Exhibit 10.1

Execution Version

AMENDMENT TO

CONTRIBUTION, PURCHASE AND SALE AGREEMENT

Dated as of December 12, 2013

AMENDMENT TO CONTRIBUTION, PURCHASE AND SALE AGREEMENT

This AMENDMENT TO CONTRIBUTION, PURCHASE AND SALE AGREEMENT (this “ Amendment ”), dated as of December 12, 2013 is made by and among Seadrill Limited, a Bermuda exempted company (“ Seadrill ”), Seadrill Partners LLC, a Marshall Islands limited liability company (the “ Company ”), Seadrill Operating LP, a Marshall Islands limited partnership (“ Seadrill Operating ”), Seadrill Capricorn Holdings LLC, a Marshall Islands limited liability company (“ Seadrill Capricorn Holdings ”), and Seadrill Americas Inc., a Texas corporation (“ Seadrill Americas ”). The above-named entities are sometimes referred to in this Agreement each as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS , the Parties entered into a Contribution, Purchase and Sale Agreement dated as of December 2, 2013 (the “ Contribution, Purchase and Sale Agreement ”); and

WHEREAS , the Parties desire to replace Exhibit I to the Contribution, Purchase and Sale Agreement and to amend Section 8.1(c) of the Contribution, Purchase and Sale Agreement to provide that, effective as of the Closing Date, (i) Seadrill and Seadrill Capricorn Holdings will enter into an intercompany loan agreement relating to the West Sirius Credit Facility, and (ii) Seadrill and Seadrill Leo will enter into an intercompany loan agreement relating to the West Leo Credit Facility, in each case substantially in the form of the applicable agreement attached as Exhibit I to this Amendment;

AGREEMENT

NOW THEREFORE , in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Except as expressly set forth herein, all capitalized terms in this Amendment shall have the meaning assigned to such terms in the Contribution, Purchase and Sale Agreement.

2. Section 8.1(c) of the Contribution, Purchase and Sale Agreement shall be amended and restated in its entirety as follows:

(c) Each of Seadrill Capricorn Holdings and Seadrill Leo shall have entered into the intercompany loan agreement relating to the West Sirius Credit Facility and the West Leo Credit Facility, respectively, substantially in the form of the applicable agreement set forth in Exhibit I to this Amendment.

3. Exhibit I to the Contribution, Purchase and Sale Agreement shall be replaced in its entirety by Exhibit I to this Amendment.

4. The Parties hereby reconfirm and ratify all terms and conditions of the Contribution, Purchase and Sale Agreement except as expressly amended hereby.

IN WITNESS WHEREOF, the parties to this Amendment have caused it to be duly executed as of the date first above written.

S IGNATURE P AGE

T O

A MENDMENT TO C ONTRIBUTION , P URCHASE AND S ALE A GREEMENT

S IGNATURE P AGE

T O

A MENDMENT TO C ONTRIBUTION , P URCHASE AND S ALE A GREEMENT

EXHIBIT I

INTERCOMPANY LOAN AGREEMENTS

E XHIBIT I

T O

A MENDMENT TO C ONTRIBUTION , P URCHASE AND S ALE A GREEMENT

LOAN AGREEMENT

This loan agreement (the “ Agreement ”) is entered into on this 13th day of December, 2013 by and between:

BACKGROUND:

NOW THEREFORE , it is hereby agreed as follows:-

Interest accrued shall be payable quarterly in arrears on demand from the Lender. If no demand is received, accrued interest shall be added to the Loan at the relevant interest payment date.

The Lender shall keep the Borrower fully informed of the relevant payment dates and amounts as per the above.

The Borrower shall confirm to the Lender that each payment as aforesaid is made by providing the Lender with a copy of the relevant transfer documentation reflecting the amount paid and the date of payment.

Such demand shall be made in writing with no less than 90 days’ notice.

The Lender shall keep the Borrower advised of each payment date for instalments under the Loan Agreement and the amount due as per the above.

repay the Loan in full by making payment directly to the Agent (for the account of the Lender) in accordance with the provisions set forth in Clause 6.2.

Such prepayment shall be made directly to the Agent (for the account of the Lender) in accordance with the provisions set forth in Clause 6.2 above.

The Borrower acknowledges that such a decision by the Lender will not influence the Borrower’s obligations under the Guarantee or the Security Documents.

LOAN AGREEMENT

This loan agreement (the “ Agreement ”) is entered into on this 13th day of December, 2013 by and between:

(hereinafter collectively referred to as the “ Parties ” and, individually, as a “ Party ”).

BACKGROUND:

NOW THEREFORE , it is hereby agreed as follows:-

The Lender shall keep the Borrower fully informed of the relevant payment dates and amounts as per the above.

The Borrower shall confirm to the Lender that each payment as aforesaid is made by providing the Lender with a copy of the relevant transfer documentation reflecting the amount paid and the date of payment.

The Lender shall keep the Borrower advised of each payment date for instalments under the Loan Agreement and the amount due as per the above.

The Borrower shall advise the Lender of all payments made as per the above.

repay the Loan in full by making payment directly to the Agent (for the account of the Lender) in accordance with the provisions set forth in Clause 6.1.

Such prepayment shall be made directly to the Agent (for the account of the Lender) in accordance with the provisions set forth in Clause 6.1 above.

The Borrower acknowledges that such a decision by the Lender will not influence the Borrower’s or Seadrill Hungary’s respective obligations under the Guarantee or the Security Documents.

Exhibit 10.2

LOAN AGREEMENT

This loan agreement (the “ Agreement ”) is entered into on this 13th day of Decemeber, 2013 by and between:

BACKGROUND:

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NOW THEREFORE , it is hereby agreed as follows:-

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The Lender shall keep the Borrower fully informed of the relevant payment dates and amounts as per the above.

The Borrower shall confirm to the Lender that each payment as aforesaid is made by providing the Lender with a copy of the relevant transfer documentation reflecting the amount paid and the date of payment.

The Lender shall keep the Borrower advised of each payment date for instalments under the Loan Agreement and the amount due as per the above.

The Borrower shall advise the Lender of all payments made as per the above.

repay the Loan in full by making payment directly to the Agent (for the account of the Lender) in accordance with the provisions set forth in Clause 6.1.

Such prepayment shall be made directly to the Agent (for the account of the Lender) in accordance with the provisions set forth in Clause 6.1 above.

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The Borrower acknowledges that such a decision by the Lender will not influence the Borrower’s or Seadrill Hungary’s respective obligations under the Guarantee or the Security Documents.

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Exhibit 10.3

LOAN AGREEMENT

This loan agreement (the “ Agreement ”) is entered into on this 13th day of December, 2013 by and between:

(hereinafter collectively referred to as the “ Parties ” and, individually, as a “ Party ”).

BACKGROUND:

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NOW THEREFORE , it is hereby agreed as follows:-

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Exhibit 10.4

ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT

between

Seadrill Management AME Ltd

and

Seadrill Ghana Operations Ltd

Leo Management Agreement

CONTENTS

Leo Management Agreement

i

THIS ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement” ) is made as of the Effective Date set forth below.

BETWEEN:

WHEREAS , the Company wishes to engage the Contractor to provide such advisory, technical and administrative services to the Company on the terms set out herein;

NOW THEREFORE, the Parties have agreed as follows:

Leo Management Agreement

The Contractor shall, throughout the term of this Agreement, provide Services in relation to the technical management of the Vessels. In particular the Contractor shall provide the following Services:

The Contractor shall assist the Company in handling all accidents involving Vessels owned by the Company in the course of operations. In particular, the Contractor shall establish a crisis management procedure, shall assist the Company in the development of a local crisis management procedure, and shall provide other advice and assistance in connection with crisis response, including crisis communications assistance.

The Contractor shall assist the Company in all matters relevant to the financing of the Company’s activities, including the identification of sources of potential financing, negotiation of financing arrangements, and coordination of financing with other Seadrill Group companies for the benefit of the Company.

Leo Management Agreement

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The Contractor shall provide general advice and assistance in the prosecution or defense of any and all legal proceedings by or against the Company, on the Company’s behalf and follow up the same in accordance with such instructions as shall be provided to the Contractor in this respect by the Company.

The Contractor shall provide advice and assistance in the marketing of the Company’s Vessels, including the identification of potential customers, identification of Vessels available for charter opportunities and preparation of bids.

The Contractor shall provide such general administrative services as may be required or specifically requested by the Company including accounting services, access to and consolidation of information in the Seadrill Group enterprise resource planning systems, and advice and assistance in the general administration and management of the business, subject to Section 6.2(b)(ii) hereof.

Leo Management Agreement

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Such information shall be provided to such persons as shall be specifically authorized by the Company. Representatives of the Company’s auditor shall, in relation to the audit of the Company’s accounts, always be considered authorized.

Leo Management Agreement

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Notwithstanding anything to the contrary, unless the acts or omissions leading to a loss or damage are caused by or due to the fraud of the Contractor, its officers, employees, agents or subcontractors, the Contractor shall not, under any circumstances whatsoever under the agreement, tort or otherwise at law, be liable to compensate the Company for any loss or damage in excess of ten (10) times the annual Services Fee.

The Company agrees to indemnify and keep the Contractor and its sub-contractors, together with its sub-contractors officers and employees, indemnified against any and all liabilities, costs, claims, demands, proceedings, charges, actions, suits or expenses of whatsoever kind or character that may be incurred or suffered by any of them howsoever arising (other than by reason of fraud, gross negligence or willful misconduct on the part of the Contractor or any of its officers, employees, agents, and sub-contractors) in connection with the provision of the Services or the performance of the Services hereunder.

The Contractor shall not be required to take any legal action on behalf of the Company unless being fully indemnified (to its reasonable satisfaction) for all costs and liabilities likely to be incurred or suffered by it as a consequence thereof.

Leo Management Agreement

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Leo Management Agreement

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The right to terminate this Agreement shall be in addition to and without prejudice to any other rights which the Company may have against the Contractor hereunder.

Leo Management Agreement

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Neither Party shall incur liability of any kind or nature whatsoever in relation to the other Party in the event of a failure to perform any of its obligations hereunder directly or indirectly caused by circumstances beyond the relevant Party’s reasonable control, such as war or war-like activities, government orders, riots, civil commotion, strike, lock-out or similar actions, an act of God, peril of the sea or any other similar cause.

All correspondence or notices required or permitted to be given under this Agreement shall be given in English and sent by mail, telefax, electronic mail or delivered by hand at the following addresses:

If to the Company:

Seadrill Ghana Operations Ltd

Par-la-Ville Place

14 Par-la-Ville Road

Hamilton HM08

Bermuda

Attn: Chief Executive Officer

If to the Contractor:

Seadrill Management AME Ltd

Level 18, Arenco Tower

Dubai Media City, Dubai

UAE

Attention: Finance Director

or such other address as either Party may designate to the other Party in writing.

11.3 No term of this Agreement is enforceable by a person who is not a Party to it, except by the affiliates of the Company and/or the Contractor. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

Leo Management Agreement

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Exhibit 10.5

ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT

between

Seadrill Americas Inc.

and

Seadrill Gulf Operations Sirius LLC

CONTENTS

i

THIS ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement’) is made on as of the Effective Date set forth below.

BETWEEN:

(hereinafter jointly referred to as the “Parties” and, individually, as a “Party” ).

WHEREAS, the Company is a majority owned indirect subsidiary of Seadrill Partners LLC, (uSeadrill Partners”); and

WHEREAS, the Company wishes to engage the Contractor to provide such advisory, technical and administrative services to the Company on the terms set out herein;

NOW THEREFORE, the Parties have agreed as follows:

look for similarities between the services utilized by other vessel owning companies in the Seadrill Group and potential for improvements or savings in this respect; the “Seadrill Group” means Seadrill Limited or any subsidiary thereof, except the Company and its subsidiaries;

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The Contractor shall, throughout the term of this Agreement, provide Services in relation to the technical management of the Vessels. In particular the Contractor shall provide the following Services:

The Contractor shall assist the Company in handling all accidents involving the Vessels in the course of operations. In particular, the Contractor shall establish a crisis management procedure, shall assist the Company in the development of a local crisis management procedure, and shall provide other advice and assistance in connection with crisis response, including crisis communications assistance.

The Contractor shall provide such general administrative services as may be required or specifically requested by the Company including accounting services, access to and consolidation of information in the Seadrill Group enterprise resource planning systems, and advice and assistance in the general administration and management of the business, subject to Section 7 hereof.

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Such information shall be provided to such persons as shall be specifically authorized by the Company. Representatives of the Company’s auditor shall, in relation to the audit of the Company’s accounts, always be considered authorized.

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Notwithstanding anything to the contrary, unless the acts or omissions leading to a loss or damage are caused by or due to the fraud of the Contractor or its officers, employees, agents or subcontractors, the Contractor shall not, under any circumstances whatsoever, be liable to compensate the Company for any loss or damage in excess of ten (10) times the annual Services Fee.

The Contractor shall not be required to take any legal action on behalf of the Company unless being fully indemnified (to its reasonable satisfaction) for all costs and liabilities likely to be incurred or suffered by it as a consequence thereof.

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The right to terminate this Agreement shall be in addition to and without prejudice to any other rights which the Company may have against the Contractor hereunder.

Neither Party shall incur liability of any kind or nature whatsoever in relation to the other Party in the event of a failure to perform any of its obligations hereunder directly or indirectly caused by circumstances beyond the relevant Party’s reasonable control, such as war or war-like activities, government orders, riots, civil commotion, strike, lock-out or similar actions, an act of God, peril of the sea or any other similar cause.

All correspondence or notices required or permitted to be given under this Agreement shall be given in English and sent by mail, telefax, electronic mail or delivered by hand at the following addresses:

if to the Company:

Seadrill Gulf Operations Sirius LLC

11025 Equity Drive, Suite 150

Houston

Texas 77041

Attn: President

If to the Contractor:

Seadrill Americas Inc.

11025 Equity Drive

Suite 150

Houston, Texas 77041, USA

Telefax: + 1 713.329.1179

Attn: President

or such other address or telefax number as either Party may designate to the other Party in writing.

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ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT

Exhibit 10.6

EXECUTION

PROMISSORY DISCOUNT NOTE

FOR VALUE RECEIVED , the undersigned, SEADRILL PARTNERS LLC , a Marshall Islands limited liability company (the “ Issuer ”), hereby promises to pay to SEADRILL LIMITED , a Bermuda company (the “ Holder ”), at the Payment Office (as defined below) the principal sum of $72,614,500 (the “ Principal Amount ”) on June 2, 2015 (the “ Final Maturity Date ”), in accordance with the terms and provisions hereinafter set forth.

The terms and provisions of this promissory discount note (this “ Note ”) are as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1 Definitions . The following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

“ Business Day ” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Capital Lease Obligations ” shall mean, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; and, for the purposes of this Note, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ CSPA ” means the Contribution, Purchase and Sale Agreement, dated as of December 2, 2013, as amended, providing for, among other things, the purchase by the Issuer from the Holder of the Purchased Equity.

“ Default ” means any of the events specified in Article V , whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Default Interest Rate ” shall mean LIBOR plus an additional 2% per annum.

“ Dollars ” and “ $ ” shall mean the lawful currency of the United States of America.

“ Event of Default ” shall mean any of the events specified in Article V , provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Excluded Taxes ” shall mean, with respect to the Holder, taxes imposed on or measured by its overall net income, franchise taxes, and any branch profits or similar tax imposed on it by any jurisdiction.

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“ Final Maturity Date ” shall have the meaning assigned to such term in the opening paragraph of this Note.

“ GAAP ” shall mean United States generally accepted accounting principles applied on a consistent basis.

“ Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Guarantee Obligation ” shall mean as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit), if to induce the creation of such obligation of such other Person the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly; provided, however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Issuer in good faith.

“ Hedge Agreements ” shall mean all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by the Issuer or its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

“ Holder ” shall have the meaning assigned to such term in the opening paragraph of this Note.

“ Holder Indemnitee ” shall mean Holder and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to Holder.

“ Indebtedness ” shall mean of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person (even though the rights and remedies of the seller or Holder under such agreement in

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the event of default are limited to repossession or sale of such property or assets), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any equity interests of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a)  through (g)  above; (i) all obligations of the kind referred to in clauses (a)  through (h)  above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) all obligations of such Person in respect of Hedge Agreements.

“ Issuer ” shall have the meaning assigned to such term in the opening paragraph of this Note.

“ Issuer Affiliate ” shall mean the Issuer and each Subsidiary thereof.

“ LIBOR ” shall mean, with respect to the Loan, the three (3) month LIBOR rate published in the Wall Street Journal two (2) Business Days before, as applicable, the Final Maturity Date and each day occurring every three months after the Final Maturity Date.

“ Lien ” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“ Material Adverse Effect ” shall mean a material adverse effect on (a) the business, assets, liabilities, operations or condition (financial or otherwise) of the Issuer and its Subsidiaries taken as a whole, (b) the ability of the Issuer to perform its obligations under this Note, or (c) the ability of the Holder to enforce this Note.

“ Note ” shall have the meaning assigned to such term in the second paragraph of this Note.

“ Obligations ” shall mean, with respect to the Issuer, the unpaid amounts in respect of this Note and all other obligations and liabilities of the Issuer to the Holder, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Note.

“ Payment Office ” shall mean the office of the Holder located at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM08, Bermuda, or such other location as to which the Holder shall have given written notice to the Issuer.

“ Person ” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

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“ Prepayment Date ” shall have the meaning set forth in the Section 2.3 of this Note.

“ Principal Amount ” shall have the meaning assigned to such term in the opening paragraph of this Note.

“ Purchased Equity ” means a 36.0809% equity interest in Seadrill Hungary Kft., a Hungarian limited liability company.

“ Subsidiary ” shall mean as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

“ Taxes ” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, provided that “Taxes” shall not include Excluded Taxes.

Section 1.2 Other Definitional Provisions

(a) Unless otherwise specified therein, all terms defined in this Note shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.

(b) The words “ hereof ”, “ herein ” and “ hereunder ” and words of similar import when used in this Note shall refer to this Note as a whole and not to any particular provision of this Note, and Section, Schedule and Exhibit references are to this Note unless otherwise specified.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(d) The term “Holder” shall include, without limitation, its successors.

Section 1.3 Accounting Terms and Principles . Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP.

ARTICLE II

FINANCIAL TERMS OF THIS NOTE

Section 2.1 Issue . This Note is issued for an initial issue amount of 70,000,000 on the date hereof in partial satisfaction of the purchase price under the CSPA for the purchase by the Issuer from the Holder of the Purchased Equity.

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Section 2.2 Payment on Final Maturity Date . On the Final Maturity Date, the Issuer shall pay this Note in full by paying the Principal Amount together with all other sums, if any, then owing or accrued under this Note. If any such amount is not paid on the Final Maturity Date, the amount not paid shall bear interest at a rate per annum equal to the Default Interest Rate accruing on a day to day basis until paid. All such default interest shall be payable on demand.

Section 2.3 Prepayment . The Issuer may, by giving not less than three (3) Business Day’s prior written notice to the Holder, prepay this Note on any date prior to the Final Maturity Date (such date, the “ Prepayment Date ”) by paying the Principal Amount together with all other sums, if any, then owing or accrued under this Note (with no account taken of the early prepayment). The foregoing shall not limit the freedom of the Issuer and the Holder to negotiate early prepayment of this Note for an amount less than the Principal Amount, taking into account prevailing market conditions at the time of the proposed early prepayment.

Section 2.4 Cancellation of Note Upon Full Payment . If this Note is fully paid or prepaid pursuant to this Section 2, it shall be immediately cancelled.

Section 2.5 Payments Generally (a) All payments by the Issuer to the Holder hereunder shall be made to the Holder at the Payment Office in immediately available funds without setoff or counterclaim. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day.

(b) All payments hereunder shall be made in Dollars. If any sum due from the Issuer under this Note or any order or judgment given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable hereunder or under such order or judgment into another currency (the “second currency”) for the purpose of (i) making or filing a claim or proof against the Issuer, (ii) obtaining an order or judgment in any court or other tribunal or (iii) enforcing any order or judgment given or made in relation hereto, the Issuer shall indemnify and hold harmless the Holder from and against any loss suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Holder may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. The obligations to pay the amounts contemplated by this Section 2.5 shall be independent of and in addition to the other obligations of the Issuer hereunder.

Section 2.6 Taxes . Any and all payments by the Issuer under this Note shall be made free and clear of and without deduction for any and all present or future Taxes. If any Taxes shall be required by law to be deducted from or in respect of any sum payable under this Note to the Holder, then the Issuer shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and the sum payable by the Issuer shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Taxes applicable to additional sums payable under this Section) the Holder receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce the Holder to accept this Note, the Issuer represents and warrants to the Holder on the date hereof that:

Section 3.1 Corporate Existence; Compliance with Law . The Issuer and each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited partnership, limited liability company, corporate or other power and authority, and the legal right, to own and operate its property and assets, to lease the property and assets it operates as lessee and to conduct the business in which it is currently engaged, and (c) is in compliance with all requirements of applicable law except, to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.2 Power; Authorization; Enforceable Obligations .

(a) The Issuer has the power and authority, and the legal right, to make, deliver and perform this Note. The Issuer has taken all necessary action to authorize the execution, delivery and performance of this Note.

(b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by the Issuer in connection with (i) the issuance of this Note, (ii) the execution, delivery, validity or enforceability of this Note, or (iii) the performance of this Note, except, in each case, for routine consents, authorizations, filings and notices required to be made in the ordinary course of business.

(c) This Note has been duly executed and delivered on behalf of the Issuer.

(d) This Note constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Section 3.3 No Legal Bar . The execution, delivery and performance of this Note by the Issuer and the use of the proceeds of this Note will not violate any applicable law or any material agreement of the Issuer and will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any requirement of applicable law or any such agreement.

Section 3.4 No Material Litigation . No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Issuer, threatened by or against the Issuer or any Issuer Affiliate, or against any of its or their respective properties or revenues (a) with respect to this Note or any of the transactions contemplated hereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

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Section 3.5 No Default . No Default or Event of Default has occurred and is continuing.

ARTICLE IV

COVENANTS

Section 4.1 Delivery of Financial Information . The Issuer will deliver to the Holder such financial or other information in respect of its business and financial status as the Holder may reasonably require including, but not limited to, copies of its unaudited quarterly financial statements and of its audited annual financial statements.

Section 4.2 Notice of Default . The Issuer shall promptly give notice to the Holder of the occurrence of any Default or Event of Default within five (5) Business Days after the Issuer knows or has reason to know thereof.

Section 4.3 Conduct of Business and Maintenance of Existence, etc . The Issuer will (a) (i) preserve, renew and keep in full force and effect its corporate or other existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all agreements and requirements of applicable law, except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

ARTICLE V

EVENTS OF DEFAULT

Section 5.1 Events of Default . If any of the following events shall occur and be continuing:

(a) The Issuer shall fail to pay this Note on the Final Maturity Date in accordance with the terms hereof; or

(b) Any representation or warranty made or deemed made by the Issuer herein or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Note shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished; or

(c) The Issuer shall default in the observance or performance of any other agreement contained in this Note to be performed by it (other than as provided in clause (a) of this Section 5.1 ), and such default shall continue unremedied for a period of 30 days after the earlier of (i) the date on which an officer of the Issuer becomes aware of such failure and (ii) the date on which written notice thereof shall have been given to the Issuer by the Holder; or

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(d) (i) The Issuer or any Issuer Affiliate shall fail to make any payment on any Indebtedness (other than the Obligations) of the Issuer or any such Issuer Affiliate or on any Guarantee Obligation in respect of Indebtedness of any other Person, and, in each case, such failure relates to Indebtedness having a principal amount of $25,000,000 or more, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and the effect of such failure is to accelerate the maturity of such Indebtedness, (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate the maturity of such Indebtedness, (iii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness or (iv) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

(e) (i) The Issuer shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Issuer shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Issuer any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Issuer any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Issuer shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Issuer shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (e) above, (i) this Note, the Principal Amount and all other amounts owing under this Note shall immediately become due and payable, and (B) if such event is any other Event of Default, the Holder may, by notice to the Issuer, declare this Note, the Principal Amount and all other amounts owing under this Note to be due and payable forthwith, whereupon the same shall immediately become due and payable.

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Either party hereto may change its address, telephone number or facsimile number for notices and other communications hereunder by notice to the other party. All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mail or if delivered, upon delivery.

Section 6.2 Waiver; Amendments . No amendment or waiver of any provision of this Note nor consent to any departure by the Issuer therefrom shall in any event be effective unless the same shall be in writing and (x) in the case of any such waiver or consent, signed by the Holder and (y) in the case of any other amendment, by the Holder and the Issuer, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 6.3 Expenses; Indemnification .

(a) The Issuer shall be obligated to pay all out-of-pocket costs and expenses (including, without limitation, but limited to the reasonable fees, charges and disbursements of outside counsel for the Holder) incurred by the Holder in connection with the enforcement or protection of its rights in connection with this Note, including its rights under this Section 6.3 , including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of this Note.

(b) The Issuer shall indemnify each Holder Indemnitee against, and hold each Holder Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Holder Indemnitee) incurred by any Holder Indemnitee or asserted against any Holder Indemnitee by any third party or by the Issuer arising out of, in connection with, or as a result of (i) the execution or delivery of this Note or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or under this Note or the consummation of the transactions contemplated hereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other

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theory, whether brought by a third party or by the Issuer, and regardless of whether any Holder Indemnitee is a party thereto, provided that such indemnity shall not, as to any Holder Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence or willful misconduct of such Holder Indemnitee or (y) result from a claim brought by the Issuer against any Holder Indemnitee for breach in bad faith of such Holder Indemnitee’s obligations hereunder, if the Issuer has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) The Issuer shall pay, and hold the Holder harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Note, any collateral described herein, or any payments due hereunder, and save the Holder harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes.

(d) To the extent permitted by applicable law, each party shall not assert, and hereby waives, any claim against any Holder Indemnitee or the other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Note or any agreement or instrument contemplated hereby, the transactions contemplated therein, or the use of proceeds thereof.

(e) All amounts due under this Section 6.3 shall be payable promptly after written demand therefor.

Section 6.4 Successors and Assigns . The provisions of this Note shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Issuer may not assign or otherwise transfer any of its rights or obligations hereunder, and the Holder may not assign or otherwise transfer any of its rights or obligations hereunder or under this Note without the prior written consent of the Issuer. Any other attempted assignment or transfer by any party hereto shall be null and void. Nothing in this Note, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, each Holder Indemnitee) any legal or equitable right, remedy or claim under or by reason of this Note.

Section 6.5 Governing Law . This Note and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

Section 6.6 Survival . All covenants, agreements, representations and warranties made by the Issuer in this Note and in the certificates or other instruments delivered in connection with or pursuant to this Note shall be considered to have been relied upon by the Holder and shall survive the execution and delivery of this Note. The provisions of Section 6.3 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of this Note, or the termination of this Note or any provision hereof.

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Section 6.7 Severability . Any provision of this Note held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6.8 Acceptance . By its acceptance of this Note, the Holder agrees to be bound by the terms and provisions of this Note applicable to it.

[ Signature Pages Follow ]

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IN WITNESS WHEREOF , the Issuer has caused this Note to be duly executed as of the day and year first above written.

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Exhibit 10.7

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PROMISSORY DISCOUNT NOTE

FOR VALUE RECEIVED , the undersigned, SEADRILL CAPRICORN HOLDINGS LLC , a Marshall Islands limited liability company (the “ Issuer ”), hereby promises to pay to SEADRILL LIMITED , a Bermuda company (the “ Holder ”), at the Payment Office (as defined below) the principal sum of $238,486,765 (the “ Principal Amount ”) on June 2, 2015 (the “ Final Maturity Date ”), in accordance with the terms and provisions hereinafter set forth.

The terms and provisions of this promissory discount note (this “ Note ”) are as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1 Definitions . The following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

“ Business Day ” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Capital Lease Obligations ” shall mean, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; and, for the purposes of this Note, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ CSPA ” means the Contribution, Purchase and Sale Agreement, dated as of December 2, 2013, as amended, providing for, among other things, the purchase by the Issuer from the Holder of the Purchased Equity.

“ Default ” means any of the events specified in Article V , whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Default Interest Rate ” shall mean LIBOR plus an additional 2% per annum.

“ Dollars ” and “ $ ” shall mean the lawful currency of the United States of America.

“ Event of Default ” shall mean any of the events specified in Article V , provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Excluded Taxes ” shall mean, with respect to the Holder, taxes imposed on or measured by its overall net income, franchise taxes, and any branch profits or similar tax imposed on it by any jurisdiction.

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“ Final Maturity Date ” shall have the meaning assigned to such term in the opening paragraph of this Note.

“ GAAP ” shall mean United States generally accepted accounting principles applied on a consistent basis.

“ Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Guarantee Obligation ” shall mean as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit), if to induce the creation of such obligation of such other Person the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly; provided, however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Issuer in good faith.

“ Hedge Agreements ” shall mean all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by the Issuer or its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

“ Holder ” shall have the meaning assigned to such term in the opening paragraph of this Note.

“ Holder Indemnitee ” shall mean Holder and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to Holder.

“ Indebtedness ” shall mean of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person (even though the rights and remedies of the seller or Holder under such agreement in

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the event of default are limited to repossession or sale of such property or assets), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any equity interests of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a)  through (g)  above; (i) all obligations of the kind referred to in clauses (a)  through (h)  above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) all obligations of such Person in respect of Hedge Agreements.

“ Issuer ” shall have the meaning assigned to such term in the opening paragraph of this Note.

“ Issuer Affiliate ” shall mean the Issuer and each Subsidiary thereof.

“ LIBOR ” shall mean, with respect to the Loan, the three (3) month LIBOR rate published in the Wall Street Journal two (2) Business Days before, as applicable, the Final Maturity Date and each day occurring every three months after the Final Maturity Date.

“ Lien ” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“ Material Adverse Effect ” shall mean a material adverse effect on (a) the business, assets, liabilities, operations or condition (financial or otherwise) of the Issuer and its Subsidiaries taken as a whole, (b) the ability of the Issuer to perform its obligations under this Note, or (c) the ability of the Holder to enforce this Note.

“ Note ” shall have the meaning assigned to such term in the second paragraph of this Note.

“ Obligations ” shall mean, with respect to the Issuer, the unpaid amounts in respect of this Note and all other obligations and liabilities of the Issuer to the Holder, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Note.

“ Payment Office ” shall mean the office of the Holder located at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM08, Bermuda, or such other location as to which the Holder shall have given written notice to the Issuer.

“ Person ” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

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“ Prepayment Date ” shall have the meaning set forth in the Section 2.3 of this Note.

“ Principal Amount ” shall have the meaning assigned to such term in the opening paragraph of this Note.

“ Purchased Equity ” means a 29.2531% equity interest in Seadrill Hungary Kft., a Hungarian limited liability company.

“ Subsidiary ” shall mean as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

“ Taxes ” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, provided that “Taxes” shall not include Excluded Taxes.

Section 1.2 Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Note shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.

(b) The words “ hereof ”, “ herein ” and “ hereunder ” and words of similar import when used in this Note shall refer to this Note as a whole and not to any particular provision of this Note, and Section, Schedule and Exhibit references are to this Note unless otherwise specified.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(d) The term “Holder” shall include, without limitation, its successors.

Section 1.3 Accounting Terms and Principles. Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP.

ARTICLE II

FINANCIAL TERMS OF THIS NOTE

Section 2.1 Issue . This Note is issued for an initial issue amount of $229,900,000 on the date hereof in satisfaction of the purchase price under the CSPA for the purchase by the Issuer from the Holder of the Purchased Equity.

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Section 2.2 Payment on Final Maturity Date . On the Final Maturity Date, the Issuer shall pay this Note in full by paying the Principal Amount together with all other sums, if any, then owing or accrued under this Note. If any such amount is not paid on the Final Maturity Date, the amount not paid shall bear interest at a rate per annum equal to the Default Interest Rate accruing on a day to day basis until paid. All such default interest shall be payable on demand.

Section 2.3 Prepayment . The Issuer may, by giving not less than three (3) Business Day’s prior written notice to the Holder, prepay this Note on any date prior to the Final Maturity Date (such date, the “ Prepayment Date ”) by paying the Principal Amount together with all other sums, if any, then owing or accrued under this Note (with no account taken of the early prepayment). The foregoing shall not limit the freedom of the Issuer and the Holder to negotiate early prepayment of this Note for an amount less than the Principal Amount, taking into account prevailing market conditions at the time of the proposed early prepayment.

Section 2.4 Cancellation of Note Upon Full Payment . If this Note is fully paid or prepaid pursuant to this Section 2, it shall be immediately cancelled.

Section 2.5 Payments Generally (a) All payments by the Issuer to the Holder hereunder shall be made to the Holder at the Payment Office in immediately available funds without setoff or counterclaim. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day.

(b) All payments hereunder shall be made in Dollars. If any sum due from the Issuer under this Note or any order or judgment given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable hereunder or under such order or judgment into another currency (the “second currency”) for the purpose of (i) making or filing a claim or proof against the Issuer, (ii) obtaining an order or judgment in any court or other tribunal or (iii) enforcing any order or judgment given or made in relation hereto, the Issuer shall indemnify and hold harmless the Holder from and against any loss suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Holder may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. The obligations to pay the amounts contemplated by this Section 2.5 shall be independent of and in addition to the other obligations of the Issuer hereunder.

Section 2.6 Taxes . Any and all payments by the Issuer under this Note shall be made free and clear of and without deduction for any and all present or future Taxes. If any Taxes shall be required by law to be deducted from or in respect of any sum payable under this Note to the Holder, then the Issuer shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and the sum payable by the Issuer shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Taxes applicable to additional sums payable under this Section) the Holder receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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Section 2.7 Subordination . This Note shall rank pari passu with all other ordinary debt of the Issuer, but shall be subordinated in all respects to, and rank after, the Issuer’s obligations under (i) the Guarantee provided by Issuer under the USD 1,500,000,000 Amended and Restated Senior Secured Credit Facility dated 15 October 2012 made between (1) the Holder, as borrower, (2) the rig owners and internal charterers set out at Schedule 2 thereto, as joint and several guarantors, (3) the banks and financial institutions set out at Schedule 1 thereto, together with their assignees and transferees, (4) Nordea Bank Norge ASA, as agent, and (5) the various other parties thereto and (ii) (i) the Guarantee provided by Issuer under the two USD 275,000,000 Amended and Restated Senior Term Loan and Revolving Credit Facility Agreements (and related Amended and Restated Common Terms Agreement), each dated 10 October 2012 made between (1) the Holder, as borrower, (2) the rig owners and internal charterers set out at Schedule 2 thereto, as joint and several guarantors, (3) the banks and financial institutions set out at Schedule 1 thereto, together with their assignees and transferees, (4) DNB Bank ASA, as agent, and (5) the various other parties thereto.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce the Holder to accept this Note, the Issuer represents and warrants to the Holder on the date hereof that:

Section 3.1 Corporate Existence; Compliance with Law . The Issuer and each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited partnership, limited liability company, corporate or other power and authority, and the legal right, to own and operate its property and assets, to lease the property and assets it operates as lessee and to conduct the business in which it is currently engaged, and (c) is in compliance with all requirements of applicable law except, to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.2 Power; Authorization; Enforceable Obligations .

(a) The Issuer has the power and authority, and the legal right, to make, deliver and perform this Note. The Issuer has taken all necessary action to authorize the execution, delivery and performance of this Note.

(b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by the Issuer in connection with (i) the issuance of this Note, (ii) the execution, delivery, validity or enforceability of this Note, or (iii) the performance of this Note, except, in each case, for routine consents, authorizations, filings and notices required to be made in the ordinary course of business.

(c) This Note has been duly executed and delivered on behalf of the Issuer.

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(d) This Note constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Section 3.3 No Legal Bar . The execution, delivery and performance of this Note by the Issuer and the use of the proceeds of this Note will not violate any applicable law or any material agreement of the Issuer and will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any requirement of applicable law or any such agreement.

Section 3.4 No Material Litigation . No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Issuer, threatened by or against the Issuer or any Issuer Affiliate, or against any of its or their respective properties or revenues (a) with respect to this Note or any of the transactions contemplated hereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

Section 3.5 No Default . No Default or Event of Default has occurred and is continuing.

ARTICLE IV

COVENANTS

Section 4.1 Delivery of Financial Information . The Issuer will deliver to the Holder such financial or other information in respect of its business and financial status as the Holder may reasonably require including, but not limited to, copies of its unaudited quarterly financial statements and of its audited annual financial statements.

Section 4.2 Notice of Default . The Issuer shall promptly give notice to the Holder of the occurrence of any Default or Event of Default within five (5) Business Days after the Issuer knows or has reason to know thereof.

Section 4.3 Conduct of Business and Maintenance of Existence, etc . The Issuer will (a) (i) preserve, renew and keep in full force and effect its corporate or other existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all agreements and requirements of applicable law, except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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ARTICLE V

EVENTS OF DEFAULT

Section 5.1 Events of Default . If any of the following events shall occur and be continuing:

(a) The Issuer shall fail to pay this Note on the Final Maturity Date in accordance with the terms hereof; or

(b) Any representation or warranty made or deemed made by the Issuer herein or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Note shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished; or

(c) The Issuer shall default in the observance or performance of any other agreement contained in this Note to be performed by it (other than as provided in clause (a) of this Section 5.1 ), and such default shall continue unremedied for a period of 30 days after the earlier of (i) the date on which an officer of the Issuer becomes aware of such failure and (ii) the date on which written notice thereof shall have been given to the Issuer by the Holder; or

(d) (i) The Issuer or any Issuer Affiliate shall fail to make any payment on any Indebtedness (other than the Obligations) of the Issuer or any such Issuer Affiliate or on any Guarantee Obligation in respect of Indebtedness of any other Person, and, in each case, such failure relates to Indebtedness having a principal amount of $25,000,000 or more, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and the effect of such failure is to accelerate the maturity of such Indebtedness, (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate the maturity of such Indebtedness, (iii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness or (iv) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

(e) (i) The Issuer shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Issuer shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Issuer any case, proceeding or other action of a nature referred to in clause (i)  above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Issuer any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Issuer shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i) , (ii) , or (iii)  above; or (v) the Issuer shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;

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then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (e) above, (i) this Note, the Principal Amount and all other amounts owing under this Note shall immediately become due and payable, and (B) if such event is any other Event of Default, the Holder may, by notice to the Issuer, declare this Note, the Principal Amount and all other amounts owing under this Note to be due and payable forthwith, whereupon the same shall immediately become due and payable.

Either party hereto may change its address, telephone number or facsimile number for notices and other communications hereunder by notice to the other party. All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mail or if delivered, upon delivery.

Section 6.2 Waiver; Amendments . No amendment or waiver of any provision of this Note nor consent to any departure by the Issuer therefrom shall in any event be effective unless the same shall be in writing and (x) in the case of any such waiver or consent, signed by the Holder and (y) in the case of any other amendment, by the Holder and the Issuer, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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Section 6.3 Expenses; Indemnification .

(a) The Issuer shall be obligated to pay all out-of-pocket costs and expenses (including, without limitation, but limited to the reasonable fees, charges and disbursements of outside counsel for the Holder) incurred by the Holder in connection with the enforcement or protection of its rights in connection with this Note, including its rights under this Section 6.3 , including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of this Note.

(b) The Issuer shall indemnify each Holder Indemnitee against, and hold each Holder Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Holder Indemnitee) incurred by any Holder Indemnitee or asserted against any Holder Indemnitee by any third party or by the Issuer arising out of, in connection with, or as a result of (i) the execution or delivery of this Note or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or under this Note or the consummation of the transactions contemplated hereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Issuer, and regardless of whether any Holder Indemnitee is a party thereto, provided that such indemnity shall not, as to any Holder Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence or willful misconduct of such Holder Indemnitee or (y) result from a claim brought by the Issuer against any Holder Indemnitee for breach in bad faith of such Holder Indemnitee’s obligations hereunder, if the Issuer has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) The Issuer shall pay, and hold the Holder harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Note, any collateral described herein, or any payments due hereunder, and save the Holder harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes.

(d) To the extent permitted by applicable law, each party shall not assert, and hereby waives, any claim against any Holder Indemnitee or the other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Note or any agreement or instrument contemplated hereby, the transactions contemplated therein, or the use of proceeds thereof.

(e) All amounts due under this Section 6.3 shall be payable promptly after written demand therefor.

Section 6.4 Successors and Assigns . The provisions of this Note shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Issuer may not assign or otherwise transfer any of its rights or obligations hereunder, and the Holder may not assign or otherwise transfer any of its rights or obligations hereunder or under this Note without the prior written consent of the Issuer. Any other attempted assignment or transfer by any party hereto shall be null and void. Nothing in this Note, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, each Holder Indemnitee) any legal or equitable right, remedy or claim under or by reason of this Note.

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Section 6.5 Governing Law . This Note and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

Section 6.6 Survival . All covenants, agreements, representations and warranties made by the Issuer in this Note and in the certificates or other instruments delivered in connection with or pursuant to this Note shall be considered to have been relied upon by the Holder and shall survive the execution and delivery of this Note. The provisions of Section 6.3 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of this Note, or the termination of this Note or any provision hereof.

Section 6.7 Severability . Any provision of this Note held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6.8 Acceptance . By its acceptance of this Note, the Holder agrees to be bound by the terms and provisions of this Note applicable to it.

[ Signature Pages Follow ]

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I N WITNESS WHEREOF, the Issuer has caused this Note to be duly executed as of the day and year first above written.

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Exhibit 10.8

EXECUTION VERSION

CREDIT AGREEMENT

among

SEADRILL OPERATING LP,

and

SEADRILL PARTNERS FINCO LLC,

as Term Borrowers and Revolving Borrowers,

SEADRILL CAPRICORN HOLDINGS LLC,

as a Revolving Borrower,

VARIOUS LENDERS

and

DEUTSCHE BANK AG NEW YORK BRANCH,

as Administrative Agent and Collateral Agent,

DEUTSCHE BANK SECURITIES INC.,

as Sole Global Coordinator, Joint Lead Arranger and Joint Bookrunner

CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC

and RBC CAPITAL MARKETS, ¹

as Joint Lead Arrangers and Joint Bookrunners

ABN AMRO CAPITAL USA LLC, HSBC SECURITIES (USA) INC.,

ING BANK N.V. and BNP PARIBAS SECURITIES CORP.,

as Co-Managers

Dated as of February 21, 2014

TABLE OF CONTENTS

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CREDIT AGREEMENT, dated as of February 21, 2014, among SEADRILL OPERATING LP, a Marshall Islands limited partnership (“ Operating ”), SEADRILL CAPRICORN HOLDINGS LLC, a Marshall Islands limited liability company (“ Capricorn Holdings ”), SEADRILL PARTNERS FINCO LLC, a Delaware limited liability company and a wholly-owned subsidiary of Operating (“ U.S. Finco ” and, together with Operating and Capricorn Holdings, the “ Borrowers ”, and each, a “ Borrower ”), the Lenders party hereto from time to time, and Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “ Administrative Agent ”) and collateral agent (in such capacity, the “ Collateral Agent ”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

W I T N E S S E T H :

WHEREAS, the Borrowers have requested (a) that the Term Lenders extend credit to the Term Borrowers in the form of Terms Loans on the Effective Date in an aggregate principal amount equal to $1,800,000,000 and (b) that the Revolving Lenders extend credit to the Revolving Borrowers in the form of Revolving Loans at any time and from time to time during the Revolving Availability Period such that the Aggregate Initial Revolving Exposure will not exceed $100,000,000 at any time; and

WHEREAS, subject to and upon the terms and conditions herein set forth, the Lenders are willing to make available to the Borrowers the term loan and revolving credit facilities provided for herein.

NOW, THEREFORE, IT IS AGREED:

SECTION 1. Definitions and Accounting Terms .

1.01. Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ 2014 Refinancing ” shall mean the refinancing or repayment in full on the Effective Date of all existing Indebtedness outstanding as of the Effective Date attributable to the Collateral Vessels under the West Aquarius/West Capella/West Sirius Facility and under the West Leo Facility, in each case with the proceeds of the Term Loans, and the release and termination of all guarantees and security interests attributable to the Collateral Vessels under the West Aquarius/West Capella/West Sirius Facility and the West Leo Facility.

“ Acceptable Ship Registry ” shall mean the ship registry of the Bahamas, Bermuda, Cyprus, Denmark, Germany, the United Kingdom, Hong Kong, the Isle of Man, the Cayman Islands, Liberia, Malta, the Marshall Islands, the Netherlands, Norway, Panama and Singapore.

“ Acquired Debt ” shall mean Indebtedness of a Person:

Acquired Debt will be deemed to be incurred on the date the acquired Person becomes a Guarantor or the date of the related acquisition of assets from any Person or the date on which such Person is merged or consolidated with a Borrower or Guarantor.

“ Additional Vessel ” shall mean a drilling rig or drillship or other Vessel that is used or useful in the Permitted Business.

“ Administrative Agent ” shall have the meaning assigned to such term in the preamble of this Agreement, and shall include any successor thereto.

“ Affiliate ” shall mean, with respect to any specified Person any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling,” “controlled” have meanings correlative to the foregoing.

“ Agents ” shall mean, collectively, the Administrative Agent, the Collateral Agent and the Other Agents.

“ Aggregate Initial Revolving Commitment ” shall mean, at any time, the sum of the Initial Revolving Commitments of all the Initial Revolving Lenders at such time.

“ Aggregate Initial Revolving Exposure ” shall mean, at any time, the sum of the Initial Revolving Exposures of all the Initial Revolving Lenders at such time.

“ Agreement ” shall mean this Credit Agreement, as modified, supplemented, amended, restated, extended or renewed from time to time.

“ Applicable Margin ” shall mean (a) in the case of Initial Term Loans, (i) 2.00% per annum for Base Rate Loans and (ii) 3.00% per annum for Eurodollar Rate Loans and (b) in the case of Initial Revolving Loans, (i) 1.25% per annum for Base Rate Loans and (ii) 2.25% per annum for Eurodollar Rate Loans.

“ Asset Sale ” shall mean:

(1) any sale, lease, conveyance or other disposition, whether in a single transaction or a series of related transactions, of property or assets of a Borrower or any of the Guarantors, including any disposition by means of a merger, consolidation or similar transaction;

(2) the issuance or sale of Equity Interests in any of the Guarantors, other than statutory or directors qualifying shares and/or other Equity Interests that are required to be held by any Persons other than a Borrower or another Guarantor under applicable law or regulation (including local content regulations or requirements), whether in a single transaction or a series of related transactions; and

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(3) an Involuntary Transfer.

Notwithstanding the preceding, the following items will be deemed not to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value or that results in generating Net Proceeds, in either case, of less than $50,000,000;

(2) a transfer of Equity Interests or other assets between or among the Borrowers and the Guarantors or between or among any of them;

(3) an issuance of Equity Interests by a Guarantor to a Borrower or to another Guarantor;

(4) the sale, lease or other disposition of products, services or accounts receivable or any charter, pool agreement, drilling contract or lease of a Vessel and any related assets, in each case in the ordinary course of business and any sale or conveyance or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents, hedging contracts or other financial instruments;

(6) licenses and sublicenses by a Borrower or any of the Guarantors of software or intellectual property in the ordinary course of business;

(7) a Restricted Payment that does not violate Section 7.15 or a Permitted Investment;

(8) the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Borrowers and the Guarantors taken as a whole or in a manner governed by Section 7.14 or any disposition that constitutes a Change of Control;

(9) the creation or perfection of any Lien permitted pursuant to this Agreement, and any disposition of assets constituting Collateral resulting from foreclosure under any such Lien by the Collateral Agent, or any disposition of assets not constituting Collateral resulting from foreclosure under any such Lien;

(10) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims;

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(11) the sale, lease, conveyance or other disposition of any Equity Interests in, or properties or assets of, (i) any Subsidiary of any Borrower that is not a Guarantor or (ii) any other Person in which a Borrower has an Equity Interest that is not a Guarantor; and

(12) the sale, lease, conveyance or other disposition of any Collateral Vessel for which a Borrower or a Guarantor has substituted a Replacement Vessel.

“ Assignment and Assumption Agreement ” shall mean the Assignment and Assumption Agreement substantially in the form of Exhibit A (appropriately completed).

“ Assignments ” shall mean, collectively, each Insurance Assignment and each Earnings Assignment.

“ Attributable Indebtedness ” in respect of a Sale and Lease-Back Transaction shall mean, at the time of determination, the present value (discounted according to GAAP at the cost of indebtedness implied in the lease; provided that if such discount rate cannot be determined in accordance with GAAP, the present value shall be discounted at the interest rate agreed to between the Administrative Agent and the Borrowers or, if issued, the rate borne by any senior notes or other long-term fixed rate Indebtedness of the Borrowers issued to refinance the Term Loans, in each case compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended); provided , however , that if such Sale and Lease-Back Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligation.”

“ Authorized Representative ” shall mean, with respect to (a) delivering the Notice of Borrowing and similar notices on behalf of the Borrowers, any Person or Persons that has or have been authorized by the Board of Directors of each Borrower to deliver such notices pursuant to this Agreement and that has or have appropriate signature cards on file with the Administrative Agent, (b) delivering financial information and officer’s certificates relating to financial matters on behalf of any specified Person pursuant to this Agreement, the chief executive officer, the chief financial officer, the treasurer, the controller or any director of such specified Person or any other senior executive officer of such specified Person designated by the president or the Board of Directors of such specified Person or such specified Person’s general partner as being a financial officer authorized to deliver and certify financial information on behalf of such specified Person under this Agreement and (c) any other matter on behalf of any specified Person in connection with this Agreement or any other Loan Document, any officer or director (or a Person or Persons so designated by the Board of Directors of such specified Person or any two officers) of such specified Person or of such specified Person’s general partner, if applicable.

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“ Available Cash ” shall mean, with respect to any period:

(1) the sum of (a) all cash and Cash Equivalents of the Borrowers and the Guarantors on hand at the end of such period and (b) all or any portion of any additional cash and Cash Equivalents of the Borrowers and the Guarantors on hand on the date such Borrower makes Restricted Payments with respect to such period (including as a result of any borrowings made subsequent to the end of such period); minus

(2) the amount of any cash reserves established by the Board of Directors of a Borrower to (a) provide for the proper conduct of the business of such Borrower and the Guarantors (including reserves for future capital expenditures and for anticipated future credit needs) subsequent to such period, (b) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which such Borrower or Guarantor is a party or by which it is bound or its assets are subject or (c) provide funds for Restricted Payments in respect of future periods.

“ Bankruptcy Case ” shall have the meaning provided in Section 10.23(e).

“ Bankruptcy Code ” shall mean Title 11 of the United States Code, as may be amended from time to time.

“ Base Rate ” shall mean, for any day, a rate of interest per annum equal to the highest of (a) the Prime Rate for such day, (b) the sum of the Federal Funds Rate for such day plus  ¹ ⁄ ₂ of 1%, (c) 1% per annum above the Eurodollar Rate for a one-month Interest Period beginning on such date (or if such day is not a Business Day, the immediately preceding Business Day) and (d) solely with respect to the Initial Term Loans, 2.00%.

“ Base Rate Loan ” shall mean a Loan that bears interest as provided in Section 2.06(a)(i).

“ Beneficial Owner ” shall have the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.

“ Board of Directors ” shall mean:

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“ Borrower ” and “ Borrowers ” shall have the meanings ascribed to such terms in the preamble to this Agreement; provided , however , that the term “Borrower” (a) when used in reference to any borrowing, continuation or conversion of, or payment (including interest, fees, costs and taxes) in respect of, or the issuance of any Note representing, or any assignment, delegation or participation of an interest in, any Revolving Commitment or Revolving Loan, shall mean a Revolving Borrower and (b) when used in reference to any borrowing, continuation or conversion of, or payment (including interest, fees, costs and taxes) in respect of, or the issuance of any Note representing, or any assignment, delegation or participation of an interest in, any Term Commitment or Term Loan, shall mean a Term Borrower.

“ Borrowing ” shall mean a simultaneous borrowing of Loans of the same Class and Type, and with respect to Eurodollar Rate Loans, with the same Interest Period, from all the Lenders having Commitments or Loans of such Class (other than any Lender which has not funded its share of a Borrowing in accordance with this Agreement).

“ Business Day ” shall mean (a) for all purposes other than as covered by the following clause (b), any day except Saturday, Sunday and any day which shall be in New York, Marshall Islands or the United Kingdom a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Rate Loans, any day which is a Business Day described in clause (a) above and which is also a day for trading by and between banks in U.S. Dollars deposits in the London interbank Eurodollar market.

“ Capital Stock ” shall mean (1) in the case of a corporation, corporate stock, (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock or share capital, (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Capitalized Lease Obligation ” shall mean, with respect to any Person, any obligation of such Person under a lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed), which obligation is required to be classified and accounted for as a capitalized lease obligation under GAAP, and, for purposes of this Agreement, the amount of such obligation at any date will be the capitalized amount thereof at such date, determined in accordance with GAAP and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“ Capricorn Holdings ” shall have the meaning assigned to such term in the preamble of this Agreement.

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“ Capricorn Holdings Loan ” shall mean an intercompany loan made on the Effective Date by Operating to Capricorn Holdings in an aggregate principal amount not less than $450,000,000 from the proceeds of the Initial Term Loans.

“ Capricorn Holdings Note ” shall mean the note issued by Capricorn Holdings to Operating in respect of the Capricorn Holdings Loan.

“ Cash Equivalents ” shall mean any of the following:

“ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same has been amended and may hereafter be amended from time to time, 42 U.S.C. § 9601 et seq .

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“ Change of Control ” shall mean the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of amalgamation, merger or consolidation and other than operating leases arising as a result of a drilling contract or vessel employment contract entered into in the ordinary course of business and prevailing industry standards), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrowers and the Guarantors taken as a whole to any “person” (as that term is used in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended), other than one or more Qualifying Holders;

(2) a Borrower is liquidated or dissolved or adopts a plan relating to the liquidation or dissolution of such Borrower;

(3) the consummation of any transaction or any series of transactions (including any merger, consolidation or other business combination), the result of which is that any “person”, other than one or more Qualifying Holders, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the voting stock of Seadrill Operating GP or Capricorn Holdings, measured by voting power rather than number of shares, units or other equity securities;

(4) Seadrill Operating GP LLC ceases to be the sole general partner of Operating; or

(5) U.S. Finco ceasing to be a wholly owned subsidiary of Operating.

“ Class ”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Initial Term Loans, Other Term Loans, Refinancing Term Loans, Initial Revolving Loans or Refinancing Revolving Loans (or, in each case, any Extended Loans in respect of any such Class of Loans), (b) any Commitment, refers to whether such Commitment is an Initial Term Commitment, Incremental Term Commitment, Refinancing Term Commitment, Initial Revolving Commitment or Refinancing Revolving Commitment (or, in each case, any Extended Commitments in respect of any such Class of Commitments) and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class. Other Term Loans that have different terms and conditions (together with the Incremental Term Commitments in respect thereof) shall be construed to be in different Classes.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Collateral ” shall mean all rights, assets and property, whether now owned or hereafter acquired, upon which a Lien or Mortgage securing the Secured Obligations is granted or purported to be granted under any Collateral Agreement. Collateral shall not include Excluded Property.

“ Collateral Agent ” shall have the meaning assigned to such term in the preamble of this Agreement, and shall include any successor thereto.

“ Collateral Agreements ” shall mean, collectively, the Security Agreement, each Non-U.S. Security Agreement, each Mortgage, each Assignment and each other instrument, including any security document or pledge agreement, creating Liens in favor of the Collateral Agent as required by the Loan Documents, in each case, as the same may be in force from time to time.

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“ Collateral and Guarantee Requirement ” shall mean, at any time, the requirement that:

(a) (i) each Subsidiary of any Borrower (other than a Borrower) that (x) holds any Collateral Vessel, (y) holds any Related Assets with respect to any Collateral Vessel (other than, subject to the limitations provided in Section 7.21, a Local Content Subsidiary) or (z) is party to a Collateral Vessel Contract (other than, subject to the limitations provided in Section 7.21, a Local Content Subsidiary) and (ii) each Borrower, in each case, shall have duly authorized, executed and delivered to the Administrative Agent the Guarantee Agreement or a supplement thereto, substantially in the form attached thereto, as applicable (pursuant to which such Subsidiary becomes subject to the obligations of a Guarantor), and the Guarantee Agreement shall be in full force and effect;

(b) Each of the Borrowers and the Guarantors (and, in the case of any Capital Stock of any Guarantor (excluding, for this purpose, Capricorn Holdings) held by any Person that is not a Borrower or a Guarantor, such Person) shall have (i) duly authorized, executed and delivered the Security Agreement or a Non-U.S. Security Agreement (or, in each case, a supplement thereto, substantially in the form attached thereto), as applicable, pursuant to which, among other things, (A) all the Capital Stock of (x) any Guarantor (excluding, for this purpose, Capricorn Holdings) owned by a Borrower, a Guarantor or any other Person and (y) U.S. Finco, in each case shall have been pledged to secure the Secured Obligations, and (B) the Capricorn Holdings Note shall have been pledged to secure the Secured Obligations, and the Borrowers and the Guarantors (and each such other Person, as applicable) shall have (1) delivered to the Collateral Agent, as pledgee, all the Pledged Securities and the Capricorn Holdings Note, together with executed and undated transfer powers and (2) otherwise complied with all of the requirements set forth in the Security Agreement or the applicable Non-U.S. Security Agreement and (ii) duly authorized, executed and delivered any other related documentation necessary or advisable as reasonably determined by the Administrative Agent to perfect the Lien on the Collateral referred to in the Security Agreement or the applicable Non-U.S. Security Agreement in the respective jurisdictions of formation or of the chief executive office, as the case may be, of the Borrowers or the Guarantors (or the applicable Person, as applicable), or other jurisdictions as provided by applicable law, and the Security Agreement or such Non-U.S. Security Agreement, as the case may be, shall be in full force and effect, and the Collateral Agent shall have received evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect (to the extent such security interests may be perfected) and protect the security interests purported to be created by the Security Agreement or such Non-U.S. Security Agreement have been taken;

(c) the Collateral Agent shall have received duly authorized, executed and delivered, (i) Insurance Assignments from the Borrowers and each applicable Guarantor substantially in the form of Exhibit D covering all such Loan Party’s present and future interest in insurance in respect of the Collateral Vessels and other Collateral, and each Insurance Assignment shall be in full force and effect, (ii) Earnings Assignments from each applicable Guarantor substantially in the form of Exhibit E , covering all Earnings derived from or related to

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a Collateral Vessel Contract (other than any such Earnings payable to a Local Content Subsidiary), and each Earnings Assignment shall be in full force and effect and (iii) a control agreement (or comparable arrangement under U.K. law or other applicable laws that are acceptable to the Collateral Agent) with respect to each Earnings Account, and such control agreements (or comparable arrangements) shall be in full force and effect;

(d) all UCC financing statements, if any, required by applicable law or reasonably requested by the Collateral Agent to be filed, registered or recorded to perfect the Liens intended to be perfected pursuant to the terms of the Collateral Agreements with the priority required by, the Collateral Agreements, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording;

(e) the Collateral Agent shall have received counterparts of Ship Mortgages with respect to each Collateral Vessel and each Substitute Vessel, as applicable, duly authorized, executed and delivered by each Loan Party that holds an interest in each such Collateral Vessel or Substitute Vessel, as applicable, and each such Ship Mortgage shall be effective upon filing to create in favor of the Collateral Agent (acting as security trustee for the Lender Creditors if required under the laws of the flag state of any Collateral Vessel or Substitute Vessel), for the benefit of the Secured Parties, a legal, valid and enforceable first-priority ship mortgage on, and Lien upon, such Collateral Vessel or Substitute Vessel, as applicable, subject only to Permitted Collateral Liens, and each Ship Mortgage shall be in full force and effect; and

(f) all filings, deliveries of instruments, legal opinions and other actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect and preserve the first-priority security interests (subject to Permitted Collateral Liens) described in clauses (a) through (e) above shall have been duly effected or delivered, as the case may be, and the Collateral Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Administrative Agent.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing definition shall not require the assignment of any Collateral Vessel Contracts or the creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to, any Excluded Property, (b) Liens required to be granted from time to time pursuant to the “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations expressly set forth in this Agreement and the Collateral Agreements, (c) Seadrill Mobile Units (Nigeria) Ltd. shall not be subject to these requirements and (d) the Earnings Assignment between Seadrill Ghana Operations Ltd. and the Collateral Agent shall not be required to be effective until the date that is 90 days after the Effective Date. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets or the provision of any Loan Guarantee by any Subsidiary (including extensions beyond the Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Effective Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Agreements.

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“ Collateral Vessel Contract ” shall mean any charterparty, pool agreement or drilling contract in respect of any Collateral Vessel or other contract for use of any Collateral Vessel.

“ Collateral Vessels ” shall mean the four drilling rigs known as the West Capella , the West Leo , the West Aquarius and the West Sirius listed on Schedule 6.21 . Each such vessel is a Collateral Vessel. The Borrowers or the applicable Guarantor may, at their option, at any time and from time to time, substitute one or more vessels owned, directly or indirectly, by the Borrowers or the applicable Guarantor (the “ Replacement Vessel ”) for a Collateral Vessel (including in connection with any refinancing transaction); provided that (i) at the time of such substitution no Default shall have occurred and be continuing, (ii) the Replacement Vessel is substantially similar in value and specification to the Collateral Vessel that is being substituted as determined in good faith by the Chief Financial Officer of SDLP, (iii) the net present value of the contracts applicable to such Replacement Vessel is not less than the net present value of the contracts applicable to the Collateral Vessel that is being replaced (in each case calculated in a manner reasonably accepted to the Administrative Agent), (iv) each Subsidiary of a Borrower that directly owns all or any part of any such Replacement Vessel, or that is or becomes party to a Collateral Vessel Contract with respect to such Replacement Vessel, shall become a Guarantor, and (v) at the time of such substitution, the Collateral Vessel to be substituted for and all Related Assets thereto shall be released from all Liens under the Collateral Agreements and the Guarantor owning such Collateral Vessel shall, unless it owns other Collateral Vessels or Related Assets thereto, be released from its obligations as a Guarantor. In such event, all references herein to “Collateral Vessel” shall thereafter be deemed to include such Replacement Vessel and shall cease to refer to the Vessel that was replaced, and Schedule 6.21 shall be updated as necessary to include any information with respect to such Replacement Vessel that is required by Section 6.21.

“ Combined EBITDA ” shall mean, with respect to any period, Combined Net Income attributable to the Collateral Vessels for such period plus , without duplication:

(1) provision for taxes based on income or profits of the Loan Parties for such period, to the extent that such provision for taxes was deducted in computing such Combined Net Income attributable to the Collateral Vessels; plus

(2) the combined interest expense of the Loan Parties to the extent that such combined interest expenses were deducted in computing such Combined Net Income attributable to the Collateral Vessels; plus

(3) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of the Loan Parties for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Combined Net Income attributable to the Collateral Vessels; minus

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(4) non-cash items increasing such Combined Net Income attributable to the Collateral Vessels for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a combined basis and determined in accordance with GAAP.

“ Combined Interest Cover Ratio ” shall mean, with respect to any period, the ratio of (a) the Combined ICR EBITDA (as defined below) for such period to (b) interest expense of the Loan Parties for such period attributable to Indebtedness secured by a Lien on any asset of a Loan Party that constitutes Collateral. For purposes of the foregoing, “ Combined ICR EBITDA ” means the earnings before interest expenses, taxes, depreciation and amortization (“ EBITDA ”) of the Loan Parties on a combined basis for such period (with each such term to be defined in accordance with GAAP, where applicable) that is attributable to the Collateral Vessels. However, in the event that any Loan Party acquires a Collateral Vessel or a Collateral Vessel-owning entity with historical EBITDA available for such Collateral Vessel’s previous ownership, such historical EBITDA shall be included for purposes of calculating this Combined Interest Cover Ratio and, if necessary, be annualized to represent twelve (12) months of historical EBITDA. In the event that any Loan Party acquires a Collateral Vessel or a Collateral Vessel-owning entity without historical EBITDA available for such Collateral Vessel’s previous ownership, the Borrowers shall be entitled to base a twelve (12) month historical EBITDA calculation for such Collateral Vessel on future projected EBITDA only subject to such Collateral Vessel having (i) a firm charter contract in place at the time of delivery of such Collateral Vessel with a duration of a minimum of 12 months and (ii) a firm charter contract in place at the time of such EBITDA calculation, provided that the Borrowers provide the Administrative Agent with a detailed calculation of the future projected EBITDA for such Collateral Vessel. Furthermore, it is agreed that Combined ICR EBITDA shall include any realized gains and/or losses in respect of the disposal of Collateral Vessels or the disposal of Equity Interests in Collateral Vessel-owning entities.

“ Combined Net Income ” shall mean, with respect to any period, the aggregate of the Net Income of the Loan Parties for such period attributable to the Collateral Vessels and determined on a combined basis in accordance with GAAP; provided that:

(1) the cumulative effect of a change in accounting principles will be excluded;

(2) non-cash gains and losses due solely to fluctuations in currency values will be excluded;

(3) in the case of a successor to the referenced Person by consolidation or merger or as a transferee of the referenced Person’s assets, any earnings (or losses) of the successor corporation prior to such consolidation, merger or transfer of assets will be excluded;

(4) the effects resulting from the application of purchase accounting in relation to any acquisition that is consummated after the Effective Date will be excluded;

(5) any unrealized gain (or loss) in respect of Hedging Obligations will be excluded;