1.

DEFINITIONS

5

2.

CONDITIONS PRECEDENT AND EFFECTIVE TIME

5

3.

REPRESENTATIONS

5

4.

AMENDMENT AND RESTATEMENT

6

5.

CONTINUING OBLIGATIONS

6

6.

RESIGNATION AND SUBSTITUTION

6

7.

MISCELLANEOUS

7

8.

GOVERNING LAW AND JURISDICTION

7

Seadrill Limited , an exempted company with registration number 36832 of Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM08, Bermuda as original parent and guarantor (the “ Retiring Guarantor ”);

Seadrill Partners LLC , a limited liability company formed under the laws of the Republic of the Marshall Islands and whose registered address is situated at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, registration number 962166 as new parent and guarantor (“ Seadrill Partners ”);

Seadrill Polaris Ltd., (previously SFL West Polaris Limited) an exempted company with registration number 41589 of Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM08, Bermuda as borrower ( the “Borrower” ) ;

The companies listed as guarantors in Schedule 2 ( Borrower and Guarantors ) in the Restated Facilities Agreement as joint and several guarantors (each a “ Guarantor ” and together the “ Guarantors ”);

Seadrill Operating LP, a limited partnership formed under the laws of the Republic of the Marshall Islands and whose registered address is situated at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, registration number 950049 as security provider(the “ Security Provider ”);

The banks and financial institutions listed as mandated lead arrangers in Schedule 1 ( Lenders and Commitments ) in the Restated Facilities Agreement as original mandated lead arrangers (the “ Mandated Lead Arrangers ”);

The banks and financial institutions listed as Lenders in Schedule 1 ( Lenders and Commitments ) in the Restated Facilities Agreement as original lenders (each a “ Lender ” and together the “ Lenders ”);

Deutsche Bank AG and Nordea Bank AB (publ) (the legal successor to Nordea Bank Finland Plc.) as hedge counterparties (the “ Hedge Counterparties ”);

DNB Bank ASA and Nordea Bank AB, London Branch as bookrunners (the “ Bookrunners ”); and

DNB Bank ASA of Dronning Eufemias gate 30, 0191 Oslo, Norway as agent (the “ Agent ”),

Pursuant to a term loan and revolving credit facilities agreement originally dated 28 December 2012 as previously amended pursuant to amendment agreements dated 28 February 2014, 31 October 2014, 29 December 2014 and 19 June 2015 respectively, a consent letter dated 28 May 2015 and the R1 Waiver Approval Letter, made between the parties hereto (the “ Original Facilities Agreement ”), the Lenders have granted to the Borrower a loan in the amount of up to USD 420,000,000 for the purpose described therein.

As part of the restructuring of Seadrill Limited and its subsidiaries (the “ Seadrill Group ”) it has been agreed to amend: (i) the Original Facilities Agreement, (ii) the USD 1,450,000,000 senior secured credit facility agreement originally dated 20 March 2013 (as later amended) between, inter alia, each of Seadrill Tellus Ltd. and Seadrill Vela Ltd. (as later substituted by Seadrill Vela Hungary Kft. pursuant to an accession letter dated 28 March 2013), as Borrower and ING Bank N.V. as agent (the “ ECA I Facility Agreement ”), and (iii) the USD 440,000,000 secured credit facility agreement originally dated 4 December 2012 (as later amended) between, inter alia, Seadrill Limited as borrower and Citibank Europe plc as agent (the “ Telesto and T-15/T-16 Facility Agreement ”) ((i), (ii) and (iii) jointly the “ SDLP Facility Agreements ”), in order to separate the financing of assets of the Seadrill Group (excluding, for these purposes, Seadrill Partners and its subsidiaries) from the financing of assets of Seadrill Partners and certain of its subsidiaries (the “ SDLP Group ”) under the SDLP Facility Agreements.

The SDLP Facility Agreements (other than the Original Facilities Agreement) currently have recourse against certain assets of the Seadrill Group and the SDLP Group. The Original Facilities Agreement currently has recourse against certain assets of the SDLP Group as well as a guarantee granted in favour of the Agent by the Retiring Guarantor.

The SDLP Facility Agreements shall be amended or amended and restated (as applicable) so that, inter alia:

the Telesto and T-15/T-16 Facility Agreement will be split into two agreements, one new agreement which will govern the financing of the T-15 and T-16 rigs (the “ T-15 and T-16 Facility Agreement ”) and one legacy agreement which will govern the financing of the West Telesto rig (the “ Telesto Facility Agreement ”);

the ECA I Facility Agreement will be split into two agreements, one agreement which will govern the financing of the West Vela rig (the “ Vela Facility Agreement ”) and one agreement which will govern the financing of the West Tellus rig; and

the Retiring Guarantor will resign and be released as a guarantor under the Original Facilities Agreement (together with the T-15 and T-16 Facility Agreement and the Vela Facility Agreement, the “ New SDLP Facility Agreements ”).

New second ranking security will be granted in favour of the finance parties under the New SDLP Facility Agreements over certain assets currently securing the SDLP Facility Agreements.

The Original Facilities Agreement will be amended and restated in order to, inter alia , (i) limit recourse under the Original Facilities Agreement to certain members and assets of the SDLP Group whereunder (a) the Retiring Guarantor will resign and be released as Guarantor and (b) Seadrill Partners will become a Guarantor, (ii) make certain adjustments to the collateral package, (iii) extend the tenor of the facility, (iv) adjust certain covenants, (v) increase the margin and (vi) adjust the repayment provisions.

On 19 June 2015 Seadrill Partners granted an on-demand guarantee and indemnity in respect of the Borrower’s obligations under the Original Facilities Agreement in favour of the Agent (the “ Seadrill Partners Guarantee ”). The Seadrill Partners Guarantee will be

released and replaced by virtue of Seadrill Partners acceding to the Restated Facilities Agreement as a Guarantor.

DEFINITIONS

CONDITIONS PRECEDENT AND EFFECTIVE TIME

REPRESENTATIONS

on the date of this Agreement; and

on the Effective Time.

AMENDMENT AND RESTATEMENT

CONTINUING OBLIGATIONS

Except as expressly modified by this Agreement, all terms and provisions of the Original Facilities Agreement and the other Finance Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects by the Parties as if herein set forth in their entirety. All references in the Restated Facilities Agreement to “this Agreement”, “hereof”, “hereby”, “hereto”, and the like shall, from and including the Effective Time, mean the Original Facilities Agreement as herein amended and restated in accordance with this Agreement.

References to the “Facilities Agreement” and the like in the Security Documents and the other Finance Documents shall, after the Effective Time, be construed as reference to the Restated Facilities Agreement.

Each Obligor and the Security Provider confirms that any security or guarantee created or given by it under any Finance Document will continue in full force and effect, subject to the amendments contemplated by this Agreement and Clause 6 ( Resignation and Substitution ) below, and shall continue to secure or guarantee (as applicable) the obligations of the Obligors under the Restated Facilities Agreement and the other Finance Documents.

RESIGNATION AND SUBSTITUTION

Resignation and release of the Retiring Guarantor and release of the Seadrill Partners Guarantee

the Retiring Guarantor resigns as “Guarantor” and “Obligor” under the Original Facilities Agreement and is absolutely, irrevocably and unconditionally released from all of its present and future obligations and liabilities (whether actual, accrued, contingent or otherwise) under the Finance Documents;

Seadrill Partners is absolutely, irrevocably and unconditionally released from all of its present and future obligations and liabilities (whether actual, accrued, contingent or otherwise) under the Seadrill Partners Guarantee;

the Agent and each other Finance Party agree that all of their rights and remedies under the Finance Documents in respect of the Retiring Guarantor are permanently released;

the Agent and each other Finance Party agree that all of their rights and remedies under the Seadrill Partners Guarantee in respect of Seadrill Partners are permanently released; and

the Agent agrees, on the reasonable request of the Retiring Guarantor or Seadrill Partners, as applicable, and at the expense of the Retiring Guarantor, to execute any documents necessary and enter into such arrangement necessary to give effect to the transactions contemplated by this Clause 6.1 (including, without limitation, promptly making all relevant filings or giving directions to make all relevant filings as may be required), in each case as soon as reasonably practicable after such request is made.

Substitution of guarantee

MISCELLANEOUS

Additional Finance Document

Fee

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by Norwegian law.

Clause 35.2 ( Jurisdiction ) of the Restated Facilities Agreement shall be incorporated into this Agreement as if set out in full herein.

By:

/s/ Georgina E. Sousa

Name:

Georgina E. Sousa

Title:

Director

The Resigning Guarantor and Parent

(as defined in the Original Facilities

Agreement):

By:

/s/ Georgina E. Sousa

Name:

Georgina E. Sousa

Title:

Director

By:

/s/ John T. Roche

Name:

John T. Roche

Title:

CFO

By:

/s/ Georgina E. Sousa

Name:

Georgina E. Sousa

Title:

Acting for and on behalf of Seadrill Operating GP LLC as General Partner of Seadrill Operating LP

DNB Bank ASA

By:

/s/ D. Jovanovic

Name:

Daniel Jovanovic

Title:

Attorney-in-fact

By:

/s/ D. Jovanovic

Name:

Daniel Jovanovic

Title:

Attorney-in-fact

By:

/s/ D. Jovanovic

Name:

Daniel Jovanovic

Title:

Attorney-in-fact

By:

/s/ D. Jovanovic

Name:

Daniel Jovanovic

Title:

Attorney-in-fact

ING Belgium SA/NV

By:

/s/ Luc Missoorten

/s/ T. F. Lapoutre

Name: Luc Missoorten

     T. F. Lapoutre

Title:   Program Manager Structured Finance

     Director

By:

/s/ D. Jovanovic

Name:

Daniel Jovanovic

Title:

Attorney-in-fact

Skandinaviska Enskilda Banken AB (Publ)

By:

/s/ D. Jovanovic

Name:

Daniel Jovanovic

Title:

Attorney-in-fact

Swedbank AB (Publ)

By:

/s/ D. Jovanovic

Name:

Daniel Jovanovic

Title:

Attorney-in-fact

By:

/s/ Hirgorom Typhaine

/s/ Alain F. PITNER

Name: Hirgorom Typhaine

     Alain F. PITNER

Title:   HEAD SHIPPING COORDINATION

     SHIPFINANCE DEPT Head Coordinator

     Overseas Office Coordination

By:

/s/ Daniel Jovanovic

Name:

Daniel Jovanovic

Title:

Attorney-in-fact

Deutsche Bank AG

By:

/s/ Daniel Jovanovic

Name:

Daniel Jovanovic

Title:

Attorney-in-fact

By:

/s/ Arne Berglund

/s/ Jan Erik Klepsland

Name:

Arne Berglund

     Jan Erik Klepsland

Title:

Executive Director

     Associate Director

In respect of each Obligor, the Retiring Parent and the Security Provider (unless otherwise stated):

Company Certificate, Certificate of Incorporation or equivalent;

Articles of Association, bye-laws, Memorandum or equivalent constitutional documents;

An up-to-date Good Standing Certificate, Certificate of Compliance or similar for each Obligor or the Security Provider incorporated or formed under the laws of Bermuda or Marshall Islands;

Resolutions passed at a board meeting (and/or if required by lawyers of the Agent in Marshall Islands a shareholders meeting, written resolution or similar(other than for Seadrill Partners)), evidencing:

the approval of the terms of, and the transactions contemplated by, this Agreement and the documents set out in items 3 and 4 of this schedule to which it is a party; and

the authorisation of its appropriate officer or officers or other representatives to execute this Agreement and any document specified in items 3 and 4 to of this schedule being entered into in connection with this Agreement on its behalf;

Unless granted directly by the board pursuant to the resolutions referred to in item (d) above, powers of attorney to its representative(s) for the execution of this Agreement and the other relevant Finance Documents (as required by lawyers of the Agent in the relevant jurisdiction;

Notarised and legalised Panama law power of attorney granted to ARIFA for execution and perfection of Panama security documents;

Specimen signatures or passport copies of each person signing on behalf of the relevant Obligor and the Security Provider; and

Director’s certificate confirming that each document delivered pursuant to this item 1 is correct, complete and in full force and effect and has not been amended or superseded on or about the Effective Time along with a confirmation of solvency.

AUTHORISATIONS

Finance Documents

This Agreement duly executed on behalf of the Parties;

The Intercreditor Agreement duly executed by the parties to it; and

The Fee Letters.

Security Documents:

Norway

Security confirmation in respect of:

Seadrill Polaris Ltd. Assignment of Insurance Proceeds in favour of the Agent; and

Seadrill Polaris Ltd. Assignment of Bank Accounts in favour of the Agent;

Second ranking cross-collateralised Seadrill Polaris Ltd Assignment of Insurance Proceeds in favour of the Common Security Agent (as defined in the Intercreditor Agreement); and

Second ranking cross-collateralised Seadrill Polaris Ltd Assignment of Bank Accounts in favour of the Common Security Agent (as defined in the Intercreditor Agreement).

Panama

Amendment of Mortgage Agreement in respect of West Polaris in favour of the Agent; and

Second ranking cross-collateralised Mortgage over West Polaris in favour of the Common Security Agent (as defined in the Intercreditor Agreement).

New York

Amended and Restated Seadrill Polaris Ltd Assignment of Earnings; and

Second ranking cross-collateralised Seadrill Polaris Ltd Assignment of Earnings in favour of SDLP facilities lenders in favour of the Common Security Agent (as defined in the Intercreditor Agreement).

Bermuda

Other

Miscellaneous

Evidence that:

the Borrower has paid, or will pay on the Effective Time, all fees and costs payable in accordance with this Agreement and the other Finance Documents; and

prepayment of the amounts which are to be paid by the Borrower pursuant to Clause 6.3(a)(i) of the Restated Facilities Agreement will be made in accordance with that clause;

The Original Financial Statements;

Cash Flow Projections for Seadrill Partners and its subsidiaries;

In the case of each documents set forth in Clause 4.3 above, a financing statement or amendment to a financing statement, as applicable, in proper form for filing under the Uniform Commercial Code in the filing office of each jurisdiction as may be necessary to perfect the security interests purported to be created thereby, naming the Borrower as debtor and the Agent or Common Security Agent, as applicable, as secured party;

Customary UCC lien searches with respect to the Borrower; and

Any other documents as reasonably requested by the Agent.

Legal Opinions:

Legal opinion from Norwegian law counsel relating to Norwegian law matters;

Legal opinion from Bermuda law counsel relating to Bermuda law matters;

Legal opinion from New York counsel relating to US and New York law matters;

Legal opinion from Panama counsel relating to Panama law matters; and

Legal opinion from Marshall Islands counsel relating to Marshall Islands Law issues.

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Seadrill Partners LLC , a limited liability company formed under the laws of the Republic of the Marshall Islands and whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 and with registration number 962166 (the “ Parent ” and/or a “ Guarantor ”);

Seadrill Polaris Ltd., (previously SFL West Polaris Limited) a n exempted company formed under the laws of Bermuda and whose registered address is situated at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM08, Bermuda, registration number 41589, as borrower ( the “Borrower” ) ;

The companies listed as guarantors in Schedule 2 (as amended from time to time) ( Borrower and Guarantors ) hereto as joint and several guarantors (each a “ Guarantor ”, together with the Parent, the “ Guarantors ”);

The bank and financial institutions listed as mandated lead arrangers in Schedule 1 ( Lenders and Commitments ) as original mandated lead arrangers ( the “Mandated Lead Arrangers” ) ;

The banks and financial institutions listed as Lenders in Schedule 1 ( Lenders and Commitments ) hereto, as the original lenders (each a “ Lender” together, the “ Lenders ”);

Deutsche Bank AG and Nordea Bank AB (publ) (the legal successor to Nordea Bank Finland Plc) as hedge counterparties ( the “Hedge Counterparties”) ;

DNB Bank ASA and Nordea Bank AB, London Branch as bookrunners (the “ Bookrunners ”); and

DNB Bank ASA of Dronning Eufemias gate 30, 0191 Oslo, Norway as agent (the “ Agent ”).

DEFINITIONS AND INTERPRETATION

Definitions

for the Term Loan Facility the period from and including the Closing Date to and including 31 January 2013; and

for the Revolving Facility the period from and including the Closing Date to and including the date falling 3 months prior to the Final Maturity Date.

the amount of its participation in any outstanding Loans; and

when calculating the Available Commitments for the purpose of Clause 5.2(b) in relation to any proposed Loan, the amount of its participation in the Loan that is due to be made on or before the proposed Utilisation Date,

the interest (excluding the Applicable Margin) which a Lender should have received for the period from the date of receipt of all or part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum been paid on the last day of that Interest Period; exceeds

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the relevant interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period,

the Base Case Model to be delivered by the Parent to the Agent pursuant to the Amendment and Restatement Agreement; and

any cash flow projections based on the Base Case Model delivered by the Parent to the Agent pursuant to and for such period as described in Clause 21.1 ( Financial statements ),

in relation to a Lender, the amount set opposite its name under the heading “Commitments” in Schedule 1 ( Lenders and Commitments ) and the amount of any other Commitment transferred to it pursuant to Clause 26.2 ( Assignments and transfers by the Lenders ); and

in relation to any New Lender, the amount of any Commitment transferred to it pursuant to Clause 26.2 ( Assignments and transfers by the Lenders ),

which has failed to make its participation in the Loan available (or has notified the Agent or the Parent (which has notified the Agent) that it will not make its participation in the Loan available by the Utilisation Date of the Loan in accordance with Clause 5.4 ( Lenders’ Participation );

which has otherwise rescinded or repudiated a Finance Document; or

with respect to which insolvency proceedings, winding up, or liquidation has occurred and is continuing

its failure to pay, is caused by:

administrative or technical error; or

a Disruption Event; and

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

all freight, hire and passage moneys payable to an Obligor, including (without limitation) payments of any nature under any charter or agreement for the employment, use, possession, management and/or operation of the Drilling Unit;

any claim under any guarantees related to freight and hire payable to an Obligor as a consequence of the operation of the Drilling Unit;

compensation payable to an Obligor in the event of any requisition of the Drilling Unit or for the use of the Drilling Unit by any government authority or other competent authority;

remuneration for salvage, towage and other services performed by the Drilling Unit payable to an Obligor;

demurrage, detention and retention money receivable by an Obligor in relation to the Drilling Unit;

all moneys which are at any time payable under the Insurances in respect of loss of earnings;

all present and future moneys and claims payable to an Obligor in respect of any breach or variation of any charterparty or contract of affreightment in respect of the Drilling Unit;

if and whenever the Drilling Unit is employed on terms whereby any moneys falling within paragraphs a) to f) above are pooled or shared with any other person, that

proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Drilling Unit; and

any other money whatsoever due or to become due to an Obligor from third parties in relation to the Drilling Unit, or otherwise,

the pollution or protection of the environment;

harm to or the protection of human health;

the conditions of the workplace; or

any emission or substance capable of causing harm to any living organism or the environment.

any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

any agreement pursuant to the implementation of paragraphs (a) or (b) above with the United States of America Internal Revenue Service, the United States of America’s government or any governmental or taxation authority in any other jurisdiction.

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the United States of America), 1 July 2014;

in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the United States of America), 1 January 2017; or

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

the increase in a payment made by an Obligor to a Finance Party under Clause 13.5 ( FATCA Deduction and gross-up by Obligor ) or paragraph (b) of Clause 13.6 ( FATCA Deduction by Finance Party ); or

a payment under paragraph (d) of Clause 13.6 ( FATCA Deduction by Finance Party ).

moneys borrowed and debit balances at banks or other financial institutions;

any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of Finance Leases;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any derivative transaction (and, when calculating the value of that transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of any entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition;

any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) before the Final Maturity Date or are otherwise classified as borrowings under the Accounting Principles;

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or

to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 30 days after the date of supply;

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and

the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above,

cash in hand legally and beneficially owned by a member of the Group; and

all other cash legally and beneficially owned by a member of the Group and which are deposited with (i) a Mandated Lead Arranger (ii) any other deposit taking institution having a credit rating of at least A from Standard & Poor’s Ratings Group or the equivalent with any other principal credit rating agency in the United States of America or Europe or (iii) any other bank or financial institution approved by the Agent which in each case:

is free from any Security Interest, other than pursuant to the SDLP Security Documents or any security documents in respect of the TLB Agreement or the Vencedor Loan Agreement (as each may be amended, renewed, replaced and/or refinanced from time to time);

is otherwise at the free and unrestricted disposal of the relevant member of the Group by which it is owned; and

in the case of cash deposits legally and beneficially owned by a member of the Group other than the Borrower, is (in the opinion of the Agent, upon such documents and evidence as the Agent may require the Borrower to provide in order to form the basis of such opinion) capable or, upon the occurrence of an

Event of Default under this Agreement, would become capable of being paid without restriction to the Borrower within five (5) Business Days of its request or demand therefore by way of a dividend, by way of an equity injection, by way of an intercompany loan in accordance with Clause 23.16(b)(ii) or by way of a repayment of principal (or the payment of interest thereon) in respect of an intercompany loan from the Borrower to that Subsidiary.

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

the applicable Screen Rate; or

(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for the Loan; or

If:

no Screen Rate is available for the currency of the Loan; or

no Screen Rate is available for the Interest Period of the Loan and it is not possible to calculate an Interpolated Screen Rate for the Loan,

the financial condition, assets, business or operation of any Obligor or the Group as a whole;

the ability of any of the Obligors or the Group as a whole to perform any of their obligations under the Finance Documents; or

the validity or enforceability of, or the effectiveness or ranking of any security granted or purporting to be granted pursuant to any of the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

cash in hand legally and beneficially owned by a member of the Non-TLB SDLP Obligor Group; and

all other cash legally and beneficially owned by a member of the Non-TLB SDLP Obligor Group and which are deposited with (i) a Mandated Lead Arranger (ii) any other deposit taking institution having a credit rating of at least A from Standard & Poor’s Ratings Group or the equivalent with any other principal credit rating agency in the United States of America or Europe or (iii) any other bank or financial institution approved by the Agent which in each case:

is free from any Security Interest, other than pursuant to the SDLP Security Documents;

is otherwise at the free and unrestricted disposal of the relevant member of the Non-TLB SDLP Obligor Group by which it is owned; and

in the case of cash deposits legally and beneficially owned by a member of the Non-TLB SDLP Obligor Group other than the Borrower, is (in the opinion of the Agent, upon such documents and evidence as the Agent may require the Borrower to provide in order to form the basis of such opinion) capable or, upon the occurrence of an Event of Default under this Agreement, would become capable of being paid without restriction to the Borrower within five (5) Business Days of its request or demand therefore by way of a dividend, by way of an equity injection, by way of an intercompany loan in accordance with Clause 23.16(b)(ii) or by way of a repayment of principal (or the payment of interest thereon) in respect of an intercompany loan from the Borrower to that member of the Non-TLB SDLP Obligor Group.

liens for current crews’ wages and salvage;

any ship repairer’s or outfitter’s possessory lien arising by operation of law and not exceeding USD 5,000,000;

any other liens incurred in the ordinary course of operating the Drilling Unit, up to the date of the first Utilisation;

liens created pursuant to the Security Documents; and

any lien arising by operation of law or in the ordinary course of trading of the Drilling Unit which are not more than 30 days overdue or are being contested in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided), so long as any such proceedings or the continued existence of such lien do not involve any likelihood of the sale, forfeiture or loss of, or of any interest in, the Drilling Unit.

at the date of this Agreement, Iran, Sudan, Cuba, North-Korea, Syria and Burma (Myanmar); and

any country or territory to the extent that it is or becomes the subject of Sanctions similar to those in force at the date hereof against any of the countries referred to in (a) above.

the Facilities;

the “Facility” or “Facilities” under the West Vela Facility Agreement; and

the “Facility or “Facilities” under the T-15/T-16 Facility Agreement.

this Agreement;

the West Vela Facility Agreement; and

the T-15/T-16 Facility Agreement.

the Security Documents;

the “Security Documents” under the West Vela Facility Agreement; and

the “Security Documents” under the T-15/T-16 Facility Agreement.

all amounts which have become due for payment by the Borrower or any other Obligor or Seadrill Operating LP under the Finance Documents have been paid;

no amount is owing by or has accrued (without yet having become due for payment) against any Obligor or Seadrill Operating LP under any of the Finance Documents;

the Borrower has no future or contingent liability under any provision of this Agreement and the other Finance Documents;

the Agent and the Required Majority do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present or possible future proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document; and

there are no Commitments in force.

has direct or indirect control; or

owns directly or indirectly more than fifty per cent (50%) (votes and/or capital),

the net income, profits or gains of that Finance Party world wide; or

such of the net income, profits or gains of that Finance Party as are considered to arise in or relate to or are taxable in that jurisdiction.

the actual, constructive, compromised, agreed, arranged or other total loss of the Drilling Unit; and/or

any (i) expropriation or confiscation, or requisition or acquisition of the Drilling Unit, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a governmental or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to extension) or (ii) hijacking, piracy, theft, condemnation, capture, seizure, destruction, abandonment or arrest, unless for both (i) and (ii) above, the Drilling Unit is within one (1) month from the Total Loss Date redelivered to the full control of the Borrower or any of the Guarantors.

in the case of an actual total loss of the Drilling Unit, the date on which it occurred or, if that is unknown, the date when the Drilling Unit was last heard of;

in the case of a constructive, compromised, agreed or arranged total loss of the Drilling Unit, the earlier of:

the date on which a notice of abandonment is given to the insurers (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration panel to have occurred or, if earlier, the date falling six (6) months after notice of abandonment of such Drilling Unit was given to the insurers; and

the date of compromise, arrangement or agreement made by or on behalf of the Borrower with the Drilling Unit’s insurers in which the insurers agree to treat the Drilling Unit as a total loss; or

in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred.

the proposed Transfer Date as set out in the Transfer Certificate relating to the Transfer; and

the date on which the Agent executes the Transfer Certificate.

Construction

Clause and Schedule headings are for ease of reference only;

words denoting the singular number shall include the plural and vice versa;

references to Clauses and Schedules are references, respectively, to the Clauses and Schedules of this Agreement;

a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement;

references to a provision of law is a reference to that provision as it may be amended or re-enacted, and to any regulations made by the appropriate authority pursuant to such law;

the “ Agent ”, any “ Finance Party ”, any “ Lender ”, any “ Obligor ”, any “ Party ”, or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Agent, any person for the time being appointed as Agent in accordance with the Finance Documents;

references to “ control ” means the power to appoint a majority of the board of directors or to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise;

“ Finance Document ” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

references to “ indebtedness ” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

references to a “ person ” shall include any individual, firm, partnership, joint venture, company, corporation, trust, fund, body, corporate, unincorporated body of persons, or any state or any agency of a state or association (whether or not having separate legal personality); and

a Default (other than an Event of Default) is “ continuing ” if it has not been remedied or waived and an Event of Default is “ continuing ” if it has not been remedied or waived.

Non-applicable provisions between the Obligors and German Lenders.

To the extent a Finance Party resident in Germany (“ Inländer ”) within the meaning of Section 2 Paragraph 15 of the AWV and therefore subject to Section 7 of the AWV would not be permitted to make a representation or grant an undertaking (to be) made or (to be) granted by an Obligor with respect to sanctions under any of the Finance Documents, such Finance Party shall not, in the event of a breach by an Obligor of any such representation or undertaking be entitled to invoke or declare an Event of Default or vote for a cancellation of the Total Commitments and immediate repayment of the Loan in accordance with Clause 25.18 ( Acceleration ).

The representations and undertakings in Clauses 20.21 ( Sanctions ), 23.2 ( Compliance with laws and sanctions ) and 23.30 ( Sanctions ), and the mandatory prepayment set out in Clause 8.3 ( Sanctions ) in favour of or to any Inländer are granted only to the extent that such Finance Party would be permitted to make such representations or undertakings or carry out such prepayment pursuant to Section 7 of the AWV. As a consequence, a Finance Party resident in Germany may not vote in favour of the Agent exercising any rights as set out in these Clauses if an Event of Default occurs solely as a result of misrepresentation of such representations or breach of such covenants which are not made or given for the benefit of the Finance Party resident in Germany and, for the purposes of ascertaining the Required Majority or whether

any percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained in respect of such vote, such Lenders’ Commitments and/or party of the Loan will be deemed to be zero for the purposes of such vote.

THE FACILITIES

The Facilities

a term loan facility in an amount equal to the Term Loan Commitment (the “ Term Loan Facility ”); and

a revolving credit facility in an amount equal to the Revolving Facility Commitment (the “ Revolving Facility ”).

Finance Parties’ rights and obligations

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Finance Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from any of the Obligors shall be a separate and independent debt. A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

Parent’s Authority

Each Obligor (other than the Parent), by its execution of this Agreement, irrevocably authorises the Parent to act on its behalf as its agent in relation to the Finance Documents and authorises:

the Parent, on its behalf, to supply all information concerning itself, its financial condition and otherwise to the Finance Parties as contemplated under this Agreement and to give all notices and instruction to be given by such Obligor under the Finance Documents, to execute, on its behalf, any Finance Document and to enter into any agreement and amendment in connection with the Finance Documents (however fundamental and notwithstanding any increase in obligations of or other effect on an Obligor) including confirmation of guarantee obligations in connection with any amendment or consent in relation to the Facility, without further reference to or the consent of such Obligor, and each Obligor shall be obliged to confirm such authority in writing upon the request of the Agent; and

each Finance Party to give any notice, demand or other communication to be given to or served on such Obligor pursuant to the Finance Documents to the

Parent on its behalf, and in each such case such Obligor will be bound thereby (and shall be deemed to have given/received notice thereof) as though such Obligor itself had been given such notice and instructions, executed such agreement or received any such notice, demand or other communication.

Every act, omission, agreement, undertaking, waiver, notice or other communication given or made by the Parent under this Agreement, or in connection with this Agreement (whether or not known to any Obligor) shall be binding for all purposes on all other Obligors as if the other Obligors had expressly made, given or concurred with the same. In the event of any conflict between any notice or other communication of the Parent and any other Obligor, the choice of the Parent shall prevail.

PURPOSE

Purpose

the Term Loan Facility, to refinance the Existing Indebtedness;

the Revolving Facility;

to refinance the Existing Indebtedness; and

for general corporate purposes.

Monitoring

CONDITIONS PRECEDENT

Initial Conditions Precedent

Conditions precedent for the First Utilisation Date

Further conditions precedent

no Default is continuing or would result from the proposed Utilisation;

the representations and warranties contained in Clause 20 ( Representations and warranties ) deemed to be repeated on those dates are true and correct both before and after giving effect to the proposed Utilisation and application of funds from the Utilisation.

Waiver of conditions precedent and conditions subsequent

UTILISATION

Delivery of a Utilisation Request

Completion of a Utilisation Request

it specifies to which Facility it relates;

the proposed Utilisation Date is a Business Day within the Availability Period and the amount of the proposed Term Loan Advance or the proposed Revolving Facility Advance is in a minimum amount of USD 5,000,000 and (together with the Loans outstanding) is not more than the aggregate Available Commitments of the relevant Facility;

the currency specified is USD; and

the proposed Interest Period complies with Clause 10 ( Interest Periods ).

Availability

Any amount of the Total Commitments not utilised by the expiry of the applicable Availability Period shall automatically be cancelled at close of business in Oslo on such date and the Total Commitments shall be reduced accordingly.

Only one single Utilisation, allowed to be paid in to multiple accounts, may be made under the Term Loan Facility.

Revolving Facility Loans may be incurred on a revolving basis, however, no more than three (3) Utilisation Requests may be made in respect of the Revolving Facility per calendar year.

Lenders’ participation

Right of cancellation in relation to a Defaulting Lender

If any Lender becomes a Defaulting Lender, the Parent may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 10 Business Days’ notice of cancellation of the Available Commitment of that Lender.

On the notice referred to in paragraph (a) above becoming effective, the Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

REPAYMENT AND REDUCTIONS

Scheduled Repayments of the Term Loan Facility and Revolving Facility

Repayment and roll-over of Revolving Facility Loans

the Maturing Revolving Facility Loan shall be deemed to be repaid on the last day of its Interest Period to the extent that the amount of the New Revolving Facility Loan is equal to or greater than the amount of the Maturing Revolving Facility Loan; and

to that extent, the amount of the New Revolving Facility Loan shall be deemed to have been credited to the account of the Borrower, and the Lenders shall only be obliged to make available an amount equal to the amount by which amount the New Revolving Facility Loan exceeds the Maturing Revolving Facility Loan.

Other scheduled repayments

Without prejudice to Clause 6.1 ( Scheduled Repayments of the Term Loan Facility and Revolving Facility ) and Clause 6.2 ( Repayment and roll-over of Revolving Facility Loans ), the Borrower shall repay the Term Loan Facility:

on or before the Effective Time, in an amount equal to the proportionate share of USD 100,000,000 that relates to the amount of principal outstanding under the Facilities as a proportion of the amount of principal outstanding under the SDLP Facilities on such date;

on the date falling six (6) months after the Effective Time, in an amount equal to the proportionate share of USD 25,000,000 that relates to the amount of principal outstanding under the Facilities as a proportion of the amount of principal outstanding under the SDLP Facilities on such date; and

on the date falling twelve (12) months after the Effective Time, in an amount equal to the proportionate share of USD 25,000,000 that relates to the amount of principal outstanding under the Facilities as a proportion of the amount of principal outstanding under the SDLP Facilities on such date.

Any repayment under this Clause 6.3 shall be applied towards the Term Loan Facility and reduce the amount to be repaid under the Term Loan Facility on the Final Maturity Date in a corresponding amount to any such repayment.

Following a repayment made under this Clause 6.3 the relevant Commitments shall be cancelled and reduced in a corresponding amount to any such repayment.

Final repayment

Amended Repayment Schedule

VOLUNTARY PREPAYMENT AND CANCELLATION

Voluntary prepayment

Voluntary cancellation

Terms and conditions for voluntary prepayments and cancellation

Irrevocable notice

The Borrower may not prepay or cancel all or part of the Loans except as expressly provided in this Agreement or in accordance with the terms of the Intercreditor Agreement.

Any notice of prepayment or cancellation by the Borrower under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date upon which the prepayment or cancellation is to be made and the amount of the prepayment or cancellation.

Additional payments

Upon any reduction/cancellation of the Commitments under this Clause 7, the Borrower shall repay the Loans by an amount sufficient to ensure that the total aggregate amount of the Loans shall constitute no more than the amount of the Available Commitment following the relevant reduction/cancellation, such repayment to be made no later than on the day that the relevant reduction/cancellation becomes effective.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs pursuant to Clause 11.3 ( Break Costs ) below, without premium or penalty.

Time of prepayment and cancellation

No reinstatement

No amount of the Commitments cancelled under this Agreement may subsequently be reinstated. The Borrower may not utilise any part of a Facility which has been cancelled.

Any amount of the Term Loan Facility repaid or prepaid may not be re-borrowed.

Forwarding of notice of prepayment and cancellation

Application

Amended Repayment Schedule

MANDATORY PREPAYMENT AND CANCELLATION

Total Loss or sale

If the Drilling Unit is sold or otherwise is disposed of in whole or in part, or suffers a Total Loss, the Facilities shall be cancelled in full and the Loans outstanding shall be prepaid in full on the Disposal Reduction Date. Following receipt of the outstanding Loans, and subject to closing procedure to be agreed between the Borrower and the Agent (in its sole discretion), the Agent shall be entitled to release (including taking any steps necessary to giving effect to such release) any Security Documents and the release of any relevant Guarantors.

For the purpose of this Clause 8.1( Total Loss or sale ) the following definitions shall apply:

where the Drilling Unit has become a Total Loss, the date which is the earlier of the date when the insurance proceeds are available to the Borrower and one hundred and eighty (180) days after the Drilling Unit became a Total Loss; or

where the Drilling Unit is sold or otherwise disposed of, the date upon which the sale or disposal of the Drilling Unit is completed.

Illegality

that Lender shall promptly notify the Agent upon becoming aware of that event;

the Agent shall promptly notify the Borrower (specifying the obligations the performance of which is thereby rendered unlawful and the law giving rise to the same) upon receipt of notification in accordance with paragraph (a) above;

upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately reduced to zero and cancelled; and

the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period occurring after the Agent has notified the Borrower or, if earlier,

the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

Sanctions

Minimum Market Value

Subject to sub-paragraph (b) below, upon non-compliance with Clause 24.1 ( Minimum Market Value ), the Borrower shall within sixty (60) days after such breach (i) repay and/or reduce (as applicable) the Facilities in accordance with Clause 8.6 (Terms and conditions for mandatory prepayments and cancellation) or (ii) post additional collateral satisfactory to the Lenders (it being understood that cash collateral comprising of USD shall be deemed satisfactory and shall be valued at par), in an amount equal to the amount which is required for the Borrower to become compliant with Clause 24.1 ( Minimum Market Value ) again.

The application of sub-paragraph (a) above has been waived by the Finance Parties up until the Final Maturity Date and the provisions of sub-paragraph (a) above are therefore suspended until the Final Maturity Date.

Change of control

If:

any person, other than the Seadrill Entity, or group of persons acting in concert, obtains more than fifty per cent (50%) of the voting rights or share capital or otherwise control the appointment of members of the board of directors of the Parent, unless the new controlling shareholder(s) is/are acceptable to the Agent (on behalf of the Lenders); or

Hemen Holding Limited (and/or one or more companies controlled more than fifty per cent (50%) by the John Fredriksen Family) ceases to own a minimum of twenty per cent (20%) or more of the voting rights or share capital or otherwise control the appointment of members of the board of directors of the Seadrill Entity, unless a prior written consent from the Agent (on behalf of the Lenders) has been given,

To the extent that any change of control provision relating to Hemen Holding Limited’s minimum ownership in the voting rights or share capital or its ability to otherwise control of the appointment of members of the board of directors of the Seadrill Entity contained in the Tellus Facility Agreement is amended, waived, deleted or no longer in effect on the SDRL Restructuring Completion Date, with

effect from the SDRL Restructuring Completion Date, this Clause 8.5 shall be deemed to be automatically amended to reflect such amended, waived, deleted or no longer in effect provision.

For the purpose of this Clause 8.5 the following definition shall apply:

Terms and conditions for mandatory prepayments and cancellation

Application

Unless otherwise specified in this Clause 8, all mandatory prepayments and/or cancellations (as the case may be) made under this Clause 8 shall be applied pro rata between the Facilities, and for the Term Loan Facility, pro rata against the scheduled repayments.

Upon any such prepayments and/or cancellations, the Agent shall, if applicable, replace Schedule 8 ( Repayments ) with an amended and new repayment schedule reflecting the correct scheduled amounts and provide a copy to the Borrower and the Lenders thereof.

Additional payments

Upon any reduction/cancellation of the Commitments under this Clause 8, the Borrower shall repay the Loans outstanding by an amount sufficient to ensure that the total aggregate amount of the Loans shall constitute no more than the amount of the Available Commitment following the relevant reduction/cancellation, such repayment to be made no later than on the day that the relevant reduction/cancellation becomes effective. Any such prepayments shall be applied pro rata between the Lenders.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs pursuant to Clause 11.3 ( Break Costs ) below, without premium or penalty.

No reinstatement

Forwarding of notice of prepayment and cancellation

INTEREST

Calculation of interest

The rate of interest for the Loan for each Interest Period is the percentage rate per annum which is the aggregate of:

the Applicable Margin; and

LIBOR.

Effective interest pursuant to the Norwegian Financial Agreement Act of 1999 No. 46 has been calculated by the Agent as set out in a separate notice from the Agent to the Borrower.

Payment of interest

Default interest

Notification of rates of interest

INTEREST PERIODS

Selection of Interest Periods

The Borrower may, subject to (d) and (e) below, select an Interest Period for a Loan in a Utilisation Request or in a Selection Notice.

Each Utilisation Request and Selection Notice is irrevocable and must be received by the Agent not later than 11:00 a.m. (Oslo time) three (3) Business Days before the commencement of that Interest Period.

If the Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph (a) above, the relevant Interest Period will be three (3) months.

For the Term Loan Facility, the Borrower may select an Interest Period of one (1), three (3) or six (6) months, or such other period agreed between the Borrower and the Agent (on behalf of all the Lenders), provided that not more than three (3) one (1) month Interest Periods may be selected during a calendar year.

For the Revolving Facility, the Borrower may select an Interest Period of three (3) or six (6) months, or any other period as may be agreed between the Borrower and the Agent (on behalf of all the Lenders).

An Interest Period for a Loan shall not extend beyond the Final Maturity Date, but shall be shortened so that it ends on the Final Maturity Date.

Each Interest Period for a Loan shall start on the relevant Utilisation Date or (if already made) on the last day of its preceding Interest Period.

Non-Business Day

Notification of Interest Periods

CHANGES TO THE CALCULATION OF INTEREST

Market disruption

If a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the rate of interest on each Lender’s share of the Loan for the Interest Period shall be the rate per annum which is the sum of:

the Applicable Margin; and

the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Loan from whatever source it may reasonably select.

In this Agreement, “ Market Disruption Event ” means:

at or about 11:00 a.m. (London time) on the Quotation Day for the relevant Interest Period LIBOR is not available; or

before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in the Loan exceed fifty per cent (50%) of the Loan) that the cost to it or them of obtaining matching deposits in the London interbank market would be in excess of LIBOR.

Alternative basis of interest or funding

Break Costs

The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or

Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Cost for any Interest Period in which they accrue.

FEES

Commitment fee

Other fees

TAX GROSS-UP AND INDEMNITIES

Taxes

No withholding

Tax gross-up

The relevant Obligor shall promptly upon becoming aware that it must make a Tax Deduction or withholding (or that there is any change in the rate or the basis of a Tax Deduction or withholding) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and that Lender.

If a Tax Deduction or withholding is required by law to be made by an Obligor:

the amount of the payment due from the Obligor shall be increased to an amount which (after making any Tax Deduction or withholding) leaves an amount equal to the payment which would have been due if no Tax Deduction or withholding had been required; and

the Obligor shall make that Tax Deduction or withholding within the time allowed and in the minimum amount required by law.

Within thirty (30) days of making either a Tax Deduction or withholding or any payment required in connection with that Tax Deduction or withholding, the Obligor shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction or withholding has been made and (as applicable) any appropriate payment paid to the relevant taxing authority.

Tax indemnity

VAT

FATCA Information

Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party; and

supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA.

If a Party confirms to another Party pursuant to 13.4(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

Paragraph (a) above shall not oblige any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (b) above applies), then:

if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and

if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%,

FATCA Deduction and gross-up by Obligor

If an Obligor is required to make a FATCA Deduction, that Obligor shall make that FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.

If a FATCA Deduction is required to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.

The Parent shall promptly upon becoming aware that an Obligor must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction) notify the Agent accordingly. Similarly, a Finance Party shall notify the Agent on becoming so aware in respect of a payment payable to that Finance Party. If the Agent receives such notification from a Finance Party it shall notify the Parent and that Obligor.

Within thirty (30) days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Obligor making that FATCA Deduction or payment shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental and taxation authority.

FATCA Deduction by a Finance Party

Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Agent.

If the Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 30.2 ( Distributions by the Agent ) which relates to a payment by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after the Agent has made such FATCA Deduction), leaves the Agent with an amount equal to the payment which would have been made by the Agent if no FATCA Deduction had been required. The Agent will not be obliged to pay or advance such amount before actually receiving the increased amount from the relevant Obligor.

The Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 30.2 ( Distributions by the Agent ) which relates to a payment by an Obligor (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the relevant Obligor and the relevant Finance Party.

An Obligor shall (within three (3) Business Days of demand by the Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above.

A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

INCREASED COSTS

Increased Costs

Subject to Clause 14.2 ( Exceptions ), the Borrower shall, upon demand from the Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law, regulation or treaty or any directive of any monetary authority (whether or not having the force of law) (including, but not limited to any laws and regulations implementing new or modified capital adequacy requirements) or (ii) compliance with any law or regulation made after the Closing Date.

In this Agreement, the term “Increased Costs” means:

a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

A Finance Party intending to make a claim pursuant to this Clause 14.1 shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower. Each Finance Party shall as soon as practicable after a demand by the Agent, provide a confirmation showing the amount of its Increased Costs.

Exceptions

attributable to a Tax Deduction or withholding required by law to be made by the Borrower, and compensated for by Clause 13.1.2 ( Tax gross-up ) or Clause 13.2 ( Tax Indemnity );

attributable to a FATCA Deduction required to be made by an Obligor or a Finance Party, and compensated for by Clause 13.6(b) or Clause 13.6(d); or

attributable to gross negligence or the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

OTHER INDEMNITIES

Currency indemnity

If any sum due from an Obligor under the Finance Documents (a “ Sum ”), or any order, judgement or award given or made in relation to a Sum, has to be converted from the currency (the “ First Currency ”) in which that Sum is payable into another currency (the “ Second Currency ”) for the purpose of:

making or filing a claim or proof against the Borrower; or

obtaining or enforcing an order, judgement or award in relation to any litigation or arbitration proceedings,

Each of the Obligors waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable.

Other indemnities

the occurrence of any Event of Default;

any Environmental Claim;

a failure by an Obligor to pay any amount due under the Finance Documents on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 ( Sharing among the Finance Parties );

the funding, or making arrangements to fund, its participation in the Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or gross negligence or wilful misconduct by that Lender alone); or

a Loan (or part thereof) not being prepaid in accordance with a notice of prepayment given by the Borrower.

Indemnity to the Finance Parties

investigating any event which it reasonably believes is a possible Event of Default; or

acting or verifying any notice, request or instruction which it reasonably believes to be genuine, correct or appropriately authorised.

MITIGATION BY THE LENDERS

Mitigation

Without in any way limiting the obligations of the Borrower hereunder, each Finance Party shall, in consultation with the Borrower, take all reasonable steps for a period of fifteen (15) Business Days to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of:

Clause 8.2 ( Illegality );

Clause 13 ( Tax gross-up and indemnities ); and

Clause 14 ( Increased Costs ),

A Finance Party is not obliged to take any steps under this Clause 16.1 if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

Replacement of a Lender

The Borrower shall have the right, in the absence of a Default or Event of Default, to replace any Lender that charges a material amount in excess of that being charged by the other Lenders with respect to contingencies described in:

Clause 13 ( Tax gross-up and indemnities ); and /or

Clause 14 ( Increased Costs ).

If any Lender becomes a Defaulting Lender, then the Parent may, on 5 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer its rights and obligations under this Agreement to a replacement lender (a “ Replacement Lender ”) in accordance with Clause 26.3 ( Assignment and transfers by the Lenders ), and subject to the following conditions:

the Parent shall have no right to replace the Agent;

neither the Agent nor the Defaulting Lender shall have any obligation to the Parent to find a Replacement Lender;

the transfer must take place no later than 14 days after the notice referred to in this Clause 16.2.2;

in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and

the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to this Clause 16.2.2 once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer to the Replacement Lender.

The Defaulting Lender shall perform the checks described in Clause 16.2.2 (e) above as soon as reasonably practicable following delivery of a notice referred to in Clause 16.2.2 above and shall notify the Agent and the Parent when it is satisfied that it has complied with those checks.

Indemnity

COSTS AND EXPENSES

Transaction expenses

this Agreement and any other documents referred to in this Agreement; and

any other Finance Documents executed after the date of this Agreement.

Amendment and enforcement costs, etc.

the granting of any release, waiver or consent under the Finance Documents;

any amendment or variation of any of the Finance Documents; and/or

the preservation, protection, enforcement or maintenance of, or attempt to preserve or enforce, any of the rights of the Finance Parties under the Finance Documents.

GUARANTEE AND INDEMNITY

Guarantee and indemnity

guarantees to each Finance Party, as and for its own debt and not merely as surety, the due and punctual observance and performance by each Obligor of all of that Obligor’s obligations under the Finance Documents;

undertakes with each Finance Party that whenever an Obligor does not pay any amount when due under or in connection with any Finance Document, such Guarantor shall immediately on demand by the Agent pay that amount as if it were the principal obligor; and

undertakes to indemnify each Finance Party immediately on first demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by such Guarantor is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Continuing guarantee

Maximum liability

Number of claims

Survival of Guarantor’s liability

any time, waiver, consent, forbearance or other indulgence given or agreed by the Finance Parties with any Obligor in respect of any of the Obligor’s obligations under the Finance Documents;

any defence, legal limitation, disability or incapacity of any Obligor related to the Finance Documents;

any amendments to or variations of the Finance Documents agreed by the Finance Parties with any Obligor;

the liquidation, bankruptcy or dissolution (or proceedings analogous thereto) of any Obligor; or

any other circumstance which might otherwise constitute a defence available to, or discharge of, a Guarantor.

Waiver of rights

§ 63 (1) – (2) (to be notified of any Event of Default hereunder and to be kept informed thereof);

§ 63 (3) (to be notified of any extension granted to the Borrower in payment of principal and/or interest);

§ 63 (4) (to be notified of the Borrower’s bankruptcy proceedings or debt reorganisation proceedings and/or any application for the latter);

§ 65 (3) (that the consent of a Guarantor is required for the Guarantor to be bound by amendments to the Finance Documents that may be detrimental to its interest);

§ 67 (2) (about reduction of a Guarantor’s liabilities hereunder since no such reduction shall apply as long as any amount is outstanding under the Finance Documents);

§ 67 (4) (that a Guarantor’s liabilities hereunder shall lapse after ten (10) years, as that Guarantor shall remain liable hereunder as long as any amount is outstanding under any of the Finance Documents);

§ 70 (as no Guarantor shall have any right of subrogation into the rights of the Finance Parties under the Finance Documents until and unless the Finance Parties shall have received all amounts due or to become due to them under the Finance Documents);

§ 71 (as the Finance Parties shall have no liability first to make demand upon or seek to enforce remedies against the Borrower or any other security provided in respect of the Borrower’s liabilities under the Finance Documents before demanding payment under or seeking to enforce the Guarantee Obligations of a Guarantor hereunder);

§ 72 (as all interest and default interest due under any of the Finance Documents shall be secured by the Guarantee Obligations of a Guarantor hereunder);

§ 73 (1) – (2) (as all costs and expenses related to an Event of Default under this Agreement shall be secured by the Guarantee Obligations of a Guarantor hereunder); and

§ 74 (1) – (2) (as a Guarantor shall not make any claim against the Borrower for payment until and unless the Finance Parties first shall have received all amounts due or to become due to them under the Finance Documents).

Deferral of Guarantor’s rights

following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to that Guarantor from any Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;

if an Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;

if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and

the Guarantors have not taken nor will they take from any Obligor any Security Interest whatsoever for the moneys hereby guaranteed.

Enforcement

No Finance Party shall be obliged before taking steps to enforce the Guarantee Obligations of any of the Guarantors under this Agreement:

to obtain judgement against any Obligor or any third party in any court or other tribunal;

to make or file any claim in a bankruptcy or liquidation of any Obligor or any third party; or

to take any action whatsoever against any Obligor or any third party under the Finance Documents, except giving notice of any payment due hereunder,

Any release, discharge or settlement between a Guarantor and the Finance Parties (or any of them) in relation to any Finance Document shall be conditional upon no payment made by the Borrower to the Finance Parties hereunder or thereunder being void, set aside or ordered to be refunded pursuant to any enactment or law relating to breach of duty by any person, bankruptcy, liquidation, administration, protection from creditors generally or insolvency or for any other reason whatsoever. If any payment is void or at any time so set aside or ordered to be refunded, the Finance Parties shall be entitled subsequently to enforce the Guarantee Obligations of a Guarantor hereunder as if such release, discharge or settlement had not occurred and any such payment had not been made.

Additional security

Limitation of Guarantee Obligations

Notwithstanding any other provision of this Clause 18, and without limiting the generality of the foregoing, the guarantee, indemnity and other obligations of each Guarantor hereunder shall extend to all amounts that constitute part of the Guarantee Obligations and would be owed by any other Obligor to any Finance Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving such other Obligor.

Each Guarantor, and by its acceptance of this Agreement, each Finance Party, hereby confirms that it is the intention of all parties that this Agreement and the obligations of each Guarantor hereunder do not constitute a fraudulent transfer or conveyance for purpose of Insolvency Laws (as hereafter defined), any fraudulent conveyance act, fraudulent transfer act or any similar foreign law to the extent applicable to this Agreement and the obligations of the Guarantor hereunder. To effectuate the foregoing intention, the Finance Parties and each Guarantor hereby irrevocably agree that the obligations of each Guarantor under this Agreement and the other Finance Documents to which it is a party at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor hereunder and thereunder not constituting a fraudulent transfer or conveyance. For the purpose hereof, “ Insolvency Law ” means the law described in this paragraph or any law relating to any proceeding of the type referred to in Clause 25.6 ( Insolvency ) and Clause 25.7 ( Insolvency proceeding ) of this Agreement or any similar foreign law for the relief of debtors applicable to such Obligor.

Contribution Agreement

SECURITY

First Ranking Security

The Obligors’ obligations and liabilities under the Finance Documents, including (without limitation) the Borrower’s obligation to repay the Facilities together with all unpaid interest, default interest, commissions, charges, expenses and any other derived liability whatsoever of the Obligors towards the Finance Parties in connection with the Finance Documents (the “ Secured Obligations ”), shall throughout the Security Period, be guaranteed and secured by the guarantees and indemnities granted by the Guarantors and the Borrower pursuant to Clause 18 ( Guarantee and Indemnity ) and:

the Mortgage (including any deeds of covenants), subject to contractually agreed Quiet Enjoyment Letters (where required under a drilling contract with a third party);

the Assignment of Earnings;

the Assignment of Insurances;

the Account Charge; and

the Share Charges.

Subject to paragraph (c) below, each of the Obligors undertakes to ensure that the above First Ranking Security Documents are duly executed by the parties thereto in favour of the Agent (on behalf of the Finance Parties) in form and substance satisfactory to the Agent (on behalf of the Finance Parties) in accordance with Clause 4 ( Conditions Precedent ), legally valid and in full force and effect with first priority, and to execute or procure the execution of such further documentation (in form and substance satisfactory to the Agent (on behalf of the Finance Parties)) as the Agent may reasonably require in order for the relevant Finance Parties to maintain the security position envisaged under this Clause 19.1 ( First Ranking Security ).

In relation to the obligation to provide the Assignment of Earnings it is understood that the Lenders agree only to require that “commercially best efforts” are applied by the relevant Obligors in obtaining (a) a first priority security interest over all earnings in respect of charter parties with independent third parties and (b) any acknowledgement from any independent third parties of any such Security Interest.

Each Hedge Counterparty hereby declares and agrees that;

its rights under the First Ranking Security Documents in relation to any Secured Hedging Agreement shall always be subordinated to and rank in priority behind the rights of the other Finance Parties; and

it shall not take any action to enforce any of its rights under any First Ranking Security Documents unless and until all monies outstanding to the other Finance Parties have been fully and irrevocably paid and discharged in full and no Commitment is longer in force.

The Agent shall notify the Lenders upon receipt of any written notice from a Hedge Counterparty of any agreement being designated as a Hedging Agreement for the purpose of this Agreement.

Second Ranking Security

The Secured Obligations shall at all times be secured by the Security contemplated under the Second Ranking Security Documents in favour of the Common Security Agent as security for the SDLP Facilities pursuant to the terms of the Intercreditor Agreement.

Each of the relevant Obligors undertakes to ensure and/or procure that the Second Ranking Security Documents are being duly executed by the parties thereto in favour of the Common Security Agent in form and substance satisfactory to the Common Security Agent (on behalf of the SDLP Finance Parties), legally valid and in full force and effect with second priority, and to execute or procure the execution of such further documentation as the Common Security Agent may reasonably require in order for the relevant Common Security Agent to maintain the security position envisaged under this Clause 19.2 ( Second Ranking Security ).

REPRESENTATIONS AND WARRANTIES

Status

Binding obligations

Subject to (b) below, the Finance Documents to which any Obligors are a party constitute legal, valid, binding and enforceable obligations, and each Security Document creates the security interests which that Security Document purports to create and those security interests are legal, valid, binding and enforceable with its intended priority and no registration, filing, payment of tax or fees or other formalities are necessary or desired to render the Finance Documents enforceable in accordance with their terms against the Obligors, save for any UCC (Uniform Commercial Code) filings or the registration of the Mortgage with the relevant Ship Registry which shall be completed on or before the Utilisation Date of the Facility (and the registration of the relevant Security Documents (if any) with the relevant Company Register of the Obligors which shall be completed within the applicable time limit in each relevant jurisdiction).

Finance Documents which according to this Agreement are not deemed to be delivered until the relevant Utilisation Date, will be in compliance with (a) above from that Utilisation Date.

No conflict with other obligations

any law or regulation or any order or decree of any judicial or official agency or court;

any constitutional documents of such Obligor; or

any Charter Contract or any agreement or document to which it is a party or by which it is bound.

Power and authority

Authorisations and consents

Taxes

No default

No Event of Default, Default or any prepayment event pursuant to Clause 8 ( Mandatory Prepayment and Cancellation ) is existing or might reasonably be expected to result from the making of the Utilisation or the entry into and performance of or any transaction contemplated by any of the Finance Documents.

No other event or circumstance is outstanding which (in the reasonable opinion of the Agent or the Required Majority) constitutes a default or (with the expiry of a grace period, giving of notice or the making of any determination or the fulfilment of any other applicable conditions or any combination of the foregoing) might constitute a default under any Charter Contract, Intra-Group Charterparty, other agreement or instrument which is binding on it or any of its Subsidiaries (if any) or to which its (or any of its Subsidiaries’ (if any)) assets are subject and which has or might have a Material Adverse Effect.

No misleading information

Original Financial Statements

Complete and correct . The Original Financial Statements and the financial information most recently delivered to the Agent or the Lenders pursuant to Clause 21 ( Information Undertakings ), save as disclosed to an Exchange where the Parent is listed, fairly and accurately represent the assets, liabilities and the financial condition of the Obligors and their respective Subsidiaries at the day that they were drawn up and have been prepared in accordance with the Accounting Principles consistently applied.

No undisclosed liabilities . As of the later of the date of the Original Financial Statements and the financial information most recently delivered to the Agent or the Lenders pursuant to Clause 21 ( Information Undertakings ), none of the Obligors or any of their Subsidiaries had any material liabilities, direct or indirect, actual or contingent, and there is no material, unrealised or anticipated losses from any unfavourable commitments not disclosed by or reserved against in the Original Financial Statements, the most recent delivered financial information or in the notes thereto (save as disclosed to an Exchange).

No material change . Since the later of the date of the Original Financial Statements and the financial information most recently delivered to the Agent or the Lenders pursuant to Clause 21 ( Information Undertakings ), there has been no material adverse change in the business, operations, assets or condition (financial or otherwise) of any Obligor or its Subsidiaries which might have a Material Adverse Effect.

Pari passu ranking

No proceedings pending or threatened

No existing Security Interest

No immunity

No winding-up

No breach of laws

It has not (and none of its Subsidiaries have) breached any law or regulation which breach (in the opinion of the Agent or the Required Majority) has or is reasonably likely to have a Material Adverse Effect.

No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any member of the Group which have or are reasonably likely to have a Material Adverse Effect.

Environmental laws

Each Obligor is in compliance with Clause 23.3 ( Environmental Compliance ) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which (in the opinion of the Agent or the Required Majority) has or is reasonably likely to have a Material Adverse Effect.

No Environmental Claim and no other event or circumstances is outstanding which (with the expiry of a grace period, giving of notice or the making of any determination or the fulfilment of any other applicable conditions or any combination of the foregoing) might constitute an Environmental Claim has been commenced or is pending (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Group where that claim has or is reasonably likely, if determined against that member of the Group, which (in the opinion of the Agent or the Required Majority) have or are reasonably likely to have a Material Adverse Effect.

Ownership

Seadrill Operating owns one hundred per cent (100%) of the shares and ownership interests (directly) in the Borrower.

The Parent is the direct or indirect owner of all the shares in any company which may become an Intra-Group Charterer.

The Drilling Unit

in the absolute ownership of the Borrower, free and clear of all encumbrances (other than current crew wages and the relevant Mortgage) and, the Borrower will be the sole, legal and beneficial owner of the Drilling Unit;

registered in the name of the Borrower as described in Schedule 3 ( The Drilling Unit ) with a Ship Registry;

operationally seaworthy in every way and fit for service, including, but not limited to, service under any Charter Contract; and

classed with a classification society acceptable to the Required Majority, free of all overdue requirements and recommendations.

No money laundering

Corrupt practices

Sanctions

has breached any Sanctions;

is a Restricted Party; or

has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions.

FATCA

Non-Conflict

Repetition

on the date of a Utilisation Request;

on each Utilisation Date;

on the first day of each Interest Period; and

in each Compliance Certificate forwarded to the Agent pursuant to Clause 21.2 ( Compliance Certificate ) (or, if no such Compliance Certificate is forwarded, on each day such certificate should have been forwarded to the Agent at the latest).

INFORMATION UNDERTAKINGS

Financial statements

The Parent shall supply to the Agent in sufficient copies for all of the Lenders as soon as reasonable practicable, but in any event within one hundred and eighty (180) days after the end of each financial year, the audited annual consolidated accounts of the Group, and, if requested by the Agent (acting on behalf of the Lenders), the Borrower’s unaudited annual financial statements for that financial year, signed by an authorised officer.

The Parent shall provide to the Agent as soon as reasonable practicable, but in any event within seventy (70) days after each relevant Quarter Date, the unaudited consolidated accounts of the Group for that financial quarter and, if requested by the Agent (acting on behalf of the Lenders), the Borrower’s unaudited annual financial statements for that financial quarter.

The Parent shall provide to the Agent as soon as reasonably practicable and in any event within seventy (70) days after each Quarter Date, copies of the Group’s consolidated Cash Flow Projections for the following three (3) calendar years after such dates.

The Obligors shall supply to the Agent as soon as reasonably practical any other information in respect of the business, properties or condition, financial or otherwise, of the Obligors or any of their Subsidiaries as the Agent or any of the Lenders may from time to time reasonably request.

Compliance Certificate

Requirements as to financial statements

The Parent shall procure that each set of financial statements delivered pursuant to Clause 21.1 ( Financial statements ) consist of balance sheets and profit and loss statements is prepared using Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for each of the Obligors, as the case may be, unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in Accounting Principles, the accounting practices or reference periods and its Auditors deliver to the Agent:

a description of any change necessary for those financial statements to reflect Accounting Principles, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 ( Financial Covenants ) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

Information - miscellaneous

promptly upon becoming aware of them, the details of:

any breach of material contracts (including rig building contracts and charter contracts) or any material litigation, judgment, order, injunction, restraint, arbitration or administrative proceedings which is current, threatened, alleged or pending against any of the Obligors or any member of the Group; and

any changes to the senior management of (A) the Parent or (B) any member of the Group where the change of senior management concerned is of material significance to the Group as a whole;

all documents dispatched by the Parent (and by each of the Obligors, to the extent requested by the Agent) to its shareholders, or to or from its creditors generally at the same time as they are dispatched;

immediately upon becoming aware of them; breaches of contracts, the details of any litigation, judgment, order, injunction, restraint, arbitration or administrative proceedings which are current, threatened, alleged or pending against any of the Obligors and which (in the opinion of the Agent or the Required Majority) might, if adversely determined, be reasonably expected to have a Material Adverse Effect;

immediately such further information regarding the business, properties, conditions, assets and operations (financial or otherwise) of the Obligors and its Subsidiaries as any Finance Party (through the Agent) may reasonably request;

all filings with or reports forwarded to any Exchange; and

such updates of forecasts as the Agent may reasonably request.

Notification of default

Notification of Environmental Claims

if any material Environmental Claim has been commenced or (to the best of the Obligors’ knowledge and belief) is threatened against any of the Obligors or the Drilling Unit; and

of any incident, event, fact or circumstances which will or are reasonably likely to result in any material Environmental Claim being commenced or threatened against any of the Obligors or the Drilling Unit.

Information of new contracts

The Parent shall provide the Agent with information on any new employment contract in respect the Drilling Unit five (5) days prior to entering into any such contract.

If required by the Agent, the Parent shall procure that a Contract Memo for any new employment contract in respect of the Drilling Unit is sent to the Agent.

Use of websites

The Obligors may satisfy its obligations under this Agreement to deliver any information to the Lenders by posting this information onto an electronic website designated by the Parent and the Agent (the “ Designated Website ”).

The Parent shall promptly upon becoming aware of its occurrence notify the Agent if:

the Designated Website cannot be accessed due to technical failure;

any password specifications for the Designated Website change;

any new information which is required to be provided under this Agreement is posted onto the Designated Website;

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

the Parent becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Parent notifies the Agent under paragraph (b)(i) or paragraph (b)(v) above, all information to be provided by the Parent under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent is satisfied that the circumstances giving rise to the notification are no longer continuing.

“Know your customer” checks

If:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

any change in the status of an Obligor, the composition of the shareholders of an Obligor or a shareholder’s participation in an Obligor (to the extent the number of shares such shareholder holds rises above 25 per cent. (25%) of the total number of shares) after the date of this Agreement; or

a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent and the Lenders to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

FINANCIAL COVENANTS

Minimum Liquidity

the Minimum Group Liquidity shall not fall below USD 150,000,000; and

the Minimum Non-TLB SDLP Obligor Group Liquidity shall not fall below USD 25,000,000, stepping up to USD 50,000,000 upon the earlier to occur of:

a final, non-appealable judgement of an English court being given, or a binding settlement being reached, in respect of the USD 277,000,000 West Leo litigation with Tullow plc in favour of Seadrill Ghana and, in either case, receipt by Seadrill Ghana of the full amount of (in the case of such final, non-appealable judgement) any amount awarded or (in case of such settlement) any settlement amount agreed to be paid to Seadrill Ghana; and

31 December 2018,

Combined Senior Secured Net Leverage Ratio – TLB Covenant

The Parent shall procure that:

the TLB Rigs Combined Senior Secured Net Leverage Ratio will not exceed 5.00:1.00 as of the last day of any fiscal quarter (commencing with the fiscal quarter ending 30 June 2017); and

the Non-TLB Rigs Combined Senior Secured Net Leverage Ratio will not exceed as of the last day of any fiscal quarter ending on a date:

from and including the Effective Time until and including 30 June 2019, 3.50:1.00; and

from and including 1 July 2019 until the Final Maturity Date, 3.00:1.00.

For the purposes of this Clause 22.2, all capitalised terms used in this Clause, other than the “Parent”, shall have the meaning given to the term in Schedule 9 ( Senior Secured Net Leverage Ratio – Definitions ) and shall be construed and interpreted when they are used in this Clause (and only for this purpose) in accordance with the law of the State of New York.

Financial testing

GENERAL UNDERTAKINGS

Authorisations etc.

obtain, comply and do all that is necessary to maintain in full force and effect; and

supply certified copies to the Agent (if so requested) of,

Compliance with laws and sanctions

Each of the Obligors shall, and shall procure that each member of the Group will, comply in all respects with all laws and regulations and constitutional documents to which it and the Drilling Unit may be subject, where failure to do so, in the opinion of the Agent or the Required Majority, has or is reasonably likely to have a Material Adverse Effect.

Each of the Obligors shall, and shall procure that each member of the Group will, comply in all respects with Sanctions, including, but not limited to laws, regulations and executive orders relating to the U.S. economic embargoes of countries, entities or individuals as administered by the Treasury Department, Office of Foreign Assets Control, and in the event of non-compliance, the Borrower shall prepay in accordance with Clause 8.3 ( Sanctions ).

Environmental compliance

comply with all Environmental Law;

obtain, maintain and ensure compliance with all requisite Environmental Approvals; and

implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

Taxation

Each Obligor shall (and the Parent shall ensure that each member of the Group will) pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

such payment is being contested in good faith;

adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under Clause 21.1 ( Financial statements ); and