issuer has decisive influence or any party who has decisive influence over the Issuer.

Group The Issuer and its subsidiaries Bluewater Holding Bluewater Holding B. V. Guarantor Aurelia Energy N.V., a company registered in Curacao under Netherlands

Antilles law, with company no. 65489 Guarantee: An unconditional “on first demand” guarantee to become due upon the default

of the principal debtor (Norwegian “selvskyldnerkausjon”) related to the Issuer’s obligations according to the Loan Agreement) to be issued by the Guarantor in favour of the Loan Trustee (on behalf of the Bondholders) in the amount of USD 360,000,000 (plus accrued interest and expenses).

Loan Trustee: Norsk Tillitsmann ASA, PB 1470 Vika, 0116 Oslo, Norway

Security Trustee: ING Bank N.V. in its capacity as security trustee under the Revolving Credit Facility (as defined above) or its assignee or successor in title.

Inter Creditor Agreement:

The inter creditor agreement, attached to the Loan Agreement as Exhibit I, entered into between the Issuer, the Guarantor, the Loan Trustee and the Security Trustee.

Subordination Letter: Means a letter substantially in the form attached to the Loan Agreement as Exhibit II, a letter dated July 25 2007 signed by the Loan Trustee and the Security Trustee.

Revolving Credit Facility:

The USD 850,000,000 Revolving Credit Facility Agreement dated 29 June 2006, as amended and restated by an Amendment and Restatement No 1 dated 1 September 2006 (as further amended and restated from time to time) among the Issuer and certain other companies within the Group as borrowers and the banks and financial institutions named therein as Senior Lenders (as defined below) and including for the avoidance of doubt any hedging obligations created in relation to the Revolving Credit Facility.

Senior Lenders The creditors (from time to time) under the Revolving Credit Facility Finance Documents: Means (i) the Loan Agreement, (ii) the Inter Creditor Agreement, (iii) the fee

agreement according to Clause 14.1, (iv) any inter-creditor agreement or Subordination Letter entered into or to be entered into and (v) any documents executed in relation to the granting of the Guarantee, and (v) any other document (whether creating a security interest or not) which is executed at any time by the Issuer in relation to any amount payable under the Loan Agreement or any of the other documents referred to in this definition

Clause X.X Clause in the Loan Agreement Loan Agreement The loan agreement for ISIN NO 001 0378482 Adjusted Net Debt: The total financial indebtedness, including Future Secured Debt (if applicable

per this definition), related to all Completed FPSOs (plus any additions) at any point in time plus this Loan plus any future additional financial indebtedness (for the avoidance of doubt there shall be no double counting) less cash and cash equivalents (all numbers on a consolidated basis for the Guarantor). For further explication, see Loan Agreement

Aggregate Fair Market Value:

The fair market values of each of the Completed FPSOs (plus any additions), determined by Kennedy Marr and Platou. The fair market value of any FPSO shall be deemed to be the average of the valuations most recently produced in relation to that FPSO. The Aggregate Fair Market Value shall be determined on an annual basis, or more frequent should the Issuer wish to provide updated


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valuations. FPSO Floating Production Storage & Offloading unit Completed FPSOs: Shall mean any FPSO (Floating Production Storage and Offloading) unit

converted and delivered to, or purchased by, a company within the Group Change of Control Event: Means that a shareholder or a group of affiliated shareholders, or companies,

(direct or indirect), ref Norwegian Securities Trading Act § 1-4, other than Hugo Heerema and/or beneficial members of his family or an entity controlled by Hugo Heerema and/or beneficiary members of his family, obtain (including purchase, merger etc.) ownership or control of more than 50 – fifty – per cent of the share capital of the Guarantor.

Future Secured Debt Any future senior secured debt which may be taken up by any company of the Group after the date of this Agreement limited to bank debt or similar debt instrument in connection with the financing of new FPSO construction projects or acquisitions of FPSOs that are on contract; and for which such company has provided security in the form of, inter alia, a mortgage in an FPSO.

Escrow Account: Account pledged on first priority and blocked in favor of the Loan Trustee (on behalf of the Bondholders), where the bank operating the account has waived any set-off rights.

Exchange: Securities exchange or other reputable market place for securities having satisfactory requirements as to listing and trading, where the Loan is listed or applied for listing.

Banking Day: Any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in Oslo, London, Amsterdam and New York.

Interest Payment Date: 17 January, 17 April, 17 July and 17 October each year. If the Interest Payment Date is not a Banking Day, the Interest Payment Date shall be postponed to the next Banking Day. However, if this day falls in the following calendar month, the Interest Payment Date is moved to the first Banking Day preceding the original date

Interest Determination Date: 30 July 2007 and thereafter two Banking Days prior to each Interest Payment Date

Outstanding Loan: Remaining Loan less Issuer’s Bonds. Remaining Loan: The aggregate principal amount of all bonds outstanding in the Loan less the

principal amount of the bonds redeemed by the Issuer and discharged through the Securities Depository.

Securities Depository: The securities depository in which the Loan is registered. On Disbursement Date the Securities Depository is Verdipapirsentralen (“VPS”).

Securities Depository Act: The Norwegian act of 2002 no. 64 regarding securities depository.


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Appendix I: Loan Agreement with Exhibit I InterCreditor Agreement and Exhibit II Subordination letter


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Appendix II: The Guarantee and Indemnity