REGISTRATION RIGHTS AGREEMENT Dated as of April 30, 2003 by and among BLUEWATER FINANCE LIMITED AND THE GUARANTORS NAMED HEREIN AND MORGAN STANLEY & CO. INTERNATIONAL LIMITED AND ING BANK N.V., LONDON BRANCHRegistration Rights Agreement • June 17th, 2003 • Bluewater Offshore Production Systems Usa Inc • Search, detection, navagation, guidance, aeronautical sys • New York
This Registration Rights Agreement is dated as of April 30, 2003, and is by and among Bluewater Finance Limited, a company organized and existing under the laws of the Cayman Islands (the "Issuer"), the guarantors on the attached signature pages hereto and each other entity that becomes a guarantor of the Notes (as defined) subsequent to the date hereof pursuant to the terms of the Indenture (as defined) (collectively, the "Guarantors") and Morgan Stanley & Co. International Limited and ING Bank N.V., London Branch (collectively, the "Initial Purchasers").
Bluewater Finance Limited and the guarantors named herein $75,000,000 101/4% Senior Notes due 2012 PURCHASE AGREEMENTRegistration Rights Agreement • June 17th, 2003 • Bluewater Offshore Production Systems Usa Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Morgan Stanley & Co. International Limited ING Bank N.V., London Branch c/o Morgan Stanley & Co. International Limited 25 Cabot Square London E14 4QA United Kingdom
Confidential material has been redacted and filed separately with the Securities and Exchange Commission. Second Supplementary Agreement Relating to Contract No 97.22.02 For the Provision of Production, Storage, Offtake and Transportation Services for...Second Supplementary Agreement • June 17th, 2003 • Bluewater Offshore Production Systems Usa Inc • Search, detection, navagation, guidance, aeronautical sys • England
STANDBY LEASE AGREEMENT relating to the topsides processing plant for the Floating Production, Storage and Off-Loading Facility "Haewene Brim"Bluewater Offshore Production Systems Usa Inc • June 17th, 2003 • Search, detection, navagation, guidance, aeronautical sys • England
OLA DUNK II FOUNDATION, a stichting established under the laws of the Netherlands Antilles whose registered office is at Landhuis Joonchi, Kaya Richard J Beaujon, z/n Curaçao, Netherlands Antilles (the "Standby Purchaser");
and PIERCE PRODUCTION COMPANY LIMITED as lessee (2) and BLUEWATER ENERGY N.V. as security provider (3) Lease relating to the topsides processing plant for the FPSO Haewene BrimA Lease Agreement • June 17th, 2003 • Bluewater Offshore Production Systems Usa Inc • Search, detection, navagation, guidance, aeronautical sys • England
HILL SAMUEL LEASING (No. 4) LIMITED, a company incorporated under the laws of England and Wales with company registration number 2194625 whose registered office is at 71 Lombard Street, London, EC3P 3BS, England (the "Lessor");
AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • June 17th, 2003 • Bluewater Offshore Production Systems Usa Inc • Search, detection, navagation, guidance, aeronautical sys • New York
BLUEWATER FINANCE LIMITED, an exempt company incorporated under the laws of the Cayman Islands, whose registered office is at Ugland House, PO Box 309, South Church Street, George Town, Grand Cayman, Cayman Islands (the "Lender"); and
STANDBY SUB-LEASE AGREEMENT FOR TOPSIDES FACILITIESAgreement • June 17th, 2003 • Bluewater Offshore Production Systems Usa Inc • Search, detection, navagation, guidance, aeronautical sys
BLUEWATER HOLDING B.V., a company incorporated in The Netherlands with company number 349 2253 with its registered office at Marsstraat 33, 2132 HR Hoofddorp, The Netherlands (the "Standby Lessor") and
Bluewater Equipment Leasing Limited Portico Building Marina Street Pieta MSD 08 Bluewater (Malta) Limited Portico Building Marina Street Pieta MSD 08 Bluewater Offshore Production Systems Limited Portico Building Marina Street Pieta MSD 08 Dear Sirs,...Bluewater Offshore Production Systems Usa Inc • June 17th, 2003 • Search, detection, navagation, guidance, aeronautical sys
For the purposes of this opinion, we have examined the Registration Rights Agreement dated 30 April 2003 (the "Registration Rights Agreement"), the Indenture, dated as of 22 February 2002, the forms of the New Notes and New Guarantees, such certificates and other documents and such questions of law, as we have considered necessary or appropriate. The Indenture and the Registration Rights Agreement are together referred to in this opinion as the "Principal Agreements".
Bluewater Equipment Leasing Limited Portico Building Marina Street Pieta MSD 08 Bluewater (Malta) Limited Portico Building Marina Street Pieta MSD 08 Bluewater Offshore Production Systems Limited Portico Building Marina Street Pieta MSD 08 Dear Sirs,...Bluewater Offshore Production Systems Usa Inc • June 16th, 2003 • Search, detection, navagation, guidance, aeronautical sys
For the purposes of this opinion, we have examined the Registration Rights Agreement dated 30 April 2003 (the "Registration Rights Agreement"), the Indenture, dated as of 22 February 2002, the forms of the New Notes and New Guarantees, such certificates and other documents and such questions of law, as we have considered necessary or appropriate. The Indenture and the Registration Rights Agreement are together referred to in this opinion as the "Principal Agreements".
