NEW SDRL LTD. (Form: F-1, Received: 04/26/2018 16:26:05)

Dated: April 16, 2018

SEADRILL LIMITED

on behalf of itself and all other Debtors

/s/ Mark Morris

Mark Morris

Chief Financial Officer

Seadrill Management Ltd.

As filed with the Securities and Exchange Commission on April 26, 2018

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

New SDRL Limited

(Exact name of registrant as specified in its charter)

Bermuda

1381

N/A

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

Par-la-Ville Place, 4th Floor,

14 Par-la-Ville Road, Hamilton HM 08, Bermuda

Tel: +1 (441) 295-9500

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Georgina Sousa

Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda

Tel: +1 (441) 295-9500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Dennis M. Myers, P.C.

Wayne E. Williams

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed maximum offering price per common share	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Common shares, par value $0.10 per common share	82,210,000	$20.00	$1,624,200,000	$202,212.90

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

(NOT PART OF THE PROSPECTUS)

This registration statement on Form F-1 relates to the proposed resale of common shares of New SDRL Limited, a company incorporated under the Laws of Bermuda with registration number 53439, which we refer to as New Seadrill, by the selling shareholders to be set forth herein. On September 12, 2017, Seadrill Limited, a company incorporated under the Laws of Bermuda with registration number 36832, which we refer to as Seadrill, and certain of its subsidiaries, which we refer to, along with Seadrill, as the “Debtors,” filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas Victoria Division, which we refer to as the “Bankruptcy Court.” On February 26, 2018, the Debtors filed a proposed Second Amended Joint Chapter 11 Plan of Reorganization with the Bankruptcy Court and on April 17, 2018 the Bankruptcy Court entered an order confirming the Second Amended Joint Chapter 11 Plan (as modified) of Reorganization, as amended and supplemented. We refer to the Second Amended Joint Chapter 11 Plan (as modified) of Reorganization, in the form confirmed by the Bankruptcy Court, as the “Plan.” Under the Plan and the terms of an investment agreement, dated September 12, 2017, by and among Seadrill, certain of its subsidiaries and certain commitment parties thereunder, as amended on October 12, 2017 and February 26, 2018, which we refer to as the “Investment Agreement,” and the transactions contemplated therein, the commitment parties to the Investment Agreement will be issued certain New Seadrill common shares and will purchase certain common shares of New Seadrill. New Seadrill has agreed to register its common shares for resale by the commitment parties, as selling shareholders, to be set forth herein pursuant to a registration rights agreement, dated April 17, 2018, by and among New Seadrill and such commitment parties thereof (the “Registration Rights Agreement”). See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

The Plan contemplates that New Seadrill will ultimately serve as the parent holding company for Seadrill after its and the other Debtors’ emergence from bankruptcy. New Seadrill was initially formed as a wholly-owned subsidiary of Seadrill and will not have conducted any material operations prior to the effective date of the Plan. As part of the Debtors’ emergence from bankruptcy, the economic interests in the existing shares of Seadrill will be extinguished, Seadrill will be dissolved under Bermuda law, and common shares of New Seadrill will be issued to the parties entitled thereto under the Plan and under the Investment Agreement. As part of a concurrent corporate reorganization, New Seadrill will become the ultimate parent company of Seadrill’s current subsidiaries. The timing of this reorganization is dependent upon the date the Plan becomes effective. Since New Seadrill will seek to have this registration statement become effective as soon as reasonably practicable following the effectiveness of the Plan, this registration statement is drafted in many respects as though the reorganization has already taken place. Therefore, except as otherwise noted or suggested by the context, all information contained in this registration statement relates to New Seadrill and its subsidiaries following the effectiveness of, and after giving effect to the other transactions contemplated by, the Plan, including the reorganization transactions that will cause New Seadrill to be the ultimate parent of Seadrill’s current subsidiaries, after giving effect to the corporate reorganization described herein.

In addition, the financial information set forth in this registration statement, unless otherwise expressly set forth or as the context otherwise indicates, reflects the historical consolidated results of operations and financial condition of Seadrill and its consolidated subsidiaries for the periods presented. That historical financial information does not reflect, among other things, any effects of the transactions contemplated by the Plan or any fresh start accounting, which New Seadrill currently contemplates adopting upon the Debtors’ emergence from bankruptcy. Thus, such financial information may not be representative of New Seadrill’s performance or financial condition after the effective date of the Plan.

The information in this prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the Securities and Exchange Commission declares the registration statement effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Subject to completion, dated April 26, 2018

PROSPECTUS

Common Shares

NEW SDRL LIMITED

This prospectus relates to the resale, from time to time, of up to 82,210,000 common shares of New SDRL Limited, being offered by the selling shareholders identified herein. The selling shareholders may sell their shares, from time to time, in one or more offerings, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling shareholders may sell shares in a manner including, but not limited to, regular brokerage transactions, in transactions directly with market makers or investors, in privately negotiated transactions or through agents or underwriters they may select from time to time. See “Plan of Distribution” for more information on the methods of sale that may be used by the selling shareholders.

We are not offering any common shares for sale under this prospectus, and we will not receive any proceeds from the sale of the common shares by the selling shareholders.

Prior to the date of this prospectus, there has been no public market for our common shares. We will apply to have our common shares listed on the New York Stock Exchange under the symbol “SDRL”. We will also apply to have our common shares listed on the Oslo Stock Exchange under the symbol “SDRL”.

Investing in our common shares involves risks. See “ Risk Factors ” beginning on page 7 of this prospectus and other risk factors contained in the documents incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The permission of the Bermuda Monetary Authority (“BMA”) is required, under the provisions of the Exchange Control Act 1972 of Bermuda and related regulations, for all issuances and transfers of shares (which includes the common shares) of Bermuda companies to and/or from a non-resident of Bermuda for exchange control purposes, other than in the case where the BMA has granted a general permission. The BMA, in its notice to the public dated June 1, 2005, has granted a general permission for the issue and subsequent transfer of any securities of a Bermuda company from and/or to a non-resident of Bermuda for exchange control purposes for so long as any “equity securities” of the company (which would include the common shares) are listed on an “appointed shares exchange” (which would include the New York Stock Exchange and the Oslo Stock Exchange). In granting the general permission, the BMA accepts no responsibility for the financial soundness or the correctness of any of the statements made or opinions expressed herein.

The date of this prospectus is , 2018.

TABLE OF CONTENTS


	Page
Prospectus Summary		1
Risk Factors		7
Use of Proceeds		12
Dividend Policy		12
Dilution		12
Capitalization		13
The Reorganization		14
Unaudited Pro Forma Condensed Consolidated Financial Statements		17
Directors, Senior Management and Employees		26
Security Ownership of Certain Beneficial Owners and Management		29
Selling Shareholders		30
Certain Relationships and Related Party Transactions		31
Description of Share Capital		33
Material Federal Income Tax Considerations		47
Plan of Distribution		54
Expenses Related to the Offering		56
Legal Matters		57
Experts		57
Enforceability of Certain Civil Liabilities		57
Where You Can Find More Information		57
Incorporation of Certain Information By Reference		58

ABOUT THIS PROSPECTUS

This prospectus is part of a resale registration statement that we filed with the Securities and Exchange Commission using a “shelf” registration process. The selling shareholders may offer and sell, from time to time, an aggregate of up to 82,210,000 common shares under this prospectus. In some cases, we and the selling shareholders will also be required to provide a prospectus supplement containing specific information about the selling shareholders and the terms on which they are offering and selling our common shares. We may also add, update or change in a prospectus supplement information contained in this prospectus. You should read this prospectus and any accompanying prospectus supplement, and any documents incorporated by reference, as well as any post-effective amendments to the registration statement of which this prospectus is a part, before you make any investment decision. To the extent there is a conflict between the information contained in this prospectus and any applicable prospectus supplement, including the information incorporated by reference, you should rely on the information in the applicable prospectus supplement.

You should rely only on the information contained in this prospectus and any accompanying prospectus supplement, including the information incorporated by reference herein. Neither we nor the selling shareholders have authorized anyone to provide you with information different from that contained in this prospectus or any accompanying prospectus supplement, including the information incorporated by reference herein.

The selling shareholders may only offer to sell, and seek offers to buy, our common shares in jurisdictions where offers and sales are permitted. The information contained in this prospectus speaks only as of the date of this prospectus.

The selling shareholders named herein acquired their shares in accordance with the Second Amended Joint Chapter 11 Plan (as modified) of Reorganization filed by Seadrill Limited, or “Seadrill” as referred to below, and certain of its subsidiaries, which we refer to, together with Seadrill, as the “Debtors,” pursuant to Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) and the terms of an investment agreement, dated September 12, 2017, by and among Seadrill, certain of its subsidiaries and certain commitment parties thereunder, as amended on October 12, 2017 and February 26, 2018, which we refer to as the “Investment Agreement,” and the transactions contemplated therein. On April 17, 2018, the Bankruptcy Court, entered an order confirming the Plan, which is more fully described under “The Reorganization.” We agreed to register for resale, effective as soon as reasonably practicable following the effective date of the Plan, the common shares owned or expected to be owned as of the date of this prospectus or owned in the future by the selling shareholders set forth herein or set forth in the applicable prospectus supplement and in accordance with the terms of the Registration Rights Agreement.

In connection with the Plan, the Debtors were required to prepare projected financial information to demonstrate to the Bankruptcy Court the feasibility of the Plan and the ability of the Debtors to continue operations upon emergence from bankruptcy. These projections are not part of this prospectus and should not be relied upon in connection with any offering of our common shares. The projections were not prepared for the purpose of any offering of our common shares and have not been, and may not be, updated on an ongoing basis. The projections reflected numerous assumptions concerning our anticipated future performance and prevailing and anticipated market and economic conditions at the time they were prepared that were and continue to be beyond our control and that may not materialize. Projections are inherently subject to uncertainties and to a wide variety of significant business, economic and competitive risks, including those risks discussed under “Risk Factors” in this prospectus and other risks described in the Annual Report of Seadrill Limited for the year ended December 31, 2017, filed on Form 20-F with the SEC on April 13, 2018 (the “2017 Annual Report”), which are incorporated by reference in this prospectus. Our actual results will vary from those contemplated by the projections and the variations may be material. As a result, you should not rely upon the projections in deciding whether to invest in our common shares.

As part of the Debtors’ emergence from bankruptcy, the economic interests in the existing shares of Seadrill will be extinguished, Seadrill will be dissolved under Bermuda law, and common shares of New SDRL Limited

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(“New Seadrill”) will be issued to the parties entitled thereto under the Plan and under the Investment Agreement. As part of a concurrent transaction, New Seadrill will become the ultimate parent company of Seadrill’s current subsidiaries, after giving effect to the corporate reorganization described herein. It is anticipated that New Seadrill will be renamed Seadrill Limited on the effective date of the Plan.

New Seadrill has been formed as the parent holding company for Seadrill’s subsidiaries after emergence from bankruptcy. As of the date of this prospectus, New Seadrill has not conducted any material business operations. Accordingly, unless otherwise noted or suggested by context, all historical financial information and accompanying financial statements and corresponding notes to the financial statements, as contained in this prospectus, reflect the actual historical consolidated results of operations and financial condition of Seadrill for the periods presented and do not give effect to the Plan or any of the transactions contemplated thereby or the adoption of “fresh start” accounting. Thus, such historical financial information may not be representative of our performance or financial condition after the effective date of the Plan. Because New Seadrill will continue to own and operate, directly and indirectly, the same business as Seadrill owned and operated prior to emergence from bankruptcy, references herein to “our” historical consolidated financial information (or data derived from such financial information) should be read to refer to the historical financial information of Seadrill.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, or strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including but not limited to:

•

our ability to maintain relationships with suppliers, customers, employees and other third parties as a result of our Chapter 11 filing;

•

our ability to maintain and obtain adequate financing to support our business plans post-emergence from Chapter 11;

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factors related to the offshore drilling market, including changes in oil and gas prices and the state of the global economy on market outlook for our various geographical operating sectors and classes of rigs;

•

supply and demand for drilling units and competitive pressure on utilization rates and dayrates;

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customer contracts, including contract backlog, contract commencements, contract terminations, contract option exercises, contract revenues, contract awards and rig mobilizations;

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the repudiation, nullification, modification or renegotiation of drilling contracts;

•

delays in payments by, or disputes with, our customers under our drilling contracts;

•

fluctuations in the market value of our drilling units and the amount of debt we can incur under certain covenants in our debt financing agreements;

•

the liquidity and adequacy of cash flow for our obligations;

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•

our ability to successfully employ our drilling units;

•

our ability to procure or have access to financing;

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our expected debt levels;

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our ability to comply with certain covenants in our debt financing agreements;

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credit risks of our key customers;

•

political and other uncertainties, including political unrest, risks of terrorist acts, war and civil disturbances, public health threats, piracy, corruption, significant governmental influence over many aspects of local economies, or the seizure, nationalization or expropriation of property or equipment;

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the concentration of our revenues in certain jurisdictions;

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limitations on insurance coverage, such as war risk coverage, in certain areas;

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any inability to repatriate income or capital;

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the operation and maintenance of our drilling units, including complications associated with repairing and replacing equipment in remote locations and maintenance costs incurred while idle;

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newbuildings, upgrades, shipyard and other capital projects, including the completion, delivery and commencement of operation dates;

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import-export quotas;

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wage and price controls and the imposition of trade barriers;

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the recruitment and retention of personnel;

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regulatory or financial requirements to comply with foreign bureaucratic actions, including potential limitations on drilling activity, changing taxation policies and other forms of government regulation and economic conditions that are beyond our control;

•

the level of expected capital expenditures, our expected financing of such capital expenditures, and the timing and cost of completion of capital projects;

•

fluctuations in interest rates or exchange rates and currency devaluations relating to foreign or U.S. monetary policy;

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tax matters, changes in tax laws, treaties and regulations, tax assessments and liabilities for tax issues, including those associated with our activities in Bermuda, Brazil, Norway, the United Kingdom and the United States;

•

legal and regulatory matters, including the results and effects of legal proceedings, and the outcome and effects of internal and governmental investigations;

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hazards inherent in the drilling industry and marine operations causing personal injury or loss of life, severe damage to or destruction of property and equipment, pollution or environmental damage, claims by third parties or customers and the suspension of operations;

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customs and environmental matters; and

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other important factors described from time to time in the reports filed or furnished by us with the SEC.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our

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expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2017 Annual Report, which is incorporated by reference herein. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings incorporated by reference in this prospectus. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

CERTAIN NON-GAAP FINANCIAL INFORMATION

This prospectus contains financial measures and ratios, including adjusted EBITDA, that are not required by, or presented in accordance with U.S. GAAP. We refer to these measures as “non-GAAP financial measures.” Adjusted EBITDA is defined as operating income plus depreciation and amortization plus gains and losses on disposals plus loss on impairments against long-lived assets. For a reconciliation of net (loss)/income to EBITDA and more information about how these financial measures are calculated, refer to the section entitled “Summary Historical Consolidated and Pro Forma Financial Information.”

We present non-GAAP financial measures because we believe that they and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. We believe adjusted EBITDA provides meaningful information about the performance of our business and therefore we use it to supplement our U.S. GAAP reporting. We believe that adjusted EBITDA improves the comparability of year-to-year results and is representative of our underlying performance. The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as prepared under U.S. GAAP. Non-GAAP financial measures and ratios are not measurements of our performance, financial condition or liquidity under U.S. GAAP and should not be considered as alternatives to operating profit or profit or as alternatives to cash flow from operating, investing or financing activities for the period, or any other performance measures, derived in accordance with U.S. GAAP or any other generally accepted accounting principles.

CERTAIN TERMS USED IN THIS PROSPECTUS

Except where the context otherwise requires or where otherwise indicated, the terms “New Seadrill,” “we,” “us,” “our,” “the Company” and “our business” refer to New SDRL Limited together with its consolidated subsidiaries, taken as a combined entity, after giving effect to the reorganization contemplated by the Plan.

Unless otherwise indicated or the context otherwise requires, references in this prospectus to the terms below have the following meanings:

“AOD” means Asia Offshore Drilling Limited, a company incorporated under the Laws of Bermuda with registration number 44712;

“Bankruptcy Court” means the United States Bankruptcy Court for the District of South Texas Victoria Division;

“Centerbridge” means Centerbridge Credit Partners L.P. and certain of its affiliates;

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“Commitment Parties” means each commitment party to the Investment Agreement;

“Companies Act” means the Companies Act 1981 of Bermuda, as amended from time to time;

“Debtors” means Seadrill and certain of its subsidiaries which filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court;

“Effective Date” means the date of the Debtors’ emergence from bankruptcy proceedings in accordance with the terms and conditions of the Plan;

“Employee Incentive Plan” means the employee incentive plan to be implemented by New Seadrill pursuant to the terms of the Plan which will, among other things, reserve an aggregate of 10 percent of the New Seadrill Common Shares, on a fully diluted, fully distributed basis, for grants made from time to time to employees of New Seadrill and its subsidiaries and otherwise contain terms and conditions (including with respect to participants, allocation, structure, and timing of issuance) generally consistent with those prevailing in the market at the discretion of the board of directors of New Seadrill;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“Hemen” means Hemen Holding Limited, a Cyprus holding company with registration number HE87804 and Hemen Investments Limited, a Cyprus holding company with registration number HE371665, and any other holder of common shares included in this prospectus that are either wholly-owned by a Trust or directly or indirectly by John Fredriksen;

“Investment Agreement” means the investment agreement described under the heading “The Reorganization—Introduction”;

“New Seadrill” means New SDRL Limited, a company incorporated under the Laws of Bermuda with registration number 53439;

“New Seadrill Common Shares” means common shares, par value $0.10 per share, of New Seadrill;

“New Secured Notes” means the $880.0 million aggregate principal amount of 12.0% Senior Secured Notes due 2025 issued by NSNCo in connection with the Reorganization;

“NSNCo” means Seadrill New Finance Limited, a company incorporated under the Laws of Bermuda with registration number 53541, formed in connection with the Reorganization and the issuer of the New Secured Notes;

“NYSE” means the New York Stock Exchange;

“OSE” means the Oslo Stock Exchange;

“Plan” means the Second Amended Joint Chapter 11 Plan (as modified) of Reorganization, as confirmed by the Bankruptcy Court on April 17, 2018;

“Reorganization” means the transactions described under the heading “The Reorganization” and those transactions contemplated by the Plan;

“Seadrill” means Seadrill Limited, a company incorporated under the Laws of Bermuda with registration number 36832, prior to its emergence from bankruptcy;

“Seadrill Partners” means Seadrill Partners, LLC, a limited liability company formed under the laws of the Republic of The Marshall Islands;

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“SeaMex” means SeaMex Limited, a company incorporated under the Laws of Bermuda with registration number 48115;

“SEC” means the Securities and Exchange Commission;

“Securities Act” means the Securities Act of 1933, as amended;

“Select Commitment Parties” means, collectively, certain funds and/or accounts that are managed, advised or sub-advised by each of Aristeia Capital L.L.C., GLG Partners LP, Saba Capital Management LP and Whitebox Advisors, LLC or such Person’s affiliate(s), in each case, that are signatories to the Investment Agreement and are designated as members of the Select Commitment Parties;

“Ship Finance” means Ship Finance International Limited; and

“Trust” means any trust created for the benefit of John Fredriksen, his direct lineal descendants and/or the personal estate of any of the aforementioned persons and their estates

CHAPTER 11 BANKRUPTCY AND FRESH START ACCOUNTING

Upon emergence from bankruptcy on the Effective Date, we currently expect we will adopt fresh start accounting which will result in the creation of a new entity (such entity, the “Successor”) for financial reporting purposes. Accordingly, our Consolidated Financial Statements on or after the Effective Date will not be comparable with our Consolidated Financial Statements prior to that date (such entity, the “Predecessor”). As such, the financial information contained in this prospectus, any applicable prospectus supplement or incorporated by reference in this prospectus or such applicable prospectus supplement may not be representative of our performance or financial condition after the Effective Date.

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PROSPECTUS SUMMARY

The items in the following summary are described in more detail later in this prospectus. This summary provides an overview of selected information and does not contain all the information you should consider. Therefore, you should also read the more detailed information set out in this prospectus, including the financial statements and the corresponding notes to such financial statements and the risks set forth in this prospectus under “Risk Factors”. Some of the statements in this prospectus constitute forward-looking statements. See “Forward-Looking Statements.”

Our Company

Overview

We are an offshore drilling contractor providing worldwide offshore drilling services to the oil and gas industry. Our primary business is the ownership and operation of drillships, semi-submersible rigs and jack-up rigs for operations in shallow-, mid-, deep- and ultra-deepwater areas, and in benign and harsh environments. We contract our drilling units primarily on a dayrate basis for periods between one and ten years to drill wells for our customers, typically oil super-majors and major integrated oil and gas companies, state-owned national oil companies and independent oil and gas companies. A dayrate drilling contract generally extends over a period of time covering either the drilling of a single well or group of wells or covering a stated term. We also provide management services to certain related party companies.

Through a number of acquisitions of companies, secondhand units and contracts for newbuildings, we have developed into one of the world’s largest international offshore drilling contractors, employing approximately 4,328 employees. As of March 31, 2018, we had a fleet of 35 offshore drilling units consisting of 12 semi-submersible rigs, 7 drillships and 16 jack-up rigs in operation, and contracts for the construction of 8 jack-up rigs and an option to acquire 1 semi-submersible rig. Of the total fleet, 16 are currently idle.

Our Fleet

We believe that we have one of the most modern fleets in the offshore drilling industry, which allows us to benefit from improved utilization and dayrates obtainable for our drilling units. For additional information on the types of drilling units we use, see “Item 4.B—Business Overview—Market Overview—The global fleet of drilling units” in our 2017 Annual Report, which is incorporated by reference into this prospectus.

Floaters

Drillships. Drillships are self-propelled ships equipped for drilling offshore in water depths ranging from 1,000 to 12,000 feet and are positioned over the well through a computer-controlled thruster system similar to that used on semi-submersible rigs. Drillships are suitable for drilling in remote locations because of their mobility and large load-carrying capacity. Depending on country of operation, drillships operate with crews of 65 to 100 people.

Semi-submersible drilling rigs . Semi-submersibles are self-propelled drilling rigs (which include cylindrical designed units) consisting of an upper working and living quarters deck connected to a lower hull consisting of columns and pontoons. Such rigs operate in a “semi-submerged” floating position, in which the lower hull is below the waterline and the upper deck protrudes above the surface. The rig is situated over a wellhead location and remains stable for drilling in the semi-submerged floating position, due in part to its wave transparency characteristics at the water line.

Semi-submersible rigs can be either moored or dynamically positioned. Moored semi-submersible rigs are positioned over the wellhead location with anchors and typically operate in water depths ranging up to 1,500 feet. Dynamically positioned semi-submersible rigs are positioned over the wellhead location by a computer-controlled thruster system and typically operate in water depths ranging from 1,000 to 12,000 feet. Depending on country of operation, semi-submersible rigs generally operate with crews of 65 to 100 people.

Jack-Up Rigs

Jack-up rigs are mobile, self-elevating drilling platforms equipped with legs that are lowered to the seabed. A jack-up rig is mobilized to the drill site with a heavy lift vessel or a wet tow. At the drill site, the legs are lowered until they penetrate the sea bed and the hull is elevated to an approximate operational airgap of 50 to 100 feet depending on the expected environmental forces. After completion of the drilling operations, the hull is lowered to floating draft, the legs are raised and the rig can be relocated to another drill site. Jack-ups are generally suitable for water depths of 450 feet or less and operate with crews of 90 to 120 people.

The Chapter 11 Reorganization

On February 26, 2018, the Debtors filed a proposed Second Amended Joint Chapter 11 Plan of Reorganization with the Bankruptcy Court and on April 17, 2018 the Bankruptcy Court entered an order confirming the Second Amended Joint Chapter 11 Plan (as modified) of Reorganization. Under the Plan and the terms of the Investment Agreement and the transactions contemplated thereby, the commitment parties to the Investment Agreement will be issued New Seadrill Common Shares in connection with their purchase of New Secured Notes and in respect of certain structuring fees and the commitment parties will purchase certain common shares of New Seadrill, subject to the participation of eligible holders in a rights offering to purchase New Seadrill Common Shares. Certain other general unsecured creditors of the Debtors will have the right to participate in a rights offering to purchase New Secured Notes, as well as receive New Seadrill Common Shares in connection with the purchase of New Secured Notes in the rights offering. See “The Reorganization.”

The Plan contemplates the formation of New Seadrill as the parent holding company for Seadrill’s subsidiaries after Seadrill’s and the other Debtors’ emergence from bankruptcy. New Seadrill was initially formed as a wholly-owned subsidiary of Seadrill and will not have conducted any material operations prior to the effective date of the Plan. As part of the Debtors’ emergence from bankruptcy, the economic interests in the existing shares of Seadrill will be extinguished, Seadrill will be dissolved under Bermuda law, and common shares of New Seadrill will be issued to the parties entitled thereto under the Plan and under the Investment Agreement. The corporate reorganization will also include the formation of two intermediate holding company subsidiaries of New Seadrill and the formation of NSNCo, which will issue its New Secured Notes to the commitment parties and to participants in a rights offering to purchase New Secured Notes. See “The Reorganization.”

Risks Associated with our Company

Investing in our common shares involves a significant degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common shares.

Corporate Information

Our principal executive offices are located at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM08, Bermuda, and our telephone number at this address is +1(441) 295-9500. The website address of Seadrill is www.seadrill.com. The information on Seadrill’s website is not, and shall not be deemed to be, a part of this prospectus.

The Offering

Common shares offered by the selling shareholders

Up to 82,210,000 shares

Common shares issued and outstanding after this offering

100,000,000 shares

Use of proceeds

The selling shareholders will receive all of the proceeds from the sale of our common shares offered by this prospectus. We will not receive any of the proceeds from this offering.

Determination of offering price

The selling shareholders may sell all or some of our common shares offered hereby from time to time at those prices as they may determine at the time of sale, as more fully described under the heading “Plan of Distribution.”

Listing

Prior to the date of this prospectus, there has been no public market for our common shares. We will apply to have our common shares listed on the NYSE under the symbol “SDRL”. We will also apply to have our common shares listed on the OSE under the symbol “SDRL”.

Risk factors

See “Risk Factors” beginning on page 7 and other information included in this prospectus, including the information incorporated by reference herein, for a discussion of factors you should carefully consider before deciding to invest in our common shares.

The number of common shares issued and outstanding after this offering represents the number of shares issued and outstanding as of the Effective Date. The selling shareholders may sell all, some or none of their common shares. See “Plan of Distribution.” The information above excludes an aggregate of approximately 11.1 million additional common shares expected to be reserved for issuance under our Employee Incentive Plan.

Summary Historical Consolidated and Pro Forma Financial Information

The following table sets forth our summary historical consolidated and pro forma financial data as of and for the periods indicated. We have derived the summary historical consolidated financial data as of and for the years ended December 31, 2015, 2016 and 2017 from the audited Consolidated Financial Statements of Seadrill for such years. The summary unaudited pro forma consolidated loss financial data for the year ended December 31, 2017 has been derived by applying pro forma adjustments to give effect to the Reorganization as if it had occurred on January 1, 2017. The unaudited pro forma consolidated balance sheet data gives effect to the Reorganization as if it had occurred on December 31, 2017. The summary unaudited pro forma consolidated financial data is for informational purposes only and does not purport to represent what our results of operations or financial position would be had the Reorganization occurred at any prior date, nor does such data purport to project the results of operations for any future period.

The summary consolidated historical and pro forma financial data presented below should be read in conjunction with “Use of Proceeds,” “Capitalization,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and the related notes thereto incorporated by reference herein.


	Year ended December 31,									Year ended December 31, 2017 Pro Forma for Reorganization
	2015			2016			2017			Year ended December 31, 2017 Pro Forma for Reorganization
							Debtor-in- Possession			(unaudited)
	(In millions of U.S. dollars except common share data)
Statement of Operations Data:
Operating revenue
Contract revenues	$	3,957		$	2,850		$	1,888		$	1,888
Reimbursable revenues		113			66			38			38
Other revenues		265			253			162			119

Total operating revenues		4,335			3,169			2,088			2,045
Loss on disposals		(63	)		—			(245	)		(245	)
Contingent consideration realized		47			21			27			27

Operating expenses
Vessel and rig operating expenses		1,611			1,015			792			792
Reimbursable expenses		99			61			35			35
Depreciation and amortization		779			810			798			284
Loss on impairment of long lived assets		563			44			696			—
General and administrative expenses		248			234			277			191

Total operating expenses		3,300			2,164			2,598			1,302
Operating income/(loss)		1,019			1,026			(728	)		525

Financial items and other income/(expense), net
Interest income		67			66			60			60
Interest expense		(415	)		(412	)		(285	)		(462	)
Share in results from associated companies (net of tax)		192			283			174			174
Loss on impairment of investments		(1,285	)		(895	)		(841	)		(841	)
(Loss)/gain on derivative financial instruments		(150	)		(74	)		11			11
Net gain on debt extinguishment		8			47			19			19
Foreign exchange gain/(loss)		63			18			(65	)		(65	)


	Year ended December 31,									Year ended December 31, 2017 Pro Forma for Reorganization
	2015			2016			2017			Year ended December 31, 2017 Pro Forma for Reorganization
							Debtor-in- Possession			(unaudited)
	(In millions of U.S. dollars except common share data)
Gain on sale of tender rig business		22			—			—			—
Reorganization items		—			—			(1,337	)		—
Other financial items and other income/(expense), net		52			(15	)		(44	)		8

Total financial items and other expense, net		(1,446	)		(982	)		(2,308	)		(1,096	)
(Loss)/income before taxes		(427	)		44			(3,036	)		(571	)
Income tax expense		(208	)		(199	)		(66	)		(66	)

Net loss		(635	)		(155	)		(3,102	)		(637	)
Net loss attributable to the non-controlling interest		(1	)		26			(129	)		26
Net loss attributable to the parent		(634	)		(181	)		(2,973	)		(663	)
Loss per share, basic		(1.29	)		(0.36	)		(5.89	)		(8.07	)
Loss per share, diluted		(1.29	)		(0.36	)		(5.89	)		(8.07	)

Balance Sheet Data (at end of period):
Cash and cash equivalents	$	1,044		$	1,368		$	1,255			1,834
Drilling units		14,930			14,276			13,216			6,356
Newbuildings		1,479			1,531			248			—
Investment in associated companies		2,592			2,168			1,473			1,314
Total assets		23,439			21,666			17,982			11,545
Long-term debt (including current portion)		10,543			9,514			994			7,032
Long-term debt due to related parties		438			330			314			314
Liabilities subject to compromise		—			—			9,191			—
Common share capital		985			1,008			1,008			8
Total equity (including noncontrolling interest)		10,068			10,063			6,959			3,670
Common shares outstanding (in millions)		492.8			504.4			504.5			82.2
Weighted average common shares outstanding (in millions)		492.8			501.0			504.5			82.2
Cash Flow Data:
Net cash provided by operating activities		1,788			1,184			399			n/a
Net cash (used in)/provided by by investing activities		(190	)		328			329			n/a
Net cash used in by financing activities		(1,370	)		(1,206	)		(846	)		n/a
Other Financial Data:
Capital expenditures (1)		(1,041	)		(231	)		(150	)		(150	)
Adjusted EBITDA (2)		2,424			1,880			1,011			1,054

(1)	Capital expenditures include addition to drilling units and equipment, additions to newbuildings, as well as payments for long-term maintenance.

(2)	Adjusted EBITDA is defined as operating income/(loss) plus depreciation and amortization plus gains and losses on disposals plus loss on impairments against long-lived assets.

We present adjusted EBITDA because we believe that it and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance. We believe adjusted EBITDA provides meaningful information about the performance of our business and therefore we use it to supplement our U.S. GAAP reporting. We believe that adjusted EBITDA improves the comparability of year-to-year results and is representative of our underlying performance. The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies

and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under U.S. GAAP. Below is the reconciliation of operating income to Adjusted EBITDA, as operating income is the most directly comparable U.S. GAAP measure.


	Year ended December 31,							Year ended December 31, 2017 Pro Forma for Reorganization
(In $ million)	2015		2016		2017			Year ended December 31, 2017 Pro Forma for Reorganization
Operating income/(loss)	$	1,019	$	1,026	$	(728	)	$	525
Depreciation and amortization		779		810		798			284
Loss on impairment of long lived assets		563		44		696			—
Loss on disposal		63		—		245			245

Adjusted EBITDA	$	2,424	$	1,880	$	1,011		$	1,054

RISK FACTORS

This offering and an investment in our common shares involve a significant degree of risk. You should carefully consider the risks described below and the risks described in our 2017 Annual Report which are incorporated herein by reference, together with the financial and other information contained in this prospectus or incorporated by reference in this prospectus, before you decide to purchase our common shares. If any of the following risks actually occurs, our business, financial condition, results of operations, cash flow and prospects could be materially and adversely affected. As a result, the trading price of our common shares could decline and you could lose all or part of your investment in our common shares.

Risks Related to Emergence from Bankruptcy

Our actual financial results may vary significantly from the projections filed with the Bankruptcy Court.

In connection with the Plan process, the Debtors were required to prepare projected financial information to demonstrate to the bankruptcy court the feasibility of the Plan and the ability of the Debtors to continue operations upon emergence from bankruptcy. These projections are not part of the registration statement of which this prospectus is a part and should not be relied upon in connection with the purchase of our common shares. At the time they were last filed with the Bankruptcy Court on February 26, 2018, the projections reflected numerous assumptions concerning anticipated future performance and prevailing and anticipated market and economic conditions that were and continue to be beyond our and the Debtors’ control and that may not materialize. Projections are inherently subject to uncertainties and to a wide variety of significant business, economic and competitive risks. Our actual results will vary from those contemplated by the projections and the variations may be material.

Because our Consolidated Financial Statements will reflect fresh start accounting adjustments made upon emergence from bankruptcy, financial information in our future financial statements will not be comparable to Seadrill’s financial information from prior periods.

Upon emergence from Chapter 11, we currently expect we will adopt fresh start accounting in accordance with ASC 852— Reorganizations (“ASC 852”), pursuant to which our reorganization value, which represents the fair value of the entity before considering liabilities will be allocated to the fair value of assets in conformity with the purchase method of accounting for business combinations. We will state liabilities, other than deferred taxes, at a present value of amounts expected to be paid. Thus, our future balance sheets and results of operations will not be comparable in many respects to balance sheets and consolidated statements of operations data for periods prior to adoption of fresh start accounting. You will not be able to compare information reflecting our post-emergence financial statements to information for periods prior to emergence from bankruptcy, without making adjustments for fresh start accounting. The lack of comparable historical information may discourage investors from purchasing our common shares. Additionally, the financial information contained in this prospectus may not be indicative of future financial information.

Our final fresh start accounting adjustments may vary significantly from the preliminary fresh start accounting adjustments used to calculate the pro forma financial data that is included in this prospectus.

We have prepared the unaudited pro forma condensed consolidated financial data set forth in this prospectus to give effect to fresh start accounting adjustments, as reflected in “Summary Historical Consolidated and Pro Forma Financial Information” and “Unaudited Pro Forma Condensed Consolidated Financial Statements” based on the assumptions described in the footnotes to the pro forma financial information contained in this prospectus. These assumptions include initial fresh start valuations made as of December 31, 2017. However, updates to these valuations will be completed after the Effective Date and we anticipate that such updates may reflect a significant difference in valuations than that presented as of the Effective Date. As a result, it is possible that there may be significant adjustments in carrying values of certain assets and that such adjustments will be material.

We expect that the actual valuations that support the fair value of the assets and liabilities may differ significantly from those used to prepare the unaudited pro forma condensed consolidated financial data included in this prospectus. These differences will be reflected in our future balance sheets and may affect amounts, including depreciation and amortization expense, which we recognize in our Statement of Operations post-emergence. As such, the pro forma financial data contained in this prospectus may not accurately represent the post-emergence financial condition of the Company and any differences may be material.

We cannot be certain that the bankruptcy proceeding will not adversely affect our operations going forward.

We have been operating in bankruptcy since September 12, 2017, as a result, have been required to make only limited payments on our prepetition indebtedness and our pre-petition liabilities. We cannot assure you of our ability to negotiate favorable terms from suppliers, hedging counterparties and others and to attract and retain customers upon emergence from bankruptcy or that the requirement to make payments on our indebtedness or other liabilities on a current basis will not adversely affect our business. The failure to obtain such favorable terms and retain customers and the requirement to make payments on our debt and other liabilities could adversely affect our financial performance.

We may be subject to claims that were not discharged in the bankruptcy proceedings, which could have a material adverse effect on our results of operations and profitability.

Substantially all of the material claims against the Debtors that arose prior to the date of the bankruptcy filing were addressed during the chapter 11 proceedings or will be resolved in connection with the Plan and the order of the Bankruptcy Court confirming the Plan. In addition, the Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior to confirmation and certain debts arising afterwards. Circumstances in which claims and other obligations that arose prior to the bankruptcy filing were not discharged primarily relate to certain actions by governmental units under police power authority, where we have agreed to preserve a claimant’s claims, as well as, potentially, instances where a claimant had inadequate notice of the bankruptcy filing. In addition, except in limited circumstances, claims against non-debtor subsidiaries, are generally not subject to discharge under the Bankruptcy Code. To the extent any pre-filing liability remains, the ultimate resolution of such claims and other obligations may have a material adverse effect on our results of operations, profitability and financial condition.

Risks Related to Our Common Shares

The price of our common shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the offering price.

The market price for our common shares may be volatile and may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others:

•

announcements concerning the offshore drilling market, including changes in oil and gas prices and the state of the global economy on market outlook for our various geographical operating sectors and classes of rigs;

•

fluctuations in the market value of our drilling units and the amount of debt we can incur under certain covenants in our debt financing agreements;

•

general and industry-specific economic conditions;

•

changes in financial estimates or recommendations by securities analysts or failure to meet analysts’ performance expectations;

•

additions or departures of key members of management;

•

any increased indebtedness we may incur in the future;

•

speculation or reports by the press or investment community with respect to us or our industry in general;

•

announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments;

•

changes or proposed changes in laws or regulations affecting the oil and gas industry or enforcement of these laws and regulations, or announcements relating to these matters; and

•

general market, political and economic conditions, including any such conditions and local conditions in the markets in which we operate.

These and other factors may lower the market price of our common shares, regardless of our actual operating performance. In the event of a drop in the market price of our common shares, you could lose a substantial part or all of your investment in our common shares.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Shareholders may institute securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

Sales of our common shares by existing shareholders, or the perception that these sales may occur, especially by our directors or significant shareholders, may cause our share price to decline.

If our existing shareholders, in particular our affiliates and significant shareholders, sell substantial amounts of our common shares to the public market, or are perceived by the public market as intending to sell, the trading price of our common shares could decline. In addition, sales of these common shares could impair our ability to raise capital, should we wish to do so. Up to 82,210,000 of our common shares may be sold pursuant to this prospectus by the selling shareholders, which represent approximately 82.2% of our issued and outstanding common shares as of the Effective Date, excluding the common shares reserved for issuance under our Employee Incentive Plan. We cannot predict the timing or amount of future sales of our common shares by selling shareholders pursuant to this prospectus, but such sales, or the perception that such sales could occur, may adversely affect prevailing market prices for our common shares.

The issuance of share-based awards may dilute your holding of our common shares.

An aggregate of approximately 11.1 million of our common shares are currently expected to be reserved for issuance for grant to employees of the Company or its subsidiaries pursuant to awards under Employee Incentive Plan. The exercise of equity awards, including any share options that we may grant in the future, could have an adverse effect on the market for our common shares, including the price that an investor could obtain for their shares. Investors may experience dilution in the net tangible book value of their investment upon the exercise of any share options that may be granted or issued pursuant to the Employee Incentive Plan in the future.

Substantial sales of or trading in our common shares could occur in connection with emergence from bankruptcy, which could cause our share price to be adversely affected.

We expect that a limited number of holders will hold a substantial portion of our common shares. Shares distributed in connection with the Plan generally may be sold in the public markets or under an effective registration statement at or following our emergence and thereafter from time to time. Some of our creditors who receive our common shares in connection with the Plan may sell our shares shortly after emergence for any number of reasons. In addition, investment firms that are party to certain put and call agreements may hedge their positions by trading our common shares. The sale of significant amounts of our common shares, substantial trading in our common shares, hedging activities or the perception in the market that any of these activities will occur, may adversely affect the market price of our common shares.

We may pay little or no dividends on our common shares.

The payment of any future dividends to our shareholders will depend on decisions that will be made by our board of directors and will depend on then existing conditions, including our operating results, financial conditions, contractual restrictions, corporate law restrictions, capital agreements, the applicable laws of Bermuda and business prospects and any restrictions under our debt agreements. We may pay little or no dividends for the foreseeable future.

U.S. tax authorities may treat us as a “passive foreign investment company” for U.S. federal income tax purposes, which may have adverse tax consequences for U.S. shareholders.

A foreign corporation will be treated as a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest and gains from the sale or exchange of investment property, and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business. For the purposes of these tests, income derived from the performance of services generally does not constitute “passive income.” U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

Based on the current and anticipated valuation of our assets, including goodwill, and composition of our income and assets, we intend to take the position that we will not be treated as a PFIC for U.S. federal income tax purposes for our current taxable year and we would not expect to be treated as a PFIC for the foreseeable future. Our position is based on valuations and projections regarding our assets and income. While we believe these valuations and projections to be accurate, such valuations and projections may not continue to be accurate. Moreover, as we have not sought a ruling from the United States Internal Revenue Service (the “IRS”) on this matter, the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, the nature of our operations may change in the future, and if so, we may not be able to avoid PFIC status in the future.

If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. shareholders may face adverse U.S. federal income tax consequences. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986, as amended (the “Code”), such shareholders would be liable to pay U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of the common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of the common shares. In the event that our shareholders face adverse U.S. federal income tax consequences as a result of investing in shares of our common shares, this could adversely affect our ability to raise additional capital through the equity markets. See “Material Federal Income Tax Considerations—Passive Foreign Investment Company Status and Significant Tax Consequences” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC.

Investors are encouraged to consult their own tax advisers concerning the overall tax consequences of the ownership of the common shares arising in an investor’s particular situation under U.S. federal, state, local or foreign law.

We are a Bermuda company and it may be difficult for you to enforce judgments against us or our directors and executive officers.

law may differ from the rights of shareholders of companies incorporated in other jurisdictions. Many of our directors and some of the named experts referred to in this prospectus are not residents of the United States, and a substantial portion of our assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on those persons in the United States or to enforce in the United States judgments obtained in U.S. courts against us or those persons based on the civil liability provisions of the U.S. securities laws. It is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions.

Certain shareholders will have the right to appoint directors to our board and their interests may not coincide with yours.

Following the completion of the Reorganization, we expect that the board of directors of New Seadrill will be expanded to seven members. Although a final determination as to all of who will serve as the directors of New Seadrill upon emergence has not been made, we expect that new directors will be appointed according to the initial director appointment rights of certain Commitment Parties. Under the Investment Agreement, Hemen is entitled to appoint four directors to our board, two of which must be independent directors. Centerbridge and the Select Commitment Parties will each have the right to appoint one independent director. The remaining director will also be independent and appointed by mutual agreement of Hemen, Centerbridge and the Select Commitment Parties. See “Directors, Senior Management and Employees—Directors and senior management—Board practices.” Each independent director is required to satisfy the independence rules under the Exchange Act, the NYSE and the OSE. As a result of these appointment rights, Hemen, Centerbridge and the Select Commitment Parties will be able to influence the composition of our board of directors and Hemen may have influence with respect to our management, business plans and policies, including the appointment and removal of our officers. The interests of Hemen, Centerbridge and the Select Commitment Parties may not coincide with your interests, and their director designees may make decisions you disagree with.

Our bye-laws limit our shareholders’ ability to bring legal action against our officers and directors.

Our bye-laws contain a broad waiver by our shareholders of any claim or right of action, both individually and on our behalf, against any of our officers or directors. The waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any action, in the performance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the officer or director. This waiver limits the right of shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty.

USE OF PROCEEDS

The selling shareholders will receive all of the proceeds from the sale of our common shares offered by this prospectus. We will not receive any of the proceeds from the sale of our common shares offered hereby.

DIVIDEND POLICY

Seadrill has not paid dividends on its common shares during the pendency of the bankruptcy proceedings. The payment of any future dividends to our shareholders will depend on decisions that will be made by our board of directors and will depend on then existing conditions, including our operating results, financial condition, contractual restrictions, corporate law restrictions, capital requirements, the applicable laws of Bermuda and business prospects. Although our board of directors may consider the payment of dividends following the Debtors’ emergence from bankruptcy, there can be no assurance we will pay any dividend, or if declared, the amount of such dividend. The terms of our senior credit facilities and the agreements governing our subsidiary NSNCo’s indebtedness under the New Secured Notes may restrict our ability to declare or pay dividends.

DILUTION

The sale of our common shares by the selling shareholders pursuant to this prospectus will not result in any dilution to our shareholders, because the selling shareholders are selling issued and outstanding common shares that they will have previously acquired in connection with the Plan.

CAPITALIZATION

The following table sets forth consolidated cash and capitalization as of December 31, 2017: (1) on an “actual” basis for Seadrill and (2) on a “pro forma” basis for New Seadrill to give effect to the following adjustments as if they occurred on December 31, 2017: (i) all reorganization adjustments pursuant to the Plan and (ii) adjustments relating to the adoption of fresh start accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 852, Reorganizations . The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information, and in many cases are based on estimates and preliminary information. We believe such assumptions are reasonable under the circumstances. The actual adjustments to our audited Consolidated Financial Statements will depend upon a number of factors and additional information that is available. Accordingly, the actual adjustments that will appear in our financial statements will differ from these pro forma adjustments, and those differences may be material. This table should be read in conjunction with the sections entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related notes incorporated by reference in this prospectus.


	As of December 31, 2017
	Actual		Pro Forma
	(audited)		(unaudited)
	(In millions of U.S. dollars)
Cash and cash equivalents	$	1,255	$	1,834
Restricted cash		104		375
Marketable securities		124		124

	$	1,483	$	2,333

Long term debt (including current portion) (1)	$	996	$	7,328
Long term debt due to related parties (2)		314		314
Liabilities subject to compromise (3)		9,191		—

Total debt		10,501		7,642
Old shareholders’ equity (4)		6,560		—
New shareholders’ equity (5)		—		3,691

Total capitalization	$	17,061	$	11,333

(1)

Represents the balance of long term debt not held subject to compromise. On the effective date of the Plan, NSNCo, an indirect subsidiary of the Company, will issue $880.0 million in aggregate principal amount of New Secured Notes to certain investors party to the Investment Agreement or in the Notes Rights Offering. As-adjusted long term debt also reflects the reinstatement of $5,452 million in senior secured credit facilities debt previously classified as liabilities subject to compromise.

(2)	Represents long term debt due to Ship Finance, a related party.

(3)

The Debtors’ liabilities subject to compromise will be eliminated at emergence pursuant to the Plan’s discharge provisions. Liabilities subject to compromise include approximately $5,371 million in senior undersecured or impaired external debt, $2,334 million in unsecured bonds, $1,064 million in newbuild claims, $249 million in derivatives previously recorded at fair value, $103 million in accounts payable and other liabilities, $50 million in accrued interest payable, and $20 million in amount due to a related party. Liabilities subject to compromise represent our estimate of known or potential pre-petition claims to be resolved in connection with the chapter 11 proceedings. Such claims remain subject to future adjustments which may result from: (i) negotiations; (ii) actions of the Bankruptcy Court; (iii) disputed claims; (iv) rejection of executory contracts and unexpired leases; (v) the determination as to the value of any collateral securing claims; (vi) proofs of claim or (vii) other events. Such future adjustments will likely be material.

(4)	The existing Seadrill common shares will be cancelled pursuant to the Plan and the pre-emergence shareholders equity will eliminated.

(5)	Estimated based on expected reorganization and fresh start accounting adjustments. See “Unaudited Pro Forma Condensed Consolidated Financial Statements.”

THE REORGANIZATION

This section provides a description of the Debtors’ restructuring and emergence from bankruptcy reflecting the acceptance of the Plan by all classes entitled to vote and confirmation of the Plan by the Bankruptcy Court and assuming that the Effective Date of the Plan has occurred. The description in this section is qualified in its entirety by reference to the Plan. The terms of the Plan are more detailed than the description provided in this section, which may have omitted descriptions of items that may be of interest to particular investors. Therefore, please carefully consider the actual provisions of the Plan for more complete information about the transactions to be consummated in connection with the Debtors’ emergence from bankruptcy. For further detail regarding the chapter 11 proceedings, please see the Notes to the Consolidated Financial Statements incorporated by reference in this prospectus. Capitalized terms used but not defined herein shall have the meaning given to them in the Plan.

Introduction

Prior to its filing of the chapter 11 cases, Seadrill engaged in extensive discussions with its secured lenders, certain holders of its unsecured bonds and potential new money investors regarding the terms of a comprehensive restructuring.

On September 12, 2017, Seadrill entered into a restructuring support and lock-up agreement (the “RSA”) with a group of bank lenders, bondholders, certain other stakeholders, and new-money providers (collectively, the “Consenting Stakeholders”). Seadrill’s consolidated subsidiaries North Atlantic Drilling Limited (“NADL”) and Sevan Drilling Limited (“Sevan”), together with certain other of its consolidated subsidiaries also entered into the RSA together with us (collectively, the “Company Parties”). Ship Finance International Limited and three of its subsidiaries (“SFL”), which charter three drilling units to the Company Parties, also executed the RSA. In connection with the RSA, the Company Parties entered into the Investment Agreement under which Hemen Investments Limited, an affiliate of Seadrill’s largest shareholder Hemen Holding Ltd. and the Commitment Parties, committed to provide $1.06 billion in new cash commitments, subject to certain terms and conditions (the “Capital Commitment”).

On September 12, 2017, to implement the transactions contemplated by the RSA and Investment Agreement, the Debtors commenced prearranged reorganization proceedings (the “chapter 11 proceedings”) under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas Victoria Division. During the course of the bankruptcy proceedings, the Debtors continued to operate their business as debtors in possession.

Corporate Reorganization

The Plan contemplates that New Seadrill will ultimately serve as the parent holding company for Seadrill’s subsidiaries after Seadrill’s and the other Debtors’ emergence from bankruptcy. New Seadrill was initially formed as a wholly-owned subsidiary of Seadrill and will not have conducted any material operations prior to the effective date of the Plan. As part of the Debtors’ emergence from bankruptcy, the economic interests in the existing shares of Seadrill will be extinguished, Seadrill will be dissolved under Bermuda law, and common shares of New Seadrill will be issued to the parties entitled thereto under the Plan and under the Investment Agreement. As part of a concurrent corporate reorganization, New Seadrill will become the ultimate parent company of Seadrill’s current subsidiaries. The timing of this reorganization is dependent upon the date the Plan becomes effective. Since New Seadrill will seek to have this registration statement become effective as soon as reasonably practicable following the effectiveness of the Plan, this registration statement is drafted in many respects as though the reorganization has already taken place. Therefore, except as otherwise noted or suggested by the context, all information contained in this registration statement relates to New Seadrill and its subsidiaries following the effectiveness of, and after giving effect to the other transactions contemplated by, the Plan, including the reorganization transactions that will cause New Seadrill to be the ultimate parent of Seadrill’s current subsidiaries, after giving effect to the corporate reorganization described herein.

The corporate reorganization will also include: (i) the formation a new wholly-owned intermediate holding company (“IHCo”) as a subsidiary of New Seadrill and a new wholly-owned intermediate holding company (“RigCo”) as a subsidiary of IHCo which will hold interests in NADL, Sevan, AOD and Seadrill’s direct or indirect wholly-owned rig-owning entities and intra-group charterers transferred to RigCo in the corporate reorganization, (ii) the formation of NSNCo as a wholly-owned intermediate holding company and as a subsidiary of IHCo for the purpose of issuing the New Secured Notes and (iii) the formation of certain new wholly-owned intermediate holding companies as subsidiaries of NSNCo for the purpose of holding interests in certain of the non-consolidated entities transferred to NSNCo by Seadrill in the corporate reorganization.

Plan of Reorganization

Consistent with the RSA, the Debtors filed a proposed plan of reorganization and disclosure statement with the Bankruptcy Court on September 12, 2017, as well as a disclosure statement relating to that plan of reorganization. Subsequent to September 12, 2017, the Debtors negotiated with its various creditors, including an ad hoc group of holders of unsecured bonds (the “Ad Hoc Group”) and certain newbuild ship yards with which Debtors had contractual relationships to build new rigs. On February 26, 2018, the Debtors announced a global settlement with the Ad Hoc Group, the official committee of unsecured creditors (the “Committee”) and other major creditors in its chapter 11 cases, including Samsung Heavy Industries Co., Ltd. and Daewoo Shipbuilding & Marine Engineering Co., Ltd., two of the Debtors’ newbuild shipyards, and an affiliate of Barclays Bank PLC (“Barclays”), another holder of unsecured bonds. In connection with the global settlement, the Debtors entered into an amendment to the RSA and an amendment to the Investment Agreement. The amendments to the RSA and Investment Agreement provide for the inclusion of the Ad Hoc Group and Barclays into the Capital Commitment as Commitment Parties, increased recoveries for general unsecured creditors of Seadrill, NADL, and Sevan under the Plan, an agreement regarding the allowed claim of the newbuild shipyards and for an immediate cessation of all litigation and discovery efforts in relation to the Plan. The Investment Agreement, as amended, provides for certain milestones for the Debtors’ restructuring: (1) the Bankruptcy Court must enter an order confirming the Plan by June 9, 2018 (the “Confirmation Date”) and (2) the effective date of the Plan must occur within 90 days of the Confirmation Date, and in any event no later than August 8, 2018.

In connection with the global settlement, on February 26, 2018, the Debtors filed a proposed Second Amended Joint Chapter 11 Plan of Reorganization with the Bankruptcy Court and on April 17, 2018 the Bankruptcy Court entered an order confirming the Second Amended Joint Chapter 11 Plan (as modified) of Reorganization, as amended and supplemented. We refer to the Second Amended Joint Chapter 11 Plan (as modified) of Reorganization, in the form confirmed by the Bankruptcy Court, with any further amendments or supplements thereto, as the “Plan.” Under the Plan and the terms of the Investment Agreement and the transactions contemplated therein, the commitment parties to the Investment Agreement will be issued certain common shares of New Seadrill and will purchase certain common shares of New Seadrill, subject to an equity rights offering to holders of claims against the Debtors. New Seadrill has agreed to register its common shares for resale by the selling shareholders to be set forth herein. Once each of the conditions precedent to the Plan’s effectiveness are satisfied or waived, the Plan will become effective and each of the Debtors will emerge from the chapter 11 proceedings.

Rights Offerings

Pursuant to the Plan and an order of the Bankruptcy Court approving the rights offering procedures, eligible holders of general unsecured claims against the Debtors will be offered the right to participate in (i) a rights offering of up to $119.4 million in principal amount of the New Secured Notes (the “Notes Rights Offering”) and the corresponding pro rata portion of 57.5% of New Seadrill Common Shares issued to holders who participate in the Notes Rights Offering and (ii) a rights offering of up to $48.1 million in value of New Seadrill Common Shares (the “Equity Rights Offering”). The New Secured Notes and the New Seadrill Common Shares to be acquired by the Commitment Parties under the Investment Agreement will be reduced to the extent the Note

Rights and Equity Rights are exercised in the Notes Rights Offering and the Equity Rights Offering, respectively. The Commitment Parties will not participate in either the Notes Rights Offering or the Equity Rights Offering in accordance with the terms of the Investment Agreement.

Issuance and Distribution of the New Shares under the Plan and the Investment Agreement

Subject to the terms and conditions of the Plan, on the Effective Date New Seadrill expects to issue:

•

up to 25% of the New Seadrill Common Shares (prior to dilution by the Primary Structuring Fee and the Employee Incentive Plan), plus any Excess New Seadrill Common Shares, in exchange for $200 million paid in cash by the Commitment Parties, which amount paid by the Commitment Parties will be reduced by an amount up to $48.1 million paid by participants in the Equity Rights Offering;

•

up to 57.5% of the New Seadrill Common Shares (prior to dilution by the Primary Structuring Fee and the Employee Incentive Plan) to the purchasers of the New Secured Notes, which will include the Commitment Parties and the participants in the Notes Rights Offering on a pro rata basis in accordance with the amount of New Secured Notes issued to such purchasers;

•

15% of the New Seadrill Common Shares (prior to dilution by the Primary Structuring Fee and the Employee Incentive Plan) to holders of certain general unsecured claims against the Debtors;

•

2% of the New Seadrill Common Shares (prior to dilution by the Primary Structuring Fee and the Employee Incentive Plan) to holders of Seadrill’s existing equity holders; and

•

(i) 5% of the New Seadrill Common Shares (prior to dilution by the Employee Incentive Plan) to Hemen on account of a primary structuring fee (the “Primary Structuring Fee”) and (ii) 0.5% of the New Seadrill Common Shares to certain other Commitment Parties (prior to dilution by the Primary Structuring Fee and the Employee Incentive Plan) on a pro rata basis in accordance with each Select Commitment Party’s respective equity commitment percentage.

On the Effective Date, the Employee Incentive Plan will be implemented by New Seadrill which will (a) reserve an aggregate of 10% of the New Seadrill Common Shares, on a fully diluted, fully distributed basis, for grants made from time to time to employees of New Seadrill; and (b) otherwise contain terms and conditions (including with respect to participants, allocation, structure, and timing of issuance) generally consistent with those prevailing in the market at the discretion of the board of directors of New Seadrill.

New Secured Notes

On the Effective Date, NSNCo expects to issue approximately $880 million in principal amount of New Secured Notes. As described above, New Seadrill also expects to issue approximately 57.5% of the New Seadrill Common Shares (prior to dilution by the Primary Structuring Fee and the Employee Incentive Plan) on a pro rata basis to the purchasers of the New Secured Notes (collectively with the New Secured Notes, the “NSN Securities”). Subject to the conditions of the Investment Agreement, the Commitment Parties agreed to purchase the full principal amount of the NSN Securities for $880 million in cash, less the principal amount purchased by participants in the Notes Rights Offering.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma Condensed Consolidated Balance Sheet of New Seadrill (or “Successor”) as of December 31, 2017 is based on the Consolidated Balance Sheet of Seadrill (or “Predecessor”) and gives effect to the Reorganization as if it had occurred on December 31, 2017. The following unaudited pro forma Condensed Consolidated Statement of Operations of New Seadrill for the twelve months ended December 31, 2017 is based on the Consolidated Statement of Operations of Seadrill and gives effect to the Reorganization as if it had occurred on January 1, 2017. See “Summary—The Reorganization” and the “Reorganization.” The unaudited pro forma Condensed Consolidated Financial Statements have been prepared in accordance with Article 11 of Regulation S-X.

The pro forma adjustments to the historical Condensed Consolidated Financial Statements are based on currently available information, and in many cases are based on estimates and preliminary information. The assumptions underlying the pro forma adjustments are described in the accompanying notes to these pro forma financial statements. We believe such assumptions are reasonable under the circumstances and reflect the best currently available estimates and judgments and are factually supportable. They also give effect to the impact of events that are directly attributable to the Reorganization and, with respect to the unaudited pro forma Consolidated Statement of Operations, are expected to have a continuing impact on Seadrill following the Reorganization. The pro forma financial information may not be indicative of our future performance and does not necessarily reflect what our financial position and results of operations would have been had the Reorganization occurred at the beginning of the period presented.

The unaudited pro forma Condensed Consolidated Financial Statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Consolidated Financial Statements and notes thereto incorporated by reference into this prospectus.

The unaudited pro forma Condensed Consolidated Financial Statements materially give effect to the application of “fresh start” accounting and reporting in accordance with U.S. GAAP, ASC 852— Reorganizations , which is to reflect the financial statements of New Seadrill on a fair value basis as of the Reorganization Effective Date. The pro forma adjustments are based on an assumed fair value of approximately $11.0 billion, which is the midpoint of a range of estimated distributable values of $10.2 billion and $11.8 billion as of June 30, 2018, as approved by the Bankruptcy Court. Refer to the notes to the unaudited pro forma Condensed Consolidated Financial Statements for a reconciliation of the midpoint of distributable value to reorganization value.

Fair values of assets and liabilities on the unaudited pro forma Condensed Consolidated Balance Sheet are based on preliminary valuations, made solely for the purposes of developing the pro forma condensed consolidated financial information, and are subject to further revisions and adjustments. Updates to such preliminary valuations will be completed in the periods subsequent to those reported in this registration statement and will be calculated as of the Effective Date and, to the extent such updates reflect a valuation different than those used in these pro forma Condensed Consolidated Financial Statements, there may be adjustments in the values of certain assets and liabilities and related deferred taxes and such adjustments may also affect revenues, expenses, and related gains or losses from the Reorganization that would be recognized in the Statement of Operations following the Effective Date. As such, the following pro forma financial information is not intended to represent our actual post-Effective Date financial condition and Statement of Operations, and any differences could be material.

New Seadrill

Unaudited Pro Forma Condensed Consolidated Balance Sheet


	As of December 31, 2017 (in millions)
	Predecessor Historical		Reorganization Adjustments			Fresh Start Adjustments			Successor Pro Forma
Assets
Current assets
Cash and cash equivalents	$	1,255	$	579	(a)	$	—		$	1,834
Restricted cash		104		271	(a)		—			375
Marketable securities		124		—			—			124
Accounts receivable, net		295		—			—			295
Amount due from related parties		217		—			—			217
Other current assets		257		—			(15	) (o)		242

Total current assets		2,252		850			(15	)		3,087
Investment in associated companies		1,473		—			(159	) (p)		1,314
Newbuildings		248		—			(248	) (q)		—
Drilling units		13,216		—			(6,860	) (r)		6,356
Deferred tax assets		10		—			—			10
Equipment		29		—			—			29
Amount due from related party		547		—			—			547
Assets held for sale—non-current		126		—			—			126
Other non-current assets		81		—			(5	) (o)		76

Total assets	$	17,982	$	850		$	(7,287	)	$	11,545

Liabilities and Equity
Current liabilities
Debt due within one year	$	509	$	—		$	2	(s)	$	511
Trade accounts payable		72		103	(b)		—			175
Amounts due to related parties		10		20	(c)		—			30
Other current liabilities		268		17	(d)		(60	) (t)(u)		225

Total current liabilities		859		140			(58	)		941
Liabilities subject to compromise		9,191		(9,191	) (e)		—			—
Long-term debt		485		6,296	(f)		(260	) (s)		6,521
Long-term debt due to related parties		314		—			—			314
Deferred tax liabilities		107		—			(57	) (v)		50
Other non-current liabilities		67		—			(18	) (t)		49

Total liabilities	$	11,023	$	(2,755	)	$	(393	)	$	7,875

Equity
Predecessor common shares	$	1,008	$	(1,008	) (g)	$	—		$	—
Predecessor additional paid-in capital		3,313		(3,313	) (g)		—			—
Predecesssor contributed surplus		1,956		(1,956	) (g)		—			—
Predecessor accumulated other comprehensive income		58		—			(58	) (w)		—
Predecessor retained earnings		225		9,984	(g)		(10,209	) (w)		—
Successor common shares		—		8	(h)		—	(x)		8
Successor contributed surplus		—		192	(h)		3,491	(x)		3,683

Total shareholders’ equity		6,560		3,907			(6,776	)		3,691
Non-controlling interest		399		(302	) (i)		(118	) (y)		(21	)

Total equity		6,959		3,605			(6,894	)		3,670

Total liabilities and equity	$	17,982	$	850		$	(7,287	)	$	11,545

New Seadrill

Unaudited Pro Forma Condensed Consolidated Statement of Operations


	Year Ended December 31, 2017 (in millions except per unit data)
	Predecessor Historical			Reorganization Adjustments			Fresh Start Adjustments			Successor Pro Forma
Operating revenues
Contract revenues	$	1,888		$	—		$	—		$	1,888
Reimbursable revenues		38			—			—			38
Other revenues		162			—			(43	) (u)		119

Total operating revenues		2,088			—			(43	)		2,045

Loss on disposals		(245	)		—			—			(245	)
Contingent considerations realized		27			—			—			27


Operating expenses:
Vessel and rig operating expenses		792			—			—			792
Reimbursable expenses		35			—			—			35
Depreciation and amortization		798			—			(514	) (z)		284
Loss on impairment of long lived assets		696			(696	) (j)		—			—
General and administrative expenses		277			(86	) (k)		—			191

Total operating expenses		2,598			(782	)		(514	)		1,302

Operating (loss)/income		(728	)		782			471			525

Financial items and other income and expense
Interest income		60			—			—			60
Interest expense		(285	)		(177	) (l)		—			(462	)
Shares in results from associated companies (net of tax)		174			—			—			174
Loss on impairment of investments		(841	)		—			—			(841	)
Gain on derivative financial instruments		11			—			—			11
Net gain on debt extinguishment		19			—			—			19
Foreign exchange gain		(65	)		—			—			(65	)
Gain on sale of tender rig business		—			—			—			—
Reorganization items, net		(1,337	)		1,337	(m)		—			—
Other financial items and other income and expenses, net		(44	)		52	(k)		—			8

Total financial items and other income and expense, net		(2,308	)		1,212			—			(1,096	)

(Loss)/Income before income taxes		(3,036	)		1,994			471			(571	)
Income tax expense		(66	)		—			—			(66	)

Net income/(loss)		(3,102	)		1,994			471			(637	)
Net income/(loss) attributable to noncontrolling interests		(129	)		155	(n)		—			26

Net income/loss) attributable to the parent	$	(2,973	)	$	1,839		$	471		$	(663	)

Basic (loss)/income per share (US dollar)	$	(5.89	)							$	(8.07	)
Diluted (loss)/income per share (US dollar)	$	(5.89	)							$	(8.07	)
Weighted average common shares/units outstanding
Basic		505									82
Diluted		505									82

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 1. Basis of Pro Forma Presentation

The pro forma adjustments also reflect the financial information on a fair value basis as if we applied fresh start accounting at the Effective Date, as required by U.S. GAAP. Using best estimates and known factual information, it is expected that the holders of voting share in Seadrill immediately prior to the Effective Date will receive less than 50% of the of the voting shares of New Seadrill and the preliminary estimates for reorganization value is expected to be less than the amount of post-petition liabilities and allowed claims. Thus, in accordance with ASC 852, we reflected the fair value of assets and liabilities of New Seadrill and reset retained earnings. On April 4, 2018, AOD became a party to the RSA. As part of the restructuring, certain amendments were made in relation to the $360 million senior credit facility agreement which included put and call options. We are currently evaluating the accounting implications of the put and call features included in the amendment, as such we have not adjusted for these items.

Reorganization value is a term defined in ASC 852 as the fair value of a company’s total assets prior to the consideration of liabilities and is intended to approximate the amount a willing buyer would pay for the assets immediately after a restructuring. New Seadrill’s reorganization value was derived from the midpoint of the Company’s approved range of distributable value, as approved by the Bankruptcy Court. Distributable value is defined in Exhibit H to the disclosure statement and reflects the following components of value:

•

Consolidated operating company value of Seadrill Limited, NADL, Sevan, AOD, and their respective subsidiaries;

•

Investments in non-consolidated affiliate corporate entity groups for Seamex, Seabras, and Seadrill Partners; and

•

Other asset values consisting of certain receivables, investments, newbuild interests and excess cash.

The distributable value midpoint of $11.0 billion is used as the best estimate to reflect the reorganization expected fair value; however, such conclusion may change depending on the facts and circumstances as of the Effective Date.

The reconciliation of the Company’s distributable value to reorganization value is as follows:


(In US$ millions)	Low		Mid		High
Consolidated operating company value	$	7,316	$	7,892	$	8,468
Plus: non-consolidated entities value (1)		1,906		2,096		2,286
Plus: other asset value, excluding excess cash		212		212		212
Plus: other asset value, excess cash		804		804		804

Total distributable value	$	10,238	$	11,004	$	11,770
Add: non-interest bearing liabilities		499		499		499

Total reorganization value	$	10,737	$	11,503	$	12,269
Increase in other asset value (excluding excess cash) (2)		42		42		42

Total adjusted reorganization value	$	10,779	$	11,545	$	12,311

(1)	Non-consolidated entities value includes certain balance due from related parties

(2)	Reflects increase of $42 million to arrive at $126 million of expected proceeds from the sale of the West Rigel newbuild

Note 2. Pro Forma Adjustments

Reorganization Adjustments

(a)	Adjustments to cash and cash equivalents including the following:


(In US$ millions)
Receipt from Rights Offering (NSN and New Seadrill equity)	$	1,080
Payment toward general unsecured cash pool for non-eligible rights offering holders		(23	)
Payment toward newbuild counterparty members		(13	)
Newbuild counterparty advisor fees		(4	)
Payment toward general unsecured pool recovery cash account		(17	)
Payment of new commitment party closing fee		(1	)
Payment of NSN debt issuance costs		(9	)
Amendment consent fees to senior secured creditors		(27	)
Funding of professional fees escrow account		(43	)
Funding of the escrow account for NSN collateral		(228	)
Cure payments and 503(b)(9) claims		(10	)
Payment of CoCom fee		(4	)
Pre-issuance accrued interest on NSN		(5	)
Payment of professional fees and success fees		(117	)

Change in cash and cash equivalents	$	579

Adjustments to restricted cash includes the following:


(In US$ millions)
Funding of professional fees escrow account	$	43
Funding of the escrow amount per terms of NSN		228

Change in restricted cash	$	271

(b)	Reflects the reinstatement of trade accounts payable and other liabilities included as part of liabilities subject to compromise for $103 million.

(c)	Reflects the reinstatement of amount due to related party included as part of liabilities subject to compromise.

(d)	Reflects the $17 million adjustment to accrued liabilities for accrued professional and success fees estimated through the confirmation date of April 17, 2018 less cash payment for professional and success fees upon emergence.


(In US$ millions)
Professional and success fees incurred through confirmation	$	73
Cash payment for professional fees upon emergence		(56	)

Total pro forma increase to accrued liabilities	$	17

(e)	As of the Effective Date, the Company will either reinstate certain liabilities or settle upon implementation of the plan of reorganization. The adjustment reflects the removal of the balance from

liabilities subject to compromise. As of December 31, 2017, liabilities subject to compromise include the following balances:


(In US$ millions)
Senior undersecured or impaired external debt	$	5,371
Unsecured bonds		2,334
Newbuild claims		1,064
Accrued interest payable		50
Derivatives previously recorded at fair value		249
Accounts payable and other liabilities		103
Amount due to related party		20

Total liabilities subject to compromise	$	9,191

(f)

Increase in long-term debt includes reinstatement of liabilities from liabilities subject to compromise as well as the issuance of new debt in connection with the Notes Rights Offering. Additional adjustments are made for adequate protection payments and debt issuance costs. The net increase reflects the following:


(In US$ millions)
Senior undersecured or impaired external debt	$	5,371
Adequate protection payments		81
Lender consent fee		(27	)

Total surviving secured credit facilities		5,425
Issuance of NSN		880
NSN debt issuance cost		(9	)

Net increase in long-term debt	$	6,296

(g)	The Predecessor capital account balances are eliminated to reflect the Step Plan of the Reorganization. The net effect to Predecessor retained earnings is as follows:


(In US$ millions)
Liabilities subject to compromise	$	9,191
Less: Payment toward general unsecured cash pool for non-eligible rights offering holders		(23	)
Less: Payment toward newbuild counterparty members		(13	)
Less: Payment toward general unsecured pool recovery cash account		(17	)
Less: Reinstatement of accounts payable and other liabilities		(103	)
Less: Reinstatement of amount due to related party		(20	)
Less: Reinstatement of senior undersecured or impaired external debt		(5,371	)

Gain on extinguishment of liabilities subject to compromise		3,644
Less: Adequate protection payments		(81	)
Less: Newbuild counterparty advisor fees		(4	)
Less: New commitment party closing fees		(1	)
Less: Cure payments and 503(b)(9) claims		(10	)
Less: Payment of CoCom fees		(4	)
Less: Pre-issuance accrued interest on NSN		(5	)
Less: Recognition of professional fees and success fees		(134	)

Net income effect on Predecessor retained earnings		3,405
Cancellation of Predecessor common units		1,008
Cancellation of Predecessor additional paid-in capital		3,313
Cancellation of Predecessor contributed surplus		1,956
Elimination of NADL and Sevan non-controlling interests		302

Change in Predecessor retained earnings	$	9,984

(h)	Reflects the issuance of $200 million of Successor common stock per the Equity Commitment.

(i)	Upon emergence, NADL and Sevan will be wholly owned subsidiaries of New Seadrill. This adjustment reflects the elimination of the non-controlling interests of NADL and Sevan.


(In US$ millions)
Non-controlling interest in NADL	$	76
Non-controlling interest in Sevan		226

Total non-controlling interest eliminated	$	302

(j)	Reflects the removal of the historical impairment expense recognized in conjunction with the rejected Newbuildings contracts as part of the chapter 11 process.

(k)	Reflects the removal of prepetition restructuring expenses incurred related to the chapter 11 process that were booked in general and administrative expenses and other financial items and other income and expenses, net.

(l)	Adjustments to interest expense reflects the following:


(In US$ millions)
Removal of historical interest expense	$	285
Pro forma interest expense on NSN		(106	)
Amortization of NSN debt issuance costs		(1	)
Pro forma interest expense on senior secured credit facilities		(274	)
Amortization of lender consent fees on senior secured credit facilities		(5	)
Amortization of discount on senior secured credit facilities and NSN		(29	)
Pro forma interest expense on Ship Finance Loans		(47	)

Net pro forma increase to interest expense	$	(177	)

(m)	Reflects the removal of reorganization items, net which represents charges for professional fees and other costs directly attributable to the chapter 11 process that will not have a continuing effect on the Company.

(n)	Reflects the elimination of net loss attributable to non-controlling interests of NADL and Sevan. Upon emergence, NADL and Sevan will be wholly owned subsidiaries of New Seadrill.


(In US$ millions)
Net income attributable to non-controlling interest in NADL	$	(90	)
Net income attributable to non-controlling interest in Sevan		(65	)

Net loss attributable to non-controlling interest eliminated	$	(155	)

Fresh Start Adjustments

(o)	Reflects the fair value adjustment to remove deferred mobilization cost, which is determined to have no future economic benefits. Deferred mobilization costs of $15 million and $5 million are included in current and other non-current assets, respectively.

(p)	The fair value adjustment to investment in associated companies reflects the following items:


(In US$ millions)
Current due from related parties	$	217
Non-current due from related parties		547

Total predecessor related parties receivable		764
Less: related party amount owed by Seadrill Partners for West Vencedor receivable (1)		(25	)
Less: related party amount owed by Archer for its convertible note (2)		(53	)

Net AR due from related parties included in non-consolidated entities at fair value		686
Plus: Seadrill Partners common units included in marketable securities within other current assets		96
Plus: Pro forma investment in associated companies		1,314

Midpoint of the non-consolidated entities fair value	$	2,096

Reversal of predecessor investment in associated companies	$	(1,473	)
Pro forma investment in associated companies		1,314

Fair value adjustment to investment in associated companies	$	(159	)

(1)

This receivable is expected to be fully collected by Effective Date and was considered as part of excess cash of total distributable value. At December 31, 2017, the $25 million receivable under the West Vencedor loan serves to increase the value attributed to other non-operating assets and reduce excess cash.

(2)

The amount owed by Archer under its convertible note is separately evaluated as part other asset value (excluding excess cash) as part of the build-up of total distributable value. As a result, it is removed from the reconciliation of non-consolidated entities value for fresh start.

(q)	Reflects the fair value adjustment to Newbuildings, which is expected to be zero as of the Effective Date.

(r)	Reflects the fair value adjustment to the drilling units to arrive at the midpoint of consolidated company operating value.

(s)

Reflects the elimination of historical debt issuance cost of $2 million and the adjustment to the senior secured credit facilities of $260 million to reflect the estimated discount upon emergence to arrive at the midpoint of the fair value of New Seadrill debt range provided as part of distributable value.


(In US$ millions)
Predecessor debt (due within one year and long-term)	$	994
Net increase in long-term debt (footnote (f) from above)		6,296

Pro forma reorganized debt		7,290
Add: Adjustment for predecessor debt issuance cost		2
Add: Lender consent fees		27
Add: NSN debt issuance cost		9

Pro forma par value of reorganized debt		7,328
Less: Midpoint of the New Seadrill fair value of debt		7,068

Pro forma discount on New Seadrill debt	$	260


Midpoint of the New Seadrill debt value	$	7,068
Less: Lender consent fees		(27	)
Less: NSN debt issuance cost		(9	)

Pro forma reorganized debt	$	7,032

(t)	Reflects the fair value adjustment to remove deferred mobilization revenue, which the Company has determined to have no future performance obligations. Deferred mobilization revenue of $37 million and $18 million are included in current and other non-current liabilities, respectively.

(u)	Reflects the adjustment to remove net carrying value of unfavorable contracts for $23 million included in current liabilities as well as reverse corresponding amortization of unfavorable contracts of $43 million from other revenues.

(v)	Reflects the fair value adjustment of deferred tax liabilities as a result of applying fresh start accounting.

(w)	Reflects the fresh start accounting adjustment to reset retained earnings and accumulated other comprehensive income.

(x)	Reflects the cumulative impact of our fresh start accounting adjustments discussed above.

(y)	Reflects the fair value adjustment of non-controlling interest for AOD from a carrying value of $139 million to the midpoint fair value of $32 million.

(z)

Reflects the adjustments to depreciation expense for the drilling units of New Seadrill due to recording balances at fair value as a result of the adoption of fresh start accounting as of the Effective Date. There was no impairment expense related to long-lived assets in 2017. The drilling units were depreciated at an estimated remaining weighted-average useful life of 22.4 years.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

New Seadrill currently has a board of directors consisting of four members and a limited number of officers. In connection with the Reorganization, it is expected that the board of directors of New Seadrill will be expanded to seven members. Certain matters relating to our corporate governance have not been finalized and may change prior to the Effective Date.

Directors and senior management

Directors

The current directors of New Seadrill are:

•

Claire Burnard

•

Georgina Sousa

•

Kate Blankenship

•

David Weinstein

Certain biographic information about each of the current directors of New Seadrill and also certain key employees within our affiliates who are responsible for overseeing management of our business is set forth below:

Claire Burnard has served as a director of New Seadrill since its formation. She is currently a Senior Corporate Administrator and Assistant Secretary for Frontline Ltd. and acts as Assistant Secretary for Frontline 2012 Ltd., North Atlantic Drilling Ltd. and Ship Finance International Ltd. Until November 2010, she was Corporate Administrator and Secretary for Kattegat Ltd. From 2001 to 2007 she was a Corporate Administrator for Consolidated Services Limited. From 1998 to 2001 she worked as a Corporate Administrator with the Bermuda law firm Appleby. From 1989 to 1998 she was employed with the Bermuda law firm Marshall Diel & Myers as a Legal Secretary and Corporate Assistant to the Corporate Department.

Georgina Sousa has served as a director of New Seadrill since its formation and as Secretary for Seadrill since February 2006. She was appointed as a director of Seadrill on November 23, 2015. She is also a director and the Head of Corporate Administration for Frontline and is the secretary of NADL, Ship Finance, Seadrill Partners and Archer. Until January 2007, she was Vice-President-Corporate Services of Consolidated Services Limited, a Bermuda Management Company, having joined the firm in 1993 as Manager of Corporate Administration. From 1976 to 1982 Mrs. Sousa was employed by the Bermuda law firm of Appleby, Spurling & Kempe as company secretary and from 1982 to 1993 she was employed by the Bermuda law firm of Cox & Wilkinson as senior company secretary.

Kate Blankenship has served as a director of New Seadrill since its formation and as a director of Seadrill since its inception in May 2005. Mrs. Blankenship has also served as a director of Frontline since 2003. Mrs. Blankenship joined Frontline in 1994 and served as its Chief Accounting Officer and Secretary until October 2005. Mrs. Blankenship has been a director of Ship Finance since October 2003, Seadrill Partners since June 2012, NADL since February 2011, Independent Tankers Corporation Limited, since February 2008, Golden Ocean since March 2015, Archer since its incorporation in 2007 and Avance Gas Holding Ltd since October 2013. Mrs. Blankenship served as a director of Golar LNG Limited from July 2003 until September 2015 and Golar LNG Partners LP from September 2007 until September 2015. She is a member of the Institute of Chartered Accountants in England and Wales.

David Weinstein was appointed as a director of New Seadrill in April 2018. Mr. Weinstein is currently also serving as Chairman of the Restructuring Committee for Seadrill Limited, the Chairman of The Oneida Group, a

director on the board of TORM plc., Stone Energy Corporation and TRU Taj Finance Inc. He has been a business consultant specializing in reorganization and capital market activities since 2004. He has previously served on a number of other boards including, most recently, Axiall Corporation and as Chairman of Horizon Lines Inc. Previously Mr. Weinstein has served as Managing Director and Group Head, Debt Capital Markets – High Yield and Leverage Finance at Calyon Securities from 2007 to 2008, as well as a Managing Director and Head of High Yield Capital Markets at BNP Paribas, BankBoston Securities and Chase Securities, Inc., and head of the capital markets group in the High Yield Department at Lehman Brothers.

Anton Dibowitz serves as the Chief Executive Officer of Seadrill Management Ltd. and as our Principal Executive Officer. Mr. Dibowitz was appointed Chief Executive Officer of Seadrill in July 2017. Prior to this Mr. Dibowitz served as Executive Vice President of Seadrill Management Ltd. since June 2016, and as Chief Commercial Officer since January 2013. He has over 20 years drilling industry experience most recently serving as Vice President of Marketing and prior to that as Commercial Director, Deepwater Western Hemisphere Division. Prior to joining Seadrill, Mr. Dibowitz held various positions within tax, process reengineering and marketing at Transocean Ltd. and Ernst & Young LLP. He is a Certified Public Accountant and a graduate of the University of Texas at Austin where he received a Bachelor’s degree in Business Administration, and Master’s degrees in Professional Accounting (MPA) and Business Administration (MBA).

Mark Morris serves as the Chief Financial Officer of Seadrill Management Ltd. and as our Principal Financial Officer and Principal Accounting Officer. Mr. Morris was appointed as Seadrill’s Chief Financial Officer in September 2015. Mr. Morris was most recently the chief financial officer for Rolls-Royce Group plc and held several roles in his 28 years with the company. During his career at Rolls Royce, amongst other roles, Mr. Morris served as group treasurer and managing director of Rolls-Royce Capital and as treasurer of International Aero Engines, a Rolls-Royce Joint Venture. Mr. Morris has served as Seadrill Partners Chief Executive Officer since September 2015.

Board practices

Upon our emergence from bankruptcy, we expect our board will consist of seven directors, of whom five will be independent directors. Initially, we expect our board composition will be determined as described under “—Directors and senior management—Directors.” After our emergence from bankruptcy, certain parties will have the right to appoint directors in accordance with our bye-laws. For as long as Hemen owns at least 10% of our issued and outstanding common shares, it will have the right to appoint two affiliated directors and two independent directors to our board. If Hemen owns greater than 5% but less than 10% of our issued and outstanding common shares, it will have the right to appoint one affiliated director and two independent directors to our board. Additionally, Centerbridge will have the right to appoint one director at the time of our first annual meeting of shareholder’s following the first anniversary of the Effective Date, provided that Centerbridge retains at least 50% of its original investment in New Seadrill’s common shares at such time. Except as described above, our board will be elected annually by holders of common shares in accordance with our bye-laws. See “Description of Share Capital.”

In connection with the Reorganization, we intend to establish an audit committee of the Board of Directors of New Seadrill. The audit committee will be responsible for overseeing the quality and integrity of our

Consolidated Financial Statements and our accounting, auditing and financial reporting practices; our compliance with legal and regulatory requirements; the independent auditor’s qualifications, independence and performance; and our internal audit function.

In lieu of a nomination committee, we expect that the Board will be responsible for identifying and recommending potential candidates to become board members and recommending directors for appointment to board committees.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table contains information about the estimated beneficial ownership of New Seadrill’s common shares, after giving effect to the Plan and the transactions contemplated thereby, for:

•

each shareholder known by us to own beneficially 5% or more of our common shares;

•

each of our directors;

•

each of our executive officers; and

•

all directors and executive officers as a group.

The number of shares and percentage of ownership indicated in the following table is based on 100.0 million common shares of New Seadrill that will be issued and outstanding after distributions are made pursuant to the Plan.

Information with respect to beneficial ownership has been furnished by each director, officer, beneficial owner of more than 5% of our common shares or selling shareholder. Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by footnote, to our knowledge, the persons named in the table below will have sole voting and investment power with respect to all common shares shown as beneficially owned by them.


	Beneficial Ownership
5% Shareholders, Officers and Directors	Number of Shares	Percent of Total
Beneficial Owners of 5% or More of Our Common Shares (1)

Directors and Executive Officers (2)

*	Represents less than 1%

(1)	As of the date of filing of this registration statement, the beneficial holders of our common shares are not known.

(2)

As of the date of this registration statement, the amount of our common shares to be held by our directors and executive officers as of or following the Effective Date is not known. Information relating to our directors and executive officers as of the Effective Date will be added by amendment. The business address for each of our directors and officers is Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.

SELLING SHAREHOLDERS

Information with respect to beneficial ownership has been furnished by each selling shareholder. Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by footnote, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all common shares shown as beneficially owned by them.

The common shares registered hereby were acquired by the selling shareholders in connection with the transactions contemplated by the Plan. Unless set forth in this section, under “Certain Relationships and Related Party Transactions,” or under “Item 7.B. Related Party Transactions” of our 2017 Annual Report, to our knowledge, none of the selling shareholders has, or within the past three years has had, any material relationship with us or with any of our predecessors or affiliates.

The following table sets forth information with respect to the selling shareholders and common shares beneficially owned by the selling shareholders that may be offered from time to time pursuant to this prospectus. The selling shareholders may offer all, some or none of their common shares. See “Plan of Distribution.”

Name of Selling Shareholder

Number of
Common Shares
Beneficially
Owned

Maximum
Number of
Common Shares
That May Be
Offered By This
Prospectus

Percentage of Common Shares
Beneficially Owned

Before Offering

If Maximum
Number of Shares
Offered are Sold

(1)

*	Represents less than 1%

(1)	As of the date of this registration statement, the selling shareholders have not been determined.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

Seadrill and its affiliates are party to a number of significant contractual arrangements with related parties. In addition to the information contained in this section, you should carefully review “Item 7.B. Related Party Transactions” of our 2017 Annual Report, which is incorporated by reference into this prospectus.

Registration Rights

Under the terms of a registration rights agreement that we entered into on April 17, 2018 with the Commitment Parties, we have agreed to register for resale under the Securities Act and applicable state securities laws the common shares held by the Commitment Parties and certain other recipients of our common shares (the “Registrable Securities”) and to include any of these common shares in a registration by us of other common shares, including common shares offered by us or by any shareholder. We have agreed to use commercially reasonable efforts to have the registration statement declared effective by the SEC and inform all the shareholders named in the registration statement of its effectiveness on the same business day as effectiveness is obtained. We are required to maintain the effectiveness of this resale registration statement until the date on which all of the common shares covered by the registration statement have been sold.

Certain Commitment Parties may request to sell all or a portion of their common shares covered by the registration statement in an underwritten offering (including block trades), subject to certain priority allocations among the Commitment Parties as set forth in the Registration Rights Agreement, but no such Commitment Party is entitled to make a demand for any underwritten offering unless such Commitment Party holds at least 5% of our issued and outstanding common shares, calculated at the time of such demand. In addition, certain of the Commitment Parties that hold at least 5% of our issued and outstanding common shares, calculated at the time of such demand, shall receive unlimited demand resale registration rights and all holders shall receive piggyback registration rights, subject to the limitations set forth in the Registration Rights Agreement, including the following: (x) no more than four underwritten offerings in any 12-month consecutive period; (y) no more than one underwritten offering or demand registration within sixty (60) days (or such longer period specified in any applicable lock-up agreement entered into with underwriters) after the consummation of a previous underwritten offering or demand registration or (z) no underwritten offering or demand registration if the aggregate proceeds expected to be received from the sale of the common shares covered by the registration statement requested to be sold in such underwritten offering or demand registration, in the good faith judgment of the managing underwriter(s) for such underwritten offering (or the Issuer if such demand registration is not underwritten), is less than $50 million. The demand and piggyback registration rights shall be transferable by any holder of Registrable Securities to its affiliates, or by certain Commitment Parties in connection with any private sale transaction of Registrable Securities of $25 million or more. In addition, all Commitment Parties and holders of certain General Unsecured Claims who hold common shares covered by the registration statement may piggyback on underwritten offerings requested by any Commitment Party, subject to certain priority and cutback terms set forth in the Registration Rights Agreement.

Under the Registration Rights Agreement, we are required to use commercially reasonable efforts to cause our common shares to be listed on the Oslo Stock Exchange and the New York Stock Exchange (or an alternate “national securities exchange” (within the meaning of the Exchange Act), as reasonably determined by the Issuer’s board in consultation with the Commitment Parties) and registered under the Exchange Act on the date that the registration statement has been declared effective by the SEC.

In connection with the first underwritten offering, each holder of Registrable Securities has agreed that it shall not, during the 60 days after the pricing (the “Lock-Up Period”), directly or indirectly, offer, pledge, assign, encumber, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, or otherwise transfer or dispose of any of its common shares, subject to the following

exceptions: (i) common shares issued to a holder by us pursuant to Section 1145 of the Bankruptcy Code; (ii) resales of a maximum of 15% of the applicable holder’s common shares as of the Closing Date pursuant to the registration statement, calculated on the closing date of the Reorganization; (iii) a tender offer by us for our common shares approved by our board of directors; (iv) sales to us pursuant to an authorized share repurchase program in accordance with Rule 10b5-1 under the Exchange Act; (v) common shares covered by the registration statement that are included in an underwritten offering; or (vi) transfers of common shares between affiliate entities of a holder. The Lock-Up Period does not apply to any common shares sold under one or more exemptions from registration under the Securities Act, but the Lock-Up Period does apply to sales on the Oslo Stock Exchange. The Lock-Up Period may be extended for up to an additional 30 days, at the reasonable request of the managing underwriter(s).

We are obligated to pay all expenses incidental to the registration, excluding underwriting discounts and commissions, but we will not be required to pay any damages or penalties related to any delay or failure to file a registration statement or to the failure to cause a registration statement to become effective. The Registration Rights Agreement includes other customary terms including, but not limited to, those relating to suspension periods for registration and offering demands, offering procedures and indemnification.

The foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit 4.2 to the registration statement of which this prospectus forms a part.

DESCRIPTION OF SHARE CAPITAL

The following description of our share capital summarizes certain provisions of our memorandum of association and our bye-laws that will become effective as of the Effective Date. Certain matters relating to our corporate governance have not been finalized and may change prior to the Effective Date. The following summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of our memorandum of association and bye-laws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part. Prospective investors are urged to read the exhibits for a complete understanding of our memorandum of association and bye-laws. Capitalized terms used in this section that are not defined herein have the meanings given to them in our bye-laws.

General

We are an exempted company incorporated under the laws of Bermuda. We are registered with the Registrar of Companies in Bermuda under registration number 53439. We were incorporated on March 14, 2018 under the name New SDRL Limited. Our registered office is located at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.

The objects of our business are unrestricted, and we have the capacity of a natural person. We can therefore undertake activities without restriction on our capacity.

Our shareholders are expected to approve certain amendments to our bye-laws which would then become effective on the Effective Date. The following description assumes that such amendments have become effective.

Share Capital

Immediately following the completion of the Reorganization, our authorized share capital will consist of common shares, par value $0.10 per share. Upon completion of the Reorganization, there will be 100.0 million common shares issued and outstanding, excluding approximately 11.1 million additional common shares reserved for issuance under our Employee Incentive Plan. All of our issued and outstanding common shares are and will be fully paid.

On March 29, 2018 we issued 1,000 common shares to Seadrill in connection with its corporate reorganization pursuant to the Plan. We have not issued any other share capital at this time. All of our issued and outstanding common shares are fully paid and non-assessable.

On the Effective Date, we will issue the New Seadrill Common Shares pursuant to the terms of the Plan and the Investment. See “The Reorganization—Issuance and Distribution of the New Shares under the Plan and the Investment Agreement.”

Pursuant to our bye-laws our board of directors is authorized to issue any of our authorized but unissued shares. There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our shares.

Common Shares

Holders of common shares have no pre-emptive, redemption, conversion or sinking fund rights. Holders of common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares. Unless a different majority is required by law or by our bye-laws, resolutions to be approved by holders of common shares require approval by an Ordinary Resolution, being a resolution approved by a simple majority of votes cast at a meeting at which a quorum is present.

In the event of our liquidation, dissolution or winding up, the holders of common shares are entitled to share equally and ratably in our assets, if any, remaining after the payment of all of our debts and liabilities, subject to any liquidation preference on any issued and outstanding preference shares.

Preference Shares

Pursuant to Bermuda law and our bye-laws, shareholders by Ordinary Resolution may create preference shares. Subject to the Companies Act, any preference shares may, with the sanction of an Ordinary Resolution of the shareholders be issued on terms that they are to be redeemed on the happening of a specified event or on a specified date or may be redeemed at the option of the holder or at our option.

Dividend Rights

Under Bermuda law, a company may not declare or pay dividends if there are reasonable grounds for believing that: (i) the company is, or would after the payment be, unable to pay its liabilities as they become due; or (ii) that the realizable value of its assets would thereby be less than its liabilities. Under our bye-laws, each common share is entitled to dividends if, as and when dividends are declared by our board of directors.

Any cash dividends payable to holders of our common shares listed on the NYSE will be paid to , our transfer agent in the United States for disbursement to those holders.

Any cash dividends payable to holders of our common shares listed on the Oslo Stock Exchange will be paid to , our transfer agent in Norway for disbursement to those holders.

Variation of Rights

If at any time we have more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may be varied either: (i) with the consent in writing of the holders of 75% of the issued shares of that class; or (ii) with the sanction of a resolution passed by a majority of 75% of the votes cast at a general meeting of the relevant class of shareholders at which a quorum consisting of at least two persons holding or representing one-third of the issued shares of the relevant class is present. Our bye-laws specify that the creation or issue of shares ranking equally with existing shares will not, unless expressly provided by the terms of issue of existing shares, vary the rights attached to existing shares.

Transfer of Shares

Our board of directors may in its absolute discretion refuse to register the transfer of a share that it is not fully paid. Our board may also decline to register a transfer of a share unless the instrument of transfer is accompanied by the relevant share certificate and such other evidence of the transferor’s right to make the transfer as our board of directors shall reasonably require. Our bye-laws also provide if our board is of the opinion that a transfer may breach any law or requirement of any authority or any Listing Exchange, registration of the transfer shall be declined until the board receives satisfactory evidence that no such breach would occur.

In addition, our board may decline to register, and may require (the “VPS Registrar”), the registrar of our branch register kept in Norway (the “VPS Register”) to decline to register, a transfer of a share or an interest therein held through the VPS Register if such transfer would result in 50% or more of our issued share capital (or of the votes attaching to all issued shares) being held or owned, directly or indirectly, by Norwegian tax residents. In connection with this restriction, each shareholder is deemed to be tax resident in the jurisdiction of their address in the share register or the VPS Register and is required to notify us of his tax residence immediately if it is not in such jurisdiction or if it subsequently changes. A failure to notify us of such correction or change can lead to the shareholder’s entitlement to vote, exercise other rights attaching to the shares or interests therein and receive payments of income or capital being suspended and to such shares or interests therein being sold at the best price reasonably obtainable in all the circumstances. Furthermore, if such holding of 50% or more by Norwegian tax residents occurs, our bye-laws require our board to make an announcement through the Oslo Stock Exchange, and our board and the VPS Registrar are then entitled to dispose of shares or interests therein to bring such holding by Norwegian tax residents below 50%—the shares or interests therein to be sold being firstly those held by holders who failed to comply with the above notification requirement, and thereafter those that were acquired most recently by the holders.

Subject to these restrictions and any other restrictions in our Bye-laws and to the Bermuda Companies Acts and applicable United States laws (including, without limitation, the Securities Act and related regulations), a holder of common shares may transfer the title to all or any of his common shares by completing a form of transfer in the usual common form or in such other form as the board may approve. The instrument of transfer must be signed by the transferor and in the case of a share that is not fully paid, the transferee. Our board may also implement arrangements in relation to the evidencing of title to and the transfer of uncertificated shares.

Disclosure of Material Interests

Our Bye-laws provide that, where the requirements of the Oslo Stock Exchange require any person acquiring or disposing of an interest in our shares to give notification of such change in interest, such person must immediately notify the VPS Registrar of the acquisition or disposal and of the person’s resulting interest, following which, the VPS Registrar will notify us and the Oslo Stock Exchange. If a person fails to provide such notification, our board of directors shall require the VPS Registrar to serve the person with notice, requiring compliance with the notification requirements and informing him that pending such compliance the registered holder of the shares shall have suspended its entitlement to vote, exercise other rights attaching to the shares and receive payments of income or capital.

Meetings of Shareholders

Under Bermuda law, a company is required to convene at least one general meeting of shareholders each calendar year (the “annual general meeting”). However, the members may by resolution waive this requirement, either for a specific year or period of time, or indefinitely. When the requirement has been so waived, any member may, on notice to the company, terminate the waiver, in which case an annual general meeting must be called.

Bermuda law provides that a special general meeting of shareholders may be called by the board of directors of a company and must be called upon the request of shareholders holding not less than 10% of the paid-up capital of the company carrying the right to vote at general meetings. Bermuda law also requires that shareholders be given at least five days’ advance notice of a general meeting, but the accidental omission to give notice to any person does not invalidate the proceedings at a meeting. Our bye-laws provide that our board of directors may convene an annual general meeting or a special general meeting. General meetings of our shareholders may not be held in Norway or the United Kingdom.

Under our bye-laws, at least seven days’ notice of an annual general meeting or a special general meeting must be given to each shareholder. This notice requirement is subject to the ability to hold such meetings on shorter notice if such notice is agreed: (i) in the case of an annual general meeting by all of the shareholders entitled to attend and vote at such meeting; or (ii) in the case of a special general meeting by a majority in number of the shareholders entitled to attend and vote at the meeting holding not less than 95% in nominal value of the shares entitled to vote at such meeting. The quorum required for a general meeting of shareholders is two or more shareholders present in person or by proxy.

Our bye-laws provide that no shareholder is entitled to attend any general meeting unless the shareholder has delivered to our registered office written notice of its intention to attend and vote in person or by proxy at least 48 hours before the time of the meeting or the adjournment thereof.

Access to Books and Records and Dissemination of Information

the company’s audited financial statements, which must be presented to the annual general meeting. The register of members of a company is also open to inspection by shareholders and by members of the general public without charge. The register of members is required to be open for inspection for not less than two hours in any business day (subject to the ability of a company to close the register of members for not more than thirty days in a year). A company is required to maintain its share register in Bermuda but may, subject to the provisions of the Companies Act, establish a branch register outside of Bermuda. A company is required to keep at its registered office a register of directors and officers that is open for inspection for not less than two hours in any business day by members of the public without charge. A company is also required to file with the Registrar of Companies in Bermuda a list of its directors to be maintained on a register, which register will be available for public inspection subject to such conditions as the Registrar may impose and on payment of such fee as may be prescribed. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records. In addition, our bye-laws require that the Company provide to each of the Investors certain financial reports and other information, and provide certain Investors with certain additional inspection rights and access to management.

Election and Removal of Directors

Our bye-laws provide that provided Hemen’s Percentage Interest (as defined in our bye-laws) is at least 5% (and has not previously fallen below 5%), our board shall consist of seven directors unless the shareholders by Ordinary Resolution determine otherwise and Hemen provides its written consent. Our board of directors will initially consist of seven directors. Our directors are appointed or elected as follows:

(a)

provided that Hemen’s Percentage Interest is equal to or exceeds 10% (and has not previously fallen below 10%), Hemen shall have the right from the Plan Effective Date (as defined in our bye-laws) to: (a) appoint two persons as Hemen Directors (as defined in our bye-laws), of whom one shall be the Chairman; and (b) appoint two persons as Independent Nominees (as defined in our bye-laws), provided that the other directors are given reasonable opportunity to meet and consult with Hemen and such Independent Nominees prior to their appointment to our board;

(b)

provided that Hemen’s Percentage Interest is equal to or exceeds 5% but is less than 10% (and has not previously fallen below 5%), Hemen shall have the right from the Plan Effective Date to: (a) appoint one person as a Hemen Director, who shall be the Chairman; and (b) appoint two persons as Independent Nominees, provided that the other directors are given reasonable opportunity to meet and consult with Hemen and such Independent Nominees prior to their appointment to our board;

(c)

provided that Centerbridge retains at least 50% of the Initial Centerbridge Investment (as defined in our bye-laws) (and has not previously held less than 50% of the Initial Centerbridge Investment), Centerbridge shall have the right from the Plan Effective Date to appoint one person as a Centerbridge Director (as defined in our bye-laws), including at the time of the first election of directors that follows the first anniversary of the Plan Effective Date (but not at any subsequent election). From the second election of directors which takes place following the first anniversary of the Plan Effective Date (and subsequent elections thereafter), Centerbridge shall no longer have the right to appoint a Centerbridge Director;

(d)

provided that the Select Commitment Parties retain at least 50% of the Initial Select Commitment Parties’ Investment (as defined in our bye-laws) (and have not previously held less than 50% of the Initial Select Commitment Parties’ Investment), the Select Commitment Parties, acting by a majority shall have the right from the Plan Effective Date until immediately prior to the first Annual General Meeting after the Plan Effective Date to appoint one Select Commitment Parties Director (as defined in our bye-laws); and

(e)

Hemen, Centerbridge and the Select Commitment Parties, acting by a majority of each of Hemen, Centerbridge and the Select Commitment Parties, shall have the right from the Plan Effective Date to appoint one Joint Designee Director (as defined in our bye-laws). The New Commitment Parties (as

defined in our bye-laws) shall have the right to suggest up to three candidates for the position of Joint Designee Director, which candidates will be considered by Hemen, Centerbridge and the Select Commitment Parties when determining the identity of the Joint Designee Director, provided that the New Commitment Parties will provide the names of the suggested candidates to Hemen, Centerbridge and the Select Commitment Parties in advance of the proposed date of appointment of the Joint Designee Director in accordance with our bye-laws. Prior to appointing the Joint Designee Director, Hemen, Centerbridge and the Select Commitment Parties will deliver written notice of the proposed identity of the Joint Designee Director to the Ad Hoc Group (with separate notice to the outside legal counsel of the Ad Hoc Group) and Barclays not less than three Business Days in advance of the proposed date of appointment of the Joint Designee Director, and shall take into consideration any objections raised by the New Commitment Parties as to the identity of the Joint Designee Director. Notwithstanding the foregoing, each of Hemen, Centerbridge and the Select Commitment Parties shall not unreasonably withhold its consent to any appointment of such Join Designee Director.

A director (other than an Investor Appointed Director, as defined in our bye-laws) may be removed by the shareholders in a special general meeting, provided notice of the special general meeting convened to remove the director is given to the director concerned. The notice must contain a statement of the intention to remove the director and must be served on the director not less than fourteen days before the meeting. Such director is entitled to attend the meeting and be heard on the motion for his removal. An Investor Appointed Director may be removed by written notice delivered to our registered office by the Investor(s) entitled to make the appointment.

Proceedings of Board of Directors

Our bye-laws provide that our business is to be managed and conducted by our board of directors. Bermuda law permits individual and corporate directors and there is no requirement in our bye-laws or Bermuda law that directors hold any of our shares. There is also no requirement in our bye-laws or Bermuda law that our directors must retire at a certain age.

The remuneration of our directors is determined by the shareholders in general meeting. Our directors may also be paid all travel, hotel and other expenses properly incurred by them in connection with our business or their duties as directors.

No physical meeting of the board may take place in Norway or the UK. For any meeting of the board or any board committee held electronically, a majority of the directors participating (including the Chairman) must be physically located outside the UK, and the board must use reasonable endeavors to ensure that the meeting is not deemed to be held in Norway.

Provided a director discloses a direct or indirect interest in any contract or arrangement with us as required by Bermuda law, such director is entitled to vote in respect of any such contract or arrangement in which he or she is interested and shall be taken into account in determining the quorum for the relevant board meeting. Matters decided at a board meeting are determined by a majority of votes cast, and in the case of an equal number of votes the Chairman of the board has a second or casting vote.

A director (including the spouse or children of the director or any company of which such director, spouse or children own or control more than 20% of the capital or loan debt) cannot borrow from us, (except loans made to directors who are bona fide employees or former employees pursuant to an employees’ share scheme) unless shareholders holding 90% of the total voting rights have consented to the loan.

Indemnification of Directors and Officers

in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.

We have adopted provisions in our bye-laws that provide that we shall indemnify our officers and directors in respect of their actions and omissions to the fullest extent permitted by Bermuda law. Our bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of the company’s directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director.

Amendment of Memorandum of Association and Bye-laws

Bermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a general meeting of shareholders. Our bye-laws provide that the bye-laws may be amended by our board of directors, but any such amendment shall only become operative to the extent it is confirmed by Ordinary Resolution of our shareholders. Our bye-laws also provide that as long as Hemen’s Percentage Interest (as defined in our bye-laws) is at least 5%, Hemen’s prior written consent is required for any amendment to our memorandum of association or bye-laws that would modify or affect Hemen’s director appointment right or the rights and powers of the Hemen Directors (as defined in our bye-laws).

Under Bermuda law, the holders of an aggregate of not less than 20% in par value of the company’s issued share capital or any class thereof have the right to apply to the Supreme Court of Bermuda for an annulment of any amendment of the memorandum of association adopted by shareholders at any general meeting, other than an amendment which alters or reduces a company’s share capital as provided in the Companies Act 1981. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda court. An application for an annulment of an amendment of the memorandum of association must be made within twenty-one days after the date on which the resolution altering the company’s memorandum of association is passed and may be made on behalf of persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. No application may be made by shareholders voting in favor of the amendment.

Amalgamations and Mergers

The amalgamation or merger of a Bermuda company with another company or corporation (other than certain affiliated companies) requires the amalgamation or merger agreement to be approved by the company’s board of directors and by its shareholders. Unless the company’s bye-laws provide otherwise, the approval of 75% of the shareholders voting at such meeting is required to approve the amalgamation or merger agreement, and the quorum for such meeting must be two persons holding or representing more than one-third of the issued shares of the company. Our bye-laws provide that an amalgamation or a merger (other than with a wholly owned subsidiary) that has been approved by the board must only be approved by an Ordinary Resolution of the shareholders at which the quorum shall be two or more shareholders present in person or by proxy.

Under Bermuda law, in the event of an amalgamation or merger of a Bermuda company with another company or corporation, a shareholder of the Bermuda company who did not vote in favor of the amalgamation or merger and who is not satisfied that fair value has been offered for such shareholder’s shares may, within one month of notice of the shareholders meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares.

Shareholder Suits

Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it.

When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.

Our bye-laws contain a provision by virtue of which our shareholders waive any claim or right of action that they have, both individually and on our behalf, against any director or officer in relation to any action or failure to take action by such director or officer, except in respect of any fraud or dishonesty of such director or officer. We have been advised by the SEC that in the opinion of the SEC, the operation of this provision as a waiver of the right to sue for violations of federal securities laws would likely be unenforceable in U.S. courts.

Capitalization of Profits and Reserves

Pursuant to our bye-laws, our board of directors may (i) capitalize any part of the amount of our share premium or other reserve accounts or any amount credited to our profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro-rata (except in connection with the conversion of shares) to the shareholders; or (ii) capitalize any sum standing to the credit of a reserve account or sums otherwise available for dividend or distribution by paying up in full, partly paid or nil paid shares of those shareholders who would have been entitled to such sums if they were distributed by way of dividend or distribution.

Registrar or Transfer Agent

A register of holders of the common shares will be maintained by in Bermuda, and branch registers will be maintained in the United States by and in Norway by , who will serve as branch registrars and transfer agents.

Unclaimed Dividends

Our bye-laws provide that any dividends, distributions or proceeds of share repurchases which remain unclaimed for three years from the date of declaration of such dividend, distribution or repurchase will be forfeited and revert to us.

Certain Provisions of Bermuda Law

We have been designated by the Bermuda Monetary Authority as a non-resident for Bermuda exchange control purposes. This designation allows us to engage in transactions in currencies other than the Bermuda dollar, and there are no restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to United States residents who are holders of our common shares.

The Bermuda Monetary Authority has given its consent for the issue and free transferability of all of the common shares that are the subject of this offering to and between non-residents of Bermuda for exchange control

purposes, provided our shares remain listed on an appointed stock exchange, which includes the NYSE and the Oslo Stock Exchange. Approvals or permissions given by the Bermuda Monetary Authority do not constitute a guarantee by the Bermuda Monetary Authority as to our performance or our creditworthiness. Accordingly, in giving such consent or permissions, the Bermuda Monetary Authority shall not be liable for the financial soundness, performance or default of our business or for the correctness of any opinions or statements expressed in this prospectus. Certain issues and transfers of common shares involving persons deemed resident in Bermuda for exchange control purposes require the specific consent of the Bermuda Monetary Authority.

In accordance with Bermuda law, share certificates are only issued in the names of companies, partnerships or individuals. In the case of a shareholder acting in a special capacity (for example as a trustee), certificates may, at the request of the shareholder and if our board of directors so determines, record the capacity in which the shareholder is acting. Notwithstanding such recording of any special capacity, we are not bound to investigate or see to the execution of any such trust. Except as ordered by a court of competent jurisdiction or as required by law or our bye-laws, we will take no notice of any trust applicable to any of our shares, whether or not we have been notified of such trust.

Comparison of Bermuda Corporate Law and U.S. Corporate Law

You should be aware that Bermuda common law and the Companies Act, which apply to us, differ in certain material respects from laws generally applicable to Delaware corporations and their stockholders. In order to highlight these differences, set forth below is a summary of certain significant provisions of the Companies Act (including modifications adopted pursuant to our bye-laws) and Bermuda common law applicable to us that differ in certain respects from provisions of the General Corporation Law of the State of Delaware. Because the following statements are summaries, they do not address all aspects of Bermuda law that may be relevant to us and you or all aspects of Delaware law that may differ from Bermuda law.

Duties of Directors

Our bye-laws provide that our business is to be managed by our board of directors. Under Bermuda common law, members of the board of directors of a Bermuda company owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf of the company and exercise their powers and fulfill the duties of their office honestly. This duty includes the following elements:

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a duty to act in good faith in the best interests of the company;

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a duty not to make a personal profit from opportunities that arise from the office of director;

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a duty to avoid conflicts of interest; and

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a duty to exercise powers for the purpose for which such powers were intended.

The Companies Act imposes a duty on directors and officers of a Bermuda company to act honestly and in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, the Companies Act imposes various duties on directors and officers of a company with respect to certain matters of management and administration of the company. Directors and officers generally owe fiduciary duties to the company, and not to the company’s individual shareholders.

Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its stockholders. The duty of care requires that directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of corporate employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner that the director reasonably believes to be in the best interests of the stockholders.

Delaware law provides that a party challenging the propriety of a decision of a board of directors bears the burden of rebutting the applicability of the presumptions afforded to directors by the “business judgment rule.” The business judgment rule is a presumption that in making a business decision, directors acted on an informed basis and that the action taken was in the best interests of the company and its stockholders, and accordingly, unless the presumption is rebutted, a board’s decision will be upheld unless there can be no rational business purpose for the action or the action constitutes corporate waste. If the presumption is not rebutted, the business judgment rule attaches to protect the directors and their decisions, and their business judgments will not be second guessed. Where, however, the presumption is rebutted, the directors bear the burden of demonstrating the entire fairness of the relevant transaction. Notwithstanding the foregoing, Delaware courts may subject directors’ conduct to enhanced scrutiny in respect of defensive actions taken in response to a threat to corporate control or the approval of a transaction resulting in a sale of control of the corporation.

Interested Directors

Bermuda law and our bye-laws provide that if a director has an interest in a material contract or proposed material contract with us or any of our subsidiaries or has a material interest in any person that is a party to such a contract, the director must declare the nature of that interest as required by the Companies Act. Our bye-laws provide that, after a director has made such a declaration of interest, he is allowed to be counted for purposes of determining whether a quorum is present and to vote on a contract or proposed contract in which he has an interest, and no such contract or proposed contract will be void or voidable by reason only that such director voted on it or was counted in the quorum of the relevant meeting.

Under Delaware law, such transaction would not be voidable if (i) the material facts as to such interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, (ii) such material facts are disclosed or are known to the stockholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the majority of shares entitled to vote thereon or (iii) the transaction is fair as to the company as of the time it is authorized, approved or ratified. Under Delaware law, such interested director could be held liable for a transaction in which such director derived an improper personal benefit.

Voting Rights and Quorum Requirements

Under Bermuda law, the voting rights of our shareholders are regulated by our bye-laws and, in certain circumstances, the Companies Act. Our bye-laws provide that the quorum required for shareholder meetings is at least two shareholders present in person or by proxy and entitled to vote (whatever the number of shares held by them).

No shareholder is entitled to attend a general meeting unless written notice of intention to attend and vote in person or by proxy is delivered to us at least 48 hours beforehand in accordance with our bye-laws. Any individual who is our shareholder and who is present at a meeting and entitled to vote at such meeting, may vote in person, as may any corporate shareholder that is represented by a duly authorized representative at a meeting of shareholders. Our bye-laws also permit attendance at general meetings by proxy, provided the instrument appointing the proxy is in any common form or such other form as the board may approve.

Under Delaware law, unless otherwise provided in a company’s certificate of incorporation, each stockholder is entitled to one vote for each share of stock held by the stockholder. Delaware law provides that unless otherwise provided in a company’s certificate of incorporation or by-laws, a majority of the shares entitled to vote, present in person or represented by proxy, constitutes a quorum at a meeting of stockholders. In matters other than the election of directors, with the exception of special voting requirements related to extraordinary transactions, and unless otherwise provided in a company’s certificate of incorporation or by-laws, the affirmative vote of a majority of shares present in person or represented by proxy at the meeting entitled to vote is required for stockholder action, and the affirmative vote of a plurality of shares is required for the election of directors.

Dividend Rights

Under Bermuda law, a company may not declare or pay a dividend, or make a distribution out of contributed surplus, if there are reasonable grounds for believing that: (i) the company is, or after the payment would be, unable to pay its liabilities as they become due, or (ii) the realizable value of its assets would thereby be less than its liabilities. Under our bye-laws, each common share is entitled to dividends if, as and when dividends are declared by our board of directors, subject to any preferred dividend right of the holders of any preference shares.

Under Delaware law, subject to any restrictions contained in the company’s certificate of incorporation, a company may pay dividends out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. Delaware law also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

Amalgamations, Mergers and Business Combinations

The amalgamation or merger of a Bermuda company with another company or corporation (other than certain affiliates) requires the amalgamation or merger agreement to be approved by the company’s board of directors and by its shareholders. Our bye-laws provide that, any such amalgamation or merger must be approved by the affirmative vote of at least a majority of the votes cast at a general meeting of the Company at which the quorum shall be two shareholders present in person or by proxy and entitled to vote (whatever the number of shares held by them).

Under Bermuda law, in the event of an amalgamation or merger of a Bermuda company with another company or corporation, a shareholder of the Bermuda company who did not vote in favor of the amalgamation or merger and is not satisfied that fair value has been offered for such shareholder’s shares may, within one month of notice of the shareholders meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares.

Under Delaware law, with certain exceptions, a merger, consolidation or sale of all or substantially all the assets of a corporation must be approved by the board of directors and a majority of the issued and outstanding shares entitled to vote thereon. Under Delaware law, a stockholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such stockholder may receive cash in the amount of the fair value of the shares held by such stockholder (as determined by a court) in lieu of the consideration such stockholder would otherwise receive in the transaction.

Compulsory Acquisition of Shares Held by Minority Holders

An acquiring party is generally able to acquire compulsorily the common shares of minority holders of a Bermuda company in the following ways:

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By a procedure under the Companies Act known as a “scheme of arrangement.” A scheme of arrangement could be effected by obtaining the agreement of the company and of holders of common shares, representing in the aggregate a majority in number and at least 75% in value of the common shareholders present and voting at a court ordered meeting held to consider the scheme of arrangement. The scheme of arrangement must then be sanctioned by the Bermuda Supreme Court. If a scheme of arrangement receives all necessary agreements and sanctions, upon the filing of the court order with the Registrar of Companies in Bermuda, all holders of common shares could be compelled to sell their common shares under the terms of the scheme of arrangement.

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If the acquiring party is a company it may compulsorily acquire all the shares of the target company, by acquiring pursuant to a tender offer 90% of the shares or class of shares not already owned by, or by a nominee for, the acquiring party (the offeror), or any of its subsidiaries. If an offeror has, within four months after the making of an offer for all the shares or class of shares not owned by, or by a nominee

for, the offeror, or any of its subsidiaries, obtained the approval of the holders of 90% or more of all the shares to which the offer relates, the offeror may, at any time within two months beginning with the date on which the approval was obtained, require by notice any nontendering shareholder to transfer its shares on the same terms as the original offer. In those circumstances, nontendering shareholders will be compelled to sell their shares unless the Supreme Court of Bermuda (on application made within a one-month period from the date of the offeror’s notice of its intention to acquire such shares) orders otherwise.

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Where the acquiring party or parties hold not less than 95% of the shares or a class of shares of the company, such holder(s) may, pursuant to a notice given to the remaining shareholders or class of shareholders, acquire the shares of such remaining shareholders or class of shareholders. When this notice is given, the acquiring party is entitled and bound to acquire the shares of the remaining shareholders on the terms set out in the notice, unless a remaining shareholder, within one month of receiving such notice, applies to the Supreme Court of Bermuda for an appraisal of the value of their shares. This provision only applies where the acquiring party offers the same terms to all holders of shares whose shares are being acquired.

Delaware law provides that a parent corporation, by resolution of its board of directors and without any stockholder vote, may merge with any subsidiary of which it owns at least 90% of each class of its capital stock. Upon any such merger, dissenting stockholders of the subsidiary would have appraisal rights.

Shareholders’ Suits

Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court generally has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.

Indemnification of Directors and Officers

Section 98 of the Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company.

Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.

We have adopted provisions in our bye-laws that provide that we shall indemnify our officers and directors in respect of their actions and omissions, to the fullest extent permitted by Bermuda law. We also expect to enter into directors’ service agreements with our directors, pursuant to which we will agree to indemnify them against any liability brought against them by reason of their service as directors, except in cases where such liability arises from fraud, dishonesty, bad faith, gross negligence, willful default or willful misfeasance. Our bye-laws provide that our shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of our directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director. We have purchased and maintain a directors’ and officers’ liability policy for such a purpose.

Under Delaware law, a corporation may indemnify a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of such position if (i) such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, such director or officer had no reasonable cause to believe his conduct was unlawful.

Access to Books and Records and Dissemination of Information

Members of the general public have a right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include the company’s memorandum of association, including its objects and powers, and certain alterations to the memorandum of association. The shareholders have the additional right to inspect the bye-laws of the company, minutes of general meetings and the company’s audited financial statements, which must be presented to the annual general meeting. The register of members of a company is also open to inspection by shareholders and by members of the general public without charge. The register of members is required to be open for inspection for not less than two hours in any business day (subject to the ability of a company to close the register of members for not more than thirty days in a year). A company is required to maintain its share register in Bermuda but may, subject to the provisions of the Companies Act, establish a branch register outside of Bermuda. A company is required to keep at its registered office a register of directors and officers that is open for inspection for not less than two hours in any business day by members of the public without charge. A company is also required to file with the Registrar of Companies in Bermuda a list of its directors to be maintained on a register, which register will be available for public inspection subject to such conditions as the Registrar may impose and on payment of such fee as may be prescribed. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records. In addition, our bye-laws require that the Company provide to each of the Investors certain financial reports and other information, and provide certain Investors with certain additional inspection rights and access to management.

Delaware law permits any stockholder to inspect or obtain copies of a corporation’s stockholder list and its other books and records for any purpose reasonably related to such person’s interest as a stockholder.

Shareholder Proposals

Under Bermuda law, shareholders may, as set forth below and at their own expense (unless the company otherwise resolves), require the company to: (i) give notice to all shareholders entitled to receive notice of the

annual general meeting of any resolution that the shareholders may properly move at the next annual general meeting; and/or (ii) circulate to all shareholders entitled to receive notice of any general meeting a statement (of not more than one thousand words) in respect of any matter referred to in the proposed resolution or any business to be conducted at such general meeting. The number of shareholders necessary for such a requisition is either: (i) any number of shareholders representing not less than 5% of the total voting rights of all shareholders entitled to vote at the meeting to which the requisition relates; or (ii) not less than 100 shareholders.

Delaware law provides that stockholders have the right to put any proposal before the annual meeting of stockholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but stockholders may be precluded from calling special meetings.

Calling of Special Shareholders’ Meetings

Under our bye-laws, a special general meeting may be called by our board of directors. Bermuda law also provides that a special general meeting must be called upon the requisition of shareholders holding not less than 10% of the paid-up capital of the company carrying the right to vote at general meetings.

Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bye-laws to call a special meeting of stockholders.

Amendment of Memorandum of Association and Bye-laws

Bermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a general meeting of shareholders. Our bye-laws provide that the bye-laws may be amended by our board of directors, but any such amendment shall only become operative to the extent it is confirmed and by Ordinary Resolution of our shareholders. Our bye-laws further provide that as long as Hemen’s Percentage Interest (as defined in our bye-laws) is at least 5%, Hemen’s prior written consent is required for any amendment that would modify or affect Hemen’s director appointment right or the rights and powers of the Hemen Directors (as defined in our bye-laws).

Under Bermuda law, the holders of an aggregate of not less than 20% in par value of the company’s issued share capital or any class thereof have the right to apply to the Supreme Court of Bermuda for an annulment of any amendment of the memorandum of association adopted by shareholders at any general meeting, other than an amendment which alters or reduces a company’s share capital as provided in the Companies Act. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda court. An application for an annulment of an amendment of the memorandum of association must be made within twenty-one days after the date on which the resolution altering the company’s memorandum of association is passed and may be made on behalf of persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. No application may be made by shareholders voting in favor of the amendment.

Under Delaware law, amendment of the certificate of incorporation, which is the equivalent of a memorandum of association, of a company must be made by a resolution of the board of directors setting forth the amendment, declaring its advisability, and either calling a special meeting of the stockholders entitled to vote or directing that the proposed amendment be considered at the next annual meeting of the stockholders. Delaware law requires that, unless a different percentage is provided for in the certificate of incorporation, a majority of the voting power of the corporation is required to approve the amendment of the certificate of incorporation at the stockholders meeting. If the amendment would alter the number of authorized shares or par value or otherwise adversely affect the rights or preference of any class of a company’s stock, the holders of the issued and outstanding shares of such affected class, regardless of whether such holders are entitled to vote by the certificate of incorporation, are entitled to vote as a class upon the proposed amendment. However, the number of

authorized shares of any class may be increased or decreased, to the extent not falling below the number of shares then issued and outstanding, by the affirmative vote of the holders of a majority of the stock entitled to vote, if so provided in the company’s certificate of incorporation that was authorized by the affirmative vote of the holders of a majority of such class or classes of stock.

Under Delaware law, unless the certificate of incorporation or by-laws provide for a different vote, holders of a majority of the voting power of a corporation and, if so provided in the certificate of incorporation, the directors of the corporation have the power to adopt, amend and repeal the by-laws of a corporation. Those by-laws dealing with the election of directors, classes of directors and the term of office of directors may only be rescinded, altered or amended upon approval by a resolution of the directors and by a resolution of shareholders carrying not less than a majority of all shares entitled to vote on the resolution.

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of the material Bermuda, United States federal income and other tax considerations with respect to the Company and holders of common shares. This discussion does not purport to deal with the tax consequences of owning common shares to all categories of investors, some of which, such as dealers in securities, investors whose functional currency is not the United States Dollar and investors that own, actually or under applicable constructive ownership rules, 10% or more of our common shares, may be subject to special rules. This discussion deals only with holders who hold the common shares as a capital asset, generally for investment purposes. Shareholders are encouraged to consult their own tax advisors concerning the overall tax consequences arising in their own particular situation under United States federal, state, local or foreign law of the ownership of common shares.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds common shares, the U.S. federal income tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding the common shares are encouraged to consult their own tax advisers.

Bermuda and Other Non-U.S. Tax Considerations

Whilst Seadrill is resident in Bermuda, we are not subject to taxation under the laws of Bermuda. Distributions we receive from our subsidiaries also are not subject to any Bermuda tax. Currently, there is no Bermuda income, corporation or profits tax, withholding tax, capital gains tax, capital transfer tax, or estate duty or inheritance tax payable by non-residents of Bermuda in respect of capital gains realized on a disposition of our common shares or in respect of distributions they receive from us with respect to our common shares. This discussion does not, however, apply to the taxation of persons ordinarily resident in Bermuda. Bermuda shareholders should consult their own tax advisors regarding possible Bermuda taxes with respect to dispositions of, and distributions on, our common shares.

We have received from the Minister of Finance under The Exempted Undertaking Tax Protection Act 1966, as amended, an assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, any such tax shall not be applicable to us or to any of our operations or to our shares, debentures or other obligations, until March 31, 2035, except insofar as such tax applies to persons in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda. The assurance does not exempt us from paying import duty on goods imported into Bermuda. In addition, all entities employing individuals in Bermuda are required to pay a payroll tax and there are other sundry taxes payable, directly or indirectly, to the Bermuda government. We and our subsidiaries incorporated in Bermuda pay annual government fees to the Bermuda government.

Bermuda currently has no tax treaties in place with other countries in relation to double-taxation or for the withholding of tax for foreign tax authorities.

Dividends distributed by New Seadrill out of Bermuda

Currently, there is no withholding tax payable in Bermuda on dividends distributed by New Seadrill to its shareholders.

Taxation of shareholders

Taxation of shareholders will depend upon the jurisdiction where the shareholder is a tax resident. Shareholders should seek advice from their tax advisor to determine the taxation to which they may be subject based on the shareholder’s circumstances.

United States Federal Income Tax Considerations

The following are the material United States federal income tax consequences to us of our activities and to U.S. Holders and Non-U.S. Holders, each as defined below, of the ownership of our common shares. This discussion does not purport to deal with the tax consequences of owning common shares to all categories of investors, some of which, such as dealers in securities, banks, financial institutions, tax-exempt entities, insurance companies, pension funds, U.S. expatriates, real estate investment trusts, regulated investment companies, investors holding common shares as part of a straddle, hedging or conversion transaction, investors subject to the alternative minimum tax, investors who acquired their common shares pursuant to the exercise of employee share options or otherwise as compensation, investors whose functional currency is not the United States Dollar and investors that own, actually or under applicable constructive ownership rules, 10% or more of our common shares, may be subject to special rules. The following discussion of United States federal income tax matters is based on the United States Internal Revenue Code of 1986, as amended, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the United States Department of the Treasury (“Treasury Regulations”), all of which are subject to change, possibly with retroactive effect. The discussion below is based, in part, on the description of our business incorporated by reference into this prospectus and assumes that we conduct our business as described.

United States Federal Income Taxation of U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of our common shares that is (1) an individual citizen or resident of the United States for U.S. federal income tax purposes, (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (4) a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

If an entity or arrangement treated as a partnership holds our common shares, the tax treatment of a partner (other beneficial owner) will generally depend upon the status of the partner (or other beneficial owner) and upon the activities of the partnership. If you are a partner (or other beneficial owner) in a partnership (or other entity treated as a partnership or other pass-through entity) holding our common shares, you are encouraged to consult your tax advisor.

Distributions

Subject to the discussion of passive foreign investment company rules below, any distributions made by us with respect to our common shares should generally be taxable to a U.S. Holder as dividends, which may be taxable as ordinary income or “qualified dividend income” as described in more detail below, to the extent of our current or accumulated earnings and profits (as determined under United States federal income tax principles and including any taxes withheld from such distribution). Distributions in excess of our current and accumulated earnings and profits should be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in his common shares on a dollar-for-dollar basis and thereafter as capital gain.

Because we are not a United States corporation, U.S. Holders that are corporations will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our common shares will generally be treated as “passive category income” or, in the case of certain types of U.S. Holders, “general category income” for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.

Dividends paid on our common shares to a U.S. Holder who is an individual, trust or estate, or a “U.S. Individual Holder” may be treated as “qualified dividend income” that is taxable to such U.S. Individual Holders at

preferential tax rates provided that (1) the shares are readily tradable on an established securities market in the United States (such as the NYSE; if our shares are only traded on the “over-the-counter” market, it is unclear whether this standard will be satisfied); (2) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year; (3) the U.S. Individual Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend; and (4) the U.S. Individual Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. There is no assurance that any dividends paid on our common shares will be eligible for these preferential rates in the hands of a U.S. Individual Holder. Any dividends paid by us which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Individual Holder.

Special rules may apply to any “extraordinary dividend,” generally, a dividend paid by us in an amount which is equal to or in excess of 10% of a shareholder’s adjusted tax basis (or fair market value in certain circumstances) in a common share. If we pay an “extraordinary dividend” on our common shares that is treated as “qualified dividend income,” then any loss derived by a U.S. Individual Holder from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or other Taxable Disposition of Common shares

Assuming we do not constitute a PFIC for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other taxable disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other taxable disposition and the U.S. Holder’s tax basis in such shares. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for United States foreign tax credit purposes. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.

3.8% Tax on Net Investment Income

Certain U.S. Holders, including individuals, estates, or, in certain cases, trusts, will generally be subject to a 3.8% tax on the lesser of (1) the U.S. Holder’s net investment income for the taxable year and (2) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold. A U.S. Holder’s net investment income will generally include distributions made by us which constitute a dividend for U.S. federal income tax purposes and gain realized from the sale, exchange or other taxable disposition of our common shares. This tax is in addition to any income taxes due on such investment income.

If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of the 3.8% tax on net investment income to the ownership and disposition of our common shares.

Passive Foreign Investment Company Status and Significant Tax Consequences

Special United States federal income tax rules apply to a U.S. Holder that holds shares in a foreign corporation classified as a PFIC for United States federal income tax purposes. In general, a foreign corporation will be treated as a PFIC with respect to a United States shareholder, if, for any taxable year in which such shareholder holds shares in such foreign corporation, either:

(1)

at least 75% of the corporation’s gross income for such taxable year consists of passive income (e.g. dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

(2)

at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.

For purposes of determining whether a foreign corporation is a PFIC, it will be treated as earning and owning its proportionate share of the income and assets, respectively, of any of its subsidiary corporations in which it owns, directly or indirectly, at least 25% of the value of the subsidiary’s stock.

Income earned by a foreign corporation in connection with the performance of services would generally not constitute passive income. By contrast, rental income would generally constitute “passive income” unless the foreign corporation is treated under specific rules as deriving its rental income in the active conduct of a trade or business or is received from a related party.

Based on the current and anticipated valuation of our assets, including goodwill, and composition of our income and assets, we intend to take the position that we will not be treated as a PFIC for U.S. federal income tax purposes for our current taxable year and we would not expect to be treated as a PFIC for the foreseeable future. Our position is based on valuations and projections regarding our assets and income. While we believe these valuations and projections to be accurate, such valuations and projections may not continue to be accurate. Moreover, as we have not sought a ruling from the IRS on this matter, the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, the nature of our operations may change in the future, and if so, we may not be able to avoid PFIC status in the future.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different United States federal income taxation rules depending on whether the U.S. Holder makes an election to treat us as a “Qualified Electing Fund,” which election we refer to as a “QEF election.” As an alternative to making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our common shares, as discussed below. In addition, if we were to be treated as a PFIC for any taxable year a U.S. Holder would be required to file an annual report with the IRS for that year with respect to such U.S. Holder’s common shares.

Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election, which U.S. Holder we refer to as an “Electing Holder,” the Electing Holder must report each year for United States federal income tax purposes his pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the Electing Holder. The Electing Holder’s adjusted tax basis in the common shares would be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed would result in a corresponding reduction in the adjusted tax basis in the common shares and would not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our common shares. A U.S. Holder would make a QEF election with respect to any taxable year during which we are a PFIC by filing a valid IRS Form 8621 with his United States federal income tax return. If we were aware that we or any of our subsidiaries were to be treated as a PFIC for any taxable year, we may or may not provide each U.S. Holder with all necessary information in order to make the QEF election described above. If we were to be treated as a PFIC, a U.S. Holder would be treated as owning his proportionate share of stock in each of our subsidiaries which is treated as a PFIC and a separate QEF election would be necessary with respect to each subsidiary. It should be noted that we may not be able to provide such information if we did not become aware of our status as a PFIC in a timely manner.

Taxation of U.S. Holders Making a “Mark-to-Market” Election

Alternatively, if we were to be treated as a PFIC for any taxable year and our shares are treated as “marketable stock,” a U.S. Holder would be allowed to make a “mark-to-market” election with respect to our common shares, provided the U.S. Holder completes and files a valid IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. The “mark-to-market” election will not be available for any of our

subsidiaries. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such holder’s adjusted tax basis in the common shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in the common shares over their fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s tax basis in his common shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included as ordinary income by the U.S. Holder.

Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election

Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a “mark-to-market” election for that year, whom we refer to as a “Non-Electing Holder,” would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common shares), and (2) any gain realized on the sale, exchange or other disposition of our common shares. Under these special rules:

•

the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the common shares;

•

the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and

•

the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of our common shares. If a Non-Electing Holder who is an individual dies while owning our common shares, such Non-Electing Holder’s successor generally would not receive a step-up in tax basis with respect to such common shares.

Information with Respect to Foreign Financial Assets

Certain U.S. Holders who are individuals (and, under proposed regulations, certain entities) may be required to report information on their U.S. federal income tax returns relating to an interest in our common shares, subject to certain exceptions (including an exception for common shares held in accounts maintained by certain U.S. financial institutions). U.S. Holders should consult their tax advisers regarding the effect, if any, of this legislation on their ownership and disposition of our common shares.

United States Federal Income Taxation of “Non-U.S. Holders”

A beneficial owner of our common shares that is not a U.S. Holder is referred to herein as a “Non-U.S. Holder.”

Dividends on Common Shares

Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on dividends received from us with respect to our common shares, unless that income is effectively connected with

the Non-U.S. Holder’s conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, that income is subject to United States federal income tax only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Common Shares

Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale, exchange or other taxable disposition of our common shares, unless:

•

the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to that gain, that gain is subject to United States federal Income tax only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or

•

the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

If a Non-U.S. Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the common shares, including dividends and the gain from the sale, exchange or other taxable disposition of the common shares that is effectively connected with the conduct of that United States trade or business will generally be subject to United States federal income tax in the same manner as discussed in the previous section relating to the United States federal income taxation of U.S. Holders. In addition, if the Non-U.S. Holder is a corporation, the Non-U.S. Holder’s earnings and profits that are attributable to the effectively connected income, subject to certain adjustments, may be subject to an additional United States federal branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable United States income tax treaty.

Backup Withholding and Information Reporting

In general, dividend payments, and other taxable distributions, made by us to a non-corporate U.S. Holder will generally be subject to information reporting requirements. Such payments will also be subject to backup withholding if paid to such U.S. Holder who:

•

fails to provide an accurate taxpayer identification number;

•

is notified by the IRS that he has failed to report all interest or dividends required to be shown on his United States federal income tax returns; or

•

in certain circumstances, fails to comply with applicable certification requirements.

Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an applicable IRS Form W-8.

If a Non-U.S. Holder sells his common shares to or through a United States office of a broker, the payment of the proceeds is subject to both United States backup withholding and information reporting unless the Non-U.S. Holder certifies that he is a non-United States person, under penalties of perjury, or otherwise establishes an exemption. If a Non-U.S. Holder sells his common shares through a non-United States office of a non-United States broker and the sales proceeds are paid to the Non-U.S. Holder outside the United States then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to a Non-U.S. Holder outside the United States, if the Non-U.S. Holder sells his common shares through a non-United States office of a broker that is a United States person or has some other connection to the United States.

Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under backup withholding rules that exceed the taxpayer’s United States federal income tax liability by properly filing a refund claim with the IRS. Individuals who are U.S. Holders (and to the extent specified in the applicable Treasury Regulations, certain individuals who are non-U.S. Holders and certain U.S. entities) who hold “specified foreign financial assets” (as defined in section 6038D of the Code and the applicable Treasury Regulations) are required to file IRS Form 8938 (Statement of Specified Foreign Financial Assets) with information relating to each such asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year. Specified foreign financial assets would include, among other assets, our common shares, unless the common shares were held through an account maintained with certain financial institutions. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, the statute of limitations on the assessment and collection of U.S. federal income tax with respect to a taxable year for which the filing of IRS Form 8938 is required may not close until three years after the date on which IRS Form 8938 is filed. U.S. Holders and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under section 6038D of the Code.

Foreign Account Tax Compliance Withholding

Pursuant to the Foreign Account Tax Compliance Act (“FATCA”) enacted in 2010, a 30% withholding tax will be imposed on certain payments to U.S. Holders (or to certain foreign financial institutions, investment funds, and other non-persons receiving such payments on a U.S. Holder’s behalf) and certain non-U.S. financial institutions that fail to comply with certain information-reporting, account identification, withholding, certification and other FATCA-related requirements in respect of their direct and indirect United States shareholders and/or United States accountholders. Amounts that a U.S. Holder receives could be subject to withholding under FATCA if such U.S. Holder holds the common shares through another person (e.g., a foreign bank or broker) that is subject to withholding under FATCA because it fails to comply with these requirements (even if such U.S. Holder would not otherwise have been subject to withholding). To avoid becoming subject to FATCA withholding, we and other non-U.S. financial institutions may be required to report information to the IRS regarding the holders of our common shares and to withhold on a portion of payments under the common shares to certain holders that fail to comply with the relevant information reporting requirements (or the holders of the common shares directly or indirectly through certain non-compliant intermediaries).

Such withholding would not apply to payments made with respect to our common shares before January 1, 2019. Holders should consult their own tax advisors regarding withholding under FATCA.

Other Tax Considerations

In addition to the tax consequences discussed above, we may be subject to tax in one or more other jurisdictions where we conduct activities. The amount of any such tax imposed upon our operations may be material.

PLAN OF DISTRIBUTION

The selling shareholders may sell some or all of the securities covered by this prospectus from time to time on any stock exchange or automated interdealer quotation system on which our common shares are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. Registration of the securities covered by this prospectus does not mean, however, that those securities necessarily will be offered or sold. The selling shareholders may sell the securities by one or more of the following methods, without limitation:

•

block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus;

•

an exchange distribution in accordance with the rules of any stock exchange on which our common shares are listed;

•

ordinary brokerage transactions and transactions in which the broker solicits purchases;

•

privately negotiated transactions;

•

short sales, either directly or with a broker-dealer or affiliate thereof;

•

through the writing of options on the common shares, whether or not the options are listed on an options exchange;

•

through loans or pledges of the common shares to a broker-dealer or an affiliate thereof;

•

by entering into transactions with third parties who may (or may cause others to) issue securities convertible or exchangeable into, or the return of which is derived in whole or in part from the value of, our common shares;

•

through the distribution by any selling shareholder to its partners, members or shareholders;

•

one or more underwritten offerings on a firm commitment or best efforts basis; and

•

any combination of any of these methods of sale.

For example, the selling shareholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of our common shares. These brokers, dealers or underwriters may act as principals, or as an agent of a selling shareholder. Broker-dealers may agree with a selling shareholder to sell a specified amount of our common shares or preferred shares at a stipulated price per share. If the broker-dealer is unable to sell the common shares acting as agent for a selling shareholder, it may purchase as principal any unsold securities at the stipulated price. Broker-dealers who acquire common shares as principals may thereafter resell the common shares from time to time in transactions on any stock exchange or automated interdealer quotation system on which the common shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above.

In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., the maximum compensation to be paid to underwriters participating in any offering made pursuant to this prospectus will not exceed 8% of the gross proceeds from that offering.

of the common shares in the course of hedging the positions they assume. The selling shareholders may also short sell common shares and deliver these securities to close out their short positions, or loan or pledge the common shares to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling shareholders may also sell common shares pursuant to Rule 144 under the Securities Act.

We do not know of any arrangements by the selling shareholders for the sale of our common shares.

To the extent required under the Securities Act, the aggregate amount of selling shareholders’ common shares being offered and the terms of the offering, the names of any agents, brokers, dealers or underwriters and any applicable commission with respect to a particular offer will be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents participating in the distribution of the common shares may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a selling shareholder and/or purchasers of selling shareholders’ common shares for whom they may act (which compensation as to a particular broker-dealer might be in excess of customary commissions).

The selling shareholders and any underwriters, brokers, dealers or agents that participate in the distribution of the common shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any discounts, concessions, commissions or fees received by them and any profit on the resale of the common shares sold by them may be deemed to be underwriting discounts and commissions.

The selling shareholders and other persons participating in the sale or distribution of the common shares will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M. This regulation may limit the timing of purchases and sales of any of the common shares by the selling shareholders and any other person. The anti-manipulation rules under the Exchange Act may apply to sales of common shares in the market and to the activities of the selling shareholders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the common shares to engage in market-making activities with respect to the particular common shares being distributed for a period of up to five business days before the distribution. These restrictions may affect the marketability of the common shares and the ability of any person or entity to engage in market-making activities with respect to the common shares.

To the extent permitted by applicable law, this plan of distribution may be modified in a prospectus supplement or otherwise.

We agreed to register the common shares under the Securities Act and to keep the registration statement of which this prospectus is a part effective for a specified period of time. We have also agreed to indemnify the selling shareholders against certain liabilities, including liabilities under the Securities Act. The selling shareholders have agreed to indemnify us in certain circumstances against certain liabilities, including liabilities under the Securities Act.

We will not receive any proceeds from sales of any common shares by the selling shareholders.

We cannot assure you that the selling shareholders will sell all or any portion of the common shares offered hereby. All of the foregoing may affect the marketability of the securities offered hereby.

EXPENSES RELATED TO THE OFFERING

The following table sets forth all costs and expenses, other than the underwriting discounts and commissions payable by us, in connection with the offer and sale of the securities being registered. All amounts shown are estimates except for the SEC registration fee and the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee.


SEC registration fee	$	202,212.90
FINRA filing fee		*
Exchange listing fee		*
Printing expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Miscellaneous expenses		*

Total expenses		*

*	To be filed by amendment.

LEGAL MATTERS

The validity of the common shares will be passed upon for us by our special Bermuda counsel, Conyers Dill & Pearman Limited, Hamilton, Bermuda.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 20-F of Seadrill Limited for the year ended December 31, 2017 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) of Seadrill Partners incorporated in this Prospectus by reference to the Annual Report on Form 20-F of Seadrill Limited for the year ended December 31, 2017 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

We are a Bermuda exempted company. As a result, the rights of holders of our common shares will be governed by Bermuda law and our memorandum of association and bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. Many of our directors and some of the named experts referred to in this prospectus are not residents of the United States, and a substantial portion of our assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on those persons in the United States or to enforce in the United States judgments obtained in U.S. courts against us or those persons based on the civil liability provisions of the U.S. securities laws. It is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form F-1, of which this prospectus is a part, with the Securities and Exchange Commission relating to this offering. This prospectus does not contain all of the information in the registration statement, including the exhibits filed with the registration statement. You should read the registration statement and the exhibits filed as part of the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not complete, and in each instance we refer you to the copy of the contract or document filed or incorporated by reference as an exhibit to the registration statement for a more complete description of the matter involved.

Upon declaration of effectiveness of the registration statement of which this prospectus is a part, we will become subject to the informational requirements of the Securities Exchange Act of 1934. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and other

information. You may inspect and copy reports and other information filed with the SEC at the public reference room in Washington, D.C. at 100 F Street, N.E., Washington, D.C. 20549. You can also request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC also maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file with the SEC. The website address is http://www.sec.gov.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to incorporate by reference information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this document, except for any information superseded by information that is included directly in this prospectus or incorporated by reference subsequent to the date of this prospectus.

We incorporate by reference the following documents or information that we have filed with the SEC:

•

our Annual Report on Form 20-F for the fiscal year ended December 31, 2017, filed on April 13, 2018.

Documents incorporated by reference in this prospectus are available from us without charge upon written or oral request, excluding any exhibits to those documents that are not specifically incorporated by reference into those documents. You can obtain documents incorporated by reference in this document by requesting them from us in writing or at our principal executive offices at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. Copies are also available for information purposes at the offices of Seadrill Management Ltd., at Chiswick Business Park, Building 11, 2nd Floor, 566 Chiswick High Road, London W4 5YS, United Kingdom.

82,210,000 Common Shares

NEW SDRL LIMITED

PROSPECTUS

, 2018

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.

Indemnification of Directors and Officers.

The Company’s bye-laws provide that no director, alternate director, officer, person or member of a committee, if any, resident representative, or his heirs, executors or administrators, which we refer to collectively as an indemnitee, is liable for the acts, receipts, neglects, or defaults of any other such person or any person involved in our formation, or for any loss or expense incurred by us through the insufficiency or deficiency of title to any property acquired by us, or for the insufficiency of deficiency of any security in or upon which any of our monies shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom any monies, securities, or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default, or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in relation to the execution of his duties, or supposed duties, to us or otherwise in relation thereto. Each indemnitee will be indemnified and held harmless out of our funds to the fullest extent permitted by Bermuda law against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such director, alternate director, officer, person or committee member or resident representative (or in his reasonable belief that he is acting as any of the above). In addition, each indemnitee shall be indemnified out of the funds of the Company against all liabilities incurred in defending any proceedings, whether civil or criminal, in which judgment is given in such indemnitee’s favor, or in which he is acquitted. The Company is authorized to purchase insurance to cover any liability that may be incurred under the indemnification provisions of its bye-laws. Each shareholder has agreed in bye-law 178 to waive to the fullest extent permitted by Bermuda law any claim or right of action he might have whether individually or derivatively in the name of the Company against each indemnitee in respect of any action taken by such indemnitee or the failure by such indemnitee to take any action in the performance of his duties to the Company. The indemnification and waiver provisions are covered by bye-laws 172 through 180.

Item 7.

Recent Sales of Unregistered Securities.

New Seadrill was incorporated on March 14, 2018. Since then, we have issued the following securities. The following issuance was exempt from registration under the Securities Act as a transaction not involving a public offering.

Purchaser

Date of Issuance

Securities Sold

Consideration

Underwriting
Discount and
Commission

Seadrill Limited

March 29, 2018

1,000

100.00

Not applicable

In connection with the Plan, New Seadrill expects to issue additional securities which issuances will be exempt pursuant to Section 1145 of the Bankruptcy Code, Section 4(a)(2) of the Securities Act or Regulation S under the Securities Act. See “The Reorganization.”

Item 8.

Exhibits and Financial Statement Schedules.

(a)

Exhibits

The exhibit index attached hereto is incorporated herein by reference.

(b)

Financial Statement Schedules

All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

II-1

Item 9.

Undertakings.

(a)	The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement, unless the information required to be included in a post-effective amendment by paragraphs (i), (ii) and (iii) below is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of a prospectus filed pursuant to Rule 424(b) that is part of the registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933, as amended, need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

(5)

That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser;

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,

II-2

such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-3

EXHIBIT INDEX


Exhibit Number		Description

2.1		Second Amended Joint Chapter 11 Plan (as modified) of Reorganization, as confirmed by the Bankruptcy Court on April 17, 2018.

3.1		Memorandum of Association of New SDRL Limited, as currently in effect.

3.2		Bye-laws of New SDRL Limited, as currently in effect

4.1		Specimen Certificate evidencing common shares.*

4.2		Registration Rights Agreement.

5.1		Opinion of Conyers Dill & Pearman Limited.

10.1		Omnibus Agreement among Seadrill Limited, Seadrill Partners LLC, Seadrill Member LLC, Seadrill Operating LP, Seadrill Operating GP LLC, and Seadrill Capricorn Holdings LLC, dated October 24, 2012 (incorporated by reference to Seadrill Limited’s annual report on Form 20-F, filed on April 21, 2015).

10.2		Framework agreement by and among Rosneft Oil Company, Seadrill Limited and North Atlantic Drilling Ltd., dated August 20, 2014, as amended by the first letter amendment dated November 7, 2014, and the second letter amendment dated April 15, 2015 (incorporated by reference to Seadrill Limited’s annual report on Form 20-F, filed on April 21, 2015).

10.3		Framework agreement by and among Rosneft Oil Company, Seadrill Limited and North Atlantic Drilling Ltd., third letter amendment dated June 2015 (incorporated by reference to Seadrill Limited’s annual report on Form 20-F, filed on April 28, 2016).

21.1		List of subsidiaries of New SDRL Limited.*

23.1		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

23.2		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

23.3		Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1).

*	To be filed by amendment.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, in the United Kingdom on April 26, 2018.


NEW SDRL LIMITED

By:		/s/ Anton Dibowitz
Name:		Anton Dibowitz
Title:		Chief Executive Officer of Seadrill Management Ltd. (Principal Executive Officer of New SDRL Limited)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

/s/ Anton Dibowitz Anton Dibowitz	Chief Executive Officer of Seadrill Management Ltd. (Principal Executive Officer of New SDRL Limited)	April 26, 2018

/s/ Mark Morris Mark Morris	Chief Financial Officer of Seadrill Management Ltd. (Principal Financial Officer and Principal Accounting Officer of New SDRL Limited)	April 26, 2018

/s/ Claire Burnard Claire Burnard	Director	April 26, 2018

/s/ Georgina Sousa Georgina Sousa	Director	April 26, 2018

/s/ Kate Blankenship Kate Blankenship	Director	April 26, 2018

/s/ David Weinstein David Weinstein	Director	April 26, 2018

II-5

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act of 1933, the undersigned, a duly authorized representative of New SDRL Limited in the United States, has signed the Registration Statement in the City of Newark, State of Delaware on the 26th day of April, 2018.


PUGLISI & ASSOCIATES

By:		/s/ Donald J. Puglisi
Name:		Donald J. Puglisi
Title:		Managing Director Authorized Representative in the United States

II-6

Exhibit 2.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

VICTORIA DIVISION



	)
In re:	)	Chapter 11
	)
SEADRILL LIMITED, et al ., ¹	)	Case No. 17-60079 (DRJ)
	)
Debtors.	)	(Jointly Administered)
	)

SECOND AMENDED JOINT CHAPTER 11 PLAN (AS MODIFIED)

OF REORGANIZATION OF SEADRILL LIMITED AND ITS DEBTOR

AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE


JACKSON WALKER L.L.P.		KIRKLAND & ELLIS LLP
Patricia B. Tomasco (TX Bar No. 01797600)		KIRKLAND & ELLIS INTERNATIONAL LLP
Matthew D. Cavenaugh (TX Bar No. 24062656)		Anna G. Rotman, P.C. (TX Bar No. 24099361)
1401 McKinney Street, Suite 19010		Brian E. Schartz (TX Bar No. 24046761)
Houston, Texas 77010		609 Main Street
Telephone: (713) 752-4284		Houston, Texas 77002
Facsimile: (713) 308-4184		Telephone: (713) 836-3600
Email: ptomasco@jw.com		Facsimile: (713) 836-3601
mcavenaugh@jw.com		Email: anna.rotman@kirkland.com brian.schartz@kirkland.com

-and-		-and-

Jennifer F. Wertz (TX Bar No. 24072822)		James H.M. Sprayregen, P.C.
100 Congress Avenue, Suite 1100		(admitted pro hac vice )
Austin, Texas 78701		Anup Sathy, P.C.(admitted pro hac vice )
Telephone: (512) 236-2247		Ross M. Kwasteniet, P.C. (admitted pro hac vice )
Facsimile: (512) 391-2147		Adam C. Paul (admitted pro hac vice )
Email: jwertz@jw.com		300 North LaSalle Street
		Chicago, Illinois 60654
Co-Counsel to the Debtors		Telephone: (312) 862-2000
and Debtors in Possession		Facsimile: (312) 862-2200
		Email: james.sprayregen@kirkland.com
		anup.sathy@kirkland.com
		ross.kwasteniet@kirkland.com
		adam.paul@kirkland.com

		Co-Counsel to the Debtors
		and Debtors in Possession

Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the Debtors and the last four digits of their tax identification, registration, or like numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.primeclerk.com/Seadrill. The location of Debtor Seadrill Americas, Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is 11025 Equity Drive, Suite 150, Houston, Texas 77041.

TABLE OF CONTENTS


		Page
INTRODUCTION			1

ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, GOVERNING LAW, AND OTHER REFERENCES			1
A.	Defined Terms		1
B.	Rules of Interpretation		19
C.	Computation of Time		20
D.	Governing Law		20
E.	Reference to Monetary Figures		20
F.	Reference to the Debtors or the Reorganized Debtors		20
G.	Controlling Document		20

ARTICLE II ADMINISTRATIVE AND PRIORITY CLAIMS			21
A.	Administrative Claims		21
B.	Professional Fee Claims		21
C.	Priority Tax Claims		22

ARTICLE III CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTS			22
A.	Classification of Claims and Interests		22
B.	Treatment of Classes of Claims and Interests		25
C.	Special Provision Governing Unimpaired Claims		41
D.	Elimination of Vacant Classes		41
E.	Voting Classes; Presumed Acceptance by Non-Voting Classes		41
F.	Subordinated Claims		41
G.	Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code		41
H.	Amended Credit Facilities		41
I.	Unsecured Cash Out Facility Cash		41
J.	Certain Indenture Trustee Rights		42
K.	Right to Designate Non-Reorganizing Debtors		42
L.	Payments Pursuant to Cash Collateral Order		42

ARTICLE IV PROVISIONS FOR IMPLEMENTATION OF THE PLAN			42
A.	General Settlement of Claims and Interests		42
B.	Restructuring Transactions		42
C.	Issuance and Distribution of New Seadrill Common Shares		43
D.	Issuance and Distribution of New NADL Common Shares and New Sevan Common Shares		44
E.	Issuance and Distribution of New Secured Notes		44
F.	Rights Offerings		44
G.	Amended SFL Charters		44
H.	Amended Credit Agreements		45
I.	Amended Guarantee Facility		45
J.	Newbuild Cash Settlement		45
K.	Seadrill Partners Share Pledge		45
L.	Corporate Action		46
M.	Corporate Existence		46
N.	Vesting of Assets in the Reorganized Debtors		46
O.	Cancellation of Notes, Instruments, Certificates, and Other Documents		47
P.	New Organizational Documents		47
Q.	Effectuating Documents; Further Transactions		47
R.	Certain Securities Law Matters		48
S.	Section 1146(a) Exemption		48
T.	Employee Incentive Plan		49
U.	Employee Matters		49
V.	Preservation of Rights of Action		49


ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES		49
A.	Assumption and Rejection of Executory Contracts and Unexpired Leases	49
B.	Indemnification Obligations	50
C.	Claims Based on Rejection of Executory Contracts or Unexpired Leases	50
D.	Cure of Defaults for Executory Contracts and Unexpired Leases Assumed	51
E.	Preexisting Obligations to the Debtors under Executory Contracts and Unexpired Leases	51
F.	Insurance Policies	51
G.	Modifications, Amendments, Supplements, Restatements, or Other Agreements	51
H.	Reservation of Rights	52
I.	Nonoccurrence of Effective Date	52
J.	Contracts and Leases Entered into after the Petition Date	52

ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS		52
A.	Distributions on Account of Claims and Interests Allowed as of the Effective Date	52
B.	Rights and Powers of Distribution Agent	53
C.	Special Rules for Distributions to Holders of Disputed Claims and Interests	53
D.	Delivery of Distributions	53
E.	Claims Paid or Payable by Third Parties	55
F.	Setoffs	56
G.	Allocation between Principal and Accrued Interest	56
H.	Minimum Distributions	56

ARTICLE VII PROCEDURES FOR RESOLVING DISPUTED CLAIMS		56
A.	Disputed Claims Process	56
B.	Disputed and Contingent Claims Reserve	57
C.	Claims Administration Responsibilities	57
D.	Estimation of Claims	57
E.	Time to File Objections to Claims	57
F.	Adjustment to Claims without Objection	57
G.	No Interest	58
H.	Disallowance of Claims and Interests	58
I.	Single Satisfaction Rule	58

ARTICLE VIII EFFECT OF CONFIRMATION OF THE PLAN		58
A.	Discharge of Claims and Termination of Interests	58
B.	Releases by the Debtors	58
C.	Releases by Holders of Claims and Interests	59
D.	Exculpation	59
E.	Injunction	60
F.	Protection against Discriminatory Treatment	60
G.	Recoupment	60
H.	Document Retention	60
I.	Reimbursement or Contribution	60
J.	Release of Liens	61

ARTICLE IX CONDITIONS PRECEDENT TO THE EFFECTIVE DATE		61
A.	Conditions Precedent to the Effective Date	61
B.	Waiver of Conditions Precedent	62
C.	Effect of Non-Occurrence of Conditions to Consummation	62

ARTICLE X MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN		62
A.	Modification of Plan	62
B.	Effect of Confirmation on Modifications	62
C.	Withdrawal of Plan	62

ARTICLE XI RETENTION OF JURISDICTION		63



ARTICLE XII MISCELLANEOUS PROVISIONS		64
A.	Immediate Binding Effect	64
B.	Additional Documents	64
C.	Payment of Statutory Fees	65
D.	Statutory Committee and Cessation of Fee and Expense Payment	65
E.	Reservation of Rights	65
F.	Successors and Assigns	65
G.	Service of Documents	65
H.	Term of Injunctions or Stays	66
I.	Entire Agreement	66
J.	Plan Supplement	66
K.	Non-Severability	67
L.	Votes Solicited in Good Faith	67
M.	Closing of Chapter 11 Cases	67
N.	Waiver or Estoppel	67
O.	Creditor Default	67

iii

INTRODUCTION

Seadrill Limited and its affiliated Debtors in the above-captioned chapter 11 cases jointly propose this Plan. Capitalized terms used in the Plan shall have the meanings set forth in Article I.A of the Plan. Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor for the resolution of outstanding Claims and Interests pursuant to the Bankruptcy Code. The Debtors seek to consummate the Restructuring Transactions on the Effective Date of the Plan. Each Debtor is a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The classifications of Claims and Interests set forth in Article III of the Plan shall be deemed to apply separately with respect to each Debtor, as applicable. The Plan does not contemplate substantive consolidation of any of the Debtors. Reference is made to the Disclosure Statement for a discussion of the Debtors’ history, business, properties and operations, projections, risk factors, a summary and analysis of the Plan, the Restructuring Transactions, and certain related matters.

ARTICLE I

DEFINED TERMS, RULES OF INTERPRETATION,

COMPUTATION OF TIME, GOVERNING LAW, AND OTHER REFERENCES

A. Defined Terms

1. “ Accredited Investor ” has the meaning given to such term in Rule 501 of Regulation D promulgated under the Securities Act.

2. “ Ad Hoc Group ” means the ad hoc group of beneficial holders, or investment advisors or managers of beneficial holders, of Unsecured Notes represented by Stroock & Stroock & Lavan LLP.

3. “ Additional Commitment Parties ” means the funds and/or accounts that are managed, advised or sub-advised by each of Fintech Advisory Inc. and Asia Research & Capital Management, including any respective successors or assigns (including any transferee of a transfer made pursuant to Section 2.6(a) of the Investment Agreement), that are signatories to the Investment Agreement.

4. “ Administrative Claim ” means a Claim for costs and expenses of administration of the Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after the Petition Date until and including the Effective Date of preserving the Estates and operating the Debtors’ businesses; (b) Allowed Professional Fee Claims; and (c) all fees and charges assessed against the Estates pursuant to section 1930 of chapter 123 of title 28 of the United States Code.

5. “ Administrative Claims Bar Date ” means the deadline for Filing requests for payment of Administrative Claims, which: (a) with respect to Administrative Claims other than Professional Fee Claims, shall be 30 days after the Effective Date; and (b) with respect to Professional Fee Claims, shall be 45 days after the Effective Date.

6. “ Affiliate ” has the meaning set forth in section 101(2) of the Bankruptcy Code. With respect to any Person that is not a Debtor, the term “Affiliate” shall apply to such Person as if the Person were a Debtor.

7. “ Agents ” means, collectively, each facility agent or collateral agent under any of the Prepetition Credit Facilities, including any successors thereto.

8. “ Allowed ” means, with respect to any Claim, except as otherwise provided herein: (a) a Claim that is evidenced by a Proof of Claim Filed by the Claims Bar Date (or such other date as agreed by the Debtors pursuant to the Bar Date Order) or a request for payment of an Administrative Claim Filed by the Administrative Claims Bar Date, as applicable (or for which Claim under the Plan, the Bankruptcy Code, or pursuant to a Final Order, a Proof of Claim or request for payment of Administrative Claim is not or shall not be required to be Filed); (b) a Claim that is listed in the Schedules as not contingent, not unliquidated, and not disputed, and for which no

Proof of Claim, as applicable, has been timely Filed; or (c) a Claim allowed pursuant to the Plan or a Final Order of the Bankruptcy Court; provided , that with respect to a Claim described in clauses (a) and (b) above, such Claim shall be considered Allowed only if and to the extent that with respect to such Claim no objection to the allowance thereof is interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, or such an objection is so interposed and the Claim has been Allowed by a Final Order. Any Claim that has been or is hereafter listed in the Schedules as contingent, unliquidated, or disputed, and for which no Proof of Claim is or has been timely Filed, or that is not or has not been Allowed by a Final Order, is not considered Allowed and shall be expunged without further action by the Debtors and without further notice to any party or action, approval, or order of the Bankruptcy Court. Notwithstanding anything to the contrary herein, no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed Allowed unless and until such Entity pays in full the amount that it owes the applicable Debtor or Reorganized Debtor, as applicable. For the avoidance of doubt, a Proof of Claim Filed after the Claims Bar Date or a request for payment of an Administrative Claim Filed after the Administrative Claims Bar Date, as applicable, shall not be Allowed for any purposes whatsoever absent entry of a Final Order allowing such late-filed Claim. “Allow” and “Allowing” shall have correlative meanings.

9. “ Amended Credit Agreements ” means, collectively, the following agreements, forms of which shall be consistent with the Credit Facility Term Sheet, and included in the Plan Supplement:

(a)

the amended and restated Prepetition $300MM Credit Agreement (the “ Amended $300MM Credit Agreement ”);

(b)

the amended and restated Prepetition AOD Credit Agreement (the “ Amended AOD Credit Agreement ”);

(c)

the amended and restated Prepetition $400MM Credit Agreement (the “ Amended $400MM Credit Agreement ”);

(d)

the amended and restated Prepetition $440MM Credit Agreement (the “ Amended $440MM Credit Agreement ”);

(e)

the amended and restated Prepetition $450MM Credit Agreement (the “ Amended $450MM Eminence Credit Agreement ”);

(f)

the amended and restated Prepetition $450MM Nordea Credit Agreement (the “ Amended $450MM Nordea Credit Agreement ”);

(g)

the amended and restated Prepetition $483MM Credit Agreement (the “ Amended $ 483MM Credit Agreement ”);

(h)

the amended and restated Prepetition $950MM Credit Agreement (the “ Amended $950MM Credit Agreement ”);

(i)

the amended and restated Prepetition $1.35B Credit Agreement (the “ Amended $1.35B Credit Agreement ”);

(j)

the amended and restated Prepetition $1.5B Credit Agreement (the “ Amended $1.5B Credit Agreement ”);

(k)

the amended and restated Prepetition Sevan Credit Agreement (the “ Amended Sevan Credit Agreement ”); and

(l)

the amended and restated Prepetition NADL Credit Agreement (the “ Amended NADL Credit Agreement ”).

10. “ Amended Credit Facilities ” means, collectively, each amended Prepetition Credit Facility entered into pursuant to the applicable Amended Credit Agreement in accordance with the Plan.

11. “ Amended Finance Documents ” means, collectively, all related agreements, indentures, documents (including security, collateral, or pledge agreements or documents), mortgages, or instruments to be executed or delivered in connection with the Amended Credit Facilities, the Amended SFL Charters, and the Amended Guarantee Facility.

12. “ Amended Guarantee Facility ” means a Guarantee Facility after the Effective Date, entered into as modified pursuant to the amended and restated Guarantee Facility documents to be included in the Plan Supplement, which modifications shall include (a) release of all non-Cash collateral securing the Guarantee Facility, including pledges of shares in Archer and NADL held by Seadrill Limited, and (b) increase of the existing Cash collateral to meet the requirement for security valued at least 150% of the MOF+ Overdraft Limit, as set out in clause 7.2 of the Prepetition Cash Management Agreement.

13. “ Amended SFL Charters ” means, collectively, the new head-charter or sub-charter agreements, the form of which shall be consistent with the SFL Term Sheet and included in the Plan Supplement, to be executed by the applicable Reorganized Debtor on the Effective Date in full satisfaction of the SFL Claims under each applicable Prepetition SFL Charter.

14. “ Assumed Executory Contract and Unexpired Lease List ” means the list, as determined by the Debtors or the Reorganized Debtors, as applicable, of Executory Contracts and Unexpired Leases that will be assumed by the Reorganized Debtors pursuant to the Plan, which list shall be included in the Plan Supplement; provided , that such list shall be reasonably acceptable to the Required Consenting Parties and the Committee.

15. “ Avoidance Actions ” means any and all avoidance, recovery, subordination, or other claims, actions, or remedies that may be brought by or on behalf of the Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or applicable non-bankruptcy law, including actions or remedies under sections 502, 510, 542, 544, 545, and 547 through and including 553 of the Bankruptcy Code or other similar or related state or federal statutes and common law.

16. “ Bank CoCom ” means, solely in their capacities as such, the members of the coordinating committee of financial institutions appointed pursuant to that certain coordinator letter dated April 20, 2016 between Seadrill Limited and the Coordinators (as defined therein), as amended, amended and restated, supplemented, or otherwise modified from time to time, that hold Credit Agreement Claims, which is constituted by ABN AMRO Bank N.V., Citibank, Europe PLC UK Branch, Danske Bank A/S, DNB Bank ASA; ING Bank N.V., Nordea Bank AB London Branch, Garantiinstituttet for Eksportkreditt, and Skandinaviska Enskilda Banken AB (publ).

17. “ Bankruptcy Code ” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532.

18. “ Bankruptcy Court ” means the United States Bankruptcy Court for the Southern District of Texas, Victoria Division or such other court having jurisdiction over the Chapter 11 Cases.

19. “ Bankruptcy Rules ” means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases and the general, local, and chambers rules of the Bankruptcy Court.

20. “ Bar Date Order ” means the Amended Order (I) Setting Bar Dates for Filing Proofs of Claim, Including Requests for Payment under Section 503(B )( 9), (II) Establishing Amended Schedules Bar Date and Rejection Damages Bar Date, (III) Approving the Form of and Manner for Filing Proofs of Claim, Including Section 503(B)(9) Requests, and (IV) Approving Notice of Bar Dates [Docket No. 835].

21. “ Barclays ” means Distressed Trading Desk of Barclays Bank PLC.

22. “ Bermuda Court ” means the Supreme Court of Bermuda.

23. “ Bermuda Dissolution Proceedings ” means the liquidation proceedings under Bermuda law under which Reorganized Seadrill, Reorganized NADL, and Reorganized Sevan will be wound up and dissolved.

24. “ Business Day ” means any day, other than a Saturday, Sunday, or a “legal holiday,” as defined in Bankruptcy Rule 9006(a).

25. “ Cash ” means the legal tender of the United States of America or the equivalent thereof, including bank deposits and checks.

26. “ Cash Collateral Order ” means the Final Order (I) Authorizing the Use of Cash Collateral, (II) Granting Adequate Protection, (III) Modifying the Automatic Stay, and (IV) Granting Related Relief [Docket No. 310].

27. “ Causes of Action ” means any action, claim, cause of action, controversy, demand, right, action, Lien, indemnity, interest, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character whatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law. For the avoidance of doubt, “ Cause of Action ” includes: (a) any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breach of duties imposed by law or in equity; (b) any claim based on or relating to, or in any manner arising from, in whole or in part, tort, breach of contract, breach of fiduciary duty, violation of state or federal law or breach of any duty imposed by law or in equity, including securities laws, negligence, and gross negligence; (c) the right to object to Claims or Interests; (d) any Claim pursuant to section 362 or chapter 5 of the Bankruptcy Code; (e) any claim or defense including fraud, mistake, duress, and usury; and any other defenses set forth in section 558 of the Bankruptcy Code; and (f) any state or foreign law fraudulent transfer or similar claim.

28. “ Centerbridge ” means Centerbridge Credit Partners L.P. and certain of its Affiliates.

29. “ Certificate ” means any instrument evidencing a Claim or an Interest.

30. “ Certified Non-Eligible Holder ” means a holder of an Allowed General Unsecured Claim against Seadrill Limited, NADL, or Sevan that: (a) certifies, under penalty of perjury, that is is not an Equity Eligible Holder and/or not a Note Eligible Holder; and (b) and timely submits such certification in accordance with the Rights Offering Procedures.

31. “ Chapter 11 Cases ” means the procedurally consolidated chapter 11 cases pending for the Debtors in the Bankruptcy Court pursuant to the Order (i) Directing Joint Administration of Chapter 11 Cases and (ii) Granting Related Relief [Docket No. 40].

32. “ Claim ” means a claim, as defined in section 101(5) of the Bankruptcy Code.

33. “ Claims Bar Date ” means the applicable bar date by which Proofs of Claim must be Filed, as established by: (a) the Bar Date Order; (b) a Final Order of the Bankruptcy Court; or (c) the Plan.

34. “ Claims Register ” means the official register of Claims against the Debtors maintained by the Clerk of the Bankruptcy Court or the Notice and Claims Agent.

35. “ Class ” means a category of holders of Claims or Interests under section 1122(a) of the Bankruptcy Code.

36. “ Commitment Parties ” means holders of commitments under the Investment Agreement that have executed and delivered counterpart signature pages, solely in their capacities as such, including any respective successors or assigns (including any transferee of a transfer made pursuant to Section 2.6(a) of the Investment Agreement), all as provided in the Investment Agreement. For the avoidance of doubt, the Commitment Parties comprise the Initial Commitment Parties and the New Commitment Parties.

37. “ Committee ” means the official committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to the Notice of Appointment of Creditors’ Committee [Docket No. 175], as may be reconstituted from time to time.

38. “ Committee Letter ” means the letter from the Committee to holders of General Unsecured Claims that may be included with the Plan solicitation materials recommending that such holders vote to accept the Plan.

39. “ Confirmation ” means entry of the Confirmation Order on the docket of the Chapter 11 Cases.

40. “ Confirmation Date ” means the date on which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules 5003 and 9021.

41. “ Confirmation Hearing ” means the hearing(s) before the Bankruptcy Court under section 1128 of the Bankruptcy Code at which the Debtors seek entry of the Confirmation Order.

42. “ Confirmation Order ” means the order of the Bankruptcy Court confirming the Plan under section 1129 of the Bankruptcy Code, which shall be in form and substance reasonably acceptable to the Required Consenting Parties and the Committee.

43. “ Consenting Lenders ” means the lenders holding Credit Agreement Claims that are or become parties to the RSA, solely in their capacity as such.

44. “ Consenting Noteholders ” means the holders or investment advisors or managers of discretionary accounts that hold Unsecured Note Claims and are or become parties to the RSA, solely in their capacity as such.

45. “ Consenting Stakeholders ” means any party (other than the “ Company Parties ” as defined therein) to the RSA and/or Investment Agreement, each solely in their capacity as such, including: (a) the Consenting Lenders; (b) the Consenting Noteholders; (c) the Commitment Parties; (d) Hemen; and (e) SFL.

46. “ Consolidated Subsidiaries ” means, collectively: (a) any Entity that Seadrill Limited has a greater than 50 percent direct or indirect ownership in; (b) Seadrill Nigeria Operations Ltd.; and (c) Seadrill Nigeria Deepwater Contracting Ltd.

47. “ Consummation ” means the occurrence of the Effective Date.

48. “ Credit Agreement Claim ” means any Claim arising under a Prepetition Credit Agreement or the Prepetition Finance Documents corresponding to that Prepetition Credit Agreement, including Claims based on a Debtor’s guarantee of obligations thereunder, but excluding any Claim arising under any of the Seabras Sapura Agreements.

49. “ Credit Facility Lenders ” means the lenders that hold Credit Agreement Claims.

50. “ Credit Facility Term Sheet ” means the Credit Facility Term Sheet attached as Annex 3 to Exhibit A to the RSA.

51. “ Cure ” means a Claim (unless waived or modified by the applicable counterparty) based upon a Debtor’s defaults under an Executory Contract or an Unexpired Lease assumed by such Debtor under section 365 of the Bankruptcy Code, other than a default that is not required to be cured pursuant to section 365(b)(2) of the Bankruptcy Code.

52. “ Currency Swap Claim ” means any Claim arising under or derived from the Currency Swaps, as of the Petition Date.

53. “ Currency Swaps ” means, collectively, each currency swap entered into before the Petition Date by Seadrill Limited or NADL, as applicable.

54. “ Customer Contracts ” means the Debtors’ drilling contracts and other agreements with customers of the Debtors and their Affiliates, including guarantees by the Debtors of other Entities’ performance under such contracts.

55. “ Debtors ” means, collectively, each Entity listed on Exhibit A attached hereto.

56. “ Definitive Documentation ” means the definitive documents and agreements governing the Restructuring Transactions (including any related orders, agreements, instruments, schedules, or exhibits) that are contemplated by and referenced in the Plan (as amended, modified, or supplemented from time to time), including: (a) the Plan (and all exhibits and other documents and instruments related thereto); (b) the RSA (including the “Definitive Documents” as defined therein); (c) the Investment Agreement (including the “Definitive Documents” as defined in therein); (d) the Rights Offering Procedures; (e) the Plan Supplement; (f) the Disclosure Statement; (g) the Solicitation Procedures; (h) the Disclosure Statement Order; (i) the Amended SFL Charters; (j) the Amended Finance Documents; and (k) the Confirmation Order, which shall be in each case in form and substance reasonably acceptable to the Required Consenting Parties and the Committee. The Debtors and the Required Consenting Parties may consult as to the form of the Committee Letter.

57. “ Description of Transaction Steps ” means the description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan and as set forth in the Plan Supplement.

58. “ Disclosure Statement ” means the Disclosure Statement Relating to the Second Amended Joint Chapter 11 Plan of Reorganization , dated as of February 26, 2018, as may be amended, supplemented, or modified from time to time, including all exhibits and schedules thereto and references therein that relate to the Plan, that is prepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules, and any other applicable law.

59. “ Disclosure Statement Order ” means the order of the Bankruptcy Court approving the Disclosure Statement and solicitation procedures with respect to the Plan, including the Rights Offering Procedures [Docket No. 1015].

60. “ Disputed ” means a Claim or an Interest or any portion thereof: (a) that is not Allowed; (b) that is not disallowed under the Plan, the Bankruptcy Code, or a Final Order, as applicable; and (c) with respect to which a party in interest has Filed a Proof of Claim or otherwise made a written request to a Debtor for payment, without any further notice to or action, order, or approval of the Bankruptcy Court.

61. “ Distribution Agent ” means, as applicable, the Reorganized Debtors or any Entity the Reorganized Debtors select to make or to facilitate distributions in accordance with the Plan; provided , however , that (a) all distributions on account of Unsecured Notes Claims shall be made by or at the direction of the respective Indenture Trustee for distribution in accordance with the applicable indenture or bond agreement, (b) all distributions on account of Credit Agreement Claims shall be made by the entry into effect of the Amended Credit Agreements in accordance with the applicable amendment and restatement agreements and Article IV.H of the Plan, and (c) all distributions on account of Guarantee Facility Claims shall be made by the entry into effect of the Amended Guarantee Facility in accordance with its terms (or the terms of any applicable amendment and restatement agreement) and Article IV.I of the Plan.

62. “ Distribution Date ” means, except as otherwise set forth herein, the date or dates determined by the Debtors or the Reorganized Debtors, on or after the Effective Date, upon which the Distribution Agent shall make distributions to holders of Allowed Claims entitled to receive distributions under the Plan; provided , however , that (a) all distributions on account of Unsecured Notes Claims shall be made by or at the direction of the respective Indenture Trustee for distribution in accordance with the applicable indenture or bond agreement, (b) all distributions on account of Credit Agreement Claims shall be made by the entry into effect of the Amended Credit Agreements in accordance with the applicable amendment and restatement agreements and Article IV.H of the Plan,

and (c) all distributions on account of Guarantee Facility Claims shall be made by the entry into effect of the Amended Guarantee Facility in accordance with its terms (or the terms of any applicable amendment and restatement agreement) and Article IV.I of the Plan.

63. “ DSME ” means Daewoo Shipbuilding & Marine Engineering Co., Ltd. in its capacity as counterparty to certain of the Newbuild Contracts.

64. “ Effective Date ” means the date that is the first Business Day after the Confirmation Date on which all conditions precedent to the occurrence of the Effective Date set forth in Article IX.A of the Plan have been satisfied or waived in accordance with Article IX.B of the Plan.

65. “ Employee Incentive Plan ” means the employee incentive plan which shall be implemented by the Reorganized Debtors, which will (a) reserve an aggregate of 10 percent of the New Seadrill Common Shares, on a fully diluted, fully distributed basis, for grants made from time to time to employees of the Reorganized Debtors; and (b) otherwise contain terms and conditions (including with respect to participants, allocation, structure, and timing of issuance) generally consistent with those prevailing in the market at the discretion of the board of directors of New Seadrill. Unless otherwise agreed between the Debtors and the Required Commitment Parties, such terms and conditions, including the amount and terms and condition of initial grants, shall be set forth in a term sheet for the Employee Incentive Plan, in form and substance reasonably satisfactory to the Debtors and the Required Commitment Parties and shall be included in the Plan Supplement. The Debtors shall consult with the Committee regarding the terms and conditions of the Employee Incentive Plan.

66. “ Entity ” has the meaning set forth in section 101(15) of the Bankruptcy Code.

67. “ Equity Eligible Holder ” means an Entity that: (a) a U.S. Person; or (b) is a Qualified Investor that is not a U.S. Person.

68. “ Equity Recovery ” means, if applicable, a Pro Rata share of 2 percent of the New Seadrill Common Shares distributed to Class B4 and Class B5, subject to dilution by the Employee Incentive Plan and the Primary Structuring Fee.

69. “ Equity Rights ” means, if applicable, the opportunity to participate in the Equity Rights Offering.

70. “ Equity Rights Offering ” means, the offering to purchase New Seadrill Common Shares in the aggregate amount of $48.1 million offered on a Pro Rata basis to Eligible Holders of Allowed Claims in Class B3, Class D3, and Class F3 in accordance with the Rights Offering Procedures and the Investment Agreement.

71. “ Estate ” means the estate of any Debtor created under sections 301 and 541 of the Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.

72. “ EU Prospectus Directive ” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State.

73. “ Excess New Seadrill Common Shares ” means an amount of New Seadrill Common Shares consisting of the New Seadrill Common Shares that constitute the Equity Recovery and will not otherwise be distributed to holders of Claims and Interests in accordance with Article III of the Plan.

74. “ Exculpated Party ” means, collectively, and in each case in its capacity as such: (a) the Debtors; (b) the Committee and each of its members; (c) the Provisional Liquidators; and (d) with respect to each of the foregoing, such Entity and its current and former Affiliates, and such Entity’s and its current and former Affiliates’ current and former equity holders (including Hemen Holding Ltd. and regardless of whether such interests are held directly or indirectly), subsidiaries, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such.

75. “ Executory Contract ” means a contract or lease to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

76. “ Extinguished ” means the extinguishment of economic interests pursuant to Bermuda law.

77. “ File ,” “ Filed ,” or “ Filing ” means file, filed, or filing in the Chapter 11 Cases with the Bankruptcy Court or, with respect to the filing of a Proof of Claim, the Notice and Claims Agent or the Bankruptcy Court.

78. “ Final Decree ” means the decree contemplated under Bankruptcy Rule 3022.

79. “ Final Order ” means an order of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter that has not been reversed, modified or amended, that is not stayed, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be Filed has been resolved by the highest court to which the order could be appealed or from which certiorari could be sought or the new trial, reargument or rehearing shall have been denied, resulted in no modification of such order or has otherwise been dismissed with prejudice.

80. “ General Unsecured Claim ” means any unsecured Claim against a Debtor that is not: (a) paid in full prior to the Effective Date pursuant to an order of the Bankruptcy Court; (b) an Administrative Claim; (c) a Credit Agreement Claim; (d) a Guarantee Facility Claim; (e) an Intercompany Claim; (f) a Claim under section 510(b) of the Bankruptcy Code; (g) a NADL Revolving Loan Claim; (h) an Other Priority Claim; (i) an Other Secured Claim; (j) a Priority Tax Claim; (k) a Professional Fee Claim; (l) a Secured Tax Claim; or (m) a Sevan Second Lien Claim.

81. “ Governmental Unit ” has the meaning set forth in section 101(27) of the Bankruptcy Code.

82. “ Guarantee Facility ” means the $90 million guarantee facility under the Prepetition Cash Management Agreement.

83. “ Guarantee Facility Claim ” means any Claim against Seadrill Limited under the Guarantee Facility.

84. “ Hemen” means Hemen Investments Limited, a company incorporated under the laws of Cyprus.

85. “ IHCo ” means the new, wholly owned New Seadrill subsidiary to be incorporated under the laws of Bermuda before the Effective Date pursuant to the Plan.

86. “ Indenture Trustees ” means, collectively, (a) Computershare Trust Company, N.A. and Computershare Trust Company of Canada, in its capacity as trustee under the indenture governing the NADL 2019 Notes; (b) Deutsche Bank Trust Company Americas, in its capacity as trustee under the indentures governing the Seadrill Limited 2017 Notes and the Seadrill Limited 2020 Notes; and (c) Nordic Trustee AS, in its capacity as trustee under the bond agreements governing the Seadrill Limited NOK Notes, the Seadrill Limited SEK Notes, and the FRN North Atlantic Drilling Limited Bond Issue 2013/2018, and includes their respective paying agents and registrars under each indenture or bond agreement (as applicable).

87. “ Indenture Trustee Fees ” means the reasonable and documented compensation, fees, expenses, and disbursements of each of the Indenture Trustees and each paying agent (as applicable) in connection with the Chapter 11 Cases and under each applicable indenture or bond agreement, including without limitation any fees, expenses, and disbursements of attorneys, advisors, or agents retained or utilized by any of the Indenture Trustees in connection with the Chapter 11 Cases.

88. “ Impaired ” means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

89. “ Indemnification Provisions ” means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

90. “ Initial Commitment Parties ” means the holders of new money commitments under the Investment Agreement that executed and delivered counterpart signature pages on September 12, 2017, solely in their capacities as such, including any respective successors or assigns (including any transferee of a transfer made pursuant to Section 2.6(a) of the Investment Agreement), all as provided in the Investment Agreement.

91. “ Insider ” has the meaning set forth in section 101(31) of the Bankruptcy Code.

92. “ Intercompany Claim ” means any Claim against a Debtor held by another Debtor or an Affiliate of a Debtor, other than (a) any Claims against a Debtor held by Hemen Holding Ltd. as of the Petition Date, (b) any SFL Claim; (c) the NADL Revolving Loan Claims, and (d) the Sevan Second Lien Claims.

93. “ Intercompany Interest ” means any common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profits interests of any Debtor, including, without limitation, options, warrants, rights, or other securities or agreements to acquire the common stock, preferred stock, limited liability company interests, or other equity, ownership, or profits interests of any Debtor (whether or not arising under or in connection with any employment agreement) in a Debtor held by a Debtor or an Affiliate of a Debtor, but excluding, in each case, any Interest in a Debtor held by Hemen Holding Ltd.

94. “ Interest ” means the common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profits interests of any Debtor, including, without limitation, options, warrants, rights, or other securities or agreements to acquire the common stock, preferred stock, limited liability company interests, or other equity, ownership, or profits interests of any Debtor (whether or not arising under or in connection with any employment agreement); provided , however , that the term “Interests” shall not include Intercompany Interests.

95. “ Interest Rate Swaps ” means, collectively, each interest rate swap entered into before the Petition Date by Seadrill Limited or NADL.

96. “ Interest Rate Swap Claims ” means Claims under or derived from the Interest Rate Swaps.

97. “ Interim Compensation Procedures Order ” means the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals [Docket No. 389].

98. “ Investment Agreement ” means the Investment Agreement attached as Exhibit B to the RSA, as amended pursuant to that certain First Amendment to Investment Agreement, dated as of October 12, 2017, and that certain Amendment, Assignment and Joinder Agreement in Respect of Investment Agreement, dated February 25, 2018, and as may be further amended, restated, amended and restated, modified, or supplemented from time to time in accordance with the terms thereof.

99. “ Lien ” has the meaning set forth in section 101(37) of the Bankruptcy Code.

100. “ Liquidation Recovery ” means an amount of consideration equal in value to the amount an applicable Claim or Interest would so receive or retain if the applicable Debtor were liquidated under chapter 7 of the Bankruptcy Code as of the Effective Date, as set forth in the liquidation analysis attached to the Disclosure Statement.

101. “ Majority Ad Hoc Group Parties ” means the holders of at least a majority of the outstanding principal amount of the Unsecured Notes held by the Ad Hoc Group in the aggregate as of the applicable date of determination.

102. “ NADL ” means North Atlantic Drilling Limited, a Bermuda company and the predecessor to Reorganized NADL.

103. “ NADL 2019 Notes ” means the 6.25% Senior Notes issued by NADL due 2019.

104. “ NADL 510(b) Claim ” means any Claim arising from rescission of a purchase or sale of an equity security of NADL or any of its Debtor subsidiaries for damages arising from the purchase or sale of such an equity security or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

105. “ NADL Guaranteed Unsecured Note Claim ” means any Claim against a Debtor under the NADL NOK Notes.

106. “ NADL Interest Rate Swap Claim ” means any Interest Rate Swap Claim against NADL.

107. “ NADL NOK Notes ” means the FRN North Atlantic Drilling Limited Bond Issue 2013/2018 dated 13 February 2015 (ISIN NO 001 069241.1).

108. “ NADL Non-Guaranteed Unsecured Note Claim ” means any Claim arising under the NADL 2019 Notes.

109. “ NADL Revolving Loan Claim ” means any Claim held by Seadrill Limited as of the Petition Date arising under the Prepetition NADL Revolving Loan Agreement.

110. “ NADL Unsecured Note Claims ” means, collectively, the (a) NADL Guaranteed Unsecured Note Claims and (b) the NADL Non-Guaranteed Unsecured Note Claims.

111. “ New Commitment Party Closing Payment ” means Cash in an amount equal to $1 million.

112. “ New Commitment Parties ” means Barclays and the members of the Ad Hoc Group, each of which are holders of new money commitments under the Investment Agreement that executed and delivered counterpart signatures pages to that certain Amendment, Assignment and Joinder Agreement in Respect of Investment Agreement, dated February 26, 2018, solely in their capacities as such, including any respective successors or assigns (including any transferee of a transfer made pursuant to Section 2.6(a) of the Investment Agreement), all as provided in the Investment Agreement.

113. “ New NADL ” means the new holding company established under the laws of Bermuda on or before the Effective Date for the purpose of carrying out certain transactions under the Plan with respect to NADL.

114. “ New NADL Common Shares ” means the new common shares in New NADL issued on the Effective Date.

115. “ New Organizational Documents ” means the documents providing for corporate governance of the Reorganized Debtors, including charters, bylaws, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, consistent with the RSA and section 1123(a)(6) of the Bankruptcy Code (as applicable).

116. “ New Seadrill ” means the new holding company established under the laws of Bermuda on or before the Effective Date for the purpose of carrying out certain transactions under the Plan with respect to Seadrill Limited.

117. “ New Seadrill Board ” means the Board of Directors for New Seadrill.

118. “ New Seadrill Common Shares ” means the new common shares in New Seadrill issued on the Effective Date.

119. “ New Secured Notes ” means the secured notes to be issued under the New Secured Notes Indenture by NSNCo in the aggregate principal amount of $880 million.

120. “ New Secured Notes Indenture ” means the New Secured Notes Indenture substantially on the terms set forth in the New Secured Notes Term Sheet attached as Annex 4 to Exhibit A of the RSA and to be included in the Plan Supplement.

121. “ New Sevan ” means the new holding company established under the laws of Bermuda on or before the Effective Date for the purpose of carrying out certain transactions under the Plan with respect to Sevan.

122. “ New Sevan Common Shares ” means the new common shares in New Sevan issued on the Effective Date.

123. “ New Shares ” means, collectively: (a) New NADL Common Shares; (b) New Seadrill Common Shares; and (c) New Sevan Common Shares.

124. “ Newbuild Cash Settlement ” means cash in an amount equal to $17 million, which amount, and no other Cash, shall be used to pay the fees and expenses of third-party advisors to DSME and SHI and other amounts to DSME and SHI. Seven ($7) million of the Newbuild Cash Settlement is allocated for DSME and ten ($10) million of the Newbuild Cash Settlement is allocated for SHI. Payment of expenses incurred by DSME and SHI in the performance of the duties of the Committee (excluding third-party advisor expenses of SHI and DSME) shall continue to be governed by the Interim Compensation Order.

125. “ Newbuild Contracts ” means, collectively:

(a)

that certain Contract for the Construction and Delivery of Drillship (Hull No. 3623), dated as of July 12, 2013, as may have been amended from time to time, by and between Seadrill Aquila Ltd. as Buyer and DSME as Builder;

(b)

that certain Contract for the Construction and Delivery of Drillship (Hull No. 3624), dated as of July 12, 2013, as may have been amended from time to time, by and between Seadrill Libra Ltd. as Buyer and DSME as Builder;

(c)

that certain Contract for the Construction and Sale of Drillship Hull No. 2100, dated as of July 12, 2013, as may have been amended from time to time, by and between Seadrill Draco Ltd. and SHI;

(d)

that certain Contract for the Construction and Sale of Drillship Hull No. 2101, dated as of July 12, 2013, as may have been amended from time to time, by and between Seadrill Dorado Ltd. and SHI; and

(e)

any document, contract, agreement, or Executory Contract ancillary to any of the foregoing, including, but not limited to, any guarantee executed by Seadrill Limited of any of the foregoing, letters of confirmation, change orders, variation orders, or letters of credit.

126. “ Newbuild Counterparties ” means, collectively, DSME and SHI.

127. “ Newbuild Debtors ” means, collectively, Seadrill Aquila Ltd., Seadrill Libra Ltd., Seadrill Draco Ltd., and Seadrill Dorado Ltd.

128. “ Non-Consolidated Entities ” means, collectively: (a) Seadrill Partners LLC; (b) Archer Limited; (c) SeaMex Limited; (d) Seabras; (e) Camburi Drilling BV; (f) Itaunas Drilling DV; (g) Sahy Drilling BV; and (h) each of the foregoing entities’ respective direct and indirect subsidiaries.

129. “ Non-Reorganizing Debtor ” means a Debtor (if any) designated in accordance with Article III.K of the Plan as not subject to or bound by the Plan. For the avoidance of doubt, any such Debtor shall not be a Reorganized Debtor upon the occurrence of the Effective Date.

130. “ Note Eligible Holder ” means an Entity that is: (a) an Accredited Investor and, if that person is in a Relevant Member State, is a “qualified investor” in that Relevant Member State within the meaning of the EU Prospectus Directive; or (b) a Qualified Investor that is not a U.S. Person.

131. “ Note Rights ” means, if applicable, the opportunity to participate in the Note Rights Offering.

132. “ Note Rights Offering ” means, the offering to purchase up to $119.4 million in aggregate principal amount of the New Secured Notes offered on a Pro Rata basis to holders of Allowed Claims in Class B3, Class D3, and Class F3 in accordance with the Rights Offering Procedures and the Investment Agreement.

133. “ Notice and Claims Agent ” means Prime Clerk LLC, the notice, claims, and solicitation agent for the Debtors in the Chapter 11 Cases.

134. “ NSN HoldCo ” means each new, wholly owned NSNCo subsidiary that may be formed for the purpose of directly owning Seadrill Limited’s prepetition Interests in certain of the Non-Consolidated Entities or directly holding certain receivables as set forth more fully in the Description of Transaction Steps.

135. “ NSNCo ” means the new, wholly owned IHCo subsidiary incorporated under the laws of Bermuda pursuant to the Plan as an intermediate holding company for the purpose of issuing the New Secured Notes as set forth more fully in the Description of the Transaction Steps.

136. “ Other NADL Debtors ” means, collectively, each Debtor that is a direct or indirect wholly owned subsidiary of NADL.

137. “ Other Priority Claim ” means any Claim other than an Administrative Claim or a Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

138. “ Other Seadrill Debtors ” means, collectively, Seadrill Nigeria Operations Ltd, Seadrill Jupiter Ltd., and each Debtor that is a direct or indirect wholly owned subsidiary of Seadrill Limited. For the avoidance of doubt, NADL, the Other NADL Debtors, Sevan, and the Other Sevan Debtors are not Other Seadrill Debtors.

139. “ Other Secured Claim ” means any Secured Claim against any of the Debtors, other than a Credit Agreement Claim, a Guarantee Facility Claim, or a Sevan Second Lien Claim, including any Secured Tax Claim.

140. “ Other Sevan Debtors ” means, collectively, each Debtor that is a direct or indirect wholly owned subsidiary of Sevan.

141. “ Permitted Transferee ” means, with respect to a Consenting Stakeholder Transferring ownership of a Claim or Interest, (a) any transferee of a Claim or Interest that (i) executes and delivers to counsel for the Debtors, at or before the time of the proposed Transfer, an executed form of the transfer agreement attached as Exhibit D to the RSA or (ii) is a Consenting Stakeholder or (b) any transferee of a Claim or Interest other than a Credit Agreement Claim that is (i) a “qualified institutional buyer” as defined under Rule 144A promulgated by the Securities Act, (ii) a non-U.S. Person in an “offshore transaction” as defined in Regulation S under the Securities Act, (iii) an Accredited Investor, or (iv) a Consenting Stakeholder.

142. “ Person ” has the meaning set forth in section 101(41) of the Bankruptcy Code.

143. “ Petition Date ” means September 12, 2017, the date on which the Chapter 11 Cases were commenced.

144. “ Plan ” means this chapter 11 plan, as altered, amended, modified, or supplemented from time to time in accordance with the terms hereof, including the Plan Supplement and all exhibits, supplements, appendices, and schedules.

145. “ Plan Supplement ” means any compilation of documents and forms of documents, agreements, schedules, and exhibits to the Plan, which shall be Filed by the Debtors, to the extent reasonably practicable, no later than 14 days before the Voting Deadline or such later date as may be approved by the Bankruptcy Court on notice to parties in interest, and additional documents Filed with the Bankruptcy Court prior to the Effective Date as amendments to the Plan Supplement, each of which shall be consistent in all respects with, and shall otherwise contain, the terms and conditions set forth on the exhibits attached hereto, where applicable. The Debtors shall have the right to amend the documents contained in, and exhibits to, the Plan Supplement through the Effective Date; provided that such amendments are consistent with the Plan, the Confirmation Order, the RSA, and the Investment Agreement, and the exhibits attached thereto.

146. “ Prepetition Cash Management Agreement ” means the Amended and Restated Group Cash Management Agreement, dated March 6, 2013, between Seadrill Limited, as customer, and Danske Bank, as bank.

147. “ Prepetition Credit Agreements ” means, collectively (in each case, as amended or modified):

(a)

the $300 million senior secured credit facility agreement, originally dated July 16, 2013, between, among others, Seadrill Limited as borrower and DNB Bank ASA as agent (the “ Prepetition $300MM Credit Agreement ”);

(b)

the $360 million senior secured credit facility agreement, originally dated April 9, 2013, between, among others, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited and Asia Offshore Rig 3 Limited as borrowers and ABN AMRO Bank N.V. as agent (the “ Prepetition AOD Credit Agreement ”);

(c)

the $400 million senior secured credit facility agreement, originally dated December 8, 2011, between, among others, Seadrill Limited as borrower and Nordea Bank Norge ASA as agent (the “ Prepetition $400MM Credit Agreement ”);

(d)

the $440 million secured credit facility agreement, originally dated December 4, 2012, between, among others, Seadrill Limited as borrower and Citibank Europe Plc, UK Branch as agent (the “ Prepetition $440MM Credit Agreement ”);

(e)

the $450 million senior secured credit facility agreement, originally dated December 13, 2013, between, among others, Seadrill Eminence Limited as borrower and Danske Bank A/S as agent (the “ Prepetition $450MM Eminence Credit Agreement ”);

(f)

the $450 million senior secured credit facility agreement, originally dated August 26, 2015, between, among others, Seadrill Limited as borrower and Nordea Bank AB, London Branch as agent (the “ Prepetition $450MM Nordea Credit Agreement ”);

(g)

the $483,333,333 senior secured credit facility agreement, originally dated March 20, 2013, between, among others, Seadrill Tellus Ltd. as borrower and ING Bank N.V. as agent (the “ Prepetition $483MM Credit Agreement ”);

(h)

the $950 million senior secured credit facility agreement, originally dated January 26, 2015, between, among others, Seadrill Limited as borrower and Nordea Bank AB, London Branch as agent (the “ Prepetition $950MM Credit Agreement ”);

(i)

the $1.35 billion senior secured credit facility agreement, originally dated August 26, 2014, between, among others, Seadrill Limited as borrower and DNB Bank ASA as agent (the “ Prepetition $1.35B Credit Agreement ”);

(j)

the $1.5 billion senior secured credit facility agreement, originally dated July 30, 2014, between, among others, Seadrill Neptune Hungary Kft, Seadrill Saturn Ltd and Seadrill Jupiter Ltd as borrowers and Nordea Bank AB, London Branch as agent (the “ Prepetition $1.5B Credit Agreement ”);

(k)

the $1.75 billion senior secured credit facility agreement, originally dated September 30, 2013, between, among others, various subsidiaries of Sevan as borrowers and ING Bank N.V. as agent (the “ Prepetition Sevan Credit Agreement ”); and

(l)

the $2.0 billion senior secured credit facility agreement, originally dated April 15, 2011, between, among others, NADL as borrower and DNB Bank ASA as agent (the “ Prepetition NADL Credit Agreement ”).

148. “ Prepetition Credit Facilities ” means the senior secured credit facilities outstanding under the Prepetition Credit Agreements.

149. “Prepetition Finance Documents ” means, collectively, all related agreements, indentures, documents (including security, collateral or pledge agreements or documents), mortgages, or instruments executed or delivered in connection with the Prepetition Credit Facilities, Guarantee Facility, and the Prepetition SFL Charters.

150. “ Prepetition NADL Revolving Loan Agreement ” means the amended revolving credit facility agreement, dated January 30, 2017, between certain NADL, as borrower, and Seadrill Limited, as lender.

151. “ Prepetition Sevan Revolving Credit Agreement ” means the amended and restated subordinated revolving credit facility agreement, dated December 2014, between certain Sevan Debtors, as borrowers, and Seadrill Limited, as lender.

152. “ Prepetition SFL Charters ” means, collectively:

(a)

the head-charter agreement originally dated October, 7 2008, made between SFL Hercules Ltd as owner, Seadrill Offshore AS as charterer, and Seadrill Limited as charter guarantor (the “ Prepetition SFL Hercules Charter ”);

(b)

the head-charter agreement originally dated October 7, 2008, made between SFL Deepwater Ltd as owner, Seadrill Deepwater Charterer Ltd as charterer, and Seadrill Limited as charter guarantor (the “ Prepetition SFL Deepwater Charter ”);

(c)

the head-charter agreement originally dated June 30, 2013, made between SFL Linus Ltd as owner, North Atlantic Linus Charterer Ltd as charterer, and Seadrill Limited as charter guarantor (the “ Prepetition SFL Linus Head-Charter ”); and

(d)

the sub-charter agreement originally dated June 30, 2013, made between North Atlantic Linus Charterer Ltd as owner, North Atlantic Norway Limited as charterer, and Seadrill Limited as charter guarantor (the “ Prepetition SFL Linus Sub-Charter ”).

153. “ Primary Structuring Fee ” means a fee equal to 5 percent of the New Seadrill Common Shares issued to Hemen on the Effective Date pursuant to the Investment Agreement, subject to dilution by the Employee Incentive Plan.

154. “ Priority Tax Claim ” means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

155. “ Pro Rata ” means the proportion that an Allowed Claim or an Allowed Interest in a particular Class bears to the aggregate amount of Allowed Claims or Interests in that Class.

156. “ Professional ” means an Entity: (a) employed in the Chapter 11 Cases pursuant to a Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code and to be compensated for services rendered prior to or on the Effective Date pursuant to sections 327, 328, 329, 330, and 331 of the Bankruptcy Code; or (b) for which compensation and reimbursement has been Allowed by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.

157. “ Professional Fee Claim ” means any Administrative Claim for the compensation of Professionals and the reimbursement of expenses incurred by such Professionals through and including the Confirmation Date to the extent such fees and expenses have not been paid pursuant to an order of the Bankruptcy Court. To the extent the Bankruptcy Court denies or reduces by a Final Order any amount of a Professional’s requested fees and expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim.

158. “ Professional Fee Amount ” means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses the Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.B of the Plan.

159. “ Professional Fee Escrow Account ” means an account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

160. “ Proof of Claim ” means a proof of Claim Filed against any of the Debtors in the Chapter 11 Cases.

161. “ Provisional Liquidator Appointment Order ” means the order entered by the Bermuda Court in the Bermuda Dissolution Proceedings appointing the Provisional Liquidators.

162. “ Provisional Liquidators” means the Joint Provisional Liquidators appointed by the Bermuda Court under the Provisional Liquidator Appointment Order.

163. “ Qualified Investor ” means: (a) a non-U.S. Person in a Relevant Member State, that is a “qualified investor” in that Relevant Member State within the meaning of the EU Prospectus Directive; or (b) a non-U.S. Person not in a Relevant Member State, that is lawfully entitled to subscribe for and purchase the Securities offered pursuant to the Equity Rights Offering or Note Rights Offering under all applicable securities laws and regulations (whether pursuant to an applicable exemption or otherwise), without the need for any registration, the filing or publication of any prospectus or other action by the issuer.

164. “ Reinstate ,” “ Reinstated ,” or “ Reinstatement ” means with respect to Claims and Interests, that the Claim or Interest shall be rendered unimpaired in accordance with section 1124 of the Bankruptcy Code.

165. “ Rejected Executory Contract and Unexpired Lease List ” means the list, as determined by the Debtors or the Reorganized Debtors, as applicable, of Executory Contracts and Unexpired Leases that will be rejected by the Reorganized Debtors pursuant to the Plan, which list shall be included in the Plan Supplement; provided , that such list shall be reasonably acceptable to the Required Consenting Parties and the Committee.

166. “ Related Party ” means, collectively, current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, predecessors, successors, assigns, subsidiaries, partners, limited partners, general partners, principals, members, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals.

167. “ Released Party ” means, collectively, and in each case in its capacity as such: (a) each Debtor; (b) each Reorganized Debtor; (c) each Non-Consolidated Entity; (d) each Consenting Lender; (e) the Bank CoCom; (f) each member of the Bank CoCom; (g) each Consenting Noteholder; (h) each Commitment Party; (i) Hemen; (j) SFL; (k) each Consenting Stakeholder; (l) the Committee and each of its members; (m) each Indenture Trustee

and each paying agent under each indenture or bond agreement; (n) each Newbuild Counterparty; (o) the Provisional Liquidators; (p) each current and former Affiliate of each Entity in clauses (a) through (o); and (q) each Related Party of each Entity in clauses (a) through (p).

168. “ Releasing Parties ” means, collectively, and in each case in its capacity as such: (a) each Debtor; (b) each Reorganized Debtor; (c) each Non-Consolidated Entity; (d) each Consenting Lender; (e) the Bank CoCom; (f) each member of the Bank CoCom; (g) each Consenting Noteholder; (h) each Commitment Party; (i) Hemen; (j) SFL; (k) all holders of Claims; (l) all holders of Interests; (m) each Consenting Stakeholder; (n) the Committee and each of its members; (o) each Indenture Trustee and each paying agent under each indenture or bond agreement; (p) each Newbuild Counterparty; (q) the Provisional Liquidators; (r) each current and former Affiliate of each Entity in clause (a) through (q); and (s) each Related Party of each Entity in clause (a) through (r).

169. “ Relevant Member State ” means any member state of the European Economic Area that has implemented the EU Prospectus Directive.

170. “ Reorganized Debtor ” means a Debtor, or any successor or assign thereto, by merger, amalgamation, consolidation, or otherwise, on and after the Effective Date, including New Seadrill, New NADL, and New Sevan and, before their dissolution pursuant to the Bermuda Dissolution Proceedings, Reorganized Seadrill, Reorganized NADL, and Reorganized Sevan.

171. “ Reorganized NADL ” means NADL, or any successor or assign thereto, by merger, amalgamation, consolidation, or otherwise, on and after the Effective Date, excluding New NADL, and before dissolution pursuant to the Bermuda Dissolution Proceedings.

172. “ Reorganized Seadrill ” means Seadrill Limited, or any successor or assign thereto, by merger, amalgamation, consolidation, or otherwise, on and after the Effective Date, excluding New Seadrill, and before dissolution pursuant to the Bermuda Dissolution Proceedings.

173. “ Reorganized Sevan ” means Sevan, or any successor or assign thereto, by merger, amalgamation, consolidation, or otherwise, on and after the Effective Date, excluding New Sevan, and before dissolution pursuant to the Bermuda Dissolution Proceedings.

174. “ Required Commitment Parties ” means Commitment Parties holding at least 50.1% in principal amount of the commitments to purchase the New Secured Notes held by all such Commitment Parties at such time; provided that at all times, each of Hemen and Centerbridge shall be part of the Required Commitment Parties; provided , further , that each of the (a) Majority Ad Hoc Group Parties, (b) Barclays, (c) each Select Commitment Party and (d) each Additional Commitment Party shall be part of the Required Commitment Parties (and their prior written consent shall be required) with respect to (i) material modifications to the Investment Agreement, the RSA and the exhibits to each such document, and the terms of any other Definitive Documents to the extent such modifications are adverse to any member of the Ad Hoc Group, Barclays, any Select Commitment Party or any Additional Commitment Party, (ii) any economic modifications to the Investment Agreement, the RSA and the exhibits to each such document, and the terms of any other Definitive Documents to the extent such economic modifications are adverse to the New Commitment Parties, any Select Commitment Party or any Additional Commitment Party, without regard to materiality and (iii) any Definitive Documents; provided , however , that notwithstanding the foregoing, in no event will any Commitment Party be a Required Commitment Party at any point in time that such Person is also in default under the RSA or Investment Agreement.

175. “ Required Consenting Parties ” means, collectively, the Required Commitment Parties and the Bank CoCom.

176. “ Restructuring Transactions ” means the transactions described in Article IV.B .

177. “ RigCo ” means the new wholly owned subsidiary of IHCo incorporated under the laws of Bermuda pursuant to the Plan.

178. “ Rights Offering Procedures ” means the procedures governing distribution and exercise of the Note Rights and Equity Rights attached as Schedule 12A and Schedule 12B to the Disclosure Statement Order, which Rights Offering Procedures must be in form and substance reasonably acceptable to the Required Commitment Parties, and the Committee.

179. “ RSA ” means that certain Restructuring Support and Lock-Up Agreement, dated as of September 12, 2017, by and among the Debtors, the Consenting Lenders, the Consenting Noteholders, the Commitment Parties, SFL, the Consenting Stakeholders, and the other parties who signed the signature pages thereto, including all exhibits and attachments thereto, as amended pursuant to that certain Amendment, Stipulation, and Joinder Agreement In Respect of Restructuring Support and Lock-Up Agreement, as may be further amended, restated, amended and restated, modified, or supplemented from time to time in accordance with the terms thereof.

180. “ Seabras ” means, collectively, Seabras Sapura Participações SA, a Brazilian corporation, and Seabras Sapura Holding GmbH, an Austrian limited liability company.

181. “ Seabras Sapura Agreements ” means, collectively: (a) that certain US$543,000,000 secured facilities agreement dated 31 December 2013 between, among others, Sapura Diamante GmbH, Sapura Topazio GmbH and the other parties thereto (the “ PLSV I Facilities Agreement ”); (b) that certain US$780,000,000 secured facilities agreement dated 10 April 2015 between, among others, Sapura Onix GmbH, Sapura Jade GmbH, Sapura Rubi GmbH and the other parties thereto (the “ PLSV II Facilities Agreement ”); and (c) all related agreements, indentures, documents (including security, collateral or pledge agreements or documents), mortgages, or instruments, including the Finance Documents as defined in the PLSV I Facilities Agreement and PLSV II Facilities Agreement, respectively, entered into, executed or delivered in connection with the PLSV I Facilities Agreement and PLSV II Facilities Agreement, in each case of (a), (b) and (c) as amended, restated, supplemented or otherwise modified from time to time.

182. “ Seadrill Consolidated Group ” means, collectively: (a) Seadrill Limited; and (b) each of the Consolidated Subsidiaries.

183. “ Seadrill Entities ” means, collectively: (a) each of the Debtors; (b) each of the Non-Consolidated Entities; and (c) each Affiliate of each Entity in clauses (a) through (b).

184. “ Seadrill Limited 2017 Notes ” means the 5 ⁵ ⁄ ₈ % Senior Notes issued by Seadrill Limited due 2017.

185. “ Seadrill Limited 2020 Notes ” means the 6 ¹ ⁄ ₈ % Senior Notes issued by Seadrill Limited due 2020.

186. “ Seadrill Limited 510(b) Claim ” means any Claim, other than the NADL 510(b) Claims, and the Sevan 510(b) Claims, arising from rescission of a purchase or sale of an equity security of the Debtors or an Affiliate of the Debtors for damages arising from the purchase or sale of such an equity security or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

187. “ Seadrill Limited NOK Notes ” means the FRN Seadrill Limited Senior Unsecured Bond Issue 2013/2018 dated March 11, 2013 (ISIN NO 001 067314.8).

188. “ Seadrill Limited SEK Notes ” means the FRN Seadrill Limited Senior Unsecured Bond Issue 2013/2019 dated March 17, 2014 (ISIN NO 001 070579.1).

189. “ Seadrill Limited Unsecured Note Claim ” means any Claim arising under the Seadrill Limited Unsecured Notes.

190. “ Seadrill Limited Unsecured Notes ” means, collectively: (a) the Seadrill Limited 2017 Notes; (b) the Seadrill Limited 2020 Notes; (c) the Seadrill Limited NOK Notes; and (d) the Seadrill Limited SEK Notes.

191. “ Secured Claim ” means a Claim: (a) secured by a Lien on collateral to the extent of the value of such collateral, as determined in accordance with section 506(a) of the Bankruptcy Code; or (b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code.

192. “ Secured Tax Claim ” means any Secured Claim that, absent its secured status, would be entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determined irrespective of time limitations), including any related Secured Claim for penalties.

193. “ Securities Act ” means the U.S. Securities Act of 1933.

194. “ Security ” has the meaning set forth in section 2(a)(1) of the Securities Act.

195. “ Select Commitment Parties ” means the funds and/or accounts that are managed, advised or sub-advised by each of Aristeia Capital L.L.C., GLG Partners LP, Saba Capital Management LP, and Whitebox Advisors, LLC or each such Person’s Affiliate(s) that are signatories to the Investment Agreement.

196. “ Servicer ” means an agent or other authorized representative of holders of Claims or Interests, which may include an Indenture Trustee, as the context requires.

197. “ Sevan ” means Sevan Drilling Ltd., a Bermuda company and the predecessor to Reorganized Sevan.

198. “ Sevan 510(b) Claim ” means any Claim arising from rescission of a purchase or sale of an equity security of Sevan or any of its Debtor subsidiaries for damages arising from the purchase or sale of such an equity security or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

199. “ Sevan Second Lien Claim ” means any Claim held by Seadrill Limited as of the Petition Date against Sevan under the Prepetition Sevan Revolving Credit Agreement.

200. “ SFL ” means Ship Finance International Limited, a company incorporated under the laws of Bermuda.

201. “ SFL Claim ” means any Claim arising under a Prepetition SFL Charter.

202. “ SFL Term Sheet ” means the SFL Term Sheet attached as Annex 7 to Exhibit A to the RSA.

203. “ SHI ” means Samsung Heavy Industries Co., Ltd. in its capacity as counterparty to certain of the Newbuild Contracts.

204. “ Subscription Expiration Deadline ” has the meaning set forth in the Rights Offering Procedures.

205. “ TLB Credit Agreement ” means that certain Credit Agreement, dated as of February 21, 2014, by and among Seadrill Operating LP, a Marshall Islands limited partnership. Seadrill Capricorn Holdings LLC, a Marshall Islands limited liability company. Seadrill Partners Finco LLC, a Delaware limited liability company and the other borrowers party thereto, the lenders party thereto, and Deutsche Bank AG New York Branch, as administrative and collateral agent (as amended, amended and restated, modified, or supplemented from time to time).

206. “ Transfer ” means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, participate, donate, or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales, or other transactions); provided , however , that holding Certificates in an account with a broker-dealer where the broker-dealer holds a security interest or other encumbrance over property in the account generally, which security interest or other encumbrance is released upon transfer of such securities, shall not constitute a “ Transfer ” under the Plan.

207. “ Unclaimed Distribution ” means any distribution under the Plan on account of an Allowed Claim or Allowed Interest to a holder that has not: (a) accepted a particular distribution or, in the case of distributions made by check, negotiated such check; (b) given notice to the Reorganized Debtors of an intent to accept a particular distribution; (c) responded to the Debtors’ or Reorganized Debtors’ requests for information necessary to facilitate a particular distribution; or (d) taken any other action necessary to facilitate such distribution.

208. “ Unexpired Lease ” means a lease of nonresidential real property to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

209. “ Unimpaired ” means a Class of Claims or Interests that is unimpaired within the meaning of section 1124 of the Bankruptcy Code.

210. “ Unsecured Cash Out Facility Cash ” means Cash in an amount equal to $23 million to be made available to Certified Non-Eligible Holders on account of Equity Rights and Note Rights on the terms set forth in this Plan.

211. “ Unsecured Note Claims ” means, collectively: (a) the Seadrill Limited Unsecured Note Claims; and (b) the NADL Unsecured Note Claims.

212. “ Unsecured Pool Cash ” means Cash in an amount equal to $17 million.

213. “ Unsecured Pool Denominator ” means an amount equal to the sum of: (a) 100 percent of the aggregate Allowed General Unsecured Claims against or guaranteed by Seadrill Limited in Class B3; and (b) 70 percent of the aggregate Allowed General Unsecured Claims against NADL and Sevan in Classes D3 and F3.

214. “ Unsecured Pool Equity ” means 15 percent of the New Seadrill Common Shares, subject to dilution by the Employee Incentive Plan and the Primary Structuring Fee.

215. “ Unsecured Pool Recovery Cash ” means, collectively, the (a) Unsecured Pool Cash, less any amounts necessary to pay in full, in cash all reasonable and documented out of pocket fees and expenses of each of the third-party advisors to to the members of the Committee (other than SHI and DSME), including the Indenture Trustees, incurred and unpaid as of the Effective Date (which, for the avoidance of doubt, shall not include the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), and (b) Unsecured Cash Out Facility Cash, less any Cash amounts paid to Certified Non-Eligible Holders on account of Equity Rights and Note Rights pursuant to Article III.B of this Plan. Payment of expenses incurred by individual members of the Committee in the performance of the duties of the Committee (excluding third-party advisor expenses of individual members of the Committee) shall continue to be governed by the Interim Compensation Order.

216. “ U.S. Person ” has the meaning given to such term in Rule 902 promulgated under the Securities Act.

217. “ Voting Deadline ” means April 5, 2018 at 4:00 p.m. prevailing Central Time.

B.	Rules of Interpretation

For purposes of the Plan: (a) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (b) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, shall mean such document, schedule, or exhibit, as it may have been or may be amended, modified, or supplemented; (d) unless otherwise specified, all references herein to “Articles” and “Sections” are references to Articles and Sections, respectively, hereof or hereto; (e) the words “herein,” “hereof,” and “hereto” refer to the Plan

in its entirety rather than to any particular portion of the Plan; (f) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (g) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (h) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (i) references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (j); all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; and (k) any immaterial effectuating provisions may be interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; provided , however , that no effectuating provision shall be immaterial or deemed immaterial if it has any substantive legal or economic effect on any party.

C.	Computation of Time

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein. If the date on which a transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day.

D.	Governing Law

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New York, without giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction, and implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered into in connection with the Plan (except as otherwise set forth in those agreements, in which case the governing law of such agreement shall control); provided , however , that corporate governance matters relating to the Debtors or the Reorganized Debtors, as applicable, shall be governed by the laws of the jurisdiction of incorporation or formation of the relevant Debtor or Reorganized Debtor, as applicable.

E.	Reference to Monetary Figures

All references in the Plan to monetary figures refer to currency of the United States of America, unless otherwise expressly provided.

F.	Reference to the Debtors or the Reorganized Debtors

Except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors or to the Reorganized Debtors mean the Debtors and the Reorganized Debtors, including New Seadrill, New NADL, and New Sevan, as applicable, to the extent the context requires.

G.	Controlling Document

In the event of an inconsistency between the Plan, the RSA, and the Disclosure Statement, the terms of the Plan shall control in all respects. In the event of an inconsistency between the Plan and the Plan Supplement, the Plan shall control. In the event of any inconsistency between the Plan and the Confirmation Order, the Confirmation Order shall control.

ARTICLE II

ADMINISTRATIVE AND PRIORITY CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Professional Fee Claims, and Priority Tax Claims have not been classified and thus are excluded from the Classes of Claims set forth in Article III of the Plan.

A.	Administrative Claims

Unless otherwise agreed to by the holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, each holder of an Allowed Administrative Claim (other than holders of Professional Fee Claims and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States Code) will receive in full and final satisfaction of its Administrative Claim an amount of Cash equal to the amount of such Allowed Administrative Claim in accordance with the following: (a) if an Administrative Claim is Allowed on or prior to the Effective Date, on the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (b) if such Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which an order Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; (c) if such Allowed Administrative Claim is based on liabilities incurred by the Debtors in the ordinary course of their business after the Petition Date in accordance with the terms and conditions of the particular transaction giving rise to such Allowed Administrative Claim without any further action by the holders of such Allowed Administrative Claim; (d) at such time and upon such terms as may be agreed upon by such holder and the Debtors or the Reorganized Debtors, as applicable; or (e) at such time and upon such terms as set forth in an order of the Bankruptcy Court.

Except as otherwise provided in this Article II.A of the Plan, and except with respect to Administrative Claims that are Professional Fee Claims, requests for payment of Administrative Claims must be Filed with the Bankruptcy Court and served on the Debtors pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order no later than the Administrative Claims Bar Date. Holders of Administrative Claims that are required to, but do not, File and serve a request for payment of such Administrative Claims by such date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests, if any, must be Filed with the Bankruptcy Court and served on the Debtors and the requesting party no later than 60 days after the Effective Date. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with the Bankruptcy Court with respect to an Administrative Claim previously Allowed.

B.	Professional Fee Claims

All requests for payment of Professional Fee Claims for services rendered and reimbursement of expenses incurred prior to the Confirmation Date must be Filed no later than 45 days after the Confirmation Date. The Bankruptcy Court shall determine the Allowed amounts of such Professional Fee Claims after notice and a hearing in accordance with the procedures established by the Bankruptcy Court. The Reorganized Debtors shall pay Professional Fee Claims in Cash in the amount the Bankruptcy Court allows, including from the Professional Fee Escrow Account, which the Reorganized Debtors will establish in trust for the Professionals and fund with Cash equal to the Professional Fee Amount on the Effective Date. Professionals shall deliver to the Debtors their estimates for purposes of the Reorganized Debtors computing the Professional Fee Amount no later than five Business Days prior to the anticipated Effective Date. For the avoidance of doubt, no such estimate shall be deemed to limit the amount of the fees and expenses that are the subject of a Professional’s final request for payment of Professional Fee Claims Filed with the Bankruptcy Court. If a Professional does not provide an estimate, the Debtors may estimate the unpaid and unbilled fees and expenses of such Professional. No funds in the Professional Fee Escrow Account shall be property of the Estates. Any funds remaining in the Professional Fee Escrow Account after all Allowed Professional Fee Claims have been paid will be turned over to the Reorganized Debtors.

From and after the Confirmation Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such

date shall terminate, and the Reorganized Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court. The reasonable and documented fees and expenses incurred by the Professionals of the Committee (but not third-party advisors to the individual Committee members) after the Confirmation Date until the Committee dissolves will be paid by the Debtors or Reorganized Debtors, as applicable, in the ordinary course of business (and no later than 45 days after submission of invoices).

C.	Priority Tax Claims

Except to the extent that a holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim, each holder of such Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code and, for the avoidance of doubt, holders of Allowed Priority Tax Claims will receive interest on such Allowed Priority Tax Claims after the Effective Date in accordance with sections 511 and 1129(a)(9)(C) of the Bankruptcy Code.

ARTICLE III

CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTS

A.	Classification of Claims and Interests

Except for the Claims addressed in Article II of the Plan, all Claims and Interests are classified in the Classes set forth below in accordance with section 1122 of the Bankruptcy Code. A Claim or an Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest qualifies within the description of such other Classes. A Claim or an Interest also is classified in a particular Class for the purpose of receiving distributions under the Plan only to the extent that such Claim or Interest is an Allowed Claim or Interest in that Class and has not been paid, released, or otherwise satisfied prior to the Effective Date.

Class Identification for Each Debtor

Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against each Debtor pursuant to the Plan.


Class	Claim or Interest	Status	Voting Rights
A1	Other Secured Claims	Unimpaired	Not Entitled to Vote (Deemed to Accept)

A2	Other Priority Claims	Unimpaired	Not Entitled to Vote (Deemed to Accept)

A3	Intercompany Claims	Impaired / Unimpaired	Not Entitled to Vote (Deemed to Accept or Reject)

Class Identification for Seadrill Limited

Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against, and Interests in, Seadrill Limited pursuant to the Plan.


Class	Claim or Interest	Status	Voting Rights
B1-a	$1.5B Credit Agreement Claims against Seadrill Limited	Impaired	Entitled to Vote

B1-b	$483MM Credit Agreement Claims against Seadrill Limited	Impaired	Entitled to Vote


Class	Claim or Interest	Status	Voting Rights
B1-c	$450MM Eminence Credit Agreement Claims against Seadrill Limited	Impaired	Entitled to Vote

B1-d	$1.35B Credit Agreement Claims against Seadrill Limited	Impaired	Entitled to Vote

B1-e	$950MM Credit Agreement Claims against Seadrill Limited	Impaired	Entitled to Vote

B1-f	$450MM Nordea Credit Agreement Claims against Seadrill Limited	Impaired	Entitled to Vote

B1-g	$440MM Credit Agreement Claims against Seadrill Limited	Impaired	Entitled to Vote

B1-h	$400MM Credit Agreement Claims against Seadrill Limited	Impaired	Entitled to Vote

B1-i	$300MM Credit Agreement Claims against Seadrill Limited	Impaired	Entitled to Vote

B1-j	AOD Credit Agreement Guarantee Claims against Seadrill Limited	Impaired	Entitled to Vote

B1-k	NADL Credit Agreement Guarantee Claims against Seadrill Limited	Impaired	Entitled to Vote

B1-l	Sevan Credit Agreement Guarantee Claims against Seadrill Limited	Impaired	Entitled to Vote

B2	Guarantee Facility Claims against Seadrill Limited	Impaired	Entitled to Vote

B3	General Unsecured Claims against Seadrill Limited	Impaired	Entitled to Vote

B4	Seadrill Limited 510(b) Claims	Impaired	Entitled to Vote

B5	Interests in Seadrill Limited	Impaired	Entitled to Vote

Class Identification for Other Seadrill Debtors

Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against, and Interests in, Other Seadrill Debtors pursuant to the Plan.


Class	Claim or Interest	Status	Voting Rights
C1-a	$1.5B Credit Agreement Claims against Other Seadrill Debtors	Impaired	Entitled to Vote

C1-b	$483MM Credit Agreement Claims against Other Seadrill Debtors	Impaired	Entitled to Vote

C1-c	$450MM Eminence Credit Agreement Claims against Other Seadrill Debtors	Impaired	Entitled to Vote

C1-d	$1.35B Credit Agreement Claims against Other Seadrill Debtors	Impaired	Entitled to Vote

C1-e	$950MM Credit Agreement Claims against Other Seadrill Debtors	Impaired	Entitled to Vote

C1-f	$450MM Nordea Credit Agreement Claims against Other Seadrill Debtors	Impaired	Entitled to Vote

C1-g	$440MM Credit Agreement Claims against Other Seadrill Debtors	Impaired	Entitled to Vote

C1-h	$400MM Credit Agreement Claims against Other Seadrill Debtors	Impaired	Entitled to Vote

C1-i	$300MM Credit Agreement Claims against Other Seadrill Debtors	Impaired	Entitled to Vote

C1-j	AOD Credit Agreement Claims against Other Seadrill Debtors	Impaired	Entitled to Vote

C2	General Unsecured Claims against Other Seadrill Debtors other than the Newbuild Debtors and Seadrill UK Ltd.	Unimpaired	Not Entitled to Vote (Deemed to Accept)

C3	General Unsecured Claims against the Newbuild Debtors and Seadrill UK Ltd.	Impaired	Entitled to Vote

C4	Interests in Other Seadrill Debtors	Unimpaired	Not Entitled to Vote (Deemed to Accept)

Class Identification for NADL

Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against, and Interests in, NADL pursuant to the Plan.


Class	Claim or Interest	Status	Voting Rights
D1	Credit Agreement Claims against NADL	Impaired	Entitled to Vote

D2	NADL Revolving Loan Claims	Impaired / Unimpaired	Not Entitled to Vote (Deemed to Accept or Reject)

D3	General Unsecured Claims against NADL	Impaired	Entitled to Vote

D4	NADL 510(b) Claims	Impaired	Not Entitled to Vote (Deemed to Reject)

D5	Interests in NADL	Impaired	Not Entitled to Vote (Deemed to Reject)

Class Identification for Other NADL Debtors

Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against, and Interests in, Other NADL Debtors pursuant to the Plan.


Class	Claim or Interest	Status	Voting Rights
E1	Credit Agreement Claims against Other NADL Debtors	Impaired	Entitled to Vote

E2	General Unsecured Claims against Other NADL Debtors	Unimpaired	Not Entitled to Vote (Deemed to Accept)

E3	Interests in Other NADL Debtors	Unimpaired	Not Entitled to Vote (Deemed to Accept)

Class Identification for Sevan

Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against, and Interests in, Sevan pursuant to the Plan.


Class	Claim or Interest	Status	Voting Rights
F1	Credit Agreement Claims against Sevan	Impaired	Entitled to Vote

F2	Sevan Second Lien Claims	Impaired / Unimpaired	Not Entitled to Vote (Deemed to Accept or Reject)

F3	General Unsecured Claims against Sevan	Impaired	Entitled to Vote

F4	Sevan 510(b) Claims	Impaired	Not Entitled to Vote (Deemed to Reject)

F5	Interests in Sevan	Impaired	Not Entitled to Vote (Deemed to Reject)

Class Identification for Other Sevan Debtors

Subject to Article III.D of the Plan, the following chart represents the classification of certain Claims against, and Interests in, Other Sevan Debtors pursuant to the Plan.


Class	Claim or Interest	Status	Voting Rights
G1	Credit Agreement Claims against Other Sevan Debtors	Impaired	Entitled to Vote

G2	General Unsecured Claims against Other Sevan Debtors	Unimpaired	Not Entitled to Vote (Deemed to Accept)

G3	Interests in Other Sevan Debtors	Unimpaired	Not Entitled to Vote (Deemed to Accept)

B.	Treatment of Classes of Claims and Interests

Each holder of an Allowed Claim or Allowed Interest, as applicable, shall receive under the Plan the treatment described below in full and final satisfaction, settlement, release, and discharge of and in exchange for such holder’s Allowed Claim or Allowed Interest, except to the extent different treatment is agreed to by the Reorganized Debtors and the holder of such Allowed Claim or Allowed Interest, as applicable. Unless otherwise indicated, the holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such treatment on the Effective Date or as soon as reasonably practicable thereafter.

Other Claims

Class A1 — Other Secured Claims

(a)

Classification : Class A1 consists of all Other Secured Claims against the Debtors.

(b)

Treatment : Each holder of an Allowed Other Secured Claim shall receive as determined by the Debtors or the Reorganized Debtors, as applicable:

(i)

payment in full in Cash of its Allowed Other Secured Claim;

(ii)

the collateral securing its Allowed Other Secured Claim;

(iii)

Reinstatement of its Allowed Other Secured Claim; or

(iv)

such other treatment rendering its Allowed Other Secured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code.

(c)

Voting : Class A1 is Unimpaired under the Plan. Holders of Allowed Other Secured Claims are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

Class A2 — Other Priority Claims

(a)

Classification : Class A2 consists of all Other Priority Claims against the Debtors.

(b)

Treatment : Each holder of an Allowed Other Priority Claim shall receive Cash in an amount equal to such Allowed Other Priority Claim.

(c)

Voting : Class A2 is Unimpaired under the Plan. Holders of Allowed Other Priority Claims are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

Class A3 — Intercompany Claims

(a)

Classification : Class A3 consists of all Intercompany Claims against the Debtors.

(b)

Treatment : On the Effective Date, Intercompany Claims shall, at the election of the applicable Debtor, be (a) Reinstated or (b) released.

(c)

Voting : Class A3 is either Unimpaired, in which case the holders of Allowed Intercompany Claims in Class A3 are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, or Impaired, and not receiving any distribution under the Plan, in which case the holders of such Allowed Intercompany Claims in Class A3 are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, each holder of an Allowed Intercompany Claim in Class A3 will not be entitled to vote to accept or reject the Plan.

Claims against Seadrill Limited

Class B1-a — $1.5B Credit Agreement Claims against Seadrill Limited

(a)

Classification : Class B1-a consists of all Credit Agreement Claims against Seadrill Limited arising under the Prepetition $1.5B Credit Agreement.

(b)

Allowance : Class B1-a Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class B1-a Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $1.5B Credit Agreement in principal amount equal to the amount of its Allowed Class B1-a Claims.

(d)

Voting : Class B1-a is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B1-a are entitled to vote to accept or reject the Plan.

Class B1-b — $483MM Credit Agreement Claims against Seadrill Limited

(a)

Classification : Class B1-b consists of all Credit Agreement Claims against Seadrill Limited arising under the Prepetition $483MM Credit Agreement.

(b)

Allowance : Class B1-b Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class B1-b Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $483MM Credit Agreement in a principal amount equal to its Allowed Class B1-b Claims.

(d)

Voting : Class B1-b is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B1-b are entitled to vote to accept or reject the Plan.

Class B1-c — $450MM Eminence Credit Agreement Claims against Seadrill Limited

(a)

Classification : Class B1-c consists of all Credit Agreement Claims against Seadrill Limited arising under the Prepetition $450MM Eminence Credit Agreement.

(b)

Allowance : Class B1-c Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class B1-c Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $450MM Eminence Credit Agreement in a principal amount equal to the amount of its Allowed Class B1-c Claims.

(d)

Voting : Class B1-c is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B1-c are entitled to vote to accept or reject the Plan.

Class B1-d — $1.35B Credit Agreement Claims against Seadrill Limited

(a)

Classification : Class B1-d consists of all Credit Agreement Claims against Seadrill Limited arising under the Prepetition $1.35B Credit Agreement.

(b)

Allowance : Class B1-d Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class B1-d Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $1.35B Credit Agreement in a principal amount equal to the amount of its Allowed Class B1-d Claims.

(d)

Voting : Class B1-d is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B1-d are entitled to vote to accept or reject the Plan.

Class B1-e — $950MM Credit Agreement Claims against Seadrill Limited

(a)

Classification : Class B1-e consists of all Credit Agreement Claims against Seadrill Limited arising under the Prepetition $950MM Credit Agreement.

(b)

Allowance : Class B1-e Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class B1-e Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $950MM Credit Agreement in a principal amount equal to the amount of its Allowed Class B1-e Claims.

(d)

Voting : Class B1-e is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B1-e are entitled to vote to accept or reject the Plan.

Class B1-f — $450MM Nordea Credit Agreement Claims against Seadrill Limited

(a)

Classification : Class B1-f consists of all Credit Agreement Claims against Seadrill Limited arising under the Prepetition $450MM Nordea Credit Agreement.

(b)

Allowance : Class B1-f Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class B1-f Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $450MM Nordea Credit Agreement in a principal amount equal to the amount of its Allowed Class B1-f Claims.

(d)

Voting : Class B1-f is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B1-f are entitled to vote to accept or reject the Plan.

10.

Class B1-g — $440MM Credit Agreement Claims against Seadrill Limited

(a)

Classification : Class B1-g consists of all Credit Agreement Claims against Seadrill Limited arising under the Prepetition $440MM Credit Agreement.

(b)

Allowance : Class B1-g Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class B1-g Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $440MM Credit Agreement in a principal amount equal to the amount of its Allowed Class B1-g Claims.

(d)

Voting : Class B1-g is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B1-g are entitled to vote to accept or reject the Plan.

11.

Class B1-h — $400MM Credit Agreement Claims against Seadrill Limited

(a)

Classification : Class B1-h consists of all Credit Agreement Claims against Seadrill Limited arising under the Prepetition $400MM Credit Agreement.

(b)

Allowance : Class B1-h Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class B1-h Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $400MM Credit Agreement in a principal amount equal to the amount of its Allowed Class B1-h Claims.

(d)

Voting : Class B1-h is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B1-h are entitled to vote to accept or reject the Plan.

12.

Class B1-i — $300MM Credit Agreement Claims against Seadrill Limited

(a)

Classification : Class B1-i consists of all Credit Agreement Claims against Seadrill Limited arising under the Prepetition $300MM Credit Agreement.

(b)

Allowance : Class B1-i Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class B1-i Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $300MM Credit Agreement in a principal amount equal to the amount of its Allowed Class B1-i Claims.

(d)

Voting : Class B1-i is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B1-i are entitled to vote to accept or reject the Plan.

13.

Class B1-j — AOD Credit Agreement Guarantee Claims against Seadrill Limited

(a)

Classification : Class B1-j consists of all Credit Agreement Claims against Seadrill Limited arising under the Prepetition AOD Credit Agreement.

(b)

Allowance : Class B1-j Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class B1-j Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended AOD Credit Agreement in a principal amount equal to the amount of its Allowed Class B1-j Claims.

(d)

Voting : Class B1-j is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B1-j are entitled to vote to accept or reject the Plan.

14.

Class B1-k — NADL Credit Agreement Guarantee Claims against Seadrill Limited

(a)

Classification : Class B1-k consists of all Credit Agreement Claims against Seadrill Limited arising under the Prepetition NADL Credit Agreement.

(b)

Allowance : Class B1-k Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class B1-k Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended NADL Credit Agreement in a principal amount equal to the amount of its Allowed Class B1-k Claim.

(d)

Voting : Class B1-k is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B1-k are entitled to vote to accept or reject the Plan.

15.

Class B1-l — Sevan Credit Agreement Guarantee Claims against Seadrill Limited

(a)

Classification : Class B1-l consists of all Credit Agreement Claims against Seadrill Limited arising under the Prepetition Sevan Credit Agreement.

(b)

Allowance : Class B1-l Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class B1-l Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended Sevan Credit Agreement in a principal amount equal to the amount of its Allowed Class B1-l Claim.

(d)

Voting : Class B1-l is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B1-l are entitled to vote to accept or reject the Plan.

16.

Class B2 — Guarantee Facility Claims against Seadrill Limited

(a)

Classification : Class B2 consists of all Guarantee Facility Claims against Seadrill Limited.

(b)

Treatment : On the Effective Date, each holder of an Allowed Guarantee Facility Claim against Seadrill Limited shall receive their Pro Rata share of participation in the Amended Guarantee Facility.

(c)

Voting : Class B2 is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B2 are entitled to vote to accept or reject the Plan.

17.

Class B3 — General Unsecured Claims against Seadrill Limited

(a)

Classification : Class B3 consists of all General Unsecured Claims against Seadrill Limited.

(b)

Allowance. On the Effective Date, the Unsecured Note Claims in Class B3 shall be Allowed in full.

(c)

Treatment : On the Effective Date:

each holder of an Allowed General Unsecured Claim against Seadrill Limited shall receive 100 percent of its Pro Rata share (measured by reference to the Unsecured Pool Denominator) of the Unsecured Pool Equity; and

ii.

each holder of an Allowed General Unsecured Claim against Seadrill Limited, other than (x) any Initial Commitment Party solely with respect to Allowed General Unsecured Claims held by such party as of September 12, 2017, (y) any New Commitment Party solely with respect to Allowed General Unsecured Claims held by such party as of January 5, 2018, or (z) any Permitted Transferee solely with respect to such Allowed General Unsecured Claims referenced in the immediately preceding clauses (x) and (y), shall also receive 100 percent of its Pro Rata share (measured by reference to the Unsecured Pool Denominator) of:

the Unsecured Pool Recovery Cash; and

if such holder’s General Unsecured Claim is Allowed in a liquidated, non-contingent amount prior to the Subscription Expiration Deadline, such holder’s General Unsecured Claim is not the subject of an unresolved objection to the allowance thereof as of the Subscription Expiration Deadline, and such holder is:

a Note Eligible Holder, the Note Rights; and/or

II.

an Equity Eligible Holder, the Equity Rights;

provided, however , that if such holder is a Certified Non-Eligible Holder, it shall receive, subject to Article III.I of this Plan, Cash in an amount equal to: (A) 7 percent of such holder’s General Unsecured Claim, if such holder is not a Note Eligible Holder; or (B) 10 percent of such holder’s General Unsecured Claim, if such holder is not a Note Eligible Holder and not an Equity Eligible Holder.

(d)

Voting : Class B3 is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B3 are entitled to vote to accept or reject the Plan.

18.

Class B4 — Seadrill Limited 510(b) Claims

(a)

Classification : Class B4 consists of all Seadrill Limited 510(b) Claims.

(b)

Treatment : On the Effective Date:

if Class B3 votes to accept the Plan , each holder of an Allowed Seadrill Limited 510(b) Claim shall receive its Pro Rata share (measured by reference to the aggregate amount of Allowed Seadrill Limited 510(b) Claims and Allowed Interests in Seadrill Limited) of the Equity Recovery; and

ii.

if Class B3 votes to reject the Plan , each holder of an Allowed Seadrill Limited 510(b) Claim shall not receive or retain any distribution, property, or other value on account of their Seadrill Limited 510(b) Claims.

(c)

Voting : Class B4 is Impaired under the Plan. Therefore, holders of Allowed Claims in Class B4 are entitled to vote to accept or reject the Plan.

19.

Class B5 — Interests in Seadrill Limited

(a)

Classification : Class B5 consists of Interests in Seadrill Limited.

(b)

Treatment : On the Effective Date, all Interests in Seadrill Limited will be Extinguished in accordance with the Description of the Transaction Steps, and:

if Class B3 votes to accept the Plan , each holder of an Allowed Interest in Seadrill Limited shall receive its Pro Rata share (measured by reference to the aggregate amount of Allowed Seadrill Limited 510(b) Claims and Allowed Interests in Seadrill Limited) of the Equity Recovery; and

ii.

if Class B3 votes to reject the Plan , each holder of an Allowed Interest in Seadrill Limited shall not receive or retain any distribution, property, or other value on account of its Interest in Seadrill Limited.

(c)

Voting : Class B5 is Impaired under the Plan. Therefore, holders of Allowed Interests in Class B5 are entitled to vote to accept or reject the Plan.

Claims against Other Seadrill Debtors

20.

Class C1-a — $1.5B Credit Agreement Claims against Other Seadrill Debtors

(a)

Classification : Class C1-a consists of all Credit Agreement Claims against Other Seadrill Debtors arising under the Prepetition $1.5B Credit Agreement.

(b)

Allowance : Class C1-a Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class C1-a Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $1.5B Credit Agreement in a principal amount equal to the amount of its Allowed Class C1-a Claim.

(d)

Voting : Class C1-a is Impaired under the Plan. Therefore, holders of Allowed Claims in Class C1-a are entitled to vote to accept or reject the Plan.

21.

Class C1-b — $483MM Credit Agreement Claims against Other Seadrill Debtors

(a)

Classification : Class C1-b consists of all Credit Agreement Claims against Other Seadrill Debtors arising under the Prepetition $483MM Credit Agreement.

(b)

Allowance : Class C1-b Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class C1-b Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $483MM Credit Agreement in a principal amount equal to the amount of its Allowed Class C1-b Claim.

(d)

Voting : Class C1-b is Impaired under the Plan. Therefore, holders of Allowed Claims in Class C1-b are entitled to vote to accept or reject the Plan.

22.

Class C1-c — $450MM Eminence Credit Agreement Claims against Other Seadrill Debtors

(a)

Classification : Class C1-c consists of all Credit Agreement Claims against Other Seadrill Debtors arising under the Prepetition $450MM Eminence Credit Agreement.

(b)

Allowance : Class C1-c Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class C1-c Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $450MM Eminence Credit Agreement in a principal amount equal to the amount of its Allowed Class C1-c Claim.

(d)

Voting : Class C1-c is Impaired under the Plan. Therefore, holders of Allowed Claims in Class C1-c are entitled to vote to accept or reject the Plan.

23.

Class C1-d — $1.35B Credit Agreement Claims against Other Seadrill Debtors

(a)

Classification : Class C1-d consists of all Credit Agreement Claims against Other Seadrill Debtors arising under the Prepetition $1.35B Credit Agreement.

(b)

Allowance : Class C1-d Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class C1-d Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $1.35B Credit Agreement in a principal amount equal to the amount of its Allowed Class C1-d Claim.

(d)

Voting : Class C1-d is Impaired under the Plan. Therefore, holders of Allowed Claims in Class C1-d are entitled to vote to accept or reject the Plan.

24.

Class C1-e — $950MM Credit Agreement Claims against Other Seadrill Debtors

(a)

Classification : Class C1-e consists of all Credit Agreement Claims against Other Seadrill Debtors arising under the Prepetition $950MM Credit Agreement.

(b)

Allowance : Class C1-e Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class C1-e Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $950MM Credit Agreement in a principal amount equal to the amount of its Allowed Class C1-e Claim.

(d)

Voting : Class C1-e is Impaired under the Plan. Therefore, holders of Allowed Claims in Class C1-e are entitled to vote to accept or reject the Plan.

25.

Class C1-f — $450MM Nordea Credit Agreement Claims against Other Seadrill Debtors

(a)

Classification : Class C1-f consists of all Credit Agreement Claims against Other Seadrill Debtors arising under the Prepetition $450MM Nordea Credit Agreement.

(b)

Allowance : Class C1-f Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class C1-f Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $450MM Nordea Credit Agreement in a principal amount equal to the amount of its Allowed Class C1-f Claim.

(d)

Voting : Class C1-f is Impaired under the Plan. Therefore, holders of Allowed Claims in Class C1-f are entitled to vote to accept or reject the Plan.

26.

Class C1-g — $440MM Credit Agreement Claims against Other Seadrill Debtors

(a)

Classification : Class C1-g consists of all Credit Agreement Claims against Other Seadrill Debtors arising under the Prepetition $440MM Credit Agreement.

(b)

Allowance : Class C1-g Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class C1-g Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $440MM Credit Agreement in a principal amount equal to the amount of its Allowed Class C1-g Claim.

(d)

Voting : Class C1-g is Impaired under the Plan. Therefore, holders of Allowed Claims in Class C1-g are entitled to vote to accept or reject the Plan.

27.

Class C1-h — $400MM Credit Agreement Claims against Other Seadrill Debtors

(a)

Classification : Class C1-h consists of all Credit Agreement Claims against Other Seadrill Debtors arising under the Prepetition $400MM Credit Agreement.

(b)

Allowance : Class C1-h Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class C1-h Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $400MM Credit Agreement in a principal amount equal to the amount of its Allowed Class C1-h Claim.

(d)

Voting : Class C1-h is Impaired under the Plan. Therefore, holders of Allowed Claims in Class C1-h are entitled to vote to accept or reject the Plan.

28.

Class C1-i — $300MM Credit Agreement Claims against Other Seadrill Debtors

(a)

Classification : Class C1-i consists of all Credit Agreement Claims against Other Seadrill Debtors arising under the Prepetition $300MM Credit Agreement.

(b)

Allowance : Class C1-i Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class C1-i Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended $300MM Credit Agreement in a principal amount equal to the amount of its Allowed Class C1-i Claim.

(d)

Voting : Class C1-i is Impaired under the Plan. Therefore, holders of Allowed Claims in Class C1-i are entitled to vote to accept or reject the Plan.

29.

Class C1-j — Prepetition AOD Credit Agreement Claims against Other Seadrill Debtors

(a)

Classification : Class C1-j consists of all Credit Agreement Claims against Other Seadrill Debtors arising under the Prepetition AOD Credit Agreement.

(b)

Allowance : Class C1-j Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class C1-j Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended AOD Credit Agreement in a principal amount equal to the amount of its Allowed Class C1-j Claim.

(d)

Voting : Class C1-j is Impaired under the Plan. Therefore, holders of Allowed Claims in Class C1-j are entitled to vote to accept or reject the Plan.

30.

Class C2 — General Unsecured Claims against Other Seadrill Debtors other than the Newbuild Debtors and Seadrill UK Ltd.

(a)

Classification : Class C2 consists of all General Unsecured Claims against Other Seadrill Debtors other than the Newbuild Debtors and Seadrill UK Ltd.

(b)

Treatment : On the Effective Date, each holder of an Allowed General Unsecured Claim against an Other Seadrill Debtor other than the Newbuild Debtors and Seadrill UK Ltd. shall, at the election of the applicable Debtor, be (a) Reinstated or (b) paid in full in Cash.

(c)

Voting : Class C2 is Unimpaired under the Plan. Holders of Allowed General Unsecured Claims against Other Seadrill Debtors other than the Newbuild Debtors are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

31.

Class C3 — General Unsecured Claims against the Newbuild Debtors and Seadrill UK Ltd.

(a)

Classification : Class C3 consists of all General Unsecured Claims against the Newbuild Debtors and Seadrill UK Ltd.

(b)

Treatment : On the Effective Date, each holder of an Allowed General Unsecured Claim against a Newbuild Debtor or Seadrill UK Ltd. shall receive its Pro Rata share of Cash in an amount equal to such holder’s Liquidation Recovery.

(c)

Voting : Class C3 is Impaired under the Plan. Therefore, holders of Allowed Claims in Class C3 are entitled to vote to accept or reject the Plan.

32.

Class C4 — Interests in Other Seadrill Debtors

(a)

Classification : Class C4 consists of all Interests in Other Seadrill Debtors.

(b)

Treatment : On the Effective Date, each holder of an Allowed Interest in an Other Seadrill Debtor shall be Reinstated.

(c)

Voting : Class C4 is Unimpaired under the Plan. Holders of Interests in Other Seadrill Debtors are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

Claims against NADL

33.

Class D1 — Credit Agreement Claims against NADL

(a)

Classification : Class D1 consists of all Claims against NADL arising under the Prepetition NADL Credit Agreement.

(b)

Allowance : Class D1 Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class D1 Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended NADL Credit Agreement in principal amount equal to the amount of its Allowed Class D1 Claims.

(d)

Voting : Class D1 is Impaired under the Plan. Therefore, holders of Allowed Claims in Class D1 are entitled to vote to accept or reject the Plan.

34.

Class D2 — NADL Revolving Loan Claims

(a)

Classification : Class D2 consists of all NADL Revolving Loan Claims.

(b)

Treatment : On the Effective Date, NADL Revolving Loan Claims shall, at the election of NADL, be (a) Reinstated or (b) released.

(c)

Voting : Class D2 is either Unimpaired, in which case the holders of Allowed NADL Revolving Loan Claims in Class D2 are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, or Impaired, and not receiving any distribution under the Plan, in which case the holders of such Allowed NADL Revolving Loan Claims in Class D2 are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, each holder of an Allowed NADL Revolving Loan Claim in Class D2 will not be entitled to vote to accept or reject the Plan.

35.

Class D3 — General Unsecured Claims against NADL

(a)

Classification : Class D3 consists of all General Unsecured Claims against NADL.

(b)

Allowance. On the Effective Date, the Unsecured Note Claims in Class D3 shall be Allowed in full.

(c)

Treatment : On the Effective Date:

iii.

each holder of an Allowed General Unsecured Claim against NADL shall receive 70 percent of its Pro Rata share (measured by reference to the Unsecured Pool Denominator) of the Unsecured Pool Equity; and

iv.

each holder of an Allowed General Unsecured Claim against NADL, other than (x) any Initial Commitment Party solely with respect to Allowed General Unsecured Claims held by such party as of September 12, 2017, (y) any New Commitment Party solely with respect to Allowed General Unsecured Claims held by such party as of January 5, 2018, or (z) any Permitted Transferee solely with respect to such Allowed General Unsecured Claims referenced in the immediately preceding clauses (x) and (y), shall also receive 70 percent of its Pro Rata share (measured by reference to the Unsecured Pool Denominator) of:

the Unsecured Pool Recovery Cash; and

a Note Eligible Holder, the Note Rights; and/or

II.

an Equity Eligible Holder, the Equity Rights;

provided, however, that if such holder is a Certified Non-Eligible Holder, it shall receive, subject to Article III.I of this Plan, Cash in an amount equal to: (A) 7 percent of such holder’s General Unsecured Claim, if such holder is not a Note Eligible Holder; or (B) 10 percent of such holder’s General Unsecured Claim, if such holder is not a Note Eligible Holder and not an Equity Eligible Holder.

(d)

Voting : Class D3 is Impaired under the Plan. Therefore, holders of Allowed Claims in Class D3 are entitled to vote to accept or reject the Plan.

36.

Class D4 — NADL 510(b) Claims

(a)

Classification : Class D4 consists of all NADL 510(b) Claims.

(b)

Treatment : On the Effective Date, each holder of an Allowed NADL 510(b) Claim shall not receive or retain any distribution, property, or other value on account of their NADL 510(b) Claims.

(c)

Voting : Class D4 is Impaired under the Plan. Holders of NADL 510(b) Claims are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

37.

Class D5 — Interests in NADL

(a)

Classification : Class D5 consists of all Interests in NADL.

(b)

Treatment : On the Effective Date, each Interest in NADL will be Extinguished in accordance with the Description of the Transaction Steps and each holder of such Interest in NADL shall not receive or retain any distribution, property, or other value on account of its Interest in NADL.

(c)

Voting : Class D5 is Impaired under the Plan. Holders of Interests in NADL are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

Claims against Other NADL Debtors

38.

Class E1 — Credit Agreement Claims against Other NADL Debtors

(a)

Classification : Class E1 consists of all Credit Agreement Claims against Other NADL Debtors arising under the Prepetition NADL Credit Agreement.

(b)

Allowance : Class E1 Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class E1 Claim shall receive its Pro Rata share of participation in the Amended Credit Facility entered into pursuant to the Amended NADL Credit Agreement in a principal amount equal to the amount of its Allowed Class E1 Claim.

(d)

Voting : Class E1 is Impaired under the Plan. Therefore, holders of Allowed Claims in Class E1 are entitled to vote to accept or reject the Plan.

39.

Class E2 — General Unsecured Claims against Other NADL Debtors

(a)

Classification : Class E2 consists of all General Unsecured Claims against Other NADL Debtors.

(b)

Treatment : On the Effective Date, each holder of an Allowed General Unsecured Claim against an Other NADL Debtor shall, at the election of the applicable Debtor, be (a) Reinstated or (b) paid in full in Cash.

(c)

Voting : Class E2 is Unimpaired under the Plan. Holders of Allowed General Unsecured Claims against Other NADL Debtors are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

40.

Class E3 — Interests in Other NADL Debtors

(a)

Classification : Class E3 consists of all Interests in Other NADL Debtors.

(b)

Treatment : On the Effective Date, each Interest in an Other NADL Debtor shall be Reinstated.

(c)

Voting : Class E3 is Unimpaired under the Plan. Holders of Interests in Other NADL Debtors are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

Claims against Sevan

41.

Class F1 — Credit Agreement Claims against Sevan

(a)

Classification : Class F1 consists of all Claims against Sevan arising under the Prepetition Sevan Credit Agreement.

(b)

Allowance : Class F1 Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class F1 Claim shall receive its Pro Rata share of participation in the Amended Sevan Credit Facility entered into pursuant to the Amended Sevan Credit Agreement in a principal amount of its Allowed Class F1 Claim.

(d)

Voting : Class F1 is Impaired under the Plan. Therefore, holders of Allowed Claims in Class F1 are entitled to vote to accept or reject the Plan.

42.

Class F2 — Sevan Second Lien Claims

(a)

Classification : Class F2 consists of all Sevan Second Lien Claims.

(b)

Treatment : On the Effective Date, all Sevan Second Lien Claims shall, at the election of Sevan, be (a) Reinstated or (b) released.

(c)

Voting : Class F2 is either Unimpaired, in which case the holders of Allowed Sevan Second Lien Claims in Class F2 are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, or Impaired, and not receiving any distribution under the Plan, in which case the holders of such Allowed Sevan Second Lien Claims in Class F2 are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, each holder of an Allowed Sevan Second Lien Claim in Class F2 will not be entitled to vote to accept or reject the Plan.

43.

Class F3 — General Unsecured Claims against Sevan

(a)

Classification : Class F3 consists of all General Unsecured Claims against Sevan.

(b)

Treatment : On the Effective Date:

each holder of an Allowed General Unsecured Claim against Sevan shall receive 70 percent of its Pro Rata share (measured by reference to the Unsecured Pool Denominator) of the Unsecured Pool Equity; and

vi.

each holder of an Allowed General Unsecured Claim against Sevan other than (x) any Initial Commitment Party solely with respect to Allowed General Unsecured Claims held by such party as of September 12, 2017, (y) any New Commitment Party solely with respect to Allowed General Unsecured Claims held by such party as of January 5, 2018, or (z) any Permitted Transferee solely with respect to such Allowed General Unsecured Claims referenced in the immediately preceding clauses (x) and (y), shall also receive 70 percent of its Pro Rata share (measured by reference to the Unsecured Pool Denominator) of:

the Unsecured Pool Recovery Cash; and

a Note Eligible Holder, the Note Rights; and/or

II.

an Equity Eligible Holder, the Equity Rights;

(c)

Voting : Class F3 is Impaired under the Plan. Therefore, holders of Allowed Claims in Class F3 are entitled to vote to accept or reject the Plan.

44.

Class F4 — Sevan 510(b) Claims

(a)

Classification : Class F4 consists of all Sevan 510(b) Claims.

(b)

Treatment : On the Effective Date, each holder of an Allowed Sevan 510(b) Claim shall not receive or retain any distribution, property, or other value on account of its Sevan 510(b) Claims.

(c)

Voting : Class F4 is Impaired under the Plan. Holders of Allowed Sevan 510(b) Claims are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

45.

Class F5 — Interests in Sevan

(a)

Classification : Class F5 consists of all Interests in Sevan.

(b)

Treatment : On the Effective Date, each holder of an Interest in Sevan will be Extinguished in accordance with the Description of the Transaction Steps and each such holder shall not receive or retain any distribution, property, or other value on account of its Interest in Sevan.

(c)

Voting : Class F5 is Impaired under the Plan. Holders of Interests in Sevan are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

Claims against Other Sevan Debtors

46.

Class G1 — Credit Agreement Claims against Other Sevan Debtors

(a)

Classification : Class G1 consists of all Claims against Other Sevan Debtors arising under the Prepetition Sevan Credit Agreement.

(b)

Allowance : Class G1 Claims shall be Allowed in full.

(c)

Treatment : On the Effective Date, each holder of an Allowed Class G1 Claim shall receive its Pro Rata share of participation in the Amended Sevan Credit Facility entered into pursuant to the Amended Sevan Credit Agreement in a principal amount of its Allowed Class G1 Claim.

(d)

Voting : Class G1 is Impaired under the Plan. Therefore, holders of Allowed Claims in Class G1 are entitled to vote to accept or reject the Plan.

47.

Class G2 — General Unsecured Claims against Other Sevan Debtors

(a)

Classification : Class G2 consists of all General Unsecured Claims against Other Sevan Debtors.

(b)

Treatment : On the Effective Date, each holder of an Allowed General Unsecured Claim against an Other Sevan Debtor shall, at the election of the applicable Debtor, be (a) Reinstated or (b) paid in full in Cash.

(c)

Voting : Class G2 is Unimpaired under the Plan. Holders of Allowed General Unsecured Claims against Other Sevan Debtors are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

48.

Class G3 — Interests in Other Sevan Debtors

(a)

Classification : Class G3 consists of all Interests in Other Sevan Debtors.

(b)

Treatment : On the Effective Date, each Allowed Interest in an Other Sevan Debtor shall be Reinstated.

(c)

Voting : Class G3 is Unimpaired under the Plan. Holders of Interests in Other Sevan Debtors are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. Therefore, such holders are not entitled to vote to accept or reject the Plan.

C.	Special Provision Governing Unimpaired Claims

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ or the Reorganized Debtors’ rights regarding any Unimpaired Claim, including all rights regarding legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claim.

D.	Elimination of Vacant Classes

Any Class of Claims or Interests that does not have a holder of an Allowed Claim or Allowed Interest or a Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of the Confirmation Hearing shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code.

E.	Voting Classes; Presumed Acceptance by Non-Voting Classes

If a Class contains Claims eligible to vote and no holder of Claims eligible to vote in such Class votes to accept or reject the Plan, the Plan shall be presumed accepted by the holders of such Claims in such Class.

F.	Subordinated Claims

The allowance, classification, and treatment of all Allowed Claims and Interests and the respective distributions and treatments under the Plan take into account and conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Reorganized Debtors reserve the right to reclassify any Allowed Claim or Allowed Interest in accordance with any contractual, legal, or equitable subordination relating thereto.

G.	Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code

The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors reserve the right to modify the Plan in accordance with Article X of the Plan to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including by modifying the treatment applicable to a Class of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules.

H.	Amended Credit Facilities

Any holder of a Credit Agreement Claim receiving participation in a particular Amended Credit Facility on account of Claims in different Classes shall receive its full Pro Rata amount of such participation in the same Amended Credit Facility pursuant to the applicable Amended Credit Agreement, regardless of whether such recovery is from different Debtors.

I.	Unsecured Cash Out Facility Cash.

The Unsecured Cash Out Facility Cash shall be made available to Certified Non-Eligible Holders on the terms set forth in this Article III.B; provided that if the aggregate cash consideration to be paid to all Certified Non-Eligible Holders under this Article III.B would otherwise exceed $23 million, the cash consideration paid to all Certified Non-Eligible Holders shall be reduced on a Pro Rata basis (based on the aggregate amount of Allowed General Unsecured Claims held by all Certified Non-Eligible Holders) until the aggregate cash consideration paid to Certified Non-Eligible Holders equals $23 million.

J.	Certain Indenture Trustee Rights

Distributions under the Plan on account of Unsecured Note Claims shall be subject to the rights of the respective Indenture Trustees under the applicable indentures and bond agreements, including the rights of the Indenture Trustees to assert and exercise their charging liens. To allow the holders of Unsecured Note Claims to receive the full treatment set forth in this Plan without reduction by charging liens or Indenture Trustee Fees under the respective indentures or bond agreements, the Debtors or the Reorganized Debtors shall, on account of Unsecured Note Claims, pay to the Indenture Trustee under the applicable indenture or bond agreement, an amount in cash equal to the Indenture Trustee Fees owed to the respective Indenture Trustee that are incurred and invoiced as of the Effective Date, to the extent provided under the relevant indentures and bond agreements, which amounts shall be paid and deducted from the Unsecured Cash Pool such that, to the extent such Indenture Trustee Fees are paid on the Effective Date, the Indenture Trustees shall not withhold distributions in respect of the charging liens on account of such amounts; provided that nothing herein shall prevent the Indenture Trustees from exercising their respective charging liens over cash distributions for any other amounts, including fees and expenses that may be incurred or invoiced after the Effective Date and not reimbursed by the Debtors pursuant to the Plan.

K.	Right to Designate Non-Reorganizing Debtors

The Debtors shall have and maintain, with the consent of the Required Consenting Parties (such consent not to be unreasonably withheld) the right to, at any time prior to the Effective Date, designate any Debtor as a Non-Reorganizing Debtor by filing a notice of such designation on the docket of these Chapter 11 Cases, in which case such Debtor shall not be subject to or bound by this Plan and shall not be a Reorganized Debtor upon the occurrence of the Effective Date. Any such Debtor’s Chapter 11 Case shall continue after the Effective Date and Claims against or Interests in any such Debtor shall not be affected by the Plan, the Confirmation Order, or Consummation of the Plan. The Debtors shall consult with the Required Consenting Parties and the Committee prior to designating any Debtor as a Non-Reorganizing Debtor.

L.	Payments Pursuant to Cash Collateral Order

Pursuant to the critical and integrated global compromise on the Debtors’ consensual use of cash collateral, a result of good-faith, arm’s-length negotiations, nothing in this Plan shall affect the payment of postpetition interest or adequate protection payments made pursuant to the Cash Collateral Order, and any outstanding interest or other payments owed under the Cash Collateral Order as of the Effective Date shall be paid on the Effective Date.

ARTICLE IV

PROVISIONS FOR IMPLEMENTATION OF THE PLAN

A.	General Settlement of Claims and Interests

Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan, including resolution of intercompany liabilities, allocation of value among the Debtors, and treatment of holders of General Unsecured Claims against each of the Debtors. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Interests, and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and holders of Claims and Interests and is fair, equitable, and is within the range of reasonableness. Subject to Article VI of the Plan, all distributions made to holders of Allowed Claims and Interests in any Class are intended to be and shall be final.

B.	Restructuring Transactions

On or before the Effective Date, the Debtors or the Reorganized Debtors, as applicable, will, among other things, establish New Seadrill, New NADL, New Sevan, RigCo, NSNCo, and each NSN HoldCo in order to effectuate the Restructuring Transactions and will take any actions as may be necessary or advisable to effect a

corporate restructuring of their respective businesses or a corporate restructuring of the overall corporate structure of the Debtors, to the extent provided herein, the Description of Transaction Steps, or in the Definitive Documentation. The actions to implement the Restructuring Transactions may include: (a) the execution and delivery of appropriate agreements, including any Definitive Documentation, or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or other organizational documents pursuant to applicable law; and (d) all other actions that the applicable Reorganized Debtors determine to be necessary or advisable, including making filings or recordings that may be required by applicable law in connection with the Plan.

The Confirmation Order shall and shall be deemed to, pursuant to sections 1123 and 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including the Restructuring Transactions.

C.	Issuance and Distribution of New Seadrill Common Shares

The issuance of the New Shares shall be authorized without the need for any further corporate action and without any further action by the holders of any Claims or Interests.

On the Effective Date, applicable holders of Claims and Interests shall receive the New Seadrill Common Shares in exchange for their respective claims as set forth under Article III.B hereof.

On the Effective Date, New Seadrill will issue 25 percent of the New Seadrill Common Shares, plus any Excess New Seadrill Common Shares, subject to dilution by the Employee Incentive Plan and the Primary Structuring Fee, in exchange for $200 million in Cash on the terms set forth in the Investment Agreement and this Plan.

On the Effective Date, New Seadrill will issue 57.5 percent of the New Seadrill Common Shares to the purchasers of the New Secured Notes on a pro rata basis in accordance with the amount of New Secured Notes issued to such purchasers, subject to dilution by the Employee Incentive Plan and Primary Structuring Fee on the terms set forth in the Investment Agreement and this Plan.

On the Effective Date, New Seadrill will issue 5 percent of the New Seadrill Common Shares to Hemen on account of the Primary Structuring Fee, subject to dilution by the Employee Incentive Plan, and 0.5 percent of the New Seadrill Common Shares to the Select Commitment Parties on a pro rata basis in accordance with each Select Commitment Party’s respective equity commitment percentage, subject to dilution by the Employee Incentive Plan and the Primary Structuring Fee, in each case as set forth in the Investment Agreement.

All of the New Shares issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of the New Shares under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. For the avoidance of doubt, any claimant’s acceptance of New Seadrill Common Shares shall be deemed as its agreement to the New Organizational Documents, as the same may be amended or modified from time to time following the Effective Date in accordance with its terms.

On the Effective Date, the Debtors will pay the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement.

Consistent with the RSA, on the Confirmation Date or as soon as is reasonably practicable thereafter, the Commitment Parties shall provide to the Debtors a schedule of Unsecured Notes holdings, identifiable by CUSIP or similar unique identifier, specifying those (i) held as of September 12, 2017 (for the Initial Commitment Parties) or January 5, 2018 (for the New Commitment Parties) and still held, (ii) purchased after September 12, 2017 (for the Initial Commitment Parties) or January 5, 2018 (for the New Commitment Parties) and still held, (iii) held as of September 12, 2017 (for the Initial Commitment Parties) or January 5, 2018 (for the New Commitment Parties) and subsequently transferred to a third party, or (iv) purchased after September 12, 2017 (for the Initial Commitment Parties) or January 5, 2018 (for the New Commitment Parties) and subsequently transferred to a third party. For any Unsecured Notes held by a Commitment Party as of held as of September 12, 2017 (for the Initial Commitment Parties) or January 5, 2018 (for the New Commitment Parties) and subsequently transferred by a Commitment Party to a third party, the applicable Commitment Party shall provide to the Debtors the identity of such third party and an executed joinder in compliance with the RSA by no later than the 5 Business Days before the hearing to confirm the Amended Plan. The Debtors shall consult with the Committee and the Required Consenting Parties to ensure that holders of General Unsecured Claims participate in the Note Rights Offering and Equity Rights Offering in accordance with Article III of the Plan.

D.	Issuance and Distribution of New NADL Common Shares and New Sevan Common Shares

On or before the Effective Date, 100 percent of the New NADL Common Shares and 100 percent of the New Sevan Common Shares shall be issued to the Reorganized Debtors in accordance with the Description of Transaction Steps. For administrative convenience, the holders of Credit Agreement Claims against NADL and the Other NADL Debtors and Sevan and the Other Sevan Debtors have agreed to accept participation in the Amended NADL Credit Facility and Amended Sevan Credit Facility, as applicable, in lieu of any entitlement to receive the New NADL Common Shares and New Sevan Shares and consent to the issuance of such shares to the Reorganized Debtors in accordance with the Description of Transaction Steps.

E.	Issuance and Distribution of New Secured Notes

On the Effective Date, NSNCo will issue the New Secured Notes in exchange for $880 million in Cash, on the terms set forth in the Investment Agreement, New Secured Notes Indenture, and this Plan. Pursuant to the Investment Agreement, the applicable Commitment Parties have committed to purchase the full $880 million in principal amount of the New Secured Notes, subject to the terms and conditions set forth therein.

F.	Rights Offerings

On the Effective Date, the Debtors shall consummate the Equity Rights Offering and the Note Rights Offering in accordance with the Rights Offering Procedures. Holders of the Equity Rights shall receive the opportunity to purchase up to $48.1 million of the New Seadrill Common Shares in accordance with the Plan and Rights Offering Procedures. Holders of the Note Rights shall receive the opportunity to purchase up to $119.4 million in principal amount of the New Secured Notes in accordance with the Plan and Rights Offering Procedures.

G.	Amended SFL Charters

The Debtors or Reorganized Debtors, as applicable, shall enter into the Amended SFL Charters on or before the Effective Date, on the terms set forth in the RSA, and included in the Plan Supplement.

Confirmation shall be deemed approval of the Amended SFL Charters and related Amended Finance Documents (including the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred and fees paid by the Debtors or the Reorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Court previously, and the Debtors or the Reorganized Debtors are authorized to execute and deliver those documents necessary or appropriate to issue the applicable Amended Finance Documents without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the Debtors or Reorganized Debtors may deem necessary to consummate the Amended SFL Charters, other than modifications that deviate from the SFL Term Sheet, which modifications require the consent of the Required Consenting Parties and the Committee (such consent not to be unreasonably withheld).

H.	Amended Credit Agreements

The Debtors or Reorganized Debtors, as applicable, shall enter into the Amended Credit Facilities and Amended Finance Documents on or before the Effective Date, on the terms set forth in the RSA, and included in the Plan Supplement.

Confirmation shall be deemed approval of the Amended Credit Agreements and related Amended Finance Documents (including the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred and fees paid by the Debtors or the Reorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Court previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those documents necessary or appropriate to consummate the applicable Amended Finance Documents without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as may be agreed between the Debtors or Reorganized Debtors and the applicable Credit Facility Lenders.

Notwithstanding anything else contained herein, the Prepetition Credit Agreements and applicable Prepetition Finance Documents shall continue in full force and effect, except as amended and restated, supplemented, superseded, terminated or otherwise modified pursuant to, or in connection with, the Amended Finance Documents.

I.	Amended Guarantee Facility

The Debtors or Reorganized Debtors, as applicable, shall enter into the Amended Guarantee Facility and related Amended Finance Documents on or before the Effective Date, on the terms set forth in the RSA and included in the Plan Supplement.

Confirmation shall be deemed approval of the Amended Guarantee Facility (including the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred and fees paid by the Debtors or the Reorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Court previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those documents necessary or appropriate to issue the applicable Amended Finance Documents without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the Debtors or Reorganized Debtors may deem, with the consent of Danske, necessary to consummate the Amended Guarantee Facility.

J.	Newbuild Cash Settlement.

On the Effective Date, in further compromise and settlement of any Claims or controversies between the Debtors and the Newbuild Counterparties, the Newbuild Counterparties shall receive their allocated share of the Newbuild Cash Settlement as follows: $10 million to SHI and $7 million to DSME (irrespective of whether any of the Newbuild Counterparties transfer their Claims or Rights).

K.	Seadrill Partners Share Pledge

On or before the Effective Date, Seadrill Limited shall contribute or transfer all the ordinary shares that it holds in Seadrill Deepwater Drillship Ltd. (“ SDDL ”) to New Seadrill, or a wholly-owned subsidiary of Seadrill Limited or New Seadrill, with the consent of the collateral agent under the TLB Credit Agreement, pursuant to (and subject to obtaining the release of, as required) the existing Equitable Mortgage Over Shares, dated as of February 21, 2014 over such ordinary shares that Seadrill Limited holds in SDDL (the “ Existing Drillship Equitable Mortgage ”) and, on or before the Effective Date, New Seadrill or such wholly-owned subsidiary shall (i) execute a first ranking equitable mortgage over the ordinary shares that it holds in Seadrill Deepwater Drillship Ltd. in an identical form to the Existing Drillship Equitable Mortgage, with only amendments as required to reflect changes to parties or changes in law or such other technical changes as agreed between the borrowers and the collateral agent under the TLB Credit Agreement and entered into between the collateral agent and Seadrill Limited, and (ii) deliver any other documentation or take any action, in each case necessary for perfection of such mortgage.

L.	Corporate Action

Upon the Effective Date, all actions contemplated under the Plan and consistent with the RSA and Investment Agreement shall be deemed authorized and approved in all respects, including: (1) selection of the directors and officers for the Reorganized Debtors; (2) the distribution of the New Shares; (3) implementation of the Restructuring Transactions, including the Equity Rights Offering and Note Rights Offering pursuant to the Rights Offering Procedures; (4) entry into the Amended Finance Documents; (5) adoption of the Employee Incentive Plan; (6) issuance of the Equity Rights and Note Rights, as applicable, pursuant to the Rights Offering Procedures; (7) all other actions contemplated under the Plan (whether to occur before, on, or after the Effective Date); (8) adoption of the New Organizational Documents; (9) the rejection, assumption, or assumption and assignment, as applicable, of Executory Contracts and Unexpired Leases; and (10) all other acts or actions contemplated or reasonably necessary or appropriate to promptly consummate the Restructuring Transactions contemplated by the Plan (whether to occur before, on, or after the Effective Date). All matters provided for in the Plan involving the corporate structure of the Debtors or the Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized Debtor, as applicable, in connection with the Plan shall be deemed to have occurred and shall be in effect, without any requirement of further action by the security holders, directors, or officers of the Debtors or the Reorganized Debtors, as applicable. On or (as applicable) prior to the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable, shall be authorized and (as applicable) directed to issue, execute, and deliver the agreements, documents, securities, and instruments contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Reorganized Debtors, including the New Shares, the New Organizational Documents, the Amended Finance Documents, the Equity Rights Offering and Note Rights Offering (as applicable), and any and all other agreements, documents, securities, and instruments relating to the foregoing. The authorizations and approvals contemplated by this Article IV.L shall be effective notwithstanding any requirements under non-bankruptcy law.

M.	Corporate Existence

Except as otherwise provided in the Plan, each Debtor shall continue to exist after the Effective Date as a separate corporate entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and by-laws (or other formation documents) in effect prior to the Effective Date, except to the extent such certificate of incorporation and by-laws (or other formation documents) are amended under the Plan or otherwise, and to the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan and require no further action or approval (other than any requisite filings required under applicable law). For the avoidance of doubt, Reorganized Seadrill, Reorganized Sevan, and Reorganized NADL shall have no assets or operations (except as otherwise provided in the Plan or the Description of the Transaction Steps), and the Provisional Liquidators shall seek an entry of orders by the Bermuda Court in the Bermuda Dissolution Proceedings winding-up Reorganized Seadrill, Reorganized Sevan, and Reorganized NADL as soon as practicable following the Effective Date in accordance with the Description of the Transaction Steps.

N.	Vesting of Assets in the Reorganized Debtors

Except as otherwise provided in the Plan (including, for the avoidance of doubt, the Restructuring Transactions), or in any agreement, instrument, or other document incorporated in the Plan, on the Effective Date, all property in each Debtor’s Estate, all Causes of Action of the Debtors, and any property acquired by any of the Debtors under the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances. On and after the Effective Date, except as otherwise provided herein, each Reorganized Debtor may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

O.	Cancellation of Notes, Instruments, Certificates, and Other Documents

On the Effective Date, except as otherwise provided in the Plan, the Confirmation Order, any agreement, instrument or other document entered into in connection with or pursuant to the Plan or the Description of the Transaction Steps, all notes, instruments, Certificates, and other documents evidencing Claims or Interests, shall be cancelled and the obligations of the Debtors or the Reorganized Debtors thereunder or in any way related thereto shall be discharged; provided , however , that notwithstanding such cancellation and discharge, anything to the contrary contained in the Plan or Confirmation Order, or Confirmation or the occurrence of the Effective Date, any indenture, credit document or agreement and any other instrument, Certificate, agreement or other document that governs the rights, claims or remedies of the holder of a Claim or Interest shall continue in full force and effect solely for purposes of: (a) allowing holders of Allowed Claims to receive distributions under the Plan; (b) allowing and preserving the rights of the Servicers, as applicable, to make distributions on account of Allowed Claims as provided herein; (c) allowing each of the Indenture Trustees to make distributions to holders of Unsecured Note Claims, pursuant to the respective indenture or bond agreement under which the Indenture Trustee serves; (d) preserving each of the Indenture Trustee’s rights to compensation and indemnification under each of the applicable indentures or bond agreements as against any money or property distributable or allocable to holders of Unsecured Note Claims, including, without limitation, the Indenture Trustees’ rights to maintain, enforce, and exercise their respective charging liens against such money or property; (e) permitting each of the Indenture Trustees to enforce any right or obligation owed to them under the Plan; permitting each of the Indenture Trustees to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other court; (f) allowing and preserving the rights of the Servicers and their agents to receive and/or make distributions on account of Allowed Claims as provided herein and the Confirmation Order, to take any actions to perform their obligations (if any) under the Plan and Confirmation Order, and to enforce their rights and the rights of the holders of Claims or beneficial holders under the applicable instruments, documents and agreements; (g) preserving all rights, remedies, indemnities, powers, and protections of the Servicers as against any person or entity other than the Debtors, and any money or property distributable to the holders of Claims or beneficial holders under the relevant instrument (including any rights to priority of payment) and any exculpations of any Servicer (which rights, remedies, indemnities, powers and protections against all persons and entities other than the Debtors and against such distributable money or property and which exculpations shall survive and remain in full force and effect, and not be released, discharged or affected in any way by the terms of the Plan or the Confirmation Order); (h) allowing the Servicers to appear and be heard in the Chapter 11 Cases, or in any proceeding in the Bankruptcy Court or any other court; and (i) permitting any Servicer to enforce any obligation owed to it under the Plan. On the Effective Date, each of the Indenture Trustees shall be discharged and shall have no further obligation or liability except as expressly provided in the Plan or Confirmation Order.

P.	New Organizational Documents

To the extent required under the Plan or applicable non-bankruptcy law, on or as soon as reasonably practicable after the Effective Date, except as otherwise provided in the Plan or the Description of the Transaction Steps, the Reorganized Debtors will file the New Organizational Documents with the applicable Secretary of State and/or other applicable authorities in the state, province, or country of incorporation in accordance with the applicable corporate laws of the respective state, province, or country of incorporation. Pursuant to section 1123(a)(6) of the Bankruptcy Code, the New Organizational Documents will prohibit the issuance of non-voting equity securities. After the Effective Date, Reorganized Debtors may amend and restate New Organizational Documents, and the Reorganized Debtors may file their respective certificates or articles of incorporation, bylaws, or such other applicable formation documents, and other constituent documents as permitted by the laws of the respective states, provinces, or countries of incorporation and the New Organizational Documents, the Amended Credit Agreements, and the Amended Finance Documents (as well as any Prepetition Finance Documents that continue in force after the Effective Date in accordance with this Article IV.H ).

Q.	Effectuating Documents; Further Transactions

On and after the Effective Date, the Reorganized Debtors, and the officers and members of the boards of directors and managers thereof, are authorized to and may issue, execute, deliver, file, or record such contracts, Securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, the RSA, the

Investment Agreement, the Amended Finance Documents, and the Securities issued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorizations, or consents except for those expressly required under the Plan.

R.	Certain Securities Law Matters

The offering, issuance, and distribution of the New Seadrill Common Shares pursuant to the Equity Recovery and the Unsecured Pool Equity, as contemplated by Article III.B hereof, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of Securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code. Such New Seadrill Common Shares will be freely tradable in the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents.

Each of (1) the Note Rights, the New Secured Notes, and the New Seadrill Common Shares issued in the Note Rights Offering or to the applicable Commitment Parties, and (2) the New Seadrill Common Shares issued to the Commitment Parties on account of the structuring fees set forth in the Investment Agreement will be issued without registration in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act, Regulation D and/or Regulation S, and similar registration exemptions applicable outside of the United States. The Equity Rights and the New Seadrill Common Shares issued in the Equity Rights Offering will be issued without registration in reliance upon the exemption set forth in Section 1145 of the Bankruptcy Code. Any securities issued in reliance on Section 4(a)(2), including in compliance with Rule 506 of Regulation D, and/or Regulation S will be “restricted securities” subject to resale restrictions and may be resold, exchanged, assigned or otherwise transferred only pursuant to registration, or an applicable exemption from registration under the Securities Act and other applicable law. Any securities issued in reliance on section 1145 of the Bankruptcy Code will be freely tradable in the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents.

S.	Section 1146(a) Exemption

To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfers (whether from a Debtor to a Reorganized Debtor or to any other Person) of property under the Plan or pursuant to: (a) the issuance, distribution, transfer, or exchange of any debt, equity security, or other interest in the Debtors or the Reorganized Debtors; (b) the Restructuring Transactions; (c) the creation, modification, consolidation, termination, refinancing, and/or recording of any mortgage, deed of trust, or other security interest, or the securing of additional indebtedness by such or other means; (d) the making, assignment, or recording of any lease or sublease; (e) the grant of collateral as security for any or all of the Amended Credit Facilities, Amended SFL Charters, and New Secured Notes; or (f) the making, delivery, or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments, or other instrument of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental assessment, and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forego the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax, recordation fee, or governmental assessment. All filing or recording officers (or any other Person with authority over any of the foregoing), wherever located and by whomever appointed, shall comply with the requirements of section 1146(c) of the Bankruptcy Code, shall forego the collection of any such tax or governmental assessment, and shall accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

T.	Employee Incentive Plan

The entry of the Confirmation Order shall constitute approval of the Employee Incentive Plan and the authorization for the New Seadrill Board to adopt such plan.

U.	Employee Matters

Unless otherwise provided herein or otherwise amended or modified as set forth in the Assumed Executory Contract and Unexpired Lease List, all employee wages, compensation, and benefit programs in place as of the Effective Date with the Debtors shall be assumed by the Reorganized Debtors and shall remain in place as of the Effective Date, and the Reorganized Debtors will continue to honor such agreements, arrangements, programs, and plans. Notwithstanding the foregoing, pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (as such term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable law.

V.	Preservation of Rights of Action

In accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue any and all Causes of Action of the Debtors, whether arising before or after the Petition Date, including any actions specifically enumerated in the Plan Supplement, and the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than the following: (a) the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan, including in Article VIII of the Plan, which shall be deemed released and waived by the Debtors and Reorganized Debtors as of the Effective Date; and (b) all Causes of Action that arise under sections 544, 547, 548, and 549 of the Bankruptcy Code and state fraudulent-conveyance law.

The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors. No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against it as any indication that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action of the Debtors against it. Except as specifically released under the Plan or pursuant to a Final Order, the Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity. Unless any Causes of Action of the Debtors against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or pursuant to a Final Order, the Reorganized Debtors expressly reserve all such Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation.

The Reorganized Debtors reserve and shall retain the Causes of Action of the Debtors notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold against any Entity shall vest in the Reorganized Debtors. The Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to do any of the foregoing, without the consent or approval of any third party or any further notice to or action, order, or approval of the Bankruptcy Court.

ARTICLE V

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A.	Assumption and Rejection of Executory Contracts and Unexpired Leases

On the Effective Date, except as otherwise provided herein, each Executory Contract and Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) shall be assumed and assigned to the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365

and 1123 of the Bankruptcy Code, other than: (1) those that are identified on the Rejected Executory Contract and Unexpired Lease List; (2) those that have been previously rejected by a Final Order; (3) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld).

Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order approving the assumptions and assumptions and assignments of the Executory Contracts and Unexpired Leases as set forth in the Plan and the Assumed Executory Contract and Unexpired Lease List and the rejections of the Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease List, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after the Effective Date.

To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto.

B.	Indemnification Obligations

All indemnification provisions currently in place (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts, or otherwise) as of the Petition Date for the current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors, as applicable, shall, to the greatest extent permitted by applicable law, be reinstated and remain intact, irrevocable, and shall survive the Effective Date on terms no less favorable to such current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors than the indemnification provisions in place prior to the Effective Date.

C.	Claims Based on Rejection of Executory Contracts or Unexpired Leases

Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to the Plan or the Confirmation Order, if any, must be Filed with the Bankruptcy Court within 30 days after the later of (1) the Claims Bar Date or (2) entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not Filed with the Bankruptcy Court within such time will be automatically disallowed, forever barred from assertion, and shall not be enforceable against the Debtors or the Reorganized Debtors, the Estates, or their property without the need for any objection by the Reorganized Debtors or further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully satisfied, released, and discharged,

notwithstanding anything in the Schedules or a Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and shall be treated in accordance with Article III hereof.

D.	Cure of Defaults for Executory Contracts and Unexpired Leases Assumed

Any monetary defaults under each Executory Contract and Unexpired Lease to be assumed pursuant to the Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount in Cash on the Effective Date, subject to the limitation described below, or on such other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. In the event of a dispute regarding (1) the amount of any payments to cure such a default, (2) the ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or (3) any other matter pertaining to assumption, the cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order or orders resolving the dispute and approving the assumption. At least twenty-one days prior to the Confirmation Hearing, the Debtors shall provide for notices of proposed assumption and proposed cure amounts to be sent to applicable third parties and for procedures for objecting thereto and resolution of disputes by the Bankruptcy Court. Any objection by a counterparty to an Executory Contract or Unexpired Lease to a proposed assumption or related cure amount must be Filed, served, and actually received by the Debtors at least seven days prior to the Confirmation Hearing. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or cure amount will be deemed to have assented to such assumption or cure amount.

Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at any time prior to the effective date of assumption. Any Proofs of Claim Filed with respect to an Executory Contract or Unexpired Lease that has been assumed shall be deemed disallowed and expunged, without further notice to or action, order, or approval of the Bankruptcy Court.

E.	Preexisting Obligations to the Debtors under Executory Contracts and Unexpired Leases

Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall not constitute a termination of preexisting obligations owed to the Debtors or the Reorganized Debtors, as applicable, under such Executory Contracts or Unexpired Leases. In particular, notwithstanding any non-bankruptcy law to the contrary, the Reorganized Debtors expressly reserve and do not waive any right to receive, or any continuing obligation of a counterparty to provide, warranties or continued maintenance obligations on goods previously purchased by the Debtors contracting from non-Debtor counterparties to rejected Executory Contracts or Unexpired Leases.

F.	Insurance Policies

Each of the Debtors’ insurance policies and any agreements, documents, or instruments relating thereto, are treated as Executory Contracts under the Plan. Unless otherwise provided in the Plan, on the Effective Date, (1) the Debtors shall be deemed to have assumed all insurance policies and any agreements, documents, and instruments relating to coverage of all insured Claims, and (2) such insurance policies and any agreements, documents, or instruments relating thereto shall revest in the Reorganized Debtors.

G.	Modifications, Amendments, Supplements, Restatements, or Other Agreements

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and all Executory Contracts and Unexpired Leases related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under the Plan.

Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith.

H.	Reservation of Rights

Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the Schedule of Rejected Executory Contract and Unexpired Leases, nor anything contained in the Plan, shall constitute an admission by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any of the Reorganized Debtors has any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors, subject to any consent rights of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicable, shall have 30 days following entry of a Final Order resolving such dispute to alter its treatment of such contract or lease under the Plan.

I.	Nonoccurrence of Effective Date

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code.

J.	Contracts and Leases Entered into after the Petition Date

Notwithstanding anything contained herein (including any release, discharge, exculpation or injunction provisions) or the Confirmation Order, contracts, agreements, instruments, Certificates, leases and other documents entered into after the Petition Date by any Debtor, including any Executory Contracts and Unexpired Leases assumed by such Debtor, will be performed by the applicable Debtor or the Reorganized Debtors liable thereunder in the ordinary course of their business. Accordingly, such contracts, agreements, instruments, Certificates, leases and other documents (including any assumed Executory Contracts and Unexpired Leases) will survive and remain unaffected by the Plan (including the release, discharge, exculpation and injunction provisions), the entry of the Confirmation Order and any other Definitive Documentation.

ARTICLE VI

PROVISIONS GOVERNING DISTRIBUTIONS

A.	Distributions on Account of Claims and Interests Allowed as of the Effective Date

Except as, (i) otherwise provided herein, (ii) upon a Final Order, or (iii) as otherwise agreed to by the Debtors or the Reorganized Debtors, as the case may be, and the holder of the applicable Claim or Interest, on the Effective Date or as reasonably practicable thereafter, the Distribution Agent shall make initial distributions under the Plan on account of Claims and Interests Allowed on or before the Effective Date, subject to the Reorganized Debtors’ right to object to Claims and Interests; provided , however , that (1) Allowed Administrative Claims with respect to liabilities incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases or assumed by the Debtors prior to the Effective Date shall be paid or performed in the ordinary course of business in accordance with the terms and conditions of any controlling agreements, course of dealing, course of business, or industry practice and (2) Allowed Priority Tax Claims shall be paid in accordance with Article II.C of the Plan. To the extent any Allowed Priority Tax Claim is not due and owing on the Effective Date, such Claim shall be paid in full in Cash in accordance with the terms of any agreement between the Debtors and the holder of such Claim or as may be due and payable under applicable non-bankruptcy law or in the ordinary course of business. A Distribution Date shall occur no less frequently than once in every 30-day period after the Effective Date, as necessary, in the Reorganized Debtors’ sole discretion.

B.	Rights and Powers of Distribution Agent

Powers of the Distribution Agent

The Distribution Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under the Plan; (b) make all distributions contemplated hereby; (c) employ professionals to represent it with respect to its responsibilities; and (d) exercise such other powers as may be vested in the Distribution Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Distribution Agent to be necessary and proper to implement the provisions hereof.

Expenses Incurred on or after the Effective Date

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and expenses incurred by the Distribution Agent on or after the Effective Date (including taxes) and any reasonable compensation and expense reimbursement claims (including reasonable attorney fees and expenses) made by the Distribution Agent shall be paid in Cash by the Reorganized Debtors.

C.	Special Rules for Distributions to Holders of Disputed Claims and Interests

Notwithstanding any provision otherwise in the Plan and except as otherwise agreed by the relevant parties, unless as otherwise agreed to by the Debtors or set forth in an order of the Bankruptcy Court: (a) no partial payments and no partial distributions shall be made with respect to a Disputed Claim or Interest until all such disputes in connection with such Disputed Claim or Interest have been resolved by settlement or Final Order; provided , however, that if a portion of a Claim is not Disputed, the Distribution Agent may make a partial distribution based on such portion of such Claim that is not Disputed; and (b) any Entity that holds both an Allowed Claim or Interest and a Disputed Claim or Interest shall not receive any distribution on the Allowed Claim or Interest unless and until all objections to the Disputed Claim or Interest have been resolved by settlement or Final Order or the Claims or Interests have been Allowed or expunged. Any dividends or other distributions arising from property distributed to holders of Allowed Claims or Interests, as applicable, in a Class and paid to such holders under the Plan shall also be paid, in the applicable amounts, to any holder of a Disputed Claim or Interest, as applicable, in such Class that becomes an Allowed Claim or Interest after the date or dates that such dividends or other distributions were earlier paid to holders of Allowed Claims or Interests in such Class.

D.	Delivery of Distributions

The Distribution Agent shall make all distributions required under the Plan, except that distributions to holders of Allowed Claims or Interests governed by a separate agreement and administered by a Servicer, including an Indenture Trustee, shall be deposited with the appropriate Servicer, including an Indenture Trustee, at which time such distributions shall be deemed complete, and the Servicer, including an Indenture Trustee, shall deliver such distributions in accordance with the Plan and the terms of the governing agreement; provided , however, that a Servicer shall not be responsible for determining or verifying the amount or accuracy of the distributions deposited with a Servicer. Notwithstanding any provision of the Plan to the contrary, distributions to holders of Unsecured Note Claims shall be made to or at the direction of each of the applicable Indenture Trustees for distribution under the applicable indentures and bond agreements. The Indenture Trustees may transfer or direct the transfer of such distributions directly through the facilities of the applicable securities depository and clearing house, and will be entitled to recognize and deal with, for all purposed under the Plan, holders of Unsecured Note Claims as is consistent with the ordinary practices of the applicable depositories. Such distributions shall be subject to the right of each of the Indenture Trustees under the applicable indenture or bond agreements, including their rights to assert and exercise charging liens against such distributions. Notwithstanding any provision of the Plan to the contrary, (a) all distributions on account of Credit Agreement Claims shall be made by the entry into effect of the Amended Credit Agreements in accordance with the applicable amendment and restatement agreements and Article IV.H of the Plan, and (b) all distributions on account of Guarantee Facility Claims shall be made by the entry into effect of the Amended Guarantee Facility in accordance with its terms (or the terms of any applicable amendment and restatement agreement) and Article IV.I of the Plan.

Except as otherwise provided herein (including, for the avoidance of doubt, as set forth in the foregoing paragraph with respect to distributions to holders of Unsecured Note Claims. holders of Credit Agreement Claims, and holders of Guarantee Facility Claims), and notwithstanding any authority to the contrary, distributions to holders of Allowed Claims, including Claims that become Allowed after the Effective Date, shall be made to holders of record as of the Effective Date by the Distribution Agent or a Servicer, as appropriate: (1) to the address of such holder as set forth in the books and records of the applicable Debtor (or if the Debtors have been notified in writing, on or before the date that is 10 days before the Effective Date, of a change of address, to the changed address) or the books and records of the applicable Servicer; (2) in accordance with Federal Rule of Civil Procedure 4, as modified and made applicable by Bankruptcy Rule 7004, if no address exists in the Debtors books and records, no Proof of Claim has been Filed and the Distribution Agent has not received a written notice of address or change of address on or before the date that is 10 days before the Effective Date; or (3) on any counsel that has appeared in the Chapter 11 Cases on the holder’s behalf. Notwithstanding anything to the contrary in the Plan, including this Article VI.D of the Plan, the Debtors, the Reorganized Debtors, the Distribution Agent, and any Servicer, as applicable, shall not incur any liability whatsoever on account of any distributions under the Plan.

Accrual of Dividends and Other Rights

For purposes of determining the accrual of distributions or other rights after the Effective Date, the New Seadrill Common Shares shall be deemed distributed as of the Effective Date regardless of the date on which they are actually issued, dated, authenticated, or distributed; provided , however , the Reorganized Debtors shall not pay any such distributions or distribute such other rights, if any, until after distributions of the New Seadrill Common Shares actually take place.

Compliance Matters

In connection with the Plan, to the extent applicable, the Reorganized Debtors and the Distribution Agent shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, the Reorganized Debtors and the Distribution Agent shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, or establishing any other mechanisms they believe are reasonable and appropriate. The Reorganized Debtors reserve the right to allocate all distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support, and other spousal awards, liens, and encumbrances.

Foreign Currency Exchange Rate

Except as otherwise provided in a Bankruptcy Court order, as of the Effective Date, any Claim asserted in currency other than U.S. dollars shall be automatically deemed converted to the equivalent U.S. dollar value using the exchange rate for the applicable currency as published in The Wall Street Journal, National Edition, on the Petition Date.

Fractional, Undeliverable, and Unclaimed Distributions

(a)

Fractional Distributions . Whenever any distribution of fractional shares or units of the New Seadrill Common Shares would otherwise be required pursuant to the Plan, the actual distribution shall reflect a rounding of such fraction to the nearest share (up or down), with half shares or less being rounded down. Whenever any payment of Cash of a fraction of a dollar pursuant to the Plan would otherwise be required, the actual payment shall reflect a rounding of such fraction to the nearest whole dollar (up or down), with half dollars or less being rounded down.

(b)

Undeliverable Distributions . If any distribution to a holder of an Allowed Claim or Interest is returned to the Distribution Agent as undeliverable, no further distributions

shall be made to such holder unless and until the Distribution Agent is notified in writing of such holder’s then-current address or other necessary information for delivery, at which time all currently due missed distributions shall be made to such holder on the next Distribution Date. Undeliverable distributions shall remain in the possession of the Reorganized Debtors until such time as a distribution becomes deliverable, or such distribution reverts to the Reorganized Debtors or is cancelled pursuant to Article VI.D.(c) of the Plan, and shall not be supplemented with any interest, dividends, or other accruals of any kind.

(c)

Reversion . Any distribution under the Plan that is an Unclaimed Distribution for a period of six months after distribution shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code and such Unclaimed Distribution shall revest in the applicable Reorganized Debtor and, to the extent such Unclaimed Distribution is New Seadrill Common Shares, shall be deemed cancelled. Upon such revesting, the Claim or Interest of any holder or its successors with respect to such property shall be cancelled, discharged, and forever barred notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws, or any provisions in any document governing the distribution that is an Unclaimed Distribution, to the contrary.

Surrender of Cancelled Instruments or Securities

On the Effective Date, each holder of a Certificate shall be deemed to have surrendered such Certificate to the Distribution Agent or a Servicer (to the extent the relevant Claim or Interest is governed by an agreement and administered by a Servicer). Such Certificate shall be cancelled solely with respect to the Debtors (other than any Certificate that survives and is not cancelled pursuant to the Plan, including Article IV.O ), and such cancellation shall not alter the obligations or rights of any non-Debtor third parties vis-à-vis one another with respect to such Certificate. Notwithstanding the foregoing paragraph, this Article VI shall not apply to any Claims and Interests Reinstated pursuant to the terms of the Plan.

E.	Claims Paid or Payable by Third Parties

Claims Paid by Third Parties

A Claim shall be reduced in full, and such Claim shall be disallowed without an objection to such Claim having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the holder of such Claim receives payment in full on account of such Claim from a party that is not a Debtor or Reorganized Debtor. To the extent a holder of a Claim receives a distribution on account of such Claim and receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such holder shall repay, return or deliver any distribution held by or transferred to the holder to the applicable Reorganized Debtor to the extent the holder’s total recovery on account of such Claim from the third party and under the Plan exceeds the amount of such Claim as of the date of any such distribution under the Plan; provided that the foregoing shall not prejudice such third party’s rights (including, for the avoidance of doubt, subrogation rights) with respect to the Debtors and the Reorganized Debtors.

Claims Payable by Insurance Carriers

No distributions under the Plan shall be made on account of an Allowed Claim that is payable pursuant to one of the Debtors’ insurance policies until the holder of such Allowed Claim has exhausted all remedies with respect to such insurance policy. To the extent that one or more of the Debtors’ insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by a court of competent jurisdiction), then immediately upon such insurers’ agreement, such Claim may be expunged to the extent of any agreed upon satisfaction on the Claims Register by the Notice and Claims Agent without a Claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court.

Applicability of Insurance Policies

Except as otherwise provided herein, distributions to holders of Allowed Claims shall be in accordance with the provisions of an applicable insurance policy. Nothing contained in the Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity, including insurers under any policies of insurance, nor shall anything contained herein constitute or be deemed a waiver by such insurers of any defenses, including coverage defenses, held by such insurers.

F.	Setoffs

Except as otherwise expressly provided for herein, each Reorganized Debtor, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed to by the holder of a Claim, may set off against any Allowed Claim and the distributions to be made pursuant to the Plan on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any claims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the holder of such Allowed Claim, to the extent such claims, rights, or Causes of Action against such holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided , however , that neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such Reorganized Debtor of any such claims, rights, and Causes of Action that such Reorganized Debtor may possess against such holder; provided , further , that such holder may contest any such set off by a Reorganized Debtor in the Bankruptcy Court or any other court of competent jurisdiction. For the avoidance of doubt, any such right of set off may be preserved by Filing a Proof of Claim related to such right of set off prior to the Claims Bar Date.

G.	Allocation between Principal and Accrued Interest

Except as otherwise provided herein, the aggregate consideration paid to holders with respect to their Allowed Claims shall be treated pursuant to the Plan as allocated first to the principal amount of such Allowed Claims (to the extent thereof) and, thereafter, to the interest, if any, on such Allowed Claim accrued through the Effective Date.

H.	Minimum Distributions

Holders of Allowed Claims entitled to distributions of $50 or less shall not receive distributions, and each Claim to which this limitation applies shall be discharged pursuant to Article VIII of the Plan and its holder shall be forever barred pursuant to Article VIII of the Plan from asserting that Claim against the Reorganized Debtors or their property.

ARTICLE VII

PROCEDURES FOR RESOLVING DISPUTED CLAIMS

A.	Disputed Claims Process

Except as otherwise provided herein, if a party Files a Proof of Claim and the Debtors or the Reorganized Debtors, as applicable, do not determine, and without the need for notice to or action, order, or approval of the Bankruptcy Court, that the Claim subject to such Proof of Claim is Allowed, such Claim shall be Disputed unless Allowed or disallowed by a Final Order or as otherwise set forth in this Article VII of the Plan. For the avoidance of doubt, there is no requirement to File a Proof of Claim (or move the Bankruptcy Court for allowance) to be an Allowed Claim under the Plan. Except as otherwise provided herein, all Proofs of Claim Filed after the Claims Bar Date shall be disallowed and forever barred, estopped, and enjoined from assertion, and shall not be enforceable against any Reorganized Debtor, without the need for any objection by the Reorganized Debtors or any further notice to or action, order, or approval of the Bankruptcy Court. On or after the Effective Date, a Claim may not be Filed or amended without the prior authorization of the Bankruptcy Court or the Reorganized Debtors, and any such new or amended Claim Filed shall be deemed disallowed in full and expunged without any further action, order, or approval of the Bankruptcy Court.

B.	Disputed and Contingent Claims Reserve

On the Effective Date, in consultation with the Required Commitment Parties and the Committee, the Debtors or Reorganized Debtors, as applicable, may establish one or more reserves for alleged General Unsecured Claims that are contingent or have not yet been Allowed, in an estimated amount or amounts as reasonably determined by the applicable Debtors in their discretion, consisting of Unsecured Pool Equity and Unsecured Pool Recovery Cash in the same proportions and amounts as provided for in the Plan.

C.	Claims Administration Responsibilities

Except as otherwise specifically provided in the Plan, after the Effective Date, the Reorganized Debtors shall have the sole authority: (1) to File, withdraw, or litigate to judgment, objections to Claims or Interests; (2) to settle or compromise any Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court; and (3) to administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order, or approval by the Bankruptcy Court. For the avoidance of doubt, except as otherwise provided herein, from and after the Effective Date, each Reorganized Debtor shall have and retain any and all rights and defenses such Debtor had immediately prior to the Effective Date with respect to any Disputed Claim, including the Causes of Action retained pursuant to Article IV.V of the Plan.

D.	Estimation of Claims

Before or after the Effective Date, the Debtors or the Reorganized Debtors may at any time request that the Bankruptcy Court estimate any Disputed Claim that is contingent or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim, including during the litigation of any objection to any Claim or during the appeal relating to such objection. In the event that the Bankruptcy Court estimates any Disputed, contingent, or unliquidated Claim that estimated amount shall constitute a maximum limitation on such Claim for all purposes under the Plan (including for purposes of distributions), and the Debtors or the Reorganized Debtors, as applicable, may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim. Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any holder of a Claim that has been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such estimation unless such holder has Filed a motion requesting the right to seek such reconsideration on or before 21 days after the date on which such Claim is estimated. All of the aforementioned Claims and objection, estimation, and resolution procedures are cumulative and not exclusive of one another. Claims may be estimated and subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy Court.

E.	Time to File Objections to Claims.

Any objections to Claims shall be Filed on or before the later of (1) 180 days after the Effective Date and (2) such other period of limitation as may be specifically fixed by the Debtors or the Reorganized Debtors, as applicable, or by a Final Order of the Bankruptcy Court for objecting to such claims. For the avoidance of doubt, the Bankruptcy Court may extend the time period to object to Claims set forth in this paragraph at any time, including before or after the expiration of 180 days after the Effective Date, in its discretion or upon request by the Debtors or any party in interest.

F.	Adjustment to Claims without Objection

Any duplicate Claim or Interest or any Claim or Interest that has been paid, satisfied, amended, or superseded may be adjusted or expunged on the Claims Register at the direction of the Reorganized Debtors without the Reorganized Debtors having to File an application, motion, complaint, objection, or any other legal proceeding seeking to object to such Claim or Interest and without any further notice to or action, order, or approval of the Bankruptcy Court.

G.	No Interest

Unless otherwise specifically provided for herein or by order of the Bankruptcy Court, postpetition interest shall not accrue or be paid on Claims, and no holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim or right. Additionally, and without limiting the foregoing, interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Effective Date to the date a final distribution is made on account of such Disputed Claim, if and when such Disputed Claim becomes an Allowed Claim.

H.	Disallowance of Claims and Interests

All Claims and Interests of any Entity from which property is sought by the Debtors under sections 542, 543, 550, or 553 of the Bankruptcy Code or that the Debtors or the Reorganized Debtors allege is a transferee of a transfer that is avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code shall be disallowed if: (a) the Entity, on the one hand, and the Debtors or the Reorganized Debtors, as applicable, on the other hand, agree or the Bankruptcy Court has determined by Final Order that such Entity or transferee is liable to turn over any property or monies under any of the aforementioned sections of the Bankruptcy Code; and (b) such Entity or transferee has failed to turn over such property by the date set forth in such agreement or Final Order

I.	Single Satisfaction Rule

Holders of Allowed Claims may assert such Claims against each Debtor obligated with respect to such Claims, and such Claims shall be entitled to share in the recovery provided for the applicable Class of Claims against each obligated Debtor based upon the full Allowed amount of such Claims. Notwithstanding the foregoing, in no case shall the aggregate value of all property received or retained under the Plan on account of any Allowed Claim exceed 100 percent of the underlying Allowed Claim plus applicable interest, if any.

ARTICLE VIII

EFFECT OF CONFIRMATION OF THE PLAN

A.	Discharge of Claims and Termination of Interests

Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or in any contract, instrument, or other agreement or document created pursuant to the Plan, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims (including any Intercompany Claims resolved or compromised after the Effective Date by the Reorganized Debtors), Interests, and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services performed by employees of the Debtors prior to the Effective Date and that arise from a termination of employment, any contingent or non-contingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (a) a Proof of Claim based upon such debt or right is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (c) the holder of such a Claim or Interest has accepted the Plan. The Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the occurrence of the Effective Date.

B.	Releases by the Debtors

Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, each Released Party is deemed released and discharged by the Debtors, the Reorganized Debtors, and their Estates from any and all Causes of Action, including any derivative claims

asserted on behalf of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim against, or Interest in, a Debtor or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Seadrill Entities’ in- or out-of-court restructuring efforts, intercompany transactions between or among the Seadrill Consolidated Group or between the Seadrill Consolidated Group and the Non-Consolidated Entities, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the RSA, the Disclosure Statement, the Investment Agreement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the RSA, the Disclosure Statement, or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

C.	Releases by Holders of Claims and Interests

As of the Effective Date, each Releasing Party is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Causes of Action, whether known or unknown, including any derivative claims asserted on behalf of the Debtors, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Seadrill Entities’ in- or out-of-court restructuring efforts, intercompany transactions between or among the Seadrill Consolidated Group or between the Seadrill Consolidated Group and the Non-Consolidated Entities, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the RSA, the Disclosure Statement, the Investment Agreement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the RSA, the Disclosure Statement, the Investment Agreement, or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

D.	Exculpation

Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur, and each Exculpated Party is released and exculpated from any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the RSA and related prepetition transactions, the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, except for claims related to any act or omission that is determined in a final order to have constituted actual fraud or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon completion of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan.

E.	Injunction

Except as otherwise expressly provided in the Plan or for obligations issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities who have held, hold, or may hold claims or interests that have been released, discharged, or are subject to exculpation are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties: (a) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such claims or interests; (b) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such claims or interests; (c) creating, perfecting, or enforcing any encumbrance of any kind against such Entities or the property or the estates of such Entities on account of or in connection with or with respect to any such claims or interests; (d) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such claims or interests unless such holder has Filed a motion requesting the right to perform such setoff on or before the Effective Date, and notwithstanding an indication of a claim or interest or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and (e) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such claims or interests released or settled pursuant to the Plan.

F.	Protection against Discriminatory Treatment

In accordance with section 525 of the Bankruptcy Code, and consistent with paragraph 2 of Article VI of the United States Constitution, no Governmental Unit shall discriminate against any Reorganized Debtor, or any Entity with which a Reorganized Debtor has been or is associated, solely because such Reorganized Debtor was a Debtor under chapter 11, may have been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before such Debtor was granted or denied a discharge), or has not paid a debt that is dischargeable in the Chapter 11 Cases.

G.	Recoupment

In no event shall any holder of Claims or Interests be entitled to recoup any Claim or Interest against any claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless such holder actually has performed such recoupment and provided notice thereof in writing to the Debtors on or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or Interest or otherwise that such holder asserts, has, or intends to preserve any right of recoupment.

H.	Document Retention

On and after the Effective Date, the Reorganized Debtors may maintain documents in accordance with their standard document retention policy, as may be altered, amended, modified, or supplemented by the Reorganized Debtors.

I.	Reimbursement or Contribution

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the time of allowance or disallowance, such Claim shall be forever disallowed and expunged notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the Confirmation Date: (1) such Claim has been adjudicated as non-contingent; or (2) the relevant holder of a Claim has Filed a Proof of Claim on account of such Claim and a Final Order has been entered prior to the Confirmation Date determining such Claim as no longer contingent.

J.	Release of Liens

Except (1) with respect to the Liens securing Other Secured Claims (depending on the treatment of such Claims), (2) with respect to any Liens securing Credit Agreement Claims that continue in force after the Effective Date in accordance with Article IV.H of this Plan, or (3) as otherwise provided herein or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, including for the avoidance of doubt, the Amended Finance Documents, on the Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released and discharged, and the holders of such mortgages, deeds of trust, Liens, pledges, or other security interests shall execute such documents as may be reasonably requested by the Debtors or the Reorganized Debtors, as applicable, to reflect or effectuate such releases, and all of the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtors and their successors and assigns.

ARTICLE IX

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

A.	Conditions Precedent to the Effective Date .

It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B of the Plan:

the RSA and Investment Agreement shall not have been terminated and shall remain in full force and effect;

entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect;

entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date);

issuance of the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date);

the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA;

the establishment and funding of the Professional Fee Escrow Account;

payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date;

payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date;

payment of the reasonable and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash;

10.

payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI);

11.

payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement;

12.

all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, to the extent required; and

13.

entry of an order in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order.

B.	Waiver of Conditions Precedent

The Debtors, with the prior written consent of the Required Consenting Parties and the Committee (such consent not to be unreasonably withheld), may waive any of the conditions to the Effective Date set forth in Article IX.A of the Plan at any time or as otherwise provided in the RSA or Investment Agreement, without any notice to any other parties in interest and without any further notice to or action, order, or approval of the Bankruptcy Court, and without any formal action other than proceeding to confirm and consummate the Plan; provided that Article IX.A.10 of the Plan shall not be waivable without the consent of each of the Newbuild Counterparties. The failure of the Debtors or Reorganized Debtors, as applicable, or the Required Consenting Parties or the Committee, to exercise any of the foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be deemed an ongoing right, which may be asserted at any time.

C.	Effect of Non-Occurrence of Conditions to Consummation

If the Effective Date does not occur on or before the termination of the RSA or the Investment Agreement, then: (1) the Plan will be null and void in all respects; (2) nothing contained in the Plan, the Disclosure Statement, the Investment Agreement, or the RSA shall: (a) constitute a waiver or release of any Claims, Interests, or Causes of Action by an Entity; (b) prejudice in any manner the rights of any Debtor or any other Entity; or (c) constitute an admission, acknowledgment, offer, or undertaking of any sort by any Debtor or any other Entity; provided , however , that all provisions of the RSA and Investment Agreement that survive termination of those agreements (each, according to its terms) shall remain in effect in accordance with the terms thereof.

ARTICLE X

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

A.	Modification of Plan

Subject to the limitations and terms contained in the Plan, the RSA, the Investment Agreement, and the approval rights of the Required Consenting Parties set forth therein, the Debtors reserve the right to (1) amend or modify the Plan before the entry of the Confirmation Order consistent with the terms set forth herein, in accordance with the Bankruptcy Code and the Bankruptcy Rules; and (2) after the entry of the Confirmation Order, the Debtors or the Reorganized Debtors, as applicable, may, upon order of the Bankruptcy Court, amend or modify the Plan, in accordance with section 1127(b) of the Bankruptcy Code, the RSA, and the Investment Agreement, remedy any defect or omission, or reconcile any inconsistency in the Plan in such manner as may be necessary to carry out the purpose and intent of the Plan consistent with the terms set forth herein. The Debtors must also seek written consent from the Committee and the Required Consenting Parties for any modifications to the Plan prior to the Effective Date, which consent will not be unreasonably withheld.

B.	Effect of Confirmation on Modifications

Entry of the Confirmation Order shall constitute approval of all modifications to the Plan occurring after the solicitation thereof pursuant to section 1127(a) of the Bankruptcy Code and a finding that such modifications to the Plan do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.

C.	Withdrawal of Plan

The Debtors reserve the right, subject to the terms of the RSA and the approval rights of the Required Consenting Parties set forth therein and the Investment Agreement and the approval rights of the Commitment Parties set forth therein, to revoke or withdraw the Plan with respect to any or all Debtors before the Confirmation

Date and to File subsequent chapter 11 plans. If the Debtors revoke or withdraw the Plan, or if Confirmation or the Effective Date does not occur, then: (1) the Plan will be null and void in all respects; (2) any settlement or compromise embodied in the Plan, assumption or rejection of Executory Contracts or Unexpired Leases effectuated by the Plan, and any document or agreement executed pursuant hereto will be null and void in all respects; and (3) nothing contained in the Plan shall (a) constitute a waiver or release of any Claims, Interests, or Causes of Action by any Entity, (b) prejudice in any manner the rights of any Debtor or any other Entity, or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by any Debtor or any other Entity; provided , however , that all provisions of the RSA and the Investment Agreement that survive termination of those agreements (each, according to its terms) shall remain in effect in accordance with the terms thereof. The Debtors must give the Committee and the Bank CoCom two business days’ advance notice prior to withdrawing the Plan.

ARTICLE XI

RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, or related to, the Chapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code, including jurisdiction to:

1. allow, disallow, determine, liquidate, classify, estimate, or establish the priority, secured or unsecured status, or amount of any Claim or Interest, including the resolution of any request for payment of any Claim or Interest and the resolution of any and all objections to the secured or unsecured status, priority, amount, or allowance of Claims or Interests;

2. decide and resolve all matters related to the granting and denying, in whole or in part, any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or the Plan;

3. resolve any matters related to Executory Contracts or Unexpired Leases, including: (a) the assumption or assumption and assignment of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect to which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Cure or Claims arising therefrom, including pursuant to section 365 of the Bankruptcy Code; (b) any potential contractual obligation under any Executory Contract or Unexpired Lease that is assumed; and (c) any dispute regarding whether a contract or lease is or was executory or expired;

4. ensure that distributions to holders of Allowed Claims are accomplished pursuant to the provisions of the Plan and adjudicate any and all disputes arising from or relating to distributions under the Plan;

5. adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective Date;

6. enter and implement such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of (a) contracts, instruments, releases, indentures, and other agreements or documents approved by Final Order in the Chapter 11 Cases and (b) the Plan, the Confirmation Order, and contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan;

7. enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of the Bankruptcy Code;

8. grant any consensual request to extend the deadline for assuming or rejecting Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code;

9. issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Entity with Consummation or enforcement of the Plan;

10. hear, determine, and resolve any cases, matters, controversies, suits, disputes, or Causes of Action in connection with or in any way related to the Chapter 11 Cases, including: (a) with respect to the repayment or return of distributions and the recovery of additional amounts owed by the holder of a Claim or an Interest for amounts not timely repaid pursuant to Article VI of the Plan; (b) with respect to the releases, injunctions, and other provisions contained in Article VIII of the Plan, including entry of such orders as may be necessary or appropriate to implement such releases, injunctions, and other provisions; (c) that may arise in connection with the Consummation, interpretation, implementation, or enforcement of the Plan and the Confirmation Order; or (d) related to section 1141 of the Bankruptcy Code;

11. decide and resolve all matters related to the issuance of the New Secured Notes and the New Seadrill Common Shares;

12. enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;

13. consider any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order;

14. hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

15. enter an order or Final Decree concluding or closing the Chapter 11 Cases;

16. enforce all orders previously entered by the Bankruptcy Court; and

17. hear and determine any other matters related to the Chapter 11 Cases and not inconsistent with the Bankruptcy Code or title 28 of the United States Code.

ARTICLE XII

MISCELLANEOUS PROVISIONS

A.	Immediate Binding Effect

Notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan shall be immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized Debtors, and any and all holders of Claims or Interests (irrespective of whether such Claims or Interests are deemed to have accepted the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, discharges, exculpations, and injunctions described in the Plan, each Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors. All Claims against and Interests in the Debtors shall be as fixed, adjusted, or compromised, as applicable, pursuant to the Plan regardless of whether any holder of a Claim or Interest has voted on the Plan.

B.	Additional Documents

On or before the Effective Date, the Debtors may File with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan; provided that such agreements and other documents shall be consistent in all material respects with the terms and conditions of the RSA and Investment Agreement, including the condition that such documents be in form and substance reasonably acceptable to the Required Consenting Parties and the Committee. The Debtors or the Reorganized Debtors, as applicable, and all holders of Claims and Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.

C.	Payment of Statutory Fees

All fees payable pursuant to 28 U.S.C. § 1930(a) shall be paid for each quarter (including any fraction thereof) until the Chapter 11 Cases are converted, dismissed, or a Final Decree is issued, whichever occurs first.

D.	Statutory Committee and Cessation of Fee and Expense Payment.

Except to the extent provided herein, on the Effective Date, the current and former members of the Committee, and their respective officers, employees, counsel, advisors and agents, shall be released and discharged of and from all further authority, duties, responsibilities and obligations related to and arising from and in connection with the Chapter 11 Cases and the Committee shall dissolve; provided , however , that following the Effective Date, the Committee shall continue in existence and have standing and a right to be heard for the following limited purposes: (1) pursuing claims and final fee applications filed pursuant to sections 330 and 331 of the Bankruptcy Code; (2) any appeals of the Confirmation Order; (3) any appeals to which the Committee is a named party; and (4) any adversary proceedings or contested matters as to the Effective Date to which the Committee is a named party.

Following the completion of the Committee’s remaining duties set forth above, the Committee shall be dissolved, and the retention or employment of the Committee’s respective attorneys, accountants and other agents shall terminate.

E.	Reservation of Rights

Except as expressly set forth herein, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. None of the filing of the Plan, any statement or provision contained in the Plan, or the taking of any action by any Debtor with respect to the Plan, the Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to the holders of Claims or Interests prior to the Effective Date.

F.	Successors and Assigns

The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign, Affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian, if any, of each such Entity.

G.	Service of Documents

After the Effective Date, any pleading, notice, or other document required by the Plan to be served on or delivered to the Reorganized Debtors shall be served on:

Reorganized Debtors

Seadrill Limited

Par-la-Ville Place

14 Par-la-Ville Road

Hamilton HM 08, Bermuda

Attention: Georgina Sousa

with copies for information only (which shall not constitute notice) to:

Seadrill Management Ltd.

(Corporate Headquarters)

2nd Floor

Building 11

Chiswick Business Park

566 Chiswick High Road

London W4 5YS

United Kingdom

Attn: Chris Edwards


Counsel to Debtors		Kirkland & Ellis LLP Kirkland & Ellis International LLP 609 Main Street Houston, Texas 77002 Attn.: Brian E. Schartz Kirkland & Ellis LLP Kirkland & Ellis International LLP 300 North LaSalle Chicago, Illinois 60654 Attn.: James H.M. Sprayregen, P.C. Anup Sathy, P.C. Ross M. Kwasteniet, P.C. Adam C. Paul

United States Trustee		Office of the United States Trustee for the Southern District of Texas 515 Rusk Street, Suite 3516 Houston, Texas 77002 Attn.: Hector Duran Stephen D. Statham

H.	Term of Injunctions or Stays

Unless otherwise provided herein or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases (pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court) and existing on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

I.	Entire Agreement

Except as otherwise indicated, and without limiting the effectiveness of the RSA and Investment Agreement, the Plan supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into the Plan.

J.	Plan Supplement

All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed, copies of such exhibits and documents shall be made available upon written request to the Debtors’ counsel at the address above or by downloading such exhibits and documents from http://cases.primeclerk.com/Seadrill or the Bankruptcy Court’s website at www.txs.uscourts.gov/bankruptcy. Unless otherwise ordered by the Bankruptcy Court, to the extent any exhibit or document in the Plan Supplement is inconsistent with the terms of any part of the Plan that does not constitute the Plan Supplement, such part of the Plan that does not constitute the Plan Supplement shall control.

K.	Non-Severability

If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court, at the request of the Debtors, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted; provided that any such alteration or interpretation shall be consistent with the RSA and the Investment Agreement and in form and substance reasonably satisfactory to the Required Consenting Parties and the Committee. Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (1) valid and enforceable pursuant to its terms; (2) integral to the Plan and may not be deleted or modified without the Debtors’ consent, consistent with the terms set forth herein; and (3) nonseverable and mutually dependent.

L.	Votes Solicited in Good Faith

Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes on the Plan in good faith and in compliance with the Bankruptcy Code, and pursuant to section 1125(e) of the Bankruptcy Code, the Debtors and each of their respective Affiliates, agents, representatives, members, principals, shareholders, officers, directors, employees, advisors, and attorneys will be deemed to have participated in good faith and in compliance with the Bankruptcy Code in the offer, issuance, sale, and purchase of Securities offered and sold under the Plan and any previous plan, and, therefore, neither any of such parties or individuals or the Reorganized Debtors will have any liability for the violation of any applicable law, rule, or regulation governing the solicitation of votes on the Plan or the offer, issuance, sale, or purchase of the Securities offered and sold under the Plan and any previous plan.

M.	Closing of Chapter 11 Cases

The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases, File all documents required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close the Chapter 11 Cases.

N.	Waiver or Estoppel

Each holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, the RSA, the Investment Agreement or papers Filed prior to the Confirmation Date.

O.	Creditor Default

An act or omission by a holder of a Claim or an Interest in contravention of the provisions of this Plan shall be deemed an event of default under this Plan. Upon an event of default, the Reorganized Debtors may seek to hold the defaulting party in contempt of the Confirmation Order and shall be entitled to reasonable attorneys’ fees and costs of the Reorganized Debtors in remedying such default. Upon the finding of such a default by a creditor, the Bankruptcy Court may: (a) designate a party to appear, sign and/or accept the documents required under the Plan on behalf of the defaulting party, in accordance with Bankruptcy Rule 7070; (b) enforce the Plan by order of specific performance; (c) award judgment against such defaulting creditor in favor of the Reorganized debtor in an amount, including interest, to compensate the Reorganized Debtors for the damages caused by such default; and (d) make such other order as may be equitable that does not materially alter the terms of the Plan.

[ Remainder of Page Intentionally Left Blank. ]

Exhibit A

List of Debtors


#	Debtor	#	Debtor
1.	Seadrill Americas, Inc.	44.	Seadrill Freedom Ltd.
2.	Sevan Drilling North America LLC	45.	Seadrill GCC Operations Ltd.
3.	Seadrill Limited	46.	Seadrill Gemini Ltd.
4.	North Atlantic Drilling Ltd.	47.	Seadrill Global Services Ltd.
5.	Sevan Drilling Limited (Bermuda)	48.	Seadrill Gulf Operations Neptune LLC
6.	Eastern Drilling AS	49.	Seadrill Indonesia Ltd.
7.	North Atlantic Alpha Ltd.	50.	Seadrill International Resourcing DMCC
8.	North Atlantic Crew AS	51.	Seadrill Jack Up Holding Ltd.
9.	North Atlantic Crewing Ltd.	52.	Seadrill Jack Up I B.V.
10.	North Atlantic Drilling UK Ltd.	53.	Seadrill Jack Up II B.V.
11.	North Atlantic Elara Ltd.	54.	Seadrill Jupiter Ltd.
12.	North Atlantic Epsilon Ltd.	55.	Seadrill Labuan Ltd.
13.	North Atlantic Linus Charterer Ltd.	56.	Seadrill Libra Ltd.
14.	North Atlantic Management AS	57.	Seadrill Management (S) Pte. Ltd.
15.	North Atlantic Navigator Ltd.	58.	Seadrill Management AME Ltd.
16.	North Atlantic Norway Ltd.	59.	Seadrill Management Ltd.
17.	North Atlantic Phoenix Ltd.	60.	Seadrill Neptune Hungary Kft.
18.	North Atlantic Support Services Limited	61.	Seadrill Newfoundland Operations Ltd.
19.	North Atlantic Venture Ltd.	62.	Seadrill Nigeria Operations Ltd.
20.	Scorpion Drilling Ltd.	63.	Seadrill Offshore AS
21.	Scorpion Intrepid Ltd.	64.	Seadrill Offshore Malaysia Sdn. Bhd.
22.	Scorpion Servicos Offshore Ltda	65.	Seadrill Offshore Nigeria Limited
23.	Scorpion Vigilant Ltd.	66.	Seadrill Operations de Mexico, S. de R.L. de C.V.
24.	Sea Dragon de Mexico S. de R.L. de C.V.	67.	Seadrill Orion Ltd.
25.	Seadrill Abu Dhabi Operations Limited	68.	Seadrill Pegasus (S) Pte. Ltd.
26.	Seadrill Angola, Lda.	69.	Seadrill Prospero Ltd.
27.	Seadrill Aquila Ltd.	70.	Seadrill Saturn Ltd.
28.	Seadrill Ariel Ltd.	71.	Seadrill Servicos de Petroleo Ltda
29.	Seadrill Brunei Ltd.	72.	Seadrill Telesto Ltd.
30.	Seadrill Callisto Ltd.	73.	Seadrill Tellus Ltd.
31.	Seadrill Capital Spares Pool AS	74.	Seadrill Tucana Ltd.
32.	Seadrill Carina Ltd.	75.	Seadrill UK Ltd.
33.	Seadrill Castor Ltd.	76.	Sevan Brasil Ltd.
34.	Seadrill Castor Pte. Ltd.	77.	Sevan Driller Ltd.
35.	Seadrill Cressida Ltd.	78.	Sevan Drilling Limited (UK)
36.	Seadrill Deepwater Charterer Ltd.	79.	Sevan Drilling Pte. Ltd.
37.	Seadrill Deepwater Crewing Ltd.	80.	Sevan Drilling Rig II AS
38.	Seadrill Deepwater Units Pte. Ltd.	81.	Sevan Drilling Rig II Pte. Ltd.
39.	Seadrill Dorado Ltd.	82.	Sevan Drilling Rig V AS
40.	Seadrill Draco Ltd.	83.	Sevan Drilling Rig V Pte. Ltd.
41.	Seadrill Eclipse Ltd.	84.	Sevan Drilling Rig VI AS
42.	Seadrill Eminence Ltd.	85.	Sevan Louisiana Hungary Kft.
43.	Seadrill Far East Limited	86.	Sevan Marine Servicos de Perfuracao Ltda

Exhibit 3.1

FORM NO. 2

LOGO

BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF ASSOCIATION OF

COMPANY LIMITED BY SHARES

(Section 7(1) and (2))

MEMORANDUM OF ASSOCIATION

New SDRL Limited

(hereinafter referred to as “the Company”)

1.	The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.

2.	We, the undersigned, namely,


NAME	ADDRESS	BERMUDIAN STATUS (Yes/No)	NATIONALITY	NUMBER OF SHARES SUBSCRIBED
Dawn C. Griffiths	Clarendon House 2 Church Street Hamilton HM 11 Bermuda	Yes	British	One

David W.P. Cooke	”	Yes	British	One

Christopher G. Garrod	”	Yes	British	One

do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.

3.	The Company is to be an exempted company as defined by the Companies Act 1981 (the “Act”).

4.	The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding in all, including the following parcels:- N/A

5.	The authorised share capital of the Company is US$1,000.00 divided into shares of US$0.10 each.

6.	The objects for which the Company is formed and incorporated are unrestricted.

7.	The following are provisions regarding the powers of the Company –

Subject to paragraph 6, the Company may do all such things as are incidental or conducive to the attainment of its objects and shall have the capacity, rights, powers and privileges of a natural person, and –

(i)

pursuant to Section 42 of the Act, the Company shall have the power to issue preference shares which are, at the option of the holder, liable to be redeemed;

(ii)

pursuant to Section 42A of the Act, the Company shall have the power to purchase its own shares for cancellation; and

(iii)

pursuant to Section 42B of the Act, the Company shall have the power to acquire its own shares to be held as treasury shares.

Signed by each subscriber in the presence of at least one witness attesting the signature thereof


/s/ Dawn C. Griffiths				/s/ Karen E. O’Connor

/s/ David W.P. Cooke				/s/ Karen E. O’Connor

/s/ Christopher G. Garrod				/s/ Karen E. O’Connor


(Subscribers)				(Witnesses)

SUBSCRIBED this 14 ^th day of March, 2018.

Exhibit 3.2

B Y E - L A W S

New SDRL Limited

I HEREBY CERTIFY that the within-written bye-laws are a true copy of the bye-laws of New SDRL Limited, as subscribed by the subscriber to the memorandum of association and approved at the statutory general meeting of the above Company on March 29, 2018.

/s/ Georgina E. Sousa

Georgina E. Sousa

Secretary

TABLE OF CONTENTS


*DEFINITIONS AND CONSTRUCTION*			1

*CONSTRUCTION*			2

*REGISTERED OFFICE*			3

*SHARES*			3

*POWER TO PURCHASE OWN SHARES*			4

*PREFERENCE SHARES*			5

*RIGHTS ATTACHING TO SHARES*			5

*TREASURY SHARES*			5

*MODIFICATION OF RIGHTS*			6

*NO NOTICE OF THIRD PARTY INTERESTS*			6

*CERTIFICATES*			7

*LIEN*			7

*CALLS ON SHARES*			8

*FORFEITURE OF SHARES*			9

*REGISTER OF SHAREHOLDERS*			10

*REGISTER OF DIRECTORS AND OFFICERS*			10

*TRANSFER OF SHARES*			10

*TRANSMISSION OF SHARES*			11

*INCREASE OF CAPITAL*			12

*ALTERATION OF CAPITAL*			13

*GENERAL MEETINGS AND WRITTEN RESOLUTIONS*			13

*NOTICE OF GENERAL MEETINGS*			14

*PROCEEDINGS AT GENERAL MEETINGS*			15

*VOTING*			16

*PROXIES AND CORPORATE REPRESENTATIVES*			18

*APPOINTMENT AND REMOVAL OF DIRECTORS*			20

*RESIGNATION AND DISQUALIFICATION OF DIRECTORS*			21

*ALTERNATE DIRECTORS*			21

*DIRECTORS’ REMUNERATION AND EXPENSES*			22

*DEFECT OF APPOINTMENT*			22


*DIRECTORS’ INTERESTS*			23

*POWERS AND DUTIES OF THE BOARD*			24

*DELEGATION OF THE BOARD’S POWERS*			25

*PROCEEDINGS OF THE BOARD*			26

*OFFICERS*			28

*MINUTES*			28

*SECRETARY AND RESIDENT REPRESENTATIVE*			29

*THE SEAL*			29

*DIVIDENDS AND OTHER PAYMENTS*			29

*RESERVES*			31

*CAPITALISATION OF PROFITS*			31

*RECORD DATES*			31

*ACCOUNTING RECORDS*			32

*AUDIT*			32

*ELECTRONIC COMMUNICATIONS*			33

*SERVICE OF NOTICES AND OTHER DOCUMENTS*			33

*WINDING UP*			34

*INDEMNITY*			34

*CONTINUATION*			36

*ALTERATION OF CONSTITUTIONAL DOCUMENTS*			36

B Y E – L A W S

New SDRL Limited

DEFINITIONS AND CONSTRUCTION

1.	In these Bye-laws, and any Schedule, unless the context otherwise requires:

“ Alternate Director ” means such person or persons as shall be appointed from time to time pursuant to these Bye-laws;

“ Annual General Meeting ” means a meeting convened by the Company pursuant to Section 71(1) of the Companies Act;

“ Bermuda ” means the Islands of Bermuda;

“ Board ” means the Board of Directors of the Company or the Directors present at a meeting of Directors at which there is a quorum;

“ Bye-laws ” means these Bye-laws in their present form or as they may be amended from time to time;

“ Companies Act ” means the Companies Act 1981 as amended, re-stated or re-enacted;

“ Company ” means the company incorporated in Bermuda for which these Bye-laws are adopted;

“Corporate Director” means a director which is not a natural person, whether incorporated, unincorporated or otherwise;

“ Company Website ” means the website of the Company established pursuant to these Bye-laws;

“ Director ” means such person or persons as shall be elected or appointed to the Board from time to time pursuant to these Bye-laws or the Companies Act;

“ Electronic Record ” has the meaning ascribed to that expression in the Electronic Transactions Act 1999;

“Finance Officer” means such person or persons appointed from time to time by the Board pursuant to these Bye-laws to act as the Finance Officer of the Company;

“ Officer ” means such person or persons appointed from time to time by the Board pursuant to these Bye-laws;

“ paid up ” means paid up or credited as paid up;

“ Register ” means the Register of Shareholders of the Company;

“ Registered Office ” means the registered office for the time being of the Company;

“ Resident Representative ” means any person appointed to act as the resident representative of the Company and includes any deputy or assistant resident representatives;

“ Resolution ” means a resolution of the Shareholders or, where required, of a separate class or separate classes of Shareholders, adopted either in general meeting or by written resolution, in accordance with the provisions of these Bye-laws;

“ Seal ” means the common seal of the Company, if any, and includes any duplicate thereof;

“ Secretary ” means the person appointed to perform any or all of the duties of the secretary of the Company and includes a temporary or assistant Secretary and any person appointed by the Board to perform any of the duties of the Secretary;

“ Shareholder ” means a shareholder or member of the Company;

“ Special General Meeting ” means a general meeting, other than the Annual General Meeting;

“ Treasury Shares ” means any share of the Company that was acquired and held by the Company, or as treated as having been acquired and held by the Company, which has been held continuously by the Company since it was acquired and which has not been cancelled;

CONSTRUCTION

(a)

Words importing only the singular number include the plural number and vice versa;

(b)

without prejudice to the generality of paragraph (a), during periods when the Company has elected or appointed only one (1) Director as permitted by the Companies Act references to “ the Board ” and “ the Directors ” shall be construed as if they are references to the sole Director of the Company.

(c)

words importing only the masculine gender include the feminine and neuter genders respectively;

(d)

words importing persons include companies or associations or bodies of persons, whether corporate or un-incorporate wherever established;

(e)

reference to a “share” shall mean a share in the capital of the Company and shall include a fraction of a share;

(f)

for so long as a Corporate Director has been elected or appointed to hold office as the sole Director of the Company, all references in these bye-laws to the Directors or the Board shall be construed as if they are references to the Corporate Director;

(g)

for the purposes of these Bye-laws a corporation shall be deemed to be present in person if its representative duly authorised pursuant to the Companies Act is present; and

(h)

references to “writing” shall include typewriting, printing, lithography, photography and other modes of representing or reproducing words in a legible and non-transitory form.

3.	Unless otherwise defined herein, any words or expressions defined in the Companies Act in force on the date when these Bye-laws, or any part hereof, are adopted shall bear the same meaning in these Bye-laws or such part (as the case may be).

4.	Any reference in these Bye-laws to any statute or section thereof shall unless expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time.

REGISTERED OFFICE

5.	The Registered Office shall be at such place in Bermuda as the Board shall from time to time appoint.

SHARES

Subject to the provisions of these Bye-Laws, the unissued shares of the Company (whether forming part of the original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, re-classify, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may determine.

Subject to any special rights conferred on the holders of any share or class of shares, any share in the Company may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may by Resolution determine or, if there has not been any such determination or so far as the same shall not make specific provision, as the Board may determine.

Subject to the provisions of these Bye-laws, the Company may issue shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

POWER TO PURCHASE OWN SHARES

9.	The Company shall have the power to purchase its own shares for cancellation, and the Board may exercise all of the powers of the Company to purchase its own shares.

10.	The Board may exercise all the powers of the Company to:

(a)

divide the Company’s shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions;

(b)

consolidate and divide all or any of the Company’s share capital into shares of larger amount than its existing shares;

(c)

subdivide the Company’s shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or

(d)

make provision for the issue and allotment of shares which do not carry any voting rights.

11.

Where any difficulty arises in regard to any division, consolidation, or sub-division under Bye-law 10, the Board may settle the same as it thinks expedient and, in particular, may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion amongst the Shareholders who would have been entitled to the fractions and, for this purpose, the Board may authorise some person to transfer the shares representing fractions to the purchaser thereof, who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

PREFERENCE SHARES

12.	Subject to the Companies Act, any preference shares may, with the sanction of a Resolution, be issued on terms:

(a)

that they are to be redeemed on the happening of a specified event or on a given date; and/or,

(b)

that they are liable to be redeemed at the option of the Company; and/or,

(c)

if authorised by the memorandum of association of the Company, that they are liable to be redeemed at the option of the holder.

13.

The terms and manner of redemption of any preference shares shall be either as the Company may in general meeting determine or, in the event that the Company in general meeting may have so authorised, as the Board or any committee thereof may by resolution determine before the issuance of such shares.

RIGHTS ATTACHING TO SHARES

14.

Subject to any Resolution to the contrary and the power to determine share rights and restrictions pursuant to Bye-law 7 (and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares), the share capital shall be divided into shares of a single class the holders of which shall, subject to these Bye-laws:

(a)

be entitled to one vote per share;

(b)

be entitled to such dividends as the Board may from time to time declare;

(c)

in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(d)

generally be entitled to enjoy all of the rights attaching to shares.

TREASURY SHARES

15.	The Company shall have the power to acquire its own shares to be held as Treasury Shares.

16.	The Board may exercise all of the powers of the Company to purchase or acquire its own shares be held as Treasury Shares in accordance with the Companies Act.

17.

At any time that the Company holds Treasury Shares, all of the rights attaching to the Treasury Shares shall be suspended and shall not be exercised by the Company. Without limiting the generality of the foregoing, if the Company holds Treasury Shares, the Company shall not have any right to attend and vote at a general meeting or sign written resolutions and any purported exercise of such a right shall be void.

18.	Except where required by the Companies Act, Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.

19.	The Board may dispose of or transfer Treasury Shares for cash or other consideration.

MODIFICATION OF RIGHTS

20.

Subject to the Companies Act, all or any of the special rights for the time being attached to any class of shares for the time being issued may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the holders of not less than seventy five percent of the issued shares of that class or with the sanction of a Resolution passed at a separate general meeting of the holders of such shares voting in person or by proxy. To any such separate general meeting, all the provisions of these Bye-laws as to general meetings of the Company shall mutatis mutandis apply, but the necessary quorum shall be two or more persons holding or representing by proxy any of the shares of the relevant class, that every holder of shares of the relevant class shall be entitled on a poll to one vote for every such share held by him and that any holder of shares of the relevant class present in person or by proxy may demand a poll; provided, however, that if the Company or a class of Shareholders shall have only one Shareholder, one Shareholder present in person or by proxy shall constitute the necessary quorum.

21.	The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered by the creation or issue of further shares ranking pari passu therewith.

NO NOTICE OF THIRD PARTY INTERESTS

22.

Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as otherwise provided in these Bye-laws or by law) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.

CERTIFICATES

23.	The preparation, issue and delivery of share certificates shall be governed by the Companies Act. In the case of a share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all.

24.

If a share certificate is defaced, lost or destroyed it may be replaced without fee but on such terms (if any) as to evidence an indemnity and to payment of the costs and out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of defacement, on delivery of the old certificate to the Company.

25.

All certificates for share or loan capital or other securities of the Company (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms and conditions for the time being relating thereto otherwise provide, be issued under the Seal or bearing the signature of at least one person who is a Director or Secretary of the Company or a person expressly authorised to sign such certificates on behalf of the Company. The Board may by resolution determine, either generally or in any particular case, that any signatures on any such certificates need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.

LIEN

26.

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys, whether presently payable or not, called or payable, at a date fixed by or in accordance with the terms of issue of such share in respect of such share, and the Company shall also have a first and paramount lien on every share (other than a fully paid share) standing registered in the name of a Shareholder, whether singly or jointly with any other person, for all the debts and liabilities of such Shareholder or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such Shareholder, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Shareholder or his estate and any other person, whether a Shareholder or not. The Company’s lien on a share shall extend to all dividends payable thereon. The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Bye-law.

27.

The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share.

28.

The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the holder of the share immediately before such sale. For giving effect to any such sale the Board may authorise some person to transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale.

CALLS ON SHARES

29.

The Board may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their shares (whether on account of the par value of the shares or by way of premium) and not by the terms of issue thereof made payable at a date fixed by or in accordance with such terms of issue, and each Shareholder shall (subject to the Company serving upon him at least fourteen days notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Board may determine.

30.	A call may be made payable by installments and shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed.

31.	The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

32.

If a sum called in respect of the share shall not be paid before or on the day appointed for payment thereof the person from whom the sum is due shall pay interest on the sum from the day appointed for the payment thereof to the time of actual payment at such rate as the Board may determine, but the Board shall be at liberty to waive payment of such interest wholly or in part.

33.

Any sum which, by the terms of issue of a share, becomes payable on allotment or at any date fixed by or in accordance with such terms of issue, whether on account of the nominal amount of the share or by way of premium, shall for all the purposes of these Bye-laws be deemed to be a call duly made, notified and payable on the date on which, by the terms of issue, the same becomes payable and, in case of non-payment, all the relevant provisions of these Bye-laws as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

34.	The Board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

FORFEITURE OF SHARES

35.

If a Shareholder fails to pay any call or installment of a call on the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of such call or installment remains unpaid serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.

36.

The notice shall name a further day (not being less than 14 days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that, in the event of non-payment on or before the day and at the place appointed, the shares in respect of which such call is made or installment is payable will be liable to be forfeited. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Bye-laws to forfeiture shall include surrender.

37.

If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls or installments and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

38.	When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share; but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.

39.

A forfeited share shall be deemed to be the property of the Company and may be sold, re-offered or otherwise disposed of either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Board shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Board may think fit.

40.

A person whose shares have been forfeited shall thereupon cease to be a Shareholder in respect of the forfeited shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares with interest thereon at such rate as the Board may determine from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited.

41.

An affidavit in writing that the deponent is a Director or the Secretary and that a share has been duly forfeited on the date stated in the affidavit shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on the sale, re-allotment or disposition thereof and the Board may authorise some person to transfer the share to the person to whom the same is sold, re-allotted or disposed of, and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal of the share.

REGISTER OF SHAREHOLDERS

42.

The Secretary shall establish and maintain the Register in the manner prescribed by the Companies Act. Unless the Board otherwise determines, the Register shall be open to inspection in the manner prescribed by the Companies Act between 10.00 a.m. and 12.00 noon on every working day. Unless the Board otherwise determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register any indication of any trust or any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share and if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any of the provisions of Bye-law 11.

REGISTER OF DIRECTORS AND OFFICERS

43.

The Secretary shall establish and maintain a register of the Directors and Officers of the Company as required by the Companies Act. Every officer that is also a Director and the Secretary must be listed officers of the Company in the Register of Directors and Officers. The register of Directors and Officers shall be open to inspection in the manner prescribed by the Companies Act between 10.00 a.m. and 12.00 noon on every working day.

TRANSFER OF SHARES

44.	Subject to the Companies Act and to such of the restrictions contained in these Bye-laws as may be applicable, any Shareholder may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other form which the Board may approve.

45.

The instrument of transfer of a share shall be signed by or on behalf of the transferor and where any share is not fully-paid the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. All instruments of transfer when registered may be retained by the Company. The Board may, in its absolute discretion and without assigning any reason therefore, decline to register any transfer of any share which is not a fully-paid share.

46.	The Board may also decline to register any transfer unless:

(a)

the instrument of transfer is duly stamped and lodged with the Company, accompanied by the certificate for the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer,

(b)

the instrument of transfer is in respect of only one class of share,

(c)

where applicable, the permission of the Bermuda Monetary Authority with respect thereto has been obtained.

47.	Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under these Bye-laws.

48.	If the Board declines to register a transfer it shall, within three months after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.

49.

No fee shall be charged by the Company for registering any transfer, probate, letters of administration, certificate of death or marriage, power of attorney, distringas or stop notice, order of court or other instrument relating to or affecting the title to any share, or otherwise making an entry in the Register relating to any share.

50.

Notwithstanding anything contained in these Bye-laws (save for Bye-law 47(c)), the Directors shall not decline to register any transfer of shares, nor may they suspend registration thereof where such transfer is executed by any bank or other person to whom such shares have been charged by way of security, or by any nominee or agent of such bank or person, and whether the transfer is effected for the purpose of perfecting any mortgage or charge of such shares or pursuant to the sale of such shares under such mortgage or charge, and a certificate signed by any officer of such bank or by such person that such shares were so mortgaged or charged and the transfer was so executed shall be conclusive evidence of such facts.

TRANSMISSION OF SHARES

51.

In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint holder, and the estate representative, where he was sole holder, shall be the only person recognised by the Company as having any title to his shares; but nothing herein contained shall release the estate of a deceased

holder (whether the sole or joint) from any liability in respect of any share held by him solely or jointly with other persons. For the purpose of this Bye-law, estate representative means the person to whom probate or letters of administration has or have been granted in Bermuda or, failing any such person, such other person as the Board may in its absolute discretion determine to be the person recognised by the Company for the purpose of this Bye-law.

52.

Any person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law may, subject as hereafter provided and upon such evidence being produced as may from time to time be required by the Board as to his entitlement, either be registered himself as the holder of the share or elect to have some person nominated by him registered as the transferee thereof. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered, he shall signify his election by signing an instrument of transfer of such share in favour of his nominee. All the limitations, restrictions and provisions of these Bye-laws relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or instrument of transfer as aforesaid as if the death of the Shareholder or other event giving rise to the transmission had not occurred and the notice or instrument of transfer was an instrument of transfer signed by such Shareholder.

53.

A person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law shall (upon such evidence being produced as may from time to time be required by the Board as to his entitlement) be entitled to receive and may give a discharge for any dividends or other moneys payable in respect of the share, but he shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to exercise in respect of the share any of the rights or privileges of a Shareholder until he shall have become registered as the holder thereof. The Board may at any time give notice requiring such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within sixty days the Board may thereafter withhold payment of all dividends and other moneys payable in respect of the shares until the requirements of the notice have been complied with.

54.	Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under these Bye-laws.

INCREASE OF CAPITAL

55.	The Company may from time to time increase its capital by such sum to be divided into shares of such par value as the Company by Resolution shall prescribe.

56.

The Company may, by the Resolution increasing the capital, direct that the new shares or any of them shall be offered in the first instance either at par or at a premium to all the holders for the time being of shares of any class or classes in proportion to the number of such shares held by them respectively or make any other provision as to the issue of the new shares.

57.	The new shares shall be subject to all the provisions of these Bye-laws with reference to lien, the payment of calls, forfeiture, transfer, transmission and otherwise.

ALTERATION OF CAPITAL

58.	The Company may by Resolution increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act.

59.	In relation to any such reduction, the Company may by Resolution determine the terms upon which such reduction is to be effected including in the case of a reduction of part only of a class of shares, those shares to be affected.

60.	Subject to the Companies Act and to any confirmation or consent required by law or these Bye-laws, the Company may by Resolution from time to time convert any preference shares into redeemable preference shares.

GENERAL MEETINGS AND WRITTEN RESOLUTIONS

61.

Except where the Company has passed a Resolution dispensing with the holding of Annual General Meetings and such Resolution continues to be in effect, the Board shall convene and the Company shall hold general meetings as Annual General Meetings in accordance with the requirements of the Companies Act at such times and places as the Board shall appoint. The Board may, whenever it thinks fit, and shall, when required by the Companies Act, convene general meetings other than Annual General Meetings which shall be called Special General Meetings. Any such Annual or Special General Meeting shall be held at the Registered Office of the Company in Bermuda or such other location suitable for such purpose but in no event shall any such Annual or Special General meeting be held in Norway or the United Kingdom.

62.

Except in the case of the removal of auditors and Directors and subject to these Bye-laws, anything which may be done by Resolution of the Company in general meeting or by Resolution of a meeting of any class of the Shareholders of the Company may, without a meeting be done by Resolution in writing, signed by a simple majority of all of the Shareholders (or such greater majority as is required by the Companies Act or these Bye-laws), or in the case of a Shareholder that is a corporation (whether or not a company within the meaning of the Companies Act)

on behalf of such Shareholder, being all of the Shareholders of the Company who at the date of the Resolution in writing would be entitled to attend a meeting and vote on the Resolution. Such Resolution in writing may be signed by, or in the case of a Shareholder that is a corporation (whether or not a company within the meaning of the Companies Act) on behalf of, all the Shareholders of the Company, or any class thereof, in as many counterparts as may be necessary.

63.

Notice of any Resolution to be made under these Bye-laws shall be given, and a copy of the Resolution shall be circulated, to all members who would be entitled to attend a meeting and vote on the Resolution in the same manner as that required for a notice of a meeting of members at which the Resolution could have been considered, except that any requirement in this Act or in these Bye-laws as to the length of the period of notice shall not apply.

64.

A Resolution in writing is passed when it is signed by, or, in the case of a Shareholder that is a corporation (whether or not a company within the meaning of the Companies Act) on behalf of, such number of Shareholders of the Company who at the date of the notice represent such majority of votes as would be required if the Resolution had been voted on at a meeting of Shareholders at which all Shareholders entitled to attend and vote thereat were present and voting.

65.

A Resolution in writing made in accordance with these Bye-laws is as valid as if it had been passed by the Company in general meeting or, if applicable, by a meeting of the relevant class of Shareholders of the Company, as the case may be. A Resolution in writing made in accordance with these Bye-laws shall constitute minutes for the purposes of the Companies Act and these Bye-laws.

66.	The accidental omission to give notice to, or the non-receipt of a notice by, any person entitled to receive notice of a Resolution does not invalidate the passing of a Resolution.

NOTICE OF GENERAL MEETINGS

67.

An Annual General Meeting shall be called with not less than 5 days’ notice in writing and a Special General Meeting shall be called with not less than 5 days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, day and time of the meeting and, in the case of a Special General Meeting, the general nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted by these Bye-laws. Shareholders other than those required to be given notice under the provisions of these Bye-laws or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company.

68.	Notwithstanding that a meeting of the Company is called by shorter notice than that specified in these Bye-laws, it shall be deemed to have been duly called if it is so agreed:

(a)

in the case of a meeting called as an Annual General Meeting, by all the Shareholders entitled to attend and vote thereat;

(b)

in the case of any other meeting, by a majority in number of the Shareholders having the right to attend and vote at the meeting, being a majority together holding not less than 95 percent in nominal value of the shares giving that right.

69.

The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

70.

No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman, which shall not be treated as part of the business of the meeting. Save as otherwise provided by these Bye-laws, at least two Shareholders present in person or by proxy and entitled to vote shall be a quorum for all purposes; provided, however, that if the Company shall have only one Shareholder, one Shareholder present in person or by proxy shall constitute the necessary quorum.

22.

If within five minutes (or such longer time as the chairman of the meeting may determine to wait) after the time appointed for the meeting, a quorum is not present, the meeting, if convened on the requisition of Shareholders, shall be dissolved. In any other case, it shall stand adjourned to such other day and such other time and place as the chairman of the meeting may determine and at such adjourned meeting two Shareholders present in person or by proxy (whatever the number of shares held by them) shall be a quorum provided that if the Company shall have only one Shareholder, one Shareholder present in person or by proxy shall constitute the necessary quorum. The Company shall give not less than 5 days’ notice of any meeting adjourned through want of a quorum and such notice shall state that the sole Shareholder or, if more than one, two Shareholders present in person or by proxy (whatever the number of shares held by them) shall be a quorum.

71.

A meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting.

72.	Each Director shall be entitled to attend and speak at any general meeting of the Company.

23.

The Chairman (if any) of the Board or, in his absence, the President (if any) or in his absence the Director who has been appointed as the head of the Board shall preside as chairman at every general meeting. If there is no such Chairman or President or such Director, or if at any meeting neither the Chairman nor the President nor such Director is present within five (5) minutes after the time appointed for holding the meeting, or if neither of them is willing to act as chairman, the Directors present shall choose one of their number to act or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote on a poll shall elect one of their number to be chairman.

73.

The chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. When a meeting is adjourned for three months or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

74.	Save as expressly provided by these Bye-laws, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

VOTING

75.	Any question proposed for consideration at any general meeting including any for the amalgamation or merger of the Company shall be decided on by a simple majority of votes cast, save where a greater majority is required by the Companies Act or these Bye-laws.

76.

At any general meeting, a Resolution put to the vote of the meeting shall be decided on a show of hands or by a count of votes received in the form of Electronic Records unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

(a)

the chairman of the meeting; or

(b)

at least three Shareholders present in person or represented by proxy; or

(c)

any Shareholder or Shareholders present in person or represented by proxy and holding between them not less than one tenth of the total voting rights of all the Shareholders having the right to vote at such meeting; or

(d)

a Shareholder or Shareholders present in person or represented by proxy holding shares conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all such shares conferring such right.

77.

Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that a Resolution has, on a show of hands or on a count of votes received in the form of Electronic Records, been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be final and conclusive, and an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the number of votes recorded for or against such Resolution.

78.	If a poll is duly demanded, the result of the poll shall be deemed to be the Resolution of the meeting at which the poll is demanded.

79.

A poll demanded for the purposes of electing the chairman of the meeting, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner and either forthwith or at such time at such meeting as the chairman shall direct. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll.

80.

Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such manner as the chairman of the meeting shall direct. At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two Shareholders or proxy holders appointed by the chairman of the meeting for the purpose and the result of the poll shall be declared by the chairman of the meeting.

81.	The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded and it may be withdrawn at any time before the taking of the poll.

82.	On a poll, votes may be cast either personally or by proxy.

83.	A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

84.	In the case of an equality of votes at a general meeting, whether on a show of hands, a count of votes received in the form of Electronic Records or on a poll, the chairman of such meeting shall not be entitled to a second or casting vote.

85.

In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding.

86.

A Shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in respect of whom an order has been made by any Court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such Court and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as such Shareholder for the purpose of general meetings.

87.	No Shareholder shall, unless the Board otherwise determines, be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

88.

If (i) any objection shall be raised to the qualification of any voter or (ii) any votes have been counted which ought not to have been counted or which might have been rejected or (iii) any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any Resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any Resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

PROXIES AND CORPORATE REPRESENTATIVES

89.

The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney authorised by him in writing or, if the appointor is a corporation, the instrument authorizing a representative shall be in writing either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

90.

Any Shareholder may appoint a standing proxy or (if a corporation) representative by depositing at the Registered Office a proxy or (if a corporation) an authorisation and such proxy or authorisation shall be valid for all general meetings and adjournments thereof or, Resolutions in writing, as the case may be, until notice of revocation is received at the Registered Office which if permitted by the Companies Act may be in the form of an Electronic Record. Subject to Bye-law 95, where a standing proxy or authorisation exists, its operation shall be deemed to have been suspended at any general meeting or adjournment thereof at which the Shareholder is present or in respect to which the Shareholder has specially appointed a proxy or representative. The Board may from time to time require such evidence as it shall deem necessary as to the due execution and continuing validity of any such standing proxy or authorisation and the operation of any such standing proxy or authorisation shall be deemed to be suspended until such time as the Board determines that it has received the requested evidence or other evidence satisfactory to it.

91.

Subject to Bye-law 95, the instrument appointing a proxy together with such other evidence as to its due execution as the Board may from time to time require, shall be delivered at the Registered Office and may be in the form of an Electronic Record (or at such place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case or the case of a written Resolution, in any document sent therewith) prior to the holding of the relevant meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, before the time appointed for the taking of the poll, or, in the case of a written Resolution, prior to the effective date of the written Resolution and in default the instrument of proxy shall not be treated as valid.

92.

Instruments of proxy shall be in any common form or in such other form as the Board may approve and the Board may, if it thinks fit, send out with the notice of any meeting or any written Resolution forms of instruments of proxy for use at that meeting or in connection with that written Resolution. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a written Resolution or amendment of a Resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall unless the contrary is stated therein be valid as well for any adjournment of the meeting as for the meeting to which it relates.

93.

A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Registered Office which if permitted by the Companies Act may be in the form of an Electronic Record (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other documents sent therewith) one hour at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, or the day before the effective date of any written Resolution at which the instrument of proxy is used.

94.

Subject to the Companies Act, the Board may at its discretion waive any of the provisions of these Bye-laws related to proxies or authorisations and, in particular, may accept such verbal or other assurances as it thinks fit as to the right of any person to attend and vote on behalf of any Shareholder at general meetings or to sign written Resolutions.

95.

Notwithstanding any other provision of these Bye-laws, any member may appoint an irrevocable proxy by depositing at the Registered Office an irrevocable proxy and such irrevocable proxy shall be valid for all general meetings and adjournments thereof, or Resolutions in writing, as the case may be, until terminated in accordance with its own terms, or until written notice of termination is received at the Registered Office signed by the proxy. The instrument creating the irrevocable proxy shall recite that it is constituted as such and shall confirm that it is granted with an interest. The operation of an irrevocable proxy shall not be suspended at any general meeting or adjournment thereof at which the member who has appointed such proxy is present and the member may not specially appoint another proxy or vote himself in respect of any shares which are the subject of the irrevocable proxy.

APPOINTMENT AND REMOVAL OF DIRECTORS

96.	The Board shall be elected or appointed in the first place at the statutory meeting of the Company and thereafter, except in the case of a casual vacancy, at the annual general meeting or at any special general meeting called for that purpose.

97.

The number of Directors shall be such number as the Company by Resolution may from time to time determine and, subject to the Companies Act and these Bye-laws, shall serve until re-elected or their successors are appointed at the next Annual General Meeting. A person may be elected or appointed as the sole Director of the Company, and the sole Director may be a Corporate Director. The Board shall at all times comprise a majority of Directors who are not resident in the United Kingdom.

98.

Shareholders may by Resolution determine the minimum and the maximum number of Directors and may by Resolution determine that one or more vacancies in the Board shall be deemed casual vacancies for the purposes of these Bye-laws. Without prejudice to the power of the Shareholders by Resolution in pursuance of any of the provisions of these Bye-Laws to elect or appoint any person to be a Director, the Board, so long as a quorum of Directors remains in office, shall have power at any time and from time to time to appoint any person to be a Director so as to fill a casual vacancy.

99.

The Company may in a Special General Meeting called for that purpose remove a Director provided notice of any such meeting shall be served upon the Director concerned not less than 14 days before the meeting and he shall be entitled to be heard at that meeting. Any vacancy created by the removal of a Director at a Special General Meeting may be filled at the Meeting by the election of another Director in his place or, in the absence of any such election, by the Board.

RESIGNATION AND DISQUALIFICATION OF DIRECTORS

100.	The office of a Director shall be vacated upon the happening of any of the following events:

(a)

if he resigns his office by notice in writing delivered to the Registered Office or tendered at a meeting of the Board;

(b)

if he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that his office is vacated;

(c)

if he becomes bankrupt or compounds with his creditors;

(d)

if he is prohibited by law from being a Director; or

(e)

if he ceases to be a Director by virtue of the Companies Act or is removed from office pursuant to these Bye-laws.

ALTERNATE DIRECTORS

101.

The Company may by Resolution elect any person or persons to act as Directors in the alternative to any of the Directors or may authorise the Board to appoint such Alternate Directors and a Director may appoint and remove his own Alternate Director. Any appointment or removal of an Alternate Director by a Director shall be effected by depositing a notice of appointment or removal with the Secretary at the Registered Office which if permitted by the Companies Act may be in the form of an Electronic Record, signed by such Director, and such appointment or removal shall become effective on the date of receipt by the Secretary. Any Alternate Director may be removed by Resolution of the Company and, if appointed by the Board or a Director, may be removed by the Board or the Director respectively. Subject as aforesaid, the office of Alternate Director shall continue until the next annual election of Directors or, if earlier, the date on which the relevant Director ceases to be a Director. A Director may also be appointed to represent another Director and may act as represent more than one other Director.

102.

An Alternate Director shall be entitled to receive notices of all meetings of Directors, to attend, be counted in the quorum and vote at any such meeting at which any Director to whom he is alternate is not personally present, and generally to perform all the functions of any Director to whom he is alternate in his absence.

103.

Every person acting as an Alternate Director shall when performing the functions of the Director for whom he is appointed in the alternate (except as regards powers to appoint an alternate and remuneration) be subject in all respects to the provisions of these Bye-laws relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for any Director for whom he is alternate. An Alternate Director may be paid expenses and shall be entitled to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director. Every Director representing another Director shall have one vote for each Director for whom he represents in addition to his own vote as a Director. The signature of an Alternate Director to any Resolution in writing of the Board or a committee of the Board shall, unless the terms of his appointment provides to the contrary, be as effective as the signature of the Director or Directors to whom he is alternate.

DIRECTORS’ REMUNERATION AND EXPENSES

104.

The amount, if any, of Directors’ fees shall from time to time be determined by the Company by Resolution and in the absence of a determination to the contrary in general meeting, such fees shall be deemed to accrue from day to day. Each Director may be paid his reasonable travelling, hotel and incidental expenses in attending and returning from meetings of the Board or committees constituted pursuant to these Bye-laws or general meetings and shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company’s business or in the discharge of his duties as a Director. Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-law.

DEFECT OF APPOINTMENT

105.

All acts done in good faith by the Board, any Director, a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its powers, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in the relevant capacity.

DIRECTORS’ INTERESTS

106.

A Director may hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefore (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-law.

107.	A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

108.

Subject to the Companies Act, a Director may notwithstanding his office be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested; and be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is interested. The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any Resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.

109.

So long as, where it is necessary, he declares the nature of his interest at the first opportunity at a meeting of the Board or by writing to the Directors as required by the Companies Act, a Director shall not by reason of his office be accountable to the Company for any benefit which he derives from any office or employment to which these Bye-laws allow him to be appointed or from any transaction or arrangement in which these Bye-laws allow him to be interested, and no such transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit.

110.

Subject to the Companies Act and any further disclosure required thereby, a general notice to the Directors by a Director or officer declaring that he is a director or officer who has an interest in a person and is to be regarded as interested in any transaction or arrangement made with that person, shall be a sufficient declaration of interest in relation to any transaction or arrangement so made.

111.	A Director who has complied with the requirements of the foregoing Bye-laws (an “Interested Director”) may:

(a)

vote in respect of such transaction or arrangement or proposed transaction or arrangement; and/or

(b)

be counted in the quorum for the meeting at which the transaction or arrangement or proposed transaction or arrangement is to be voted on,

and no such transaction or arrangement or proposed transaction or arrangement shall be void or voidable by reason only that the Interested Director voted on it or was counted in the quorum of the relevant meeting.

POWERS AND DUTIES OF THE BOARD

112.

Subject to the provisions of the Companies Act and these Bye-laws, the Board shall manage the business of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company as are not, by the Companies Act or these Bye-laws, required to be exercised by the Company in general meeting. No alteration of these Bye-laws shall invalidate any prior act of the Board which would have been valid if that alteration had not been made. The powers given by this Bye-law shall not be limited by any special power given to the Board by these Bye-laws and a meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.

113.

The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any other persons.

114.

All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.

115.

The Board on behalf of the Company may provide benefits, whether by the payment of gratuities or pensions or otherwise, for any person including any Director or former Director who has held any executive office or employment with the Company or with any body corporate which is or has been a subsidiary or affiliate of the Company or a predecessor in the business of the Company or of any such subsidiary or affiliate, and to any member of his family or any person who is or was dependent on him, and may contribute to any fund and pay premiums for the purchase or provision of any such gratuity, pension or other benefit, or for the insurance of any such person.

116.

The Board may from time to time appoint one or more of its body to hold any other employment or executive office with the Company for such period and upon such terms as the Board may determine and may revoke or terminate any such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Any person so appointed shall receive such remuneration (if any) (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and either in addition to or in lieu of his remuneration as a Director.

DELEGATION OF THE BOARD’S POWERS

117.

The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Bye-laws) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney and of such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

118.

The Board may entrust to and confer upon any Director or officer any of the powers exercisable by it upon such terms and conditions with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

119.

The Board may delegate any of its powers (including, without limitation, the power to sub-delegate), authorities and discretions to any person or to committees, consisting of such person or persons (whether a member or members of its body or not) as it thinks fit, provided that, where possible in accordance with these Bye-Laws, such committee shall not comprise of a person or a majority of persons who are resident in the United Kingdom. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed upon it by the Board.

120.	The Board may authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.

PROCEEDINGS OF THE BOARD

121.	The Board may meet for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit, provided that:

(a)

any physical meeting of the Board shall not take place in Norway or the United Kingdom;

(b)

for the purposes of any meeting of the Board or any committee of the Board held by electronic means in accordance with Bye-Law 130, the majority of Directors participating in the meeting (including the Chairman) shall not be physically located in the United Kingdom; and

(c)

for the purpose of any meeting of the Board or any committee of the Board held by electronic means in accordance with Bye-Law 130, the Board shall use all reasonable endeavors to ensure that no such meeting is deemed to be held in Norway

122.	Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board.

123.

Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or sent to him by post, cable, telex, telecopier, electronic means or other mode of representing or reproducing words in a legible and non-transitory form at his last known address or any other address given by him to the Company for this purpose.

124.

The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall a majority of the Board present in person or by proxy, provided that a quorum shall not be present unless a majority of the Directors present are neither resident in Norway nor physically located in or resident in the United Kingdom. Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

125.

A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Act and these Bye-laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present.

126.	So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting.

127.

128.	The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Bye-laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board.

129.

A Resolution in writing signed by (or in the case of a Corporate Director, on behalf of) all the Directors for the time being entitled to receive notice of a meeting of the Board or by all the members of a committee for the time being, which may be in counterparts, shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted, provided that a written resolution signed by any Director or member of a committee who is present in the United Kingdom at the time at which the resolution is signed by him will be invalid. Such Resolution in writing shall be effective on the date on which the Resolution is signed by (or in the case of a Corporate Director, on behalf of) the last Director.

130.

A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. A meeting of the Board or committee appointed by the Board held in the foregoing manner shall be deemed to take place at the place where the largest group of participating Directors or committee members has assembled or, if no such group exists, at the place where the chairman of the meeting participates which place shall, so far as reasonably practicable, be at the Registered Office of the Company or at an office of one of the group of companies of which the Company is a part, located outside of the United Kingdom. In no event shall the place where the largest group of participating Directors or committee members has assembled or, if no such group exists, the place where the chairman of the meeting participates, be located in the United Kingdom. The Board or relevant committee shall use its best endeavours to ensure that any such meeting is not deemed to have been held in Norway, and the fact that one or more Directors may be present at such teleconference by virtue of his being physically in Norway shall not deem such meeting to have taken place in Norway.

131.

All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised.

132.

A Corporate Director may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Director, and that Director shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

133.	Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at Board meetings on behalf of a Corporate Director.

OFFICERS

134.

The Board may appoint any person whether or not he is a Director to hold such office as the Board may from time to time determine. Any person elected or appointed pursuant to this Bye-law shall hold office for such period and upon such terms as the Board may determine and the Board may revoke or terminate any such election or appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such officer may have against the Company or the Company may have against such officer for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Save as provided in the Companies Act or these Bye-laws, the powers and duties of the officers of the Company shall be such (if any) as are determined from time to time by the Board.

MINUTES

135.	The Directors shall cause minutes to be made and books kept for the purpose of recording:

(a)

all appointments of officers made by the Directors;

(b)

the names of the Directors and other persons (if any) present at each meeting of Directors and of any committee;

(c)

of all proceedings at meetings of the Company, of the holders of any class of shares in the Company, and of committees;

(d)

of all proceedings of managers (if any).

SECRETARY AND RESIDENT REPRESENTATIVE

136.	The Secretary and Resident Representative, if necessary, shall be appointed by the Board at such remuneration (if any) and upon such terms as it may think fit and any Secretary or Resident Representative so appointed may be removed by the Board.

137.	The duties of the Secretary shall be those prescribed by the Companies Act together with such other duties as shall from time to time be prescribed by the Board.

138.	A provision of the Companies Act or these Bye-laws requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by it being done by or to the same person acting both as Director and as, or in the place of, the Secretary.

THE SEAL

139.	The Company may, but need not, have a Seal and one or more duplicate Seals for use in any place in or outside Bermuda.

140.	If the Company has a Seal it shall consist of a circular metal device with the name of the Company around the outer margin thereof and the country and year of incorporation across the centre thereof.

141.

The Board shall provide for the custody of every Seal, if any. A Seal shall only be used by authority of the Board or of a committee constituted by the Board. Subject to these Bye-laws, any instrument to which a Seal is affixed shall be signed by at least one Director or the Secretary, or by any person (whether or not a Director or the Secretary), who has been authorised either generally or specifically to attest to the use of a Seal.

142.	The Secretary, a Director or the Resident Representative may affix a Seal attested with his signature to certify the authenticity of any copies of documents.

DIVIDENDS AND OTHER PAYMENTS

143.

The Board may from time to time declare dividends or distributions out of contributed surplus to be paid to the Shareholders according to their rights and interests including such interim dividends as appear to the Board to be justified by the position of the Company. The Board may also pay any fixed dividend which is payable on any shares of the Company half yearly or on such other dates, whenever the position of the Company, in the opinion of the Board, justifies such payment.

144.	Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide:

(a)

all dividends or distributions out of contributed surplus may be paid according to the amounts paid up on the shares in respect of which the dividend or distribution is paid, and an amount paid up on a share in advance of calls may be treated for the purpose of this Bye-law as paid-up on the share;

(b)

dividends or distributions out of contributed surplus may be apportioned and paid pro rata according to the amounts paid-up on the shares during any portion or portions of the period in respect of which the dividend or distribution is paid.

145.	The Board may deduct from any dividend, distribution or other moneys payable to a Shareholder by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in respect of shares of the Company.

146.	No dividend, distribution or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

147.

Any dividend, distribution, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his address in the Register or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his registered address as appearing in the Register or addressed to such person at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first in the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company. Any one of two or more joint holders may give effectual receipts for any dividends, distributions or other moneys payable or property distributable in respect of the shares held by such joint holders.

148.

Any dividend or distribution out of contributed surplus unclaimed for a period of six years from the date of declaration of such dividend or distribution shall be forfeited and shall revert to the Company and the payment by the Board of any unclaimed dividend, distribution, interest or other sum payable on or in respect of the share into a separate account shall not constitute the Company a trustee in respect thereof.

RESERVES

149.

The Board may, before recommending or declaring any dividend or distribution out of contributed surplus, set aside such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose of the Company and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit. The Board may also without placing the same to reserve carry forward any sums which it may think it prudent not to distribute.

CAPITALISATION OF PROFITS

150.

The Board may capitalise any amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Shareholders.

151.

The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid shares of those Shareholders who would have been entitled to such amounts if they were distributed by way of dividend or distribution.

152.

Where any difficulty arises in regard to any distribution under Bye-law [150], the Board may settle the same as it thinks expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Shareholders.

RECORD DATES

153.

Notwithstanding any other provisions of these Bye-laws, the Company may be Resolution or the Board may fix any date as the record date for any dividend, distribution, allotment or issue and for the purpose of identifying the persons entitled to receive notices of and entitled to attend and vote at general meetings. Any such record date may be on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared, paid or made or such notice is despatched.

ACCOUNTING RECORDS

154.	The Board shall cause to be kept accounting records sufficient to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions, in accordance with the Companies Act.

155.

The records of account shall be kept at the Registered Office or at such other place or places as the Board thinks fit, and shall at all times be open to inspection by the Directors: PROVIDED that if the records of account are kept at some place outside Bermuda, there shall be kept at an office of the Company in Bermuda such records as will enable the Directors to ascertain with reasonable accuracy the financial position of the Company at the end of each three month period. No Shareholder (other than an officer of the Company) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorised by the Board or by Resolution.

156.

Save and to the extent that the same is waived in the manner permitted by the Companies Act, a copy of the financial statements which are to be laid before the Company in general meeting, together with a copy of the auditors’ report, shall be sent to each person entitled thereto in accordance with the requirements of the Companies Act. The Board may delegate to the Finance Officer responsibility for the proper maintenance and safe keeping of all of the accounting records of the Company and (subject to the terms of any resolution from time to time passed by the Board relating to the extent of the duties of the Finance Officer) the Finance Officer shall have primary responsibility for (a) the preparation of proper management accounts of the Company (at such intervals as may be required) and (b) the periodic delivery of such management accounts to the Registered Office in accordance with the Companies Act.

AUDIT

157.

Save and to the extent that an audit is waived in the manner permitted by the Companies Act, auditors shall be appointed and their duties regulated in accordance with the Companies Act, any other applicable law and such requirements not inconsistent with the Companies Act as the Board may from time to time determine.

ELECTRONIC COMMUNICATIONS

158.

It shall be a term of issue of each share in the Company that each Shareholder shall provide the Secretary with an email address for electronic communications by and with the Company and any notice or other document shall be deemed to be duly given to a Shareholder if it is delivered to such Shareholder by means of an Electronic Record in accordance with Section 2A of the Companies Act. A Shareholder may change such Shareholder’s address for electronic communications by sending a notice to the Secretary.

159.

The Company may establish an extranet or other similar facility (the “ Company Website ”) and publish on the Company Website the Company’s memorandum of association and Bye-laws, register of Shareholders, register of Directors and Officers, notices of Annual General Meeting and Special General Meeting, proxy and voting forms, Resolutions in writing proposed for execution by voting Shareholders, financial statements, prospectuses and circulars and any other documents of the Company required by the Companies Act to be provided to or accessible by Shareholders or which the Board wishes to make applicable to Shareholders.

160.

An email sent to a Shareholder at the email address for such Shareholder provided to the Company pursuant to these Bye-laws above notifying the Shareholder that the Company has published a document on the Company Website and which is otherwise in compliance with the provisions of Section 2A of the Companies Act shall constitute notice of publication of the document and the Company shall be deemed to have delivered the documents referred in the email to the Shareholder.

SERVICE OF NOTICES AND OTHER DOCUMENTS

161.

Any notice or other document (including a share certificate) may be served on or delivered to any Shareholder by the Company either personally or by sending it through the post (by airmail where applicable) in a pre-paid letter addressed to such Shareholder at his address as appearing in the Register or by delivering it to or leaving it at such registered address. In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes be deemed as sufficient service on or delivery to all the joint holders. Any notice or other document if sent by post shall be deemed to have been served or delivered seven days after it was put in the post, and in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post.

162.

Any notice of a general meeting of the Company shall be deemed to be duly given to a Shareholder if it is sent to him by cable, telex, telecopier or other mode of representing or reproducing words in a legible and non-transitory form at his address as appearing in the Register or any other address given by him to the Company for this purpose. Any such notice shall be deemed to have been served twenty-four hours after its despatch.

163.	Any notice or other document shall be deemed to be duly given to a Shareholder if it is delivered to such Shareholder by means of an Electronic Record in accordance with Section 2A of the Companies Act.

164.

Any notice or other document delivered, sent or given to a Shareholder in any manner permitted by these Bye-laws shall, notwithstanding that such Shareholder is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Shareholder as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed as sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

WINDING UP

165.

If the Company shall be wound up, the liquidator may, with the sanction of a Resolution of the Company and any other sanction required by the Companies Act, divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purposes set such values as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any shares or other assets upon which there is any liability.

INDEMNITY

166.

Subject to the provisions of Bye-law 171, no Director, Alternate Director, Officer, person or member of a committee authorised under these Bye-laws, Resident Representative of the Company or his heirs, executors or administrators shall be liable for any acts, receipts, neglects, or defaults of them, of any other such person or of any person involved in the formation of the Company, or for any loss or expense incurred by the Company through the insufficiency or deficiency of title to any property acquired by the Company, or for the insufficiency of deficiency of any security in or upon which any of the monies of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom any monies, securities, or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default, or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in relation to the execution of his duties, or supposed duties, to the Company or otherwise in relation thereto.

167.

Subject to the provisions of Bye-law 171, every Director, Alternate Director, Officer, person or member of a committee authorised under these Bye-laws, Resident Representative of the Company and their respective heirs, executors or administrators shall be indemnified and held harmless out of the funds of the Company to the fullest extent permitted by Bermuda law against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such Director, Alternate Director, Officer, person or committee member or Resident Representative and the indemnity contained in this Bye-law shall extend to any person acting as such Director, Alternate Director, Officer, person or committee member or Resident Representative in the reasonable belief that he has been so appointed or elected notwithstanding any defect in such appointment or election.

168.

Every Director, Alternate Director, Officer, person or member of a committee duly authorised under these Bye-laws, Resident Representative of the Company and their respective heirs, executors or administrators shall be indemnified out of the funds of the Company against all liabilities incurred by him as such Director, Alternate Director, Officer, person or committee member or Resident Representative in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application under the Companies Act in which relief from liability is granted to him by the court.

169.

To the extent that any Director, Alternate Director, Officer, person or member of a committee duly authorised under these Bye-laws, Resident Representative of the Company or any of their respective heirs, executors or administrators is entitled to claim an indemnity pursuant to these Bye-laws in respect of amounts paid or discharged by him, the relative indemnity shall take effect as an obligation of the Company to reimburse the person making such payment or effecting such discharge.

170.

The Board may arrange for the Company to be insured in respect of all or any part of its liability under the provision of these Bye-laws and may also purchase and maintain insurance for the benefit of any Directors, Alternate Directors, Officers, person or member of a committee authorised under these Bye-laws, employees or Resident Representatives of the Company in respect of any liability that may be incurred by them or any of them howsoever arising in connection with their respective duties or supposed duties to the Company. This Bye-law shall not be construed as limiting the powers of the Board to effect such other insurance on behalf of the Company as it may deem appropriate.

171.

Notwithstanding anything contained in the Companies Act, the Company may advance moneys to an Officer or Director for the costs, charges and expenses incurred by the Officer or Director in defending any civil or criminal proceedings against them on the condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty is proved against them.

172.

Subject to the provisions of Bye-law 171, each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director, Alternate Director, Officer, person or member of a committee authorised under these Bye-laws119, Resident Representative of the Company or any of their respective heirs, executors or administrators on account of any action taken by any such person, or the failure of any such person to take any action in the performance of his duties, or supposed duties, to the Company or otherwise in relation thereto.

173.	The restrictions on liability, indemnities and waivers provided for in these Bye-laws shall not extend to any matter which would render the same void pursuant to the Companies Act.

174.	The restrictions on liability, indemnities and waivers contained in these Bye-laws shall be in addition to any rights which any person concerned may otherwise be entitled by contract or as a matter of applicable Bermuda law.

CONTINUATION

175.	Subject to the Companies Act, the Company may with the approval of the Board by resolution adopted by a majority of Directors then in office, approve the discontinuation of the Company from Bermuda and the continuation of the Company in a jurisdiction outside Bermuda.

ALTERATION OF CONSTITUTIONAL DOCUMENTS

176.	These Bye-laws may be amended from time to time in the manner provided for in the Companies Act.

Exhibit 4.2

NEW SDRL LIMITED

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made and entered into as of April 17, 2018, by and among (i) New SDRL Limited, an exempted company limited by shares incorporated under the laws of Bermuda, with its registered office at Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM08, Bermuda and registered with the Bermuda Registrar of Companies under number 53439 (the “ Company ”), and (ii) the Holders (as defined below). The Company and the Holders are referred to collectively herein as the “ Parties .” Capitalized terms used herein have the meanings set forth in Section 1.

WITNESSETH:

WHEREAS, on September 12, 2017, Seadrill Limited and certain of its direct and indirect subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas Victoria Division (the “ Bankruptcy Court ”) initiating cases under chapter 11 of title 11 of the United States Code (the “ Bankruptcy Code ”);

WHEREAS, on April 17, 2018 the Bankruptcy Court entered an order confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Seadrill Limited and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (the “ Plan ”);

WHEREAS, on September 12, 2017, Seadrill Limited and certain of its subsidiaries entered into an investment agreement, as amended pursuant to that certain First Amendment to Investment Agreement, dated as of October 12, 2017, and that certain Amendment, Assignment and Joinder Agreement in Respect of Investment Agreement, dated February 26, 2018, and as may be further amended, restated, amended and restated, modified, or supplemented from time to time in accordance with the terms thereof (the “ Investment Agreement ”) with certain commitment parties thereunder, pursuant to which the Company, subject to the terms and conditions therein, agreed to (i) issue and sell common shares of the Company (“ New Common Shares ”) to such commitment parties on the Effective Date, and (ii) register the resale of such New Common Shares under the Securities Act and (iii) certain other resale registration terms and conditions set forth in the “Registration Rights Agreement Term Sheet” attached as a schedule to the Investment Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party, and intending to be legally bound, the Parties agree as follows:

1. Definitions . As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1 :

“ Acquired Equity Securities ” has the meaning set forth in the Investment Agreement.

“ Additional Commitment Parties ” means the funds and/or accounts that are managed, advised or sub-advised by each of Fintech Advisory Inc. and Asia Research & Capital Management Limited or such Person’s affiliate(s), in each case, that are signatories to the Investment Agreement.

“ Ad Hoc Group ” means, collectively, certain Persons who were, prior to the Effective Date, beneficial owners (or investment advisors, sub-advisors or managers for beneficial owners) of Unsecured Notes, and/or one or more of their respective Affiliates, related funds, managed accounts and/or designees, in each case that are signatories to the Investment Agreement and are designated as members of the Ad Hoc Group on Schedule I hereto;

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made (including any investment fund the primary investment advisor to which is such Person or an Affiliate thereof). For purposes of this definition, the term “ control ” (including the correlative meanings of the terms “ controlling ,” “ controlled by ” and “ under common control with ”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning set forth in the preamble.

“ Automatic Shelf Registration Statement ” means an “automatic shelf registration statement” as defined in Rule 405.

“ Bankruptcy Code ” has the meaning set forth in the recitals.

“ Bankruptcy Court ” has the meaning set forth in the recitals.

“ Barclays ” means the Distressed Trading Desk of Barclays Bank PLC.

“ beneficially owned ,” “ beneficial ownership ” and similar phrases have the same meanings as such terms have under Rule 13d-3 (or any successor rule then in effect) under the Exchange Act, except that in calculating the beneficial ownership of any Holder, such Holder shall be deemed to have beneficial ownership of all securities that such Holder has the right to acquire, whether such right is currently exercisable or is exercisable upon the occurrence of a subsequent event.

“ Board of Directors ” means the board of directors of the Company.

“ Bought Deal ” has the meaning set forth in Section 2(a)(iv) .

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York, New York.

“ Capital Stock ” means with respect to a corporation, any and all shares, interests or equivalents of capital stock of such corporation (whether voting or nonvoting and whether common or preferred) and any and all options, warrants and other securities that at such time are convertible into, or exchangeable or exercisable for, any such shares, interests or equivalents (including, without limitation, the New Common Shares or any note or debt security convertible into or exchangeable for New Common Shares).

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“ Centerbridge ” means Centerbridge Credit Partners L.P. (along with certain of its affiliates).

“ Commission ” means the U.S. Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act.

“ Company ” has the meaning set forth in the preamble.

“ Confidential Information ” has the meaning set forth in Section 2(i) .

“ Confirmation Date ” has the meaning set forth in Section 2(a)(i) .

“ Creditor Equity Rights Offering ” has the meaning set forth in the Investment Agreement.

“ Debt Commitment ” has the meaning set forth in the Investment Agreement.

“ Debt Rights Offering ” has the meaning set forth in the Investment Agreement.

“ Demand Notice ” has the meaning set forth in Section 2(b)(i) .

“ Demand Registration ” has the meaning set forth in Section 2(b)(i) .

“ Demand Registration Statement ” has the meaning set forth in Section 2(b)(i) .

“ Demand Request ” has the meaning set forth in Section 2(b)(i) .

“ DSME ” means Daewoo Shipbuilding & Marine Engineering Co., Ltd.

“ Due Diligence Information ” has the meaning set forth in Section 4(p) .

“ Effective Date ” means the effective date of the Plan.

“ Effectiveness Period ” has the meaning set forth in Section 2(b)(iv) .

“ End of Suspension Notice ” has the meaning set forth in Section 2(e) .

“ Equity Securities ” means New Common Shares.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“ FINRA ” means the Financial Industry Regulatory Authority or any successor regulatory authority agency.

“ Free Writing Prospectus ” means any “free writing prospectus” as defined in Rule 405.

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“ Form F-1 Shelf ” has the meaning set forth in Section 2(a)(i) .

“ Form F-3 Shelf ” has the meaning set forth in Section 2(a)(i) .

“ Granted Equity Securities ” has the meaning set forth in the Investment Agreement.

“ General Unsecured Claim ” has the meaning set forth in the Investment Agreement.

“ General Unsecured Claim Holder ” means Samsung or DSME, solely through its exercise of rights in the Debt Rights Offering, or any other holder of General Unsecured Claims solely through its exercise of rights in the Debt Rights Offering resulting in its acquisition of at least 1.0% of the outstanding Equity Securities on the Effective Date.

“ Hemen ” means Hemen Holding Limited, a Cyprus holding company with registration number HE87804 and Hemen Investments Limited, a Cyprus holding company with registration number HE371665, and any other holder of Registrable Securities that are either wholly-owned by a Trust or directly or indirectly by John Fredriksen.

“ Holder ” and “ Holder of Registrable Securities ” means each Person that is party to this Agreement on the date hereof (or who becomes a party hereto by executing a Joinder Agreement at any time on or prior to the Effective Date) and is listed on Schedule III hereto, and any other Person who hereafter becomes a party to this Agreement pursuant to Section 10(g) of this Agreement, or as an initial purchaser of Registrable Securities as contemplated by clause (d) of the definition thereof, by, among other things, executing a Joinder Agreement. A Person shall cease to be a Holder hereunder at such time as it ceases to beneficially own any Registrable Securities.

“ Holder Indemnified Persons ” has the meaning set forth in Section 8(a) .

“ Holders of a Majority of Included Registrable Securities ” means Holders of a majority of the Registrable Securities proposed to be included in a Demand Registration or Underwritten Shelf Takedown, as applicable, calculated in the case of any Registrable Securities that are convertible or exchangeable into New Common Shares, on the basis of the number of New Common Shares underlying such security. For the avoidance of doubt, only Registrable Securities held by Persons who are party to this Agreement as of the date hereof or who thereafter execute a Joinder Agreement in accordance with Section 10(g) shall be considered in calculating a majority of the Registrable Securities.

“ Indemnified Persons ” has the meaning set forth in Section 8(b) .

“ indemnifying party ” has the meaning set forth in Section 8(c) .

“ Initial Registration Statement Filing Date ” has the meaning set forth in Section 2(a)(i) .

“ Investment Agreement ” has the meaning set forth in the recitals.

“ Investors’ Counsel ” has the meaning set forth in Section 5 .

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“ Issuer Free Writing Prospectus ” means an issuer free writing prospectus, as defined in Rule 433, relating to an offer of the Registrable Securities.

“ Joinder Agreement ” has the meaning set forth in Section 10(g) .

“ Legend ” has the meaning set forth in Section 10(h) .

“ Lock-Up Agreement ” has the meaning set forth in Section 6(a) .

“ Lock-Up Period ” has the meaning set forth in Section 6(a) .

“ Losses ” has the meaning set forth in Section 8(a) .

“ Maximum Offering Size ” has the meaning set forth in Section 2(a)(v) .

“ NADL ” means North Atlantic Drilling Limited, an exempted company limited by shares incorporated under the laws of Bermuda, with its registered office at Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM08, Bermuda and registered with the Bermuda Registrar of Companies under number 45094.

“ New Common Shares ” has the meaning set forth in the recitals.

“ New Secured Notes ” has the meaning set forth in the Investment Agreement.

“ NSN Commitment Holders ” means each of Hemen, Centerbridge, the Select Commitment Parties, the Additional Commitment Parties, Barclays, each member of the Ad Hoc Group and their respective successors and assigns.

“ Opt-Out Request ” has the meaning set forth in Section 10(w) .

“ Other Registrable Securities ” means (a) New Common Shares (including New Common Shares beneficially owned as a result of, or issuable upon, the conversion, exercise or exchange of any other Capital Stock), (b) any securities issued or issuable with respect to, on account of or in exchange for New Common Shares, whether by share subdivision or consolidation, share dividend, bonus issue, recapitalization, merger, amalgamation, consolidation or other reorganization, charter amendment or otherwise and (c) any options, warrants or other rights to acquire, and any securities received as a dividend or distribution in respect of, any of the securities described in clauses (a) and (b) above, in each case beneficially owned by any Person who has rights to participate in any offering of securities by the Company pursuant to a registration rights agreement or other similar arrangement (other than this Agreement) with the Company or any direct or indirect parent of the Company relating to the New Common Shares.

“ Parties ” has the meaning set forth in the preamble.

“ Participating Qualified Holder ” has the meaning set forth in Section 2(a)(v) .

“ Percentage Allocation ” has the meaning set forth in Section 2(a)(v) .

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“ Person ” means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“ Piggyback Eligible Holders ” has the meaning set forth in Section 2(c)(i) .

“ Piggyback Notice ” has the meaning set forth in Section 2(c)(i) .

“ Piggyback Offering ” has the meaning set forth in Section 2(c)(i) .

“ Piggyback Registration ” has the meaning set forth in Section 2(c)(i) .

“ Piggyback Request ” has the meaning set forth in Section 2(c)(i) .

“ Plan ” has the meaning set forth in the recitals.

“ Priority Shares ” has the meaning set forth in Section 2(a)(v) .

“ Proceeding ” means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or known to the Company to be threatened.

“ Prospectus ” means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), all amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“ Public Offering ” means any sale or distribution to the public of Capital Stock of the Company pursuant to an offering registered under the Securities Act, whether by the Company, by Holders and/or by any other holders of the Company’s Capital Stock.

“ Qualified Holder ” means each of Hemen, Centerbridge, the Select Commitment Parties, Barclays, each member of the Ad Hoc Group and their respective successors and assigns.

“ Questionnaire ” has the meaning set forth in Section 2(a)(ii) .

“ Registrable Securities ” means each of the following: (a) any Equity Securities issued to the NSN Commitment Holders as contemplated by the Investment Agreement (including any Equity Securities owned by any of the NSN Commitment Holders as a result of, or issuable upon, the conversion, exchange or exercise of rights, options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) such Equity Securities; (b) any other Equity Securities acquired or owned by any of the NSN Commitment Holders prior to the effectiveness of the Shelf Registration Statement, or acquired or owned by any of the NSN Commitment Holders after the effectiveness of the Shelf Registration Statement if such NSN Commitment Holder is then an

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Affiliate of the Company, (c) any Equity Securities issued or issuable to any of the NSN Commitment Holders with respect to the securities referred to in clauses (a) and (b) of this definition by way of stock or unit dividend or stock or unit split or in connection with a combination of shares or units, recapitalization, merger, amalgamation, consolidation or other reorganization or otherwise and any Equity Securities, as the case may be, issuable upon conversion, exercise or exchange thereof, and (d) any Equity Securities issued to either Samsung or DSME, solely through its exercise of rights in the Debt Rights Offering, or to any other holder of General Unsecured Claims solely through its exercise of rights in the Debt Rights Offering resulting in its acquisition of at least 1.0% of the outstanding Equity Securities on the Effective Date; provided that any such Registrable Securities shall cease to be Registrable Securities when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities are sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities as permitted under Section 10(g) hereof, (iii) the date on which such Registrable Securities have been disposed of pursuant to Rule 144, (iv) in the case of Registrable Securities held by General Unsecured Claim Holders other than Samsung or DSME, the date on which such Registrable Securities may be disposed of pursuant to Rule 144 without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) or (v) the date on which such Registrable Securities cease to be outstanding.

“ Registration Expenses ” has the meaning set forth in Section 5 .

“ Registration Statement ” means a registration statement of the Company filed with or to be filed with the Commission under the Securities Act and other applicable law, including an Automatic Shelf Registration Statement, and including any Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Regulation S ” means Regulations S under the Securities Act.

“ Related Party ” has the meaning set forth in Section 10(s) .

“ Representatives ” means, with respect to any Person, such Person’s directors, officers, members, partners, limited partners, general partners, shareholders, subsidiaries, managed accounts or funds, managers, management company, investment manager, affiliates, principals, employees, agents, investment bankers, attorneys, accountants, advisors, consultants, fund advisors, financial advisor and other professionals of such Person, in each case, in such capacity, serving on or after the date of this Agreement.

“ road show ” has the meaning set forth in Section 8(a) .

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

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“ Rule 144A ” means Rule 144A promulgated by the Commission pursuant to the Securities Act, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 158 ” means Rule 158 promulgated by the Commission pursuant to the Securities Act, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 405 ” means Rule 405 promulgated by the Commission pursuant to the Securities Act, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 433 ” means Rule 433 promulgated by the Commission pursuant to the Securities Act, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Sale Transaction ” has the meaning set forth in Section 6(a) .

“ Samsung ” means Samsung Heavy Industries Co., Ltd.

“ Seadrill Limited ” means Seadrill Limited, an exempted company limited by shares incorporated under the laws of Bermuda on 10 May 2005 and registered with the Bermuda Registrar of Companies under number 36832.

“ Seasoned Issuer ” means an issuer eligible to use a registration statement on Form F-3 under the Securities Act and who is not an “ineligible issuer” as defined in Rule 405 promulgated by the Commission pursuant to the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“ Select Commitment Parties ” means, collectively, certain funds and/or accounts that are managed, advised or sub-advised by each of Aristeia Capital L.L.C., GLG Partners LP, Saba Capital Management LP and Whitebox Advisors, LLC or such Person’s affiliate(s), in each case, that are signatories to the Investment Agreement and are designated as members of the Select Commitment Parties on Schedule II hereto.

“ Selling Expenses ” means all underwriting fees, discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and related legal and other fees of a Holder not included within the definition of Registration Expenses.

“ Shelf Period ” has the meaning set forth in Section 2(a)(i) .

“ Shelf Registrable Securities ” has the meaning set forth in Section 2(a)(iv) .

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“ Shelf Registration ” means the registration of an offering of Registrable Securities on a Form F-1 Shelf or a Form F-3 Shelf, as applicable, on a delayed or continuous basis under Rule 415 under the Securities Act, pursuant to Section 2(a)(i) .

“ Shelf Registration Statement ” has the meaning set forth in Section 2(a)(i) .

“ Shelf Takedown Notice ” has the meaning set forth in Section 2(a)(iv) .

“ Shelf Takedown Request ” has the meaning set forth in Section 2(a)(iv) .

“ Structuring Fee ” has the meaning set forth in the Investment Agreement.

“ Subsidiary ” means, when used with respect to any Person, any corporation or other entity, whether incorporated or unincorporated, (a) of which such Person or any other Subsidiary of such Person is a general partner (excluding partnerships, the general partnership interests of which held by such Person or any Subsidiary of such Person do not have a majority of the voting interests in such partnership) or (b) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other entity is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

“ Suspension Notice ” has the meaning set forth in Section 2(e) .

“ Suspension Period ” has the meaning set forth in Section 2(e) .

“ Trading Market ” means the principal national securities exchange in the United States on which Registrable Securities are (or are to be) listed.

“ Trust ” means any trust created for the benefit of John Fredriksen, his direct lineal descendants and/or the personal estate of any of the aforementioned persons and their estates.

“ Underwritten Demand ” means a Demand Registration conducted as an underwritten Public Offering.

“ Underwritten Shelf Takedown ” has the meaning set forth in Section 2(a)(iii) .

“ Unsecured Notes ” means, collectively, each of the following series:

(a) the following series of United States dollar-denominated notes:

(i) US$1,000,000,000 5 ⁵ / ₈ % Senior Notes issued by Seadrill Limited due 2017;

(ii) US$500,000,000 6 ¹ ⁄ ₈ % Senior Notes issued by Seadrill Limited due 2020; and

(iii) US$600,000,000 6.25% Senior Notes issued by NADL due 2019; and

(b) the following series of Norwegian or Swedish krone-denominated notes:

(i) the FRN Seadrill Senior Unsecured Bond Issue 2013/2018 dated 11 March 2013 (ISIN NO 001 067314.8);

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(ii) the FRN Seadrill Senior Unsecured Bond Issue 2013/2019 dated 17 March 2014 (ISIN NO 001 070579.1); and

(iii) the FRN North Atlantic Drilling Limited Bond Issue 2013/2018 dated 13 February 2015 (ISIN NO 001 069241.1), guaranteed by the Company.

“ WKSI ” means a “well known seasoned issuer” as defined under Rule 405 and which (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also a Seasoned Issuer.

2. Registration .

(a) Shelf Registration.

(i) Filing of Shelf Registration Statement . The Company shall use commercially reasonable efforts to file an initial Registration Statement on Form F-1 with the Commission within five (5) Business Days (the “ Initial Registration Statement Filing Date ”) following the date of the entry of the confirmation order of the Bankruptcy Court confirming the Plan (the “ Confirmation Date ”), to the extent permitted by the Commission’s rules and regulations, which registration statement shall cover the sale, resale or other distribution of all of the Registrable Securities beneficially owned by the Holders on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of the Registrable Securities (the “ Form F-1 Shelf ”). The Company shall use commercially reasonable efforts to have the Form F-1 Shelf declared effective by the Commission and to effectuate the transactions set forth in this Agreement as soon as reasonably practicable following the Initial Registration Statement Filing Date. After the Company becomes a Seasoned Issuer or WKSI or otherwise becomes eligible to use Form F-3, the Company shall use commercially reasonable efforts to convert the Form F-1 Shelf to a Registration Statement on Form F-3 (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all of the Registrable Securities beneficially owned by the Holders on a delayed or continuous basis (the “ Form F-3 Shelf ” and, together with the Form F-1 Shelf, the “ Shelf Registration Statement ”) (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as reasonably practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form F-1 Shelf is converted to a Form F-3 Shelf and the Company thereafter becomes ineligible to use Form F-3, by using commercially reasonable efforts to file a Form F-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and

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using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof and thereafter use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by the Shelf Registration Statement are no longer Registrable Securities (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “ Shelf Period ”). The Company shall notify each of the Holders named in the Shelf Registration Statement, via e-mail in accordance with Section 10(f) , of the effectiveness of a Form F-1 Shelf on the same Business Day as effectiveness is obtained. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B hereto.

(ii) Holder Information . Notwithstanding any other provision hereof, no Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and the Holder furnishes to the Company a fully completed notice and questionnaire in the form attached hereto as Exhibit C (the “ Questionnaire ”) and such other information in writing as the Company may reasonably request in writing for use in connection with the Shelf Registration Statement or Prospectus included therein and in any application to be filed with or under state securities laws. In order to be named as a selling securityholder in the Shelf Registration Statement at the time it is first made available for use, each Holder must furnish the completed Questionnaire and such other information that the Company may reasonably request in writing, if any, to the Company in writing no later than the fifth Business Day prior to the Effective Date; provided that any Holder providing a completed Questionnaire within that time period may provide updated information regarding such Holder’s beneficial ownership and the number of shares requested to be included up to the second Business Day prior to such effective date. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading.

(iii) Underwritten Shelf Takedown . At any time during the Shelf Period (subject to any Suspension Period), each Qualified Holder may request to sell all or any portion of its Registrable Securities in an underwritten Public Offering (including Bought Deals) that is registered pursuant to the Shelf Registration Statement (each, an “ Underwritten Shelf Takedown ”); provided that the Company shall not be obligated to effect (x) more than four (4) Underwritten Shelf Takedowns (together with any Demand Registrations) in any 12-month period; or (y) any Underwritten Shelf Takedown if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) therefor, is less than $50 million as of the date the Company receives a Shelf Takedown Request; provided , further, however, that no Qualified Holder shall be entitled to request an Underwritten Shelf Takedown unless such Qualified Holder holds at least 5% of the outstanding Equity Securities, calculated at the time of such demand, but shall be entitled to piggyback registration rights as set forth in Section 2(c).

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(iv) Notice of Underwritten Shelf Takedown . All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (the “ Shelf Takedown Request ”). Each Shelf Takedown Request shall specify the approximate number of New Common Shares to be sold in the Underwritten Shelf Takedown with the aggregate proceeds expected to be received from the sale of such New Common Shares, in the good faith judgment of the requesting Qualified Holder(s), of at least $50 million. Subject to Section 2(e) below, after receipt of any Shelf Takedown Request, the Company shall give written notice (the “ Shelf Takedown Notice ”) of such requested Underwritten Shelf Takedown (which notice shall state the material terms of such proposed Underwritten Shelf Takedown, to the extent known) to all other Holders of Registrable Securities that have Registrable Securities registered for sale under a Shelf Registration Statement and that have requested to receive such notices (“ Shelf Registrable Securities ”). Such notice shall be given not more than ten (10) Business Days and not less than five (5) Business Days, in each case prior to the expected date of commencement of marketing efforts (as reasonably determined by the managing underwriter(s)) for such Underwritten Shelf Takedown. Subject to Section 2(a)(v) , the Company shall include in such Underwritten Shelf Takedown all Shelf Registrable Securities that are New Common Shares with respect to which the Company has received written requests for inclusion therein within (x) in the case of a “block trade”, “bought deal” or “overnight transaction” (a “ Bought Deal ”), two (2) Business Days; and (y) in the case any other Underwritten Shelf Takedown, five (5) Business Days, in each case after delivery of the Shelf Takedown Notice. For the avoidance of doubt, the Company shall not be required to provide a Shelf Takedown Notice with respect to a Public Offering utilizing a Shelf Registration Statement other than an Underwritten Shelf Takedown and Holders shall not have rights to participate therein under this Section 2(a)(iv) .

(v) Priority of Registrable Shares . If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Shelf Registrable Securities proposed to be included in such Underwritten Shelf Takedown that in their reasonable view the number of Shelf Registrable Securities proposed to be included in such Underwritten Shelf Takedown exceeds the number of Shelf Registrable Securities which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a Majority of Included Registrable Securities requested to be included in the Underwritten Shelf Takedown (the “ Maximum Offering Size ”), then the Company shall promptly give written notice to all Holders of Shelf Registrable Securities proposed to be included in such Underwritten Shelf Takedown of such Maximum Offering Size, and shall include in such Underwritten Shelf Takedown the number of Shelf Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) first, (1) in connection with one or more Underwritten Shelf Takedowns (taken together with any Underwritten Demands or Piggyback Offerings) to the extent relating to the first $200 million (which number shall be reduced on a dollar for dollar basis by the dollar amount of New Common Shares subscribed for and purchased in the Creditor Equity Rights Offering), in the aggregate, of Registrable Securities (collectively, the “ Priority Shares ”), the Shelf Registrable Securities requested to be included in such Underwritten Shelf Takedown by the Holders of such Shelf Registrable Securities, allocated, if necessary for the offering not to exceed the Maximum Offering Size, as follows: (i) Hemen shall be entitled to 44% of the Shelf Registrable Securities requested to be included in such Underwritten Shelf Takedown, (ii) Centerbridge shall be entitled to 6% of the Shelf Registrable Securities requested to be included in such Underwritten Shelf Takedown, (iii) the Select Commitment Parties collectively shall be entitled to 34% of the Shelf Registrable

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Securities requested to be included in such Underwritten Shelf Takedown and individually as set forth on Schedule II , (iv) Barclays shall be entitled to 1% of the Shelf Registrable Securities requested to be included in such Underwritten Shelf Takedown, and (v) the Ad Hoc Group collectively shall be entitled to 15% of the Shelf Registrable Securities requested to be included in such Underwritten Shelf Takedown, and individually as set forth on Schedule I (each such percentage allocated to a Qualified Holder, a “ Percentage Allocation ”); provided, however, that to the extent one or more Qualified Holders does not participate in an Underwritten Shelf Takedown then the percentage of Priority Shares that may be sold by each Qualified Holder participating in such Underwritten Shelf Takedown up to the Maximum Offering Size (a “ Participating Qualified Holder ”) shall be equal to the quotient of (x) the Percentage Allocation of such Participating Qualified Holder divided by (y) the aggregate Percentage Allocation of the Participating Qualified Holders; and (2) in connection with one or more Underwritten Shelf Takedowns (taken together with any Underwritten Demands or Piggyback Offering) relating to Registrable Securities following the Priority Shares, the Shelf Registrable Securities requested to be included in such Underwritten Shelf Takedown by the NSN Commitment Holders of such Shelf Registrable Securities, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such NSN Commitment Holders on the basis of the aggregate principal amount of New Secured Notes held by each such NSN Commitment Holder pursuant to their Debt Commitments; (B) second, the Shelf Registrable Securities requested to be included in such Underwritten Shelf Takedown by any General Unsecured Claim Holders of such Shelf Registrable Securities, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the aggregate amount of Registrable Securities held by each such Holder on the Effective Date, (C) third, any securities proposed to be offered by the Company and (D) fourth, Other Registrable Securities requested to be included in such Underwritten Shelf Takedown to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder. For the avoidance of doubt, no Registrable Securities held by General Unsecured Claim Holders may be included in an Underwritten Shelf Takedown prior to the inclusion of all of the Priority Shares requested to be included in such Underwritten Shelf Takedown (or any Piggyback Offering or Underwritten Demand).

(vi) Restrictions on Timing of Underwritten Shelf Takedowns . The Company shall not be obligated to effect an Underwritten Shelf Takedown within sixty (60) days (or such longer period specified in any applicable lock-up agreement entered into with underwriters) after the consummation of a previous Underwritten Shelf Takedown or Demand Registration. For the avoidance of doubt, if an Underwritten Shelf Takedown or a Demand Registration is commenced but not consummated due to a suspension of sales by the Company pursuant to Section 2(e), the restriction in the foregoing sentence shall not apply.

(vii) Selection of Bankers and Counsel . The Holders of a Majority of Included Registrable Securities requested to be included in an Underwritten Shelf Takedown shall have the right to: (A) select the investment banker(s) and manager(s) to administer the offering (which shall consist of one (1) or more reputable nationally recognized investment banks, subject to the Company’s approval (which shall not be unreasonably withheld, conditioned or delayed) and one (1) firm of legal counsel to represent all of the Holders (along with any reasonably necessary local counsel)), in connection with such Underwritten Shelf Takedown, and (B) determine the price, underwriting discount and other financial terms of the related underwriting agreement for the Registrable Securities included in such Underwritten Shelf Takedown.

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(viii) Withdrawal from Registration . Any Holder whose Registrable Securities were to be included in any such registration pursuant to Section 2(a) may elect to withdraw any or all of its Registrable Securities therefrom, without liability to any of the other Holders and without prejudice to the rights of any such Holder or Holders to include Registrable Securities in any future registration (or registrations), by written notice to the Company delivered at any time on or prior to the Business Day prior to the effective date of the relevant Registration Statement or the execution of the underwriting agreement entered into in connection therewith, as applicable.

(ix) WKSI Filing . Upon the Company first becoming a WKSI, if requested by a Qualified Holder with securities registered on an existing Shelf Registration Statement, the Company will convert such existing Shelf Registration Statement to an Automatic Shelf Registration Statement.

(b) Demand Registration .

(i) If the Company (i) is in violation of its obligation to file a Shelf Registration Statement pursuant to Section 2(a) or (ii) following the effectiveness of the Shelf Registration Statement contemplated by Section 2(a) , thereafter ceases to have an effective Shelf Registration Statement during the Shelf Period (other than during any Suspension Period), subject to the terms and conditions of this Agreement (including Section 2(b)(iii) ), upon written notice to the Company (a “ Demand Request ”) delivered by a Qualified Holder that holds at least 5% of the outstanding Equity Securities, calculated at the time of such demand, requesting that the Company effect the registration (a “ Demand Registration ”) under the Securities Act of any or all of the Registrable Securities beneficially owned by such Qualified Holder(s), the Company shall give a notice of the receipt of such Demand Request (a “ Demand Notice ”) to all other Holders of Registrable Securities (which notice shall state the material terms of such proposed Demand Registration, to the extent known). Such Demand Notice shall be given not more than ten (10) Business Days and not less than five (5) Business Days, in each case prior to the expected date of the public filing of the registration statement (the “ Demand Registration Statement ”) for such Demand Registration. Subject to the provisions of Section 2(a)(iii) and Section 2(e) below, the Company shall file the Demand Registration Statement and use its commercially reasonable efforts to effect, as soon as reasonably practicable, the registration under the Securities Act and under the applicable state securities laws and include in such Demand Registration Statement all Registrable Securities that are New Common Shares with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the later of (i) the Company delivering the Demand Notice to Holders of Registrable Securities and (ii) five (5) Business Days prior to the actual public filing of the Demand Registration Statement. Nothing in this Section 2(b) shall relieve the Company of its obligations under Section 2(a) .

(ii) Demand Registration Using Form F-3 . The Company shall effect any requested Demand Registration using a Registration Statement on Form F-3 whenever the Company is a Seasoned Issuer or a WKSI, and shall use an Automatic Shelf Registration Statement if it is a WKSI.

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(iii) Limitations on Demand Registrations . The Company shall not be obligated to effect (x) more than four (4) Demand Registrations (together with any Underwritten Shelf Takedowns) in any consecutive 12-month period; or (y) any Demand Registration if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Demand Registration, in the good faith judgment of the managing underwriter(s) therefor (or the Company if such Demand Registration is not underwritten), is less than $50 million as of the date the Company receives a Demand Request. No Qualified Holder shall be entitled to a Demand Request unless such Qualified Holder holds at least 5% of the outstanding Equity Securities, calculated at the time of such demand, but shall be entitled to piggyback registration rights as set forth in Section 2(c) . The Company shall not be obligated to effect a Demand Registration within sixty (60) days (or such longer period specified in any applicable lock-up agreement entered into with underwriters) after the consummation of a previous Underwritten Shelf Takedown or Demand Registration. For the avoidance of doubt, if an Underwritten Shelf Takedown or a Demand Registration is commenced but not consummated due to a suspension of sales by the Company pursuant to Section 2(e) , the restriction in the foregoing sentence shall not apply.

(iv) Effectiveness of Demand Registration Statement . The Company shall use its commercially reasonable efforts to have the Demand Registration Statement declared effective by the Commission and keep the Demand Registration Statement continuously effective under the Securities Act for the period of time necessary for the underwriters or Holders to sell all the Registrable Securities covered by such Demand Registration Statement or such shorter period which will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the Demand Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder) (the “ Effectiveness Period ”). A Demand Registration shall not be deemed to have occurred (A) if the Registration Statement is withdrawn without becoming effective, (B) if the Registration Statement does not remain effective in compliance with the provisions of the Securities Act and the laws of any state or other jurisdiction applicable to the disposition of the Registrable Securities covered by such Registration Statement for the Effectiveness Period, (C) if, after it has become effective, such Registration Statement is subject to any stop order, injunction or other order or requirement of the Commission or other governmental or regulatory agency or court for any reason other than a violation of applicable law solely by any selling Holder and has not thereafter become effective, (D) in the event of an Underwritten Demand, if the conditions to closing specified in the underwriting agreement entered into in connection with such registration are not satisfied or waived other than solely by reason of some act or omission by a Qualified Holder, or (E) if the number of Registrable Securities included on the applicable Registration Statement is reduced in accordance with Section 2(b)(v) such that less than 66 2/3% of the Registrable Securities of the Holders of Registrable Securities who sought to be included in such registration are so included in such Registration Statement.

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(v) Priority of Registration . Notwithstanding any other provision of this Section 2(b) , if (A) a Demand Registration is an Underwritten Demand and (B) the managing underwriters advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering and any securities that the Company or any other Person proposes to be included that are not Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Underwritten Demand, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) first, (1) in connection with one or more Underwritten Demands (taken together with any Underwritten Shelf Takedowns or Piggyback Offerings) to the extent relating to the Priority Shares, the Registrable Securities requested to be included in such Underwritten Demand by the Holders of such Shelf Registrable Securities, allocated, if necessary for the offering not to exceed the Maximum Offering Size, as follows: (i) Hemen shall be entitled to 44% of the Registrable Securities requested to be included in such Underwritten Demand, (ii) Centerbridge shall be entitled to 6% of the Registrable Securities requested to be included in such Underwritten Demand, (iii) the Select Commitment Parties collectively shall be entitled to 34% of the Registrable Securities requested to be included in such Underwritten Demand, and individually as set forth on Schedule II , (iv) Barclays shall be entitled to 1% of the Registrable Securities requested to be included in such Underwritten Demand, and (v) the Ad Hoc Group collectively shall be entitled to 15% of the Registrable Securities requested to be included in such Underwritten Demand, and individually as set forth on Schedule I ; provided, however, that to the extent one or more Qualified Holders does not participate in an Underwritten Demand then the percentage of Priority Shares that may be sold by each Participating Qualified Holder up to the Maximum Offering Size shall be equal to the quotient of (x) the Percentage Allocation of such Participating Qualified Holder divided by (y) the aggregate Percentage Allocation of the Participating Qualified Holders; and (2) in connection with one or more Underwritten Demands (taken together with any Underwritten Shelf Takedowns or Piggyback Offerings) relating to Registrable Securities following the Priority Shares, the Registrable Securities requested to be included in such Underwritten Demand by the NSN Commitment Holders of such Registrable Securities, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such NSN Commitment Holders on the basis of the aggregate principal amount of New Secured Notes held by each such Holder pursuant to their Debt Commitments; (B) second, the Registrable Securities requested to be included in such Underwritten Demand by any General Unsecured Claim Holders of such Registrable Securities, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the aggregate amount of Registrable Securities held by each such Holder on the Effective Date, (C) third, any securities proposed to be offered by the Company, and (D) fourth, Other Registrable Securities requested to be included in such Underwritten Demand to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder. For the avoidance of doubt, no Registrable Securities held by General Unsecured Claim Holders may be included in an Underwritten Demand prior to the inclusion of all of the Priority Shares requested to be included in such Underwritten Demand (or any Piggyback Offering or Underwritten Shelf Takedown).

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(vi) Underwritten Demand . The determination of whether any Public Offering of Registrable Securities pursuant to a Demand Registration will be an Underwritten Demand shall be made in the sole discretion of the Holders of a Majority of Included Registrable Securities, and such Holders of a Majority of Included Registrable Securities included in such Underwritten Demand shall have the right to (A) determine the plan of distribution, the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees and other financial terms, and (B) select the investment banker(s) and manager(s) to administer the offering, including the lead managing underwriter(s) (which shall consist of one (1) or more reputable nationally recognized investment banks, subject to the Company’s approval (which shall not be unreasonably withheld, conditioned or delayed)) and one (1) firm of legal counsel to represent all of the Holders (along with any reasonably necessary local counsel), in connection with such Demand Registration.

(vii) Withdrawal of Registrable Securities . Any Holder whose Registrable Securities were to be included in any such registration pursuant to Section 2(b) may elect to withdraw any or all of its Registrable Securities therefrom, without liability to any of the other Holders and without prejudice to the rights of any such Holder to include Registrable Securities in any future registration (or registrations), by written notice to the Company delivered on or prior to the Business Day prior to the effective date of the relevant Demand Registration Statement.

(i) Registration Statement on behalf of the Company . If at any time the Company proposes to file a Registration Statement or conduct an Underwritten Shelf Takedown, other than a Shelf Registration pursuant to Section 2(a) or a Demand Registration pursuant to Section 2(b) , in connection with an underwritten Public Offering of Capital Stock (other than registrations on Form S-8 or Form S-4) (a “ Piggyback Offering ”), and the registration form to be used may be used for the registration of Registrable Securities, the Company shall give prompt written notice (the “ Piggyback Notice ”) to all Holders (collectively, the “ Piggyback Eligible Holders ”) of the Company’s intention to conduct such underwritten Public Offering. The Piggyback Notice shall be given, (i) in the case of a Piggyback Offering that is an Underwritten Shelf Takedown, not earlier than ten (10) Business Days and not less than five (5) Business Days, in each case under this clause (i), prior to the expected date of commencement of marketing efforts for such Underwritten Shelf Takedown; or (ii) in the case of any other Piggyback Registration, not less than five (5) Business Days after the public filing of such Registration Statement. The Piggyback Notice shall offer the Piggyback Eligible Holders the opportunity to include for registration in such Piggyback Offering the number of Registrable Securities of the same class and series as those proposed to be registered as they may request, subject to Section 2(c)(ii) (a “ Piggyback Registration ”). Subject to Section 2(c)(ii) , the Company shall include in each such Piggyback Offering such Registrable Securities constituting New Common Shares for which the Company has received written requests (each, a “ Piggyback Request ”) for inclusion therein from Piggyback Eligible Holders within (x) in the case of a Bought Deal, two (2) Business Days; (y) in the case any other Underwritten Shelf Takedown,

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three (3) Business Days; or (z) otherwise, five (5) Business Days, in each case after the date of the Company’s notice; provided that the Company may not commence marketing efforts for such Public Offering until such periods have elapsed and the inclusion of all such securities so requested, subject to Section 2(c)(ii) . If a Piggyback Eligible Holder decides not to include all of its Registrable Securities in any Piggyback Offering thereafter filed by the Company, such Piggyback Eligible Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Piggyback Offerings or Registration Statements as may be filed by the Company with respect to offerings of Registrable Securities, all upon the terms and conditions set forth herein. The Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register pursuant to the Piggyback Requests, to the extent required to permit the disposition of the Registrable Securities so requested to be registered. There is no limitation on the number of Piggyback Registrations pursuant to this paragraph that the Company is required to effect.

(ii) Priority of Registration . If the managing underwriter or managing underwriters of such Piggyback Offering made on behalf of the Company advise the Company and the Piggyback Eligible Holders in writing that, in their reasonable view the amount of securities requested to be included in such registration (including Registrable Securities requested by the Piggyback Eligible Holders to be included in such offering and Other Registrable Securities) exceeds the Maximum Offering Size (which, for the purposes of a Piggyback Registration shall be within a price range acceptable to the Company), then the Company shall so advise all Piggyback Eligible Holders with Registrable Securities proposed to be included in such Piggyback Registration, and shall include in such offering the number which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) first, any securities proposed to be offered by the Company; (B) second, in connection with one or more Piggyback Offerings (taken together with any Underwritten Shelf Takedowns or Underwritten Demands) to the extent relating to the Priority Shares, the Registrable Securities requested to be included in such Piggyback Registration by the Holders of such Registrable Securities, allocated, if necessary for the offering not to exceed the Maximum Offering Size, allocated as follows: (i) Hemen shall be entitled to 44% of the Registrable Securities in such Piggyback Offering, (ii) Centerbridge shall be entitled to 6% of the Registrable Securities in such Piggyback Offering, (iii) the Select Commitment Parties collectively shall be entitled to 34% of the Registrable Securities in such Piggyback Offering, and individually as set forth on Schedule II , (iv) Barclays shall be entitled to 1% of the Registrable Securities in such Piggyback Offering, and (v) the Ad Hoc Group collectively shall be entitled to 15% of the Registrable Securities in such Piggyback Offering, and individually as set forth on Schedule I ; provided, however, that to the extent one or more Qualified Holders does not participate in a Piggyback Offering then the percentage of Priority Shares that may be sold by each Participating Qualified Holder up to the Maximum Offering Size shall be equal to the quotient of (x) the Percentage Allocation of such Participating Qualified Holder divided by (y) the aggregate Percentage Allocation of the Participating Qualified Holders; (C) third, in connection with one or more Piggyback Offerings (taken together with any Underwritten Shelf Takedowns or Underwritten Demands) relating to Registrable Securities following the Priority Shares, the Registrable Securities requested to be included in such Piggyback Offering by NSN Commitment Holders of such Registrable Securities, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such NSN Commitment Holders on the basis of the number of Registrable Securities

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then held by each such NSN Commitment Holder; (D) fourth, the Registrable Securities requested to be included in such Piggyback Offering by General Unsecured Claim Holders of such Registrable Securities, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the number of Registrable Securities then held by each such Holder and (E) fifth, Other Registrable Securities requested to be included in such Registration Statement or such Shelf Takedown to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, as agreed among the Company and such respective holders of such Other Registrable Securities. All Piggyback Eligible Holders requesting to be included in the Piggyback Registration must sell their Registrable Securities to the underwriters selected as provided in Section 2(c)(iv) on the same terms and conditions as apply to the Company. For the avoidance of doubt, no Registrable Securities held by General Unsecured Claim Holders may be included in a Piggyback Offering prior to the inclusion of all of the Priority Shares requested to be included in such Piggyback Offering (or any Underwritten Shelf Takedown or Underwritten Demand).

(iii) Withdrawal from Registration . The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2(c) , whether or not any Piggyback Eligible Holder has elected to include Registrable Securities in such Registration Statement, without prejudice, however, to the right of the Holders immediately to request that such registration be effected as a registration under Section 2(b) to the extent permitted thereunder and subject to the terms set forth therein. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 5 hereof. Any Holder that has elected to include Registrable Securities in a Piggyback Offering may elect to withdraw such Holder’s Registrable Securities by written notice to the Company delivered at any time on or prior to the Business Day prior to effective date of the relevant Registration Statement or the execution of the underwriting agreement entered into in connection therewith, as applicable.

(iv) Selection of Bankers and Counsel . If a Piggyback Registration pursuant to this Section 2(c) involves an underwritten Public Offering initiated by the Company, the Company shall have the right to (A) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees and (B) select the investment banker(s) and manager(s) to administer the Public Offering, including the lead managing underwriter(s) (each of which shall be reputable nationally recognized investment banks, subject to the Holders of a Majority of Included Registrable Securities’ approval (which approval shall not be unreasonably withheld, conditioned or delayed)). Holders of a Majority of Included Registrable Securities included in such underwritten Public Offering shall have the right to select one (1) firm of legal counsel to represent all of the Holders (along with any reasonably necessary local counsel), in connection with such Piggyback Registration.

(v) Effect of Piggyback Registration . No registration effected under this Section 2(c) shall relieve the Company of its obligations to effect any registration of the offer and sale of Registrable Securities upon request under Section 2(a) or Section 2(b) hereof and no registration effected pursuant to this Section 2(c) shall be deemed to have been effected pursuant to Section 2(a) or Section 2(b) hereof.

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(d) Notice Requirements . Any Demand Request, Piggyback Request or Shelf Takedown Request shall (i) specify the maximum number or class or series of Registrable Securities intended to be offered and sold by the Holder making the request, (ii) express such Holder’s bona fide intent to offer up to such maximum number of Registrable Securities for distribution, (iii) describe the nature or method of the proposed offer and sale of Registrable Securities (to the extent applicable), and (iv) contain the undertaking of such Holder to provide all such information and materials and take all action as may reasonably be required in order to permit the Company to comply with all applicable requirements in connection with the registration of such Registrable Securities.

(e) Suspension Period . Notwithstanding any other provision of this Section 2 , the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) if the Company’s Board of Directors reasonably believes (with the advice of competent counsel expert in such matters) that any such registration or offering would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company’s Board of Directors reasonably believes in good faith that such disclosures at that time would not be in the Company’s best interests (a “ Suspension Period ”); provided , however , that the Suspension Period shall continue to apply only during the time in which (i) such material nonpublic information has not been disclosed and remains material and (ii) the Company’s Board of Directors reasonably believes (with the advice of its external advisors and legal counsel) that any such registration or offering would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, amalgamation, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided , further , that the Company shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12) month period, no such Suspension Period shall exceed sixty (60) consecutive days and the aggregate of the Suspension Periods during any consecutive twelve (12) month period shall not exceed ninety (90) days; provided , further , that in such event, the Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “ Suspension Notice ”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e) , once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2(a)(iii) or Section 2(b)(i) ). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received

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a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement subject to the Suspension Notice following further written notice from the Company to such effect (an “ End of Suspension Notice ”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and Counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension Period. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 2(e), the Company agrees that it shall (i) extend the period for which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement. If the Company shall give any Suspension Notice pursuant to this paragraph, the Company shall not, during the period after giving any Suspension Notice but prior to giving an End of Suspension Notice, register any New Common Shares for either its own account or for the account of any other Holder.

(f) Required Information . The Company may require each Holder of Registrable Securities as to which any Registration Statement is being filed or sale is being effected to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing ( provided that such information shall be used only in connection with such registration) and the Company may exclude from such registration or sale the Registrable Securities of any such Holder who fails to furnish such information within a reasonable time after receiving such request or who does not consent to the inclusion in a Registration Statement or Prospectus related to such registration or sale of such information related to such Holder that is required by the rules and regulations of the Commission. Each Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(g) Other Registration Rights Agreements . The Company represents and warrants to each Holder that, as of the date of this Agreement, it has not entered into any agreement with respect to any of its securities granting any registration rights to any Person with respect to the Registrable Securities. The Company will not enter into on or after the date of this Agreement, unless this Agreement is modified or waived as provided in Section 10(c) , any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are (i) more favorable taken as a whole than the registration rights granted to the Holders hereunder or (ii) on parity with respect to the priority rights granted to the Holders in Section 2(c)(ii) .

(h) Cessation of Registration Rights . All registration rights granted under this Section 2 shall continue to be applicable with respect to any Holder until such time as the Holder no longer holds any Registrable Securities.

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(i) Confidentiality . Each Holder agrees that any non-public information which such Holder may receive, pursuant to this Agreement, from or at the direction of the Company or any of its Representatives, relating to the Company and its Subsidiaries (the “Confidential Information”) will be held strictly confidential (including the receipt of a Demand Notice, Shelf Takedown Notice or Piggyback Notice) and will not be disclosed by it to any Person without the express written permission of the Company; provided, however, that the Confidential Information may be disclosed (i) in the event of any compulsory legal process or compliance with any applicable law, subpoena or other legal process, as required by an administrative requirement, order, decree or the rules of any relevant stock exchange or in connection with any filings that the Holder may be required to make with any regulatory authority; provided, further, that in the event of compulsory legal process, unless prohibited by applicable law or that process, each Holder agrees (A) to give the Company prompt notice thereof and to cooperate with the Company in securing a protective order in the event of compulsory disclosure and (B) that any disclosure made pursuant to public filings will be subject to the prior reasonable review of the Company, (ii) to any foreign or domestic governmental or quasi-governmental regulatory authority, including any stock exchange or other self-regulatory organization having jurisdiction over such accountants, lawyers and other professional advisors for use relating solely to management of the investment or administrative purposes with respect to such Holder and (iii) to a proposed transferee of securities of the Company held by a Holder; provided, further, that the Holder informs the proposed transferee of the confidential nature of the information and the proposed transferee agrees in writing to comply with the restrictions in this Section 2(i).

3. [Reserved]

4. Registration Procedures . The procedures to be followed by the Company and each participating Holder to register the sale of Registrable Securities pursuant to a Registration Statement in accordance with this Agreement, and the respective rights and obligations of the Company and such Holders with respect to the preparation, filing and effectiveness of such Registration Statement, are as follows:

(a) The Company will (i) prepare and file a Registration Statement or a prospectus supplement, as applicable, with the Commission (within the time period specified in Section 2(a) or Section 2(b) , as applicable, in the case of a Shelf Registration, an Underwritten Shelf Takedown or a Demand Registration) which Registration Statement (A) shall be on a form selected by the Company for which the Company qualifies, (B) shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution, and (C) shall comply as to form in all material respects with the requirements of the applicable form and include and/or incorporate by reference all financial statements required by the Commission to be filed therewith, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the periods provided under Section 2(a) or Section 2(b) , as applicable, in the case of a Shelf Registration Statement or a Demand Registration Statement. The Company will (I) at least fifteen (15) Business Days (or such shorter period as shall be reasonably practicable under the circumstances) prior to the anticipated filing of the initial Shelf Registration Statement and at least five (5) Business Days (or such shorter period as shall be reasonably practicable under the circumstances) prior to any amendment or supplement to the initial Shelf Registration Statement or to an anticipated

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Demand Registration Statement or any related Prospectus or any amendment or supplement thereto, or before using any Issuer Free Writing Prospectus, furnish to any Qualified Holder or General Unsecured Claim Holder named as a selling shareholder therein, any counsel designated by such Qualified Holder or General Unsecured Claim Holder and counsel for the Holders of a Majority of Included Registrable Securities (selected as provided herein) and the managing underwriter or underwriters of an underwritten Public Offering of Registrable Securities, if applicable, copies of all such documents proposed to be filed, (II) use its commercially reasonable efforts to address in each such document prior to being so filed with the Commission such comments as any of the foregoing Persons reasonably shall propose and (III) without limiting the Company’s rights under Section 2(f) , not include in any Registration Statement or any related Prospectus or any amendment or supplement thereto information regarding a participating Holder to which a participating Holder reasonably objects; provided , however , the Company shall not be required to provide copies of any amendment or supplement filed solely to incorporate in any Form F-1 (or other form not providing for incorporation by reference) any filing by the Company under the Exchange Act or any amendment or supplement filed for the purpose of adding additional selling shareholders thereunder.

(b) The Company will as promptly as reasonably practicable (i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as (A) may be reasonably requested by any Holder of Registrable Securities covered by such Registration Statement necessary to permit such Holder to sell in accordance with its intended method of distribution, to the extent such intended method of distribution is consistent with Exhibit B hereto, or (B) may be necessary under applicable law to keep such Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby for the periods provided under Section 2(a) or Section 2(b) , as applicable, in accordance with the intended method of distribution.

(c) The Company will make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any Public Offering covered thereby) within the deadlines specified by the Securities Act.

(d) The Company will notify each Holder of Registrable Securities named as a selling shareholder in any Registration Statement and the managing underwriter or underwriters of an underwritten Public Offering of Registrable Securities, if applicable, (i) as promptly as reasonably practicable when any Registration Statement or post-effective amendment thereto has been declared effective; (ii) of the issuance or threatened issuance by the Commission or any other governmental or regulatory authority of any stop order, injunction or other order or requirement suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any Proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; or (iv) of the discovery that, or upon the happening of any event the result of which, such Registration Statement or Prospectus or Issuer Free Writing Prospectus relating thereto or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement in any material respect or omits any material fact necessary to make the statements in the

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Registration Statement or the Prospectus or Issuer Free Writing Prospectus relating thereto not misleading, or when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement or Prospectus, or if, for any other reason, it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act, correct such misstatement or omission or effect such compliance.

(e) Upon the occurrence of any event contemplated by Section 4(d)(iv) , as promptly as reasonably practicable, the Company will (x) prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference or to the applicable Issuer Free Writing Prospectus, (y) furnish, if requested, a reasonable number of copies of such supplement or amendment to the selling Holders, its counsel and the managing underwriter or underwriters of an underwritten Public Offering of Registrable Securities, if applicable, and (z) file such supplement, amendment and any other required document with the Commission so that, as thereafter delivered to the purchasers of any Registrable Securities, such Registration Statement, such Prospectus or such Issuer Free Writing Prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or an Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading and such Issuer Free Writing Prospectus shall not include information that conflicts with information contained in the Registration Statement or Prospectus, in each case such that each selling Holder can resume disposition of such Registrable Securities covered by such Registration Statement or Prospectus. Following receipt of notice of any event contemplated by clauses 4(d)(ii)-(iv), a Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement and shall not resume sales until such time as it has received written notice from the Company to such effect. The Company shall provide any supplemented or amended prospectus necessary to resume sales, if requested by any Holder.

(f) The Company will use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any stop order or other order suspending the effectiveness of a Registration Statement or the use of any Prospectus, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as promptly as practicable, or if any such order or suspension is made effective during any Suspension Period, as promptly as practicable after the Suspension Period is over.

(g) During the Effectiveness Period or the Shelf Period, as applicable, the Company will furnish to each selling Holder, its counsel and the managing underwriter or underwriters of an underwritten Public Offering of Registrable Securities, if applicable, upon their request, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such selling Holder or underwriter (including those incorporated by reference) promptly after the filing of such documents with the Commission.

(h) The Company will promptly deliver to each selling Holder and the managing underwriter or underwriters of an underwritten Public Offering of Registrable

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Securities, if applicable, without charge, as many copies of the applicable Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any Issuer Free Writing Prospectus)), all exhibits and other documents filed therewith and such other documents as such selling Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such selling Holder or underwriter, and upon request, a copy of any and all transmittal letters or other correspondence to or received from the Commission or any other governmental authority relating to such offer. Subject to Section 2(e) hereof, the Company consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders and any applicable underwriter in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(i) The Company will (i) register or qualify the Registrable Securities covered by a Registration Statement, no later than the time such Registration Statement is declared effective by the Commission, under all applicable securities laws (including the “blue sky” laws) of such jurisdictions each underwriter, if any, or any selling Holder shall reasonably request; (ii) keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective under the terms of this Agreement; and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable such underwriter, if any, and each selling Holder to consummate the disposition in each such jurisdiction of the Registrable Securities covered by such Registration Statement; provided , however , that the Company will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (y) subject itself to taxation in any such jurisdiction, or (z) consent to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction.

(j) The Company will cooperate with the Holders and the underwriter or managing underwriter of an underwritten Public Offering of Registrable Securities, if any, to facilitate the timely preparation and delivery of certificates or book-entry statements representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates or book-entry statements shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders or the underwriter or managing underwriter of an underwritten Public Offering, as applicable, may reasonably request and instruct any transfer agent and registrar of Registrable Securities, if any, may request. In connection therewith, if required by the Company’s transfer agent, the Company will promptly, after the effective date of the Registration Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with such transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon the sale by any Holder or the underwriter or managing underwriter of an underwritten Public Offering of Registrable Securities, if any, of such Registrable Securities under the Registration Statement and to release any stop transfer orders in respect thereof. At the

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request of any Holder or the managing underwriter, if any, the Company will promptly deliver or cause to be delivered an opinion or instructions to the transfer agent in order to allow the Registrable Securities to be sold from time to time free of all restrictive legends.

(k) The right of any Holder to include such Holder’s Registrable Securities in an underwritten offering shall be conditioned upon (x) such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein, (y) such Holder’s entering into customary agreements, including an underwriting agreement in customary form, and selling such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders entitled to select the managing underwriter or managing underwriters hereunder ( provided that (I) any such Holder shall not be required to make any representations or warranties to the Company or the underwriters (other than (A) representations and warranties regarding (1) such Holder’s ownership of its Registrable Securities to be sold or transferred, (2) such Holder’s power and authority to effect such transfer, (3) such matters pertaining to compliance by such Holder with securities laws as may be reasonably requested by the Company or the underwriters, (4) the accuracy of information concerning such Holder as provided by or on behalf of such Holder, and (5) any other representations required to be made by the Holder under applicable law, and (B) such other representations, warranties and other provisions relating to such Holder’s participation in such Public Offering as may be reasonably requested by the underwriters and mutually agreed on by the underwriter(s) and such Holder) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 8(b) hereof, or to the underwriters with respect thereto, except to the extent of the indemnification being given to the underwriters and their controlling Persons in Section 8(b) hereof) and (II) and the aggregate amount of the liability of such Holder in connection with such offering shall not exceed such Holder’s net proceeds from the disposition of such Holder’s Registrable Securities in such offering) and (z) such Holder completing and executing all questionnaires, powers of attorney, custody agreements and other documents reasonably required under the terms of such underwriting arrangements or by the Company in connection with such underwritten Public Offering.

(l) The Company agrees with each Holder that, in connection with any underwritten Public Offering (including an Underwritten Shelf Takedown), the Company shall enter into and perform under such customary agreements (including underwriting agreements in customary form, including customary representations and warranties and provisions with respect to indemnification and contribution) and take all such other actions as the Holders of a Majority of Included Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities and provide reasonable cooperation, including causing appropriate officers to attend and participate in “road shows” and analyst or investor presentations and such other selling or other informational meetings organized by the underwriters, if any (taking into account the needs of the Company’s businesses and the responsibilities of such officers with respect thereto). The Company and its management shall not be required to participate in any marketing effort that lasts longer than five (5) Business Days for any single underwritten Public Offering.

(m) The Company will use commercially reasonable efforts to obtain for delivery to the underwriter(s) of an underwritten Public Offering of Registrable Securities (i) a

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signed counterpart of one or more comfort letters from independent public accountants of the Company in customary form and covering such matters of the type customarily covered by comfort letters and (ii) an opinion or opinions from counsel for the Company (including any local counsel reasonably requested by the underwriter(s)) dated the most recent effective date of the Registration Statement or, in the event of an underwritten Public Offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, covering the matters customarily covered in opinions requested in sales of securities or underwritten Public Offering, which opinions shall be reasonably satisfactory to such underwriters and their counsel.

(n) The Company will (i) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement and provide and enter into any reasonable agreements with a custodian for the Registrable Securities and (ii) no later than the effective date of the applicable Registration Statement, provide a CUSIP and ISIN number for all Registrable Securities.

(o) The Company will cooperate with each Holder of Registrable Securities and each underwriter or agent, if any, participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA.

(p) The Company will, upon reasonable notice and at reasonable times during normal business hours, make available for inspection by a representative appointed by the Holders of a Majority of Included Registrable Securities, counsel selected by such Holders in accordance with this agreement, any underwriter participating in any disposition pursuant to such registration, as applicable, and any other attorney or accountant retained by such underwriter, all financial and other records and pertinent corporate documents of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or Shelf Takedown, as applicable, and make themselves available at mutually convenient times to discuss the business of the Company and other matters reasonably requested by any such Holders, sellers, underwriter or agent thereof in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility, as applicable (any information provided under this Section 4(p) , “ Due Diligence Information ”), subject in each case to the foregoing persons entering into customary confidentiality and non-use agreements with respect to any confidential information of the Company. The Company shall not provide any Due Diligence Information to a Holder unless such Holder explicitly requests such Due Diligence Information in writing.

(q) The Company will comply with all applicable rules and regulations of the Commission, the Trading Market, the Oslo Stock Exchange, FINRA and any state securities authority, and make available to each Holder, as soon as reasonably practicable after the effective date of the Registration Statement, an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158.

(r) The Company will ensure that any Issuer Free Writing Prospectus utilized in connection with any Prospectus complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, and is retained in accordance with the Securities Act to the extent required thereby.

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(s) Each Holder represents that it has not prepared or had prepared on its behalf or used or referred to, and agrees that it will not prepare or have prepared on its behalf or used or refer to, any Free Writing Prospectus without the prior written consent of the Company and, in connection with any underwritten Public Offering, the underwriters.

(t) The Company shall, as soon as reasonably practicable following the Confirmation Date and prior to the Effective Date, submit listing applications to the Oslo Stock Exchange and the New York Stock Exchange (or an alternate “national securities exchange” (within the meaning of the Exchange Act), as reasonably determined by the Company’s board in consultation with the Qualified Holders) for the listing thereon of the New Common Shares.

(u) The Company shall use commercially reasonable efforts to (i) cause the New Common Shares to be listed on the Oslo Stock Exchange and (ii) cause the New Common Shares to be listed on the New York Stock Exchange (or an alternate “national securities exchange (within the meaning of the Exchange Act), as reasonably determined by the Company’s Board of Directors in consultation with the Qualified Holders) and registered under the Exchange Act concurrently with the effectiveness of the initial Shelf Registration Statement.

(v) Following the listing of the New Common Shares, the Company will use commercially reasonable efforts to cause the Registrable Securities of the same class, to the extent any further action is required, to be similarly listed and to maintain such listing until such time as the securities cease to constitute Registrable Securities.

(w) The Company shall, if such registration for an underwritten Public Offering is pursuant to a Registration Statement on Form F-3 or any similar short-form registration, include in such Registration Statement such additional information for marketing purposes as the managing underwriter(s) reasonably request(s).

(x) The Company shall hold in confidence and not use or make any disclosure of information concerning a Holder provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning a Holder is sought in or by a court or governmental body of competent jurisdiction or through other means or otherwise determining that any such disclosure is required under the foregoing clauses (i) through (iv), give prompt written notice to such Holder and allow such Holder, at the Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

5. Registration Expenses . The Company shall bear all reasonable Registration Expenses incident to the Parties’ performance of or compliance with their respective obligations

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under this Agreement or otherwise in connection with any Demand Registration, Shelf Registration, Shelf Takedown Request or Piggyback Registration (excluding any Selling Expenses), whether or not any Registrable Securities are sold pursuant to a Registration Statement.

“ Registration Expenses ” shall include, without limitation, (i) all registration, qualification and filing fees and expenses (including all fees and expenses (A) of the Commission or FINRA, (B) incurred in connection with the listing of the Registrable Securities on the Trading Market and the Oslo Stock Exchange, and (C) in compliance with applicable state securities or “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities as may be set forth in any underwriting agreement)); (ii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto (including expenses of printing certificates for the Company’s shares and printing prospectuses); (iii) analyst or investor presentation or road show expenses of the Company and the underwriters, if any; (iv) messenger, telephone and delivery expenses; (v) reasonable fees and disbursements of counsel (including any local counsel), auditors and accountants for the Company (including the expenses incurred in connection with “comfort letters” required by or incident to such performance and compliance); (vi) the reasonable fees and disbursements of underwriters to the extent customarily paid by issuers or sellers of securities (including, if applicable, the fees and expenses of any “qualified independent underwriter” (and its counsel) that is required to be retained in accordance with the rules and regulations of FINRA and the other reasonable fees and disbursements of underwriters (including reasonable fees and disbursements of counsel for the underwriters) in connection with any FINRA qualification; (vii) fees and expenses of any special experts retained by the Company; (viii) Securities Act liability insurance, if the Company so desires such insurance; (ix) reasonable and documented fees and expenses payable within thirty (30) calendar days of receipt of the applicable invoice of one single special counsel (and one local counsel in each relevant jurisdiction) to represent all of the participating NSN Commitment Holders and General Unsecured Claim Holders (“ Investors’ Counsel ”) selected, (X) in the case of an Underwritten Shelf Takedown, by the holders of a majority of the Registrable Securities requesting such Underwritten Shelf Takedown and, (Y) in the case of a Piggyback Registration, by the holders of a majority of the Registrable Securities included in such Piggyback Registration; (x) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies; (xi) internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties); and (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering; provided that “Registration Expenses” shall not include any legal counsel fees of all Holders (including any local counsel) in excess of $100,000. In addition, the Company shall be responsible for all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including expenses payable to third parties and including all salaries and expenses of the Company’s officers and employees performing legal or accounting duties), the expense of any annual audit and any underwriting fees, discounts, selling commissions and stock transfer taxes and related legal and other fees applicable to securities sold by the Company and in respect of which proceeds are received by the Company. Each Holder shall pay any Selling Expenses applicable to the sale or disposition of such Holder’s Registrable Securities pursuant to any

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Demand Registration Statement or Piggyback Offering, or pursuant to any Shelf Registration Statement under which such selling Holder’s Registrable Securities were sold, and any other fees and expenses not constituting Registration Expenses in proportion to the amount of such selling Holder’s shares of Registrable Securities sold in any offering under such Demand Registration Statement, Piggyback Offering or Shelf Registration Statement.

6. Lock-Up Agreements .

(a) Holder Lock-Up (Initial Underwritten Public Offering) . In connection with the first (and, for the avoidance of doubt, only the first) underwritten Public Offering (regardless of whether such offering is a primary or secondary offering and including an Underwritten Shelf Takedown and an Underwritten Demand), each NSN Commitment Holder and each General Unsecured Claim Holder agrees that it shall enter into a lock-up agreement (a “ Lock-Up Agreement ”) with the managing underwriters of such Public Offering to not, during the sixty (60) days after the pricing date of such offering or such longer period as reasonably requested by the managing underwriters, lead book-runner or manager of such Public Offering but in no event longer than ninety (90) days after the pricing date (the “ Lock-Up Period ”), directly or indirectly, offer, pledge, assign, encumber, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, or otherwise transfer or dispose of (other than any pledge in favor of a bank or broker dealer at which a Holder maintains an account, where such bank or broker dealer holds a security interest or other encumbrance over property in the account generally) any of their Acquired Equity Securities, Granted Equity Securities, Equity Securities issued to a NSN Commitment Holder in connection with the Structuring Fee or Equity Securities issued to a General Unsecured Claim Holder to any Person (any such disposition, a “ Sale Transaction ”); provided , however, that such Lock-Up Period shall not apply to the following: (i) the Equity Securities issued to a Holder as a Plan distribution with respect to such Party’s Unsecured Notes; (ii) resales of a maximum of 15% of the applicable Holder’s Equity Securities as of the Effective Date pursuant to the Shelf Registration Statement that are not part of an underwritten offering; (iii) a tender offer for the Equity Securities approved by the Board of Directors of the Company; (iv) sales to the Company pursuant to an authorized share repurchase program in accordance with Rule 10b5-1 under the Exchange Act; (v) Registrable Securities included in an Underwritten Shelf Takedown; (vi) transfers of Equity Securities to and among Affiliates of a Holder; or (vii) sales of Equity Securities pursuant to an underwritten Public Offering. For the avoidance of doubt, (a) the Lock-Up Period shall not apply to any Equity Securities sold under one or more exemptions from registration under the Securities Act or to any Equity Securities sold in reliance on Regulation S, but shall apply to sales on the Oslo Stock Exchange and (b) before the commencement of, and after the termination or expiration of, the Lockup Period, there shall be no restrictions on the ability of any Holder to resell its Registrable Securities through the Shelf Registration Statement in non-underwritten offerings. The Company may impose stop-transfer instructions with respect to the shares of Capital Stock (or other securities) subject to the restrictions set forth in this Section 6(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 6(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable Securities.

(b) Holder Lockup (Subsequent Underwritten Public Offerings) . In connection with any underwritten Public Offering other than the first underwritten Public

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Offering, if requested by (i) the managing underwriters of such Public Offering or (ii) the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b) , each Holder of Registrable Securities participating in such Public Offering that together with its Affiliates beneficially owns more than 1% of the New Common Shares and, if requested by the managing underwriters of such Public Offering, each Holder of Registrable Securities that together with its Affiliates beneficially owns more than 10% of the New Common Shares, shall enter into a lock-up agreement with terms reasonably requested and commercially reasonable by the managing underwriters of such Public Offering.

(c) Company Lock-Up . In connection with any underwritten Public Offering, and upon the reasonable request of the managing underwriters, the Company shall: (i) agree to a customary lock-up provision applicable to the Company in an underwriting agreement as reasonably requested by the managing underwriters during (A), with respect to the Company’s initial underwritten Public Offering, the period commencing on the date requested by the managing underwriters (which shall be no earlier than seven (7) days prior to the anticipated pricing date for such Public Offering) and continuing to the date that is 180 days following the date of the final prospectus for such Public Offering or (B) with respect to all other Public Offerings other than the Company’s initial underwritten Public Offering, the period commencing on the date requested by the managing underwriters (which shall be no earlier than seven (7) days prior to the anticipated pricing date for such Public Offering) and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering; and (ii) cause each of its executive officers and directors to enter into Lock-Up Agreements, in each case, in customary form and substance, and with exceptions that are customary, for an underwritten Public Offering.

7. [Reserved]

8. Indemnification .

(a) The Company shall indemnify, defend and hold harmless each Holder, its partners, shareholders, equityholders, general partners, limited partners, managers, members, and Affiliates and each of their respective officers and directors and any Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and any agent, employee, attorney or Representative thereof (collectively, “ Holder Indemnified Persons ”), and any underwriter that facilitates the sale of the Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and investigation and reasonable attorneys’, accountants’ and experts’ fees, whether or not the Holder Indemnified Person or such underwriter is a party to any Proceeding) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all Proceedings, whether civil, criminal, administrative or investigative, in which any Holder Indemnified Person or such underwriter may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “ Losses ”), as incurred, arising out of, based upon, resulting from or relating to (i) any untrue or alleged untrue statement of a material fact contained in any

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Registration Statement under which any Registrable Securities were registered, Prospectus, preliminary prospectus, road show, as defined in Rule 433(h)(4) under the Securities Act (a “ road show ”), or in any summary or final prospectus or free writing prospectus or in any amendment or supplement thereto or in any documents incorporated by reference in any of the foregoing or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary, in the case of any Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company or any of its Subsidiaries of any federal, state or common law rule or regulation relating to action or inaction in connection with any Company provided information in such registration, disclosure document or related document or report, and the Company will reimburse such Holder Indemnified Person or underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such Proceeding; provided , however , that the Company shall not be liable to any Holder Indemnified Person or underwriter to the extent that any such Losses arise out of, are based upon or results from an untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, such preliminary, summary or final prospectus or free writing prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder Indemnified Person or underwriter specifically for use in the preparation thereof.

(b) In connection with any Registration Statement filed by the Company pursuant to Section 2 hereof in which a Holder has registered for sale its Registrable Securities, each such selling Holder agrees (severally and not jointly) to indemnify, defend and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers, Affiliates, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (together with Holder Indemnified Persons, collectively, “ Indemnified Persons ”), from and against any Losses resulting from (i) any untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered, Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto or any documents incorporated by reference therein, or (ii) any omission to state therein a material fact required to be stated therein or necessary, in the case of any Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by or on behalf of such selling Holder to the Company specifically for inclusion therein and has not been corrected in a subsequent writing prior to the sale of the Registrable Securities. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (after deducting underwriters’ discounts, fees and commissions) received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation less any amounts paid (including such Holder’s share of any other Selling Expenses) by such Holder in connection with such sale and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.

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(c) Any Indemnified Person shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification under this Section 8(c) (provided that any delay or failure to so notify the Person obligated to indemnify the Indemnified Person with respect to such claim (the “ indemnifying party ”) shall not relieve the indemnifying party of its obligations hereunder except to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure). The indemnifying party shall be entitled to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Person; provided , however , that any Indemnified Person shall have the right to select and employ its own counsel (and one local counsel in each relevant jurisdiction), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) the Indemnified Person has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other Indemnified Persons that are different from or in addition to those available to the indemnifying party; (B) in the reasonable judgment of any such Indemnified Person (based upon advice of its counsel) a conflict of interest may exist between such Indemnified Person and the indemnifying party with respect to such claims; (C) the indemnifying party shall not have employed counsel satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action; (D) the indemnifying party shall authorize the Indemnified Person to employ separate counsel at the expense of the indemnifying party; or (E) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Indemnified Person and employ counsel reasonably satisfactory to such Indemnified Person. An indemnifying party shall not be liable under this Section 8(c) to any Indemnified Person regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party, which consent shall not be unreasonably withheld. No action may be settled without the consent of the Indemnified Person, provided that the consent of the Indemnified Person shall not be required if (A) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such settlement; (B) such settlement provides for the payment by the indemnifying party of money as the sole relief for such action and (C) such settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 8(c) , in connection with any Proceeding or related Proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in such jurisdiction at any one time.

(d) In the event that the indemnity provided in Section 8(a) or Section 8(b) above is unavailable to or insufficient to hold harmless an Indemnified Person for any reason, then each applicable indemnifying party (solely to the extent such indemnifying party is required to provide an indemnification hereunder, which indemnity, for the avoidance of doubt, as it relates to the Holders is on a several and not joint basis) agrees to contribute to the aggregate Losses (including reasonable costs of preparation and investigation and reasonable attorneys’, accountants’ and experts’ fees, whether or not the Indemnified Person is a party to any Proceeding) to which such indemnifying party may be subject in such proportion as is

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appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the Indemnified Person on the other from the Public Offering of the New Common Shares; provided , however , that the maximum amount of liability in respect of such contribution shall be limited in the case of any Holder to the dollar amount of the net proceeds (after deducting underwriters’ discounts, fees and commissions and other Selling Expenses) received by such Holder under the sale of Registrable Securities giving rise to such contribution obligation less any amounts paid by such Holder in connection with such sale and any amount paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such Indemnified Person in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying party on the one hand and the Indemnified Person on the other in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the Indemnified Person on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Parties agree that it would not be just and equitable if contribution pursuant to Section 8(d) were determined by pro rata allocation (even if the Holders of Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in Section 8(d) . The amount paid or payable by an Indemnified Person as a result of the Losses referred to above in Section 8(d) shall be deemed to include any reasonable legal or other reasonable out-of-pocket expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim.

(f) Notwithstanding the provisions of Section 8(d) , no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(g) For purposes of Section 8(d) , each Person who controls any Holder, agent or underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each director, officer, employee and agent of any such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or underwriter, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 8 .

(h) The provisions of this Section 8 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling Persons referred to in this Section 8 hereof, and will survive the transfer of Registrable Securities.

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(i) The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

9. Facilitation of Sales Pursuant to Rule 144, Rule 144A and Section 4(a)(7) . Until such date as no Holder beneficially owns any Registrable Securities, the Company shall (i) to the extent it shall be required to do so under the Exchange Act, use its commercially reasonable efforts to timely file the reports required to be filed by it under the Exchange Act or the Securities Act and the rules adopted by the Commission thereunder (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and (ii) take such further action as any Holder may reasonably request and make available, upon request, information necessary to comply with Rule 144, Rule 144A and Section 4(a)(7) of the Securities Act, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemptions provided by Rule 144, 144A and Section 4(a)(7). Upon the written request of any Holder in connection with that Holder’s sale pursuant to Rule 144, Rule 144A and Section 4(a)(7), the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

10. Miscellaneous .

(a) Remedies . In the event of a breach by the Company of any of its obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate and shall waive any requirement for the posting of a bond.

(b) Discontinued Disposition . Each Holder agrees by its acquisition of Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in clauses (ii) through (iv) of Section 4(d) or the occurrence of a Suspension Period, such Holder will forthwith discontinue disposition of such Registrable Securities under the applicable Registration Statement until such Holder’s receipt of the copies of the supplemental Prospectus or amended Registration Statement or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this Section 10(b) . In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus or is advised in writing by the Company that the use of the Prospectus may be resumed.

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(c) Amendments . This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only with the prior written consent of (i) the Company; (ii) Centerbridge; (iii) Hemen; (iv) Select Commitment Parties holding two-thirds ( ² ⁄ ₃ ) of the Registrable Securities then held by all Select Commitment Parties; and (v) Holders of not less than a majority of all Registrable Securities then held by Barclays and the Ad Hoc Group on an aggregate basis (or, at any time prior to the issuance of the Registrable Securities, by the holders of a majority of the outstanding principal amount of the Unsecured Notes held by Barclays and the Ad Hoc Group in the aggregate as of the applicable date of determination); provided that no provision of this Agreement may be amended, modified, extended, terminated or waived in a manner that is disproportionately and materially adverse to any Holder, without the prior written consent of such Holder. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders of Registrable Securities who are not selling Registrable Securities in such Registration Statement may be given by holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such Registration Statement; provided, however, such waiver or consent may not be disproportionately and materially adverse to any Holder whose Registrable Securities are being sold pursuant to such Registration Statement, without the prior written consent of such Holder. Notwithstanding any of the foregoing in this Section 10(c) , no consent shall be required by any party hereto to amend or modify the Schedules to this Agreement for the sole purpose of updating the (i) Holders, (ii) number of Registrable Securities and (iii) Percentage Allocation for each member of the Select Commitment Parties and Ad Hoc Group, in each case, as set forth on Schedule I, II or III hereto to reflect such Holders, number of Registrable Securities held and Percentage Allocation for each member of the Select Commitment Parties and Ad Hoc Group as of the Effective Date.

(d) Waivers . No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

(e) Termination and Effect of Termination . This Agreement shall automatically terminate if the Investment Agreement is terminated prior to the Effective Date. This Agreement shall terminate with respect to each Holder when such Holder no longer holds any Registrable Securities and will terminate in full when no Holder holds any Registrable Securities, except for the provisions of Section 8 , which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 8 shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

(f) Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is

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delivered via facsimile (with confirmation of delivery) or electronic mail in PDF or similar electronic or digital format prior to 5:00 p.m. (New York time) on a Business Day in the place of receipt, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile (with confirmation of delivery) or electronic mail in PDF or similar electronic or digital format later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) upon actual receipt by the Party to whom such notice is required to be given. The address for such notices and communications shall be as follows (or at such other address as shall be given in writing by any Party to the other Parties):

If to the Company:

New SDRL Limited

Par-la-Ville Place

14 Par la Ville Road

Hamilton HM 08

Bermuda

Facsimile: 1 (441) 295-3494

Attn.: Georgina Sousa

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

300 N. LaSalle

Chicago, IL 60654

Facsimile: (312) 862-2200

Attn.: Dennis M. Myers, P.C.

Wayne E. Williams

If to any other Person who is then a Holder, to the address of such Holder as it appears on such Holder’s signature page hereto (or, as applicable, such Holder’s Joinder Agreement) or such other address as may be designated in writing hereafter by such Person.

(g) Successors and Assigns; Transfers; New Issuances . This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors and legal representatives. The rights of a Holder hereunder may not be transferred, assigned, or otherwise conveyed without the prior written consent of the Company unless: (1) in connection with any transfer, assignment, or other conveyance of Registrable Securities to an Affiliate of such Holder, or (2) in the case of Registrable Securities held by a Qualified Holder, in connection with any private sale transaction by such Qualified Holder of Registrable Securities with fair market value of $25 million or more; provided , in each case, that all of the following additional conditions are satisfied with respect to any transfer, assignment or conveyance of rights hereunder: (a) such transfer or assignment is made in compliance with the Securities Act, any other applicable securities or “blue sky” laws, or rules or regulations promulgated by FINRA, and the terms and conditions of the memorandum of

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association and the bye-laws of the Company; (b) such transferee or assignee shall have delivered to the Company a Joinder Agreement in substantially the form attached hereto as Exhibit A agreeing to become subject to and bound by the terms of this Agreement (a “ Joinder Agreement ”) and (c) the Company is given written notice by such Holder of such transfer or assignment, stating the name and address of the transferee or assignee, identifying the Registrable Securities with respect to which such rights are being transferred or assigned and the total number of Registrable Securities and other Capital Stock of the Company beneficially owned by such transferee or assignee. The Company may not assign its rights and obligations under this Agreement except in connection with a sale or acquisition of the Company in which the successor or acquiring person agrees in writing to assume all of the Company’s rights and obligations under this Agreement.

(h) Legend . Each certificate evidencing an Equity Security, and each certificate issued in exchange for or upon the Transfer of any such security, shall be stamped or otherwise imprinted with a legend (the “ Legend ”) in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.”

In the event that any such securities are uncertificated, such shares shall be subject to a restrictive notation substantially similar to the Legend in the share ledger or other appropriate records maintained by the Company or agent and the term “Legend” shall include such restrictive notation. The Company shall remove the Legend (or restrictive notation, as applicable) set forth above from the certificates evidencing any such shares (or the share register or other appropriate Company records, in the case of uncertified shares), upon request, at any time after the restrictions described in such Legend cease to be applicable, including, as applicable, when such shares may be sold under Rule 144 without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1). The Company may reasonably request such opinions, certificates or other evidence that such restrictions no longer apply as a condition to removing the Legend.

(i) Governing Law . This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the choice of law or conflicts of law.

(j) Submission to Jurisdiction; Waiver of Immunity . Each of the Parties, by its execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the

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extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10(f) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

(k) Waiver of Venue . The Parties irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, (i) any objection that they may now or hereafter have to the laying of venue of any Proceeding arising out of or relating to this Agreement in any court referred to in Section 10(j) and (ii) the defense of an inconvenient forum to the maintenance of such Proceeding in any such court.

(l) WAIVER OF JURY TRIAL . EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(m) Cumulative Remedies . The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(n) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

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(o) Entire Agreement . This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and supersedes any and all prior or contemporaneous discussions, agreements and understandings, whether oral or written, that may have been made or entered into by or among any of the Parties or any of their respective Affiliates relating to the transactions contemplated hereby.

(p) Execution of Agreement . This Agreement may be executed and delivered (by facsimile, by electronic mail in portable document format (.pdf) or otherwise) in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement.

(q) Determination of Ownership . In determining ownership of New Common Shares hereunder for any purpose, the Company may rely solely on the records of the transfer agent for the New Common Shares from time to time, or, if no such transfer agent exists, the Company’s share ledger.

(r) Headings; Section References . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(s) No Recourse . Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Holders may be partnerships or limited liability companies, each of the Holders and the Company agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any of the Company’s or the Holder’s former, current or future direct or indirect equity holders, controlling persons, shareholders, directors, officers, employees, agents, Affiliates, members, financing sources, managers, general or limited partners or assignees (each, a “ Related Party ” and collectively, the “ Related Parties ”), in each case other than the Company, the current or former Holders or any of their respective assignees under this Agreement, whether by the enforcement of any assessment or by any legal or equitable Proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such, for any obligation or liability of the Company or the Holders under this Agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided , however, nothing in this Section 10(s) shall relieve or otherwise limit the liability of the Company or any current or former Holder, as such, for any breach or violation of its obligations under this Agreement or such agreements, documents or instruments.

(t) Descriptive Headings; Interpretation; No Strict Construction . Unless the context requires otherwise: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (ii) references to Sections, paragraphs and clauses refer to Sections, paragraphs and clauses of this Agreement; (iii) the terms “ i nclude ,”

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“ includes ,” “ including ” or words of like import shall be deemed to be followed by the words “without limitation”; (iv) the terms “ hereof ,” “ herein ” or “ hereunder ” refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) unless the context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (vi) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (vii) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (viii) references to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (ix) references to any Person include such Person’s successors and permitted assigns; (xi) references to “days” are to calendar days unless otherwise indicated; and (xi) references to “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. Each of the parties hereto acknowledges that each party hereto was actively involved in the negotiation and drafting of this Agreement and agrees that no law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor or against any party hereto because one is deemed to be the author thereof. All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to such laws, rules, regulations and forms, as amended from time to time or, to the extent replaced, the comparable successor thereto in effect at the time. All references to agencies, self-regulatory organizations or governmental entities in this Agreement shall be deemed to be references to the comparable successors thereto from time to time.

(u) Recapitalizations, Exchanges, etc . The provisions of this Agreement shall apply to the fullest extent set forth herein with respect to (a) the New Common Shares, (b) any and all securities into which New Common Shares are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (c) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, amalgamation, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the New Common Shares and shall be appropriately adjusted for any share dividends, share subdivisions or consolidations, bonus issues, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, amalgamation, consolidation, sale of assets or otherwise) to assume the obligations of the Company under this Agreement or enter into a new registration rights agreement with the Holders on terms substantially the same as this Agreement as a condition of any such transaction.

(v) Adjustments Affecting Registrable Securities . The Company shall not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would materially and adversely affect the marketability of such Registrable Securities in any such registration (including effecting a stock split or a combination of shares).

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(w) Opt-Out Requests . Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential Public Offering) to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “ Opt-Out Request ”); in which case and notwithstanding anything to the contrary in this Agreement, the Company and other Holders shall not be required to, and shall not, deliver to the Holder making the Opt-Out Request any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect such delivery would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

[ Signature Pages Follow ]

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IN WITNESS WHEREOF, the Parties have executed this Registration Rights Agreement as of the date first written above.


NEW SDRL LIMITED

By:		/s/ Georgina E. Sousa
Name:		Georgina E. Sousa
Title:		Director

[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ]

EXHIBIT A

Form of Joinder Agreement

The undersigned hereby agrees, effective as of the date set forth below, to become a party to that certain Registration Rights Agreement (as amended, restated and modified from time to time, the “ Agreement ”) dated as of April 17, 2018, by and among New SDRL Limited, an exempted company limited by shares incorporated under the laws of Bermuda, with its registered office at Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM08, Bermuda and registered with the Bermuda Registrar of Companies under number 53439 (the “ Company ”), and the holders of the New Common Shares named therein, and for all purposes of the Agreement the undersigned will be included within the term “Holder” (as defined in the Agreement). The address, facsimile number and email address to which notices may be sent to the undersigned are as follows:


Address:


Facsimile No.:
Email:
Date:


[ If entity ]

[ ENTITY NAME ]

By:
		Name:
		Title:

[ If individual ]


Individual Name:

A-1

EXHIBIT B

Form of Plan of Distribution

The selling shareholders may sell some or all of the securities covered by this prospectus from time to time on any stock exchange or automated interdealer quotation system on which our common shares are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling shareholders may sell the securities by one or more of the following methods, without limitation:

•

block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus;

•

an exchange distribution in accordance with the rules of any stock exchange on which our common shares are listed;

•

ordinary brokerage transactions and transactions in which the broker solicits purchases;

•

privately negotiated transactions;

•

short sales, either directly or with a broker-dealer or affiliate thereof;

•

through the writing of options on the common shares, whether or not the options are listed on an options exchange;

•

through loans or pledges of the common shares to a broker-dealer or an affiliate thereof;

•

through the distribution by any selling shareholder to its partners, members or shareholders;

•

one or more underwritten offerings on a firm commitment or best efforts basis; and

•

any combination of any of these methods of sale.

B-1

common shares as principals may thereafter resell the common shares from time to time in transactions on any stock exchange or automated interdealer quotation system on which the common shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above.

In connection with the sale of the common shares or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common shares in the course of hedging the positions they assume. The selling shareholders may also short sell common shares and deliver these securities to close out their short positions, or loan or pledge the common shares to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling shareholders may also sell common shares pursuant to Rule 144 under the Securities Act.

We do not know of any arrangements by the selling shareholders for the sale of our common shares.

The selling shareholders and other persons participating in the sale or distribution of the common shares will be subject to applicable provisions of the Exchange Act and the rules and

B-2

regulations thereunder, including Regulation M. This regulation may limit the timing of purchases and sales of any of the common shares by the selling shareholders and any other person. The anti-manipulation rules under the Exchange Act may apply to sales of common shares in the market and to the activities of the selling shareholders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the common shares to engage in market-making activities with respect to the particular common shares being distributed for a period of up to five business days before the distribution. These restrictions may affect the marketability of the common shares and the ability of any person or entity to engage in market-making activities with respect to the common shares.

To the extent permitted by applicable law, this plan of distribution may be modified in a prospectus supplement or otherwise.

We will not receive any proceeds from sales of any common shares by the selling shareholders.

B-3

EXHIBIT C

Form of Notice and Holder Questionnaire

The undersigned beneficial holder of common shares, par value $0.10 per share, of New SDRL Limited (the “ Company ”), which shares the undersigned believes are Registrable Securities (as defined in the Registration Rights Agreement (as defined below)), understands that the Company intends to file or has filed with the Securities and Exchange Commission a registration statement (the “ Registration Statement ”) on Form F-1 for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “ Securities Act ”), of the Registrable Securities, in accordance with the terms of the registration rights agreement (the “ Registration Rights Agreement ”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement.

Each beneficial holder of Registrable Securities (each a “ beneficial owner ”) is entitled to the benefits of the Registration Rights Agreement. In order to sell, or otherwise dispose of, any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities (to the extent required by applicable law) and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not (i) complete this Notice and Questionnaire and (ii) execute a Joinder Agreement substantially in the form attached as Exhibit A of the Registration Rights Agreement (if required) and deliver both documents to the Company as provided below will not be named as selling securityholders in the prospectus and, therefore, will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement.

Further, the right to receive notices of and participate in underwritten offerings, exercise piggy back rights or include shares pursuant to the demand rights set forth in the Registration Rights Agreement are conditioned upon your affirmatively electing to receive such notices. You may provide such notice pursuant to this Notice and Questionnaire by making the elections in Question 6 or by providing written notice in the manner contemplated by the Registration Rights Agreement.

Please note that if the New Common Shares held by you or which may be held by you does not meet the definition of “Registrable Securities” set forth in the Registration Rights Agreement, the Company is not required to register your securities and you will not be named as a selling securityholder in the Shelf Registration Statement.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities legal counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related prospectus.

C-1

NOTICE

The undersigned beneficial owner (the “ Selling Securityholder ”) of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) pursuant to the Shelf Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company, its directors and officers, affiliates, employees, members, managers, agents and each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), from and against certain losses arising in connection with statements or omissions concerning the undersigned that are made in, or omitted from, the Shelf Registration Statement or the related prospectus in reliance upon the information provided in this Notice and Questionnaire.

QUESTIONNAIRE

Please respond to every item, even if your response is “none.” If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the following questions.

If you have any questions about the contents of this Questionnaire or as to who should complete this Questionnaire, please contact New SDRL Limited, c/o Kirkland & Ellis LLP, Attention Kevin Frank, Esq., e-mail address: kevin.frank@kirkland.com.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

1.	Identity and Background of the Record Holder of the Registrable Securities.

(a)

Full legal name:


		(b)		(i)		Business address (including street address) (or residence if no business address), telephone number and e-mail address of record holder:

Address:

Telephone No.:

E-mail address:

Contact person:

C-2

(ii)

If an entity:

Type of entity:

State of formation:

(c)

Are you a broker-dealer registered pursuant to Section 15 of the Exchange Act?

Yes.

No.

(d)

If your response to Item 1(c) above is no, are you an “affiliate” of a broker-dealer registered pursuant to Section 15 of the Exchange Act?

Yes.

No.

For the purposes of this Item 1(d), an “affiliate” of a registered broker-dealer includes any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such broker-dealer, and does not include any individuals employed by such broker-dealer or its affiliates.

(e)

Full legal name of the person, if any, through which you hold the Registrable Securities (i.e., name of your broker or the DTC participant, if applicable, through which your Registrable Securities are held):

Name of Broker:

DTC No.:

Contact person:

Telephone No.:

2.	Your Relationship with the Company.

(a)

Have you or any of your affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) held any position or office or have you had any other material relationship with the Company (or its predecessors or affiliates) within the past three years?

Yes.

No.

C-3

(b)

If your response to Item 2(a) above is yes, please state the nature and duration of your relationship with the Company:

3.	Your Interest in the Registrable Securities.

(a)

In the table below, state the type and amount of Registrable Securities beneficially owned by you.


Type of Security	Number of Shares	Type of Ownership (direct, or indirect through trust, partnership, etc.)

(b)

Other than as set forth in your response to Item 3(a) above, do you beneficially own any other securities of the Company?

Yes.

No.

(c)

If your answer to Item 3(b) above is yes, state the type and the aggregate amount of such other securities of the Company beneficially owned by you.

Type:

Aggregate amount:

(d)

If your response to Item 1(d) is yes, did you acquire the securities listed in Item 3(a) above in the ordinary course of business?

Yes.

No.

C-4

(e)

If your response to Item 1(d) is yes, at the time of your acquisition of the securities listed in Item 3(a) above, did you have any agreements or understandings, direct or indirect, with any person to distribute the securities?

Yes.

No.

(f)

If your response to Item 3(e) above is yes, please describe such agreements or understandings:

Note : If you are an affiliate of a broker-dealer and did not acquire your Registrable Securities in the ordinary course of business or at the time of acquisition had any agreements or understandings, direct or indirect, with any person to distribute the securities, the Company may be required to identify you as an underwriter in the Shelf Registration Statement and related Prospectus.

(g)

Is any of the Registrable Securities subject to a pledge? If so, please describe.

Yes.

No.

4.	Nature of your Beneficial Ownership.

If the Selling shareholder is not a natural person or is a natural person who has delegated voting or dispositive power by contract or otherwise in respect of the Registrable Securities, please identify the natural person or persons who have voting or investment control over the Registrable Securities listed in Item 3(a) and describe the relationship by which they exercise such powers. If voting and dispositive powers are divided among such listed persons, so indicate.

5.	Plan of Distribution.

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item 3(a) only pursuant to the section entitled “Plan of Distribution” to be included in the Shelf Registration Statement and related Prospectus, a form of which is attached as Exhibit B to the Registration Rights Agreement.

C-5

State any exceptions here:

Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities, except in accordance with the terms of the Registration Rights Agreement.

6. I hereby affirmatively elect to NOT receive any notices under the Registration Rights Agreement pursuant to the “Opt-out” provisions of Section 10(w) thereof.

The undersigned acknowledges its obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions.

The undersigned beneficial owner and Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify Selling Securityholders against certain liabilities.

In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective.

All notices to the beneficial owner hereunder and pursuant to the Registration Rights Agreement shall be made in writing to the undersigned at the address set forth in Item 1(b) of this Notice and Questionnaire.

By signing below, the undersigned acknowledges that it is the beneficial owner of the Registrable Securities set forth herein, represents that the information provided herein is accurate, consents to the disclosure of the information contained in this Notice and Questionnaire and the inclusion of such information in the Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related Prospectus.

Once this Notice and Questionnaire is executed by the undersigned beneficial owner and received by the Company, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the undersigned beneficial owner. This Notice and Questionnaire shall be governed, adjudicated and enforced in accordance with terms of the Registration Rights Agreement.

C-6

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

NAME OF BENEFICIAL OWNER:

(Please Print)



Signature:



Date:

C-7

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND

QUESTIONNAIRE TO NEW SDRL LIMITED AS FOLLOWS:

New SDRL Limited

c/o Kirkland & Ellis LLP

Attention Kevin Frank, Esq.

E-mail Address: kevin.frank@kirkland.com

This Notice and Questionnaire must be returned in the manner and within the time period set forth in the Registration Rights Agreement in order to include Registrable Securities in such Shelf Registration Statement.

C-8

Exhibit 5.1

● 2018

Matter No.: 353735

Doc Ref: •

New SDRL Limited

Par-la-Ville Place, 4th Floor

14 Par-la-Ville Road

Hamilton HM08, Bermuda

Dear Sirs,

Re: New SDRL Limited (the “Company”)

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on form F-1 (Registration No. [ ] ) filed with the U.S. Securities and Exchange Commission (the “Commission”) on ● 2018 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of an aggregate of [ number ] common shares, par value US$0.10 each (“Registered Shares”) which are being offered by certain selling shareholders of the Company (the “Selling Shareholders”).

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the [Secretary] of the Company on ● 2018, minutes of a meeting of its directors held on ● 2018, and [minutes of a meeting/written resolutions] of its members [held on/dated] ● 20 18 (together, the “Resolutions”), the register of members of the Company (the “Register of Members”) dated ● 2018, prepared by ●, the branch registrar of the Company and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a

document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (f) that upon issue of any shares the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (g) that any of the Registered Shares which are held in street name are included in the Register.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Common Shares by the Selling Shareholders and is not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that:

The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

Based solely upon a review of the Register of Members, the Registered Shares are validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Page 2 of 3

Yours faithfully,

Conyers Dill & Pearman Limited

Page 3 of 3

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-1 of New SDRL Limited of our report dated April 12, 2018 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting of Seadrill Limited, which appears in Seadrill Limited’s Annual Report on Form 20-F for the year ended December 31, 2017. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Uxbridge, United Kingdom

April 26, 2018

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-1 of New SDRL Limited of our report dated April 12, 2018 relating to the financial statements and the effectiveness of internal control over financial reporting of Seadrill Partners LLC, which appears in Seadrill Limited’s Annual Report on Form 20-F for the year ended December 31, 2017. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Uxbridge, United Kingdom

April 26, 2018