UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________

Form 6-K
__________________

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015
Commission File Number 001-35704
__________________

Seadrill Partners LLC
(Exact name of Registrant as specified in its Charter)
__________________

2 nd Floor, Building 11
Chiswick Business Park
566 Chiswick High Road
London, W4 5YS
United Kingdom
(Address of principal executive office)
__________________



Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.     Form 20-F   x         Form 40-F   ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1).     Yes   ¨         No   x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7).     Yes   ¨          No   x









Seadrill Partners LLC
Report on Form 6-K For the quarterly period ended March 31, 2015
INDEX
 
PAGE
Interim Financial Statements (Unaudited)
 
 
 






IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This Report on Form 6-K for the quarterly period ended March 31, 2015 contains certain “forward-looking statements” (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the operations, performance and financial condition of Seadrill Partners LLC (“Seadrill Partners,” the “Company,” “we,” “us”), including statements concerning plans and objectives of the Company's management for future operations or economic performance, or assumptions related thereto. In addition, the Company and the Company's representatives may from time to time make other oral or written statements which are also forward-looking statements. Such statements include, in particular, statements about the Company's plans, strategies, business prospects, changes and trends in the Company's business, and the markets in which the Company operates. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or the negative of these terms or other comparable terminology. These forward-looking statements reflect management’s current views only as of the date of this report and are not intended to give any assurance as to future results.
Forward-looking statements appear in a number of places in this report and include statements with respect to, among other things:
the Company's distribution policy and the Company's ability to make cash distributions on the Company's units or any increases or decreases in distributions and the amount of such increases or decreases;
the Company's ability to borrow under the credit facility between OPCO (as defined herein), as borrower, and Seadrill Limited ("Seadrill"), as lender;
the Company's future financial condition or results of operations and future revenues and expenses;
the repayment of debt;
expected compliance with financing agreements and the expected effect of restrictive covenants in such agreements;
the ability of the Company's drilling units to perform satisfactorily or to the Company's expectations;
fluctuations in the international price of oil;
discoveries of new sources of oil that do not require deepwater drilling units;
the development of alternative sources of fuel and energy;
technological advances, including in production, refining and energy efficiency;
weather events and natural disasters;
the Company's ability to meet any future capital expenditure requirements;
the Company's ability to maintain operating expenses at adequate and profitable levels;
expected costs of maintenance or other work performed on the Company's drilling units and any estimates of downtime;
the Company's ability to leverage Seadrill’s relationship and reputation in the offshore drilling industry;
the Company's ability to purchase drilling units in the future, including from Seadrill;
increasing the Company's ownership interest in OPCO;
delay in payments by, or disputes with the Company’s customers under its drilling contracts;
the financial condition of the Company’s customers and their ability and willingness to fund oil exploration, development and production activity;
the Company’s ability to comply with, maintain, renew or extend its existing drilling contracts;
the Company’s ability to re-deploy its drilling units upon termination of its existing drilling contracts at profitable dayrates;
the Company's ability to respond to new technological requirements in the areas in which the Company operates;

1



the occurrence of any accident involving the Company’s drilling units or other drilling units in the industry;
changes in governmental regulations that affect the Company and the interpretations of those regulations, particularly those that relate to environmental matters, export or import and economic sanctions or trade embargo matters, regulations applicable to the oil industry and tax and royalty legislation;
competition in the offshore drilling industry and other actions of competitors, including decisions to deploy drilling units in the areas in which the Company currently operates;
the availability on a timely basis of drilling units, supplies, personnel and oil field services in the areas in which the Company operates;
general economic, political and business conditions globally;
military operations, terrorist acts, wars or embargoes;
potential disruption of operations due to accidents, political events, piracy or acts by terrorists;
the Company's ability to obtain financing in sufficient amounts and on adequate terms;
workplace safety regulation and employee claims;
the cost and availability of adequate insurance coverage;
the Company's fees and expenses payable under the advisory, technical and administrative services agreements and the management and administrative services agreements;
the taxation of the Company and distributions to the Company's unitholders;
future sales of the Company's common units in the public market;
acquisitions and divestitures of assets and businesses by Seadrill; and
the Company's business strategy and other plans and objectives for future operations.

Forward-looking statements in this report are made based upon management's current plans, expectations, estimates, assumptions and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. The risks, uncertainties and assumptions involve known and unknown risks and are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company's control. The Company cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.
The Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for the Company to predict all of these factors. Further, the Company cannot assess the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. The Company makes no prediction or statement about the performance of the Company's common units. The various disclosures included in this Report on Form 6-K and in the Company's other filings made with the Securities and Exchange Commission, or the SEC, that attempt to advise interested parties of the risks and factors that may affect the Company's business, prospects and results of operations should be carefully reviewed and considered.

2



Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of our financial condition and results of operations in conjunction with the interim Financial Statements presented in this report, as well as the historical Consolidated and Combined Carve-Out Financial Statements and related notes of Seadrill Partners LLC included in our annual report on Form 20-F filed with the SEC on April 21, 2015 (the "20-F"). Among other things, those financial statements include more detailed information regarding the basis of presentation for the following information. The unaudited Consolidated Financial Statements of Seadrill Partners included in this report have been prepared in accordance with United States generally accepted accounting principles (US GAAP) and are presented in US Dollars.

Overview

Seadrill Partners is a growth-oriented limited liability company formed by Seadrill Limited ("Seadrill") to own, operate and acquire offshore drilling units. Our drilling units, except for the West Sirius and the West Vencedor,
are under long-term contracts with major oil companies such as Chevron, BP and ExxonMobil, and with large independents such as Tullow. The Company's contracted drilling units have charters with an average remaining term of 3.2 years as of June 30, 2015 .

We own (i) a 58% limited partner interest in Seadrill Operating LP ("Seadrill Operating"), as well as the non-economic general partner interest in Seadrill Operating through our 100% ownership of its general partner, Seadrill Operating GP LLC, (ii) a 51% limited liability company interest in Seadrill Capricorn Holdings LLC, and (iii) a 100% limited liability company interest in Seadrill Partners Operating LLC.

Seadrill Operating LP, Seadrill Capricorn Holdings LLC and Seadrill Partners Operating LLC are collectively referred to as “OPCO”.

Seadrill owns the remaining interests in OPCO. As of June 30, 2015 , Seadrill owned 46.6% of the outstanding combined common and subordinated units of the Company, as well as Seadrill Member LLC, which owns a non-economic limited liability interest in the Company and all of our incentive distribution rights

The Company's fleet as of March 31, 2015 consisted of four semi-submersible drilling rigs, three drillships and three tender rigs, as follows:

the semi-submersible West Aquarius , which was delivered from the shipyard in 2009 and is under a drilling contract with ExxonMobil that expires in April 2017;

the semi-submersible West Capricorn , which was delivered from the shipyard at the end of 2011 and is under a drilling contract with BP that expires in July 2019;

the semi-submersible West Leo , which was delivered from the shipyard in 2012 and commenced operations under a 5-year drilling contract with Tullow that expires in May 2018;

the semi-submersible West Sirius , which was delivered from the shipyard in 2008 and operated under a drilling contract with BP, which was terminated early and ended in May 2015;

the semi-tender West Vencedor , which was delivered from the shipyard in early 2010 and operated under a drilling contract with Chevron that ended in June 2015;

the tender rig T-15 , which was delivered from the shipyard in 2013 and commenced operations under a 5-year drilling contract with Chevron that expires in July 2018;

the tender rig T-16 , which was delivered from the shipyard in 2013 and commenced operations under a 5-year drilling contract with Chevron that expires in August 2018;

the drillship West Auriga , which was delivered from the shipyard in 2013 and commenced operations under a drilling contract with BP that expires in October 2020;

the drillship West Vela , which was delivered from the shipyard in 2013 and commenced operations under a drilling contract with BP that expires in November 2020; and


3


the drillship West Capella , which was delivered from the shipyard in 2008 and is under a drilling contract with ExxonMobil that expires in April 2017.

Recent Developments

Acquisition of the West Polaris

On June 16, 2015, Seadrill Operating entered into an agreement with Seadrill to acquire all of the shares of Seadrill Polaris Ltd. (“Seadrill Polaris”), the entity that owns and operates the drillship the West Polaris (the “Polaris Acquisition”) from Seadrill. The Polaris Acquisition was completed on June 19, 2015.

The West Polaris is a 6th generation, dynamically positioned drillship delivered from the Samsung shipyard in 2008. The West Polaris is expected to carry out operations in Angola until the end of its contract with ExxonMobil in March 2018.

The implied purchase price of the Polaris Acquisition is $590 million, less $336 million of debt outstanding under the existing facility financing the West Polaris . Seadrill Operating will fund the balance of the purchase price with $204 million in cash and a seller’s credit of $50 million due in 2021 that carries an interest rate of 6.5% per annum.

The West Polaris is currently contracted with ExxonMobil on a daily rate of $653,000. Under the terms of the acquisition agreement, Seadrill Polaris has agreed to pay Seadrill (a) any dayrate it receives in excess of $450,000 per day, adjusted for daily utilization, through the remaining term, without extension, of the ExxonMobil contract and (b) after the expiration of the term of the existing contract until March 2025, 50% of any such excess dayrate, adjusted for daily utilization.

As part of the acquisition agreement, the $50 million seller’s credit due to Seadrill will be reduced if the average contracted dayrate under any replacement contract is below $450,000 until the seller’s credit’s maturity in 2021. The amount of seller’s credit due will be reduced until Seadrill Partners’ effective dayrate is $450,000 or until the seller’s credit is reduced to zero. Should the average dayrate of the replacement contract be above $450,000, the entire $50 million seller’s credit must be paid to Seadrill upon maturity of the seller’s credit in 2021.
Board of Directors Appointment
On June 26, 2015, Mr. Andrew Cumming was appointed by the remaining elected directors to replace Mr. Bart Veldhuizen as the Class III elected director to serve until the annual meeting of unitholders in 2016.
Mr. Cumming will also serve on the Company's conflicts committee. Mr. Cumming has almost 40 years of experience in banking and risk management. Prior to retirement in 2014, Mr Cumming spent 17 years of his career in a variety of positions at Lloyds Bank, including 7 years as Senior Sanctioning Director and Chief Credit Officer, for Lloyds Banking Group Commercial Banking Division and membership of Risk and Commercial Banking Executive Committees. Mr. Cumming also currently acts as a director of a UK hotels company, Macdonald Hotel Group, and a mortgage company, Bluestone Holdings Group.
Amendment and Restatement of the West Polaris Credit Facility

On June 19, 2015, in connection with the completion of the Polaris Acquisition, Seadrill Polaris Ltd. as borrower, entered into an amendment and restatement of the $420 million term loan facility (the “West Polaris Facility”), relating to the West Polaris, with Seadrill Limited as parent, and the other companies listed therein as guarantors, the banks and financial institutions listed therein as lenders, DNB Bank ASA and Nordea Bank AB, London Branch as bookrunners, the banks and financial institutions named therein as mandated lead arrangers and DNB Bank ASA, as agent. The West Polaris Facility is comprised of a $320 million term loan facility and a $100 million revolving credit facility. The West Polaris Facility matures on January 31, 2018 and bears interest at a rate of LIBOR plus 2.25% plus, in the event the leverage ratio (as defined in the agreement) exceeds 4.50:1, an additional margin ranging from 0.125% to 0.750%. The term loan of the West Polaris Facility is payable on a monthly basis in equal installments of $3 million and a final lump sum payment of $143 million upon maturity.

Appointment of Chief Financial Officer

Effective June 1, 2015, John T. Roche replaced Rune Magnus Lundetrae as Chief Financial Officer of the Company. Mr. Roche is also currently Vice President of Investor Relations for Seadrill and will continue with this responsibility on a part time basis. Prior to joining Seadrill in May 2013, Mr. Roche spent 12 years at Morgan Stanley most recently as an Executive Director in its Investment Banking Division.


4


Amendment and Extension of the West Vencedor Loan Agreement

On April 14, 2015 the related party loan agreement with Seadrill for the West Vencedor was amended with a new maturity date of June 25, 2018. Prior to the extension and amendment of the loan agreement for the West Vencedor the remaining balance of the loan was due in 2015. Under the extension associated with the amendment, the loan will bear interest at a rate equal to LIBOR plus a margin of 2.25%, and provide for a guarantee fee of 1.4% and a balloon payment of $20.6 million amount due at maturity. Repayments of principal of $4.1 million will be due quarterly.

Subsequent to the amendment the portion of the loan due within 12 months of the balance sheet date of March 31, 2015 is equal to $16.5 million while the long-term portion is equal to $53.5 million. Accordingly the Company's balance sheet as at March 31, 2015 has been conformed to reflect this revised profile.

The extension of the maturity date of the loan was granted in return for additional security which includes pledging the West Vencedor, as well as the assignment of earnings and insurances.

    
Contract Backlog
The Company’s contracted drilling units are contracted to customers under charters with an average remaining term of 3.2 years as of June 30, 2015 . The average remaining contract term is calculated as the total days remaining on the contract, assuming full utilization, and divided by the number of contracted rigs which the Company owns. Average remaining contract term also includes, in the case of contracts for which we have received a notice of termination but continue to receive a termination fee, the rigs and the total days remaining on the payment of termination fees. Backlog is calculated as the full operating dayrate multiplied by the number of days remaining on the contract, assuming full utilization. Backlog excludes revenues for mobilization and demobilization, contract preparation, and customer reimbursables. Backlog also includes, in the case of contracts for which we have received a notice of termination, an amount equal to the termination fee per day multiplied by the number of days for which the termination fee is payable under the terms of the contract. The actual amounts of revenues earned and the actual periods during which revenues are earned may differ from the backlog amounts due to various factors, including shipyard and maintenance projects, downtime and other factors. Downtime, caused by unscheduled repairs, maintenance, weather and other operating factors, may result in lower applicable dayrates than the full contractual operating dayrate.
In addition, the Company’s contracts provide for termination at the election of the customer with an “early termination payment” to be paid to the Company if a contract is terminated prior to the expiration of the fixed term. However, under certain limited circumstances, such as destruction of a drilling unit, the Company’s bankruptcy, sustained unacceptable performance by the Company or delivery of a rig beyond certain grace and/or liquidated damages periods, no early termination payment would be paid. Accordingly, if one of these events were to occur, the actual amount of revenues earned may be substantially lower than the backlog reported.
The Company’s contract backlog as of June 30, 2015 totals $5.3 billion , and includes $297,000 per day from July 2015 until July 2017 to be received by the Company in accordance with the termination provisions of the West Sirius contract.
Market Overview and Trends
Despite the recovery in the price of oil during the first quarter of 2015, oil companies are continuing to take a cautious approach to capital expenditures and other cost commitments given the severity of the overall oil price decline. We anticipate this cautious approach to continue throughout 2015 and indications are that 2016 is likely to be a challenging year as well.

During the quarter, the offshore drilling market has seen very little new fixture activity and the new contracts that have materialized are at significantly lower dayrates. Customer conversations have focused on renegotiation of existing contracts, often in exchange for additional duration.

The downturn in the offshore drilling market has continued during the first quarter of 2015 and all signs point to 2015 demand being significantly lower than in 2014. The outlook for activity beyond 2015 is difficult to judge but most oil companies are not looking towards adding rig capacity at this point. It is likely that capacity utilization will drift lower as the year progresses and a significant number of ultra-deepwater rigs are likely to be stacked by the end of 2015.


5


Although the near term outlook remains challenging, there is visibility of an expected rebalancing of market supply in the next few years when considering the newbuild orderbook and the degree of scrapping that can be expected. As of June 30, 2015, the orderbook stands at approximately 89 units, of which 29 are Sete new builds. At the same time approximately 70 units are rolling off contracts many of which must undergo a 15 or 20 year classing between now and the end of 2017. We believe that there is a high likelihood that a number of these units will be scrapped, potentially leading to limited fleet growth between now and 2018. Thus far, the market has seen 14 rigs scrapped in 2014 and 14 rigs scrapped in 2015. This represents the highest degree of scrapping activity seen since the early 1990's and may likely to accelerate over the next two years.

On the demand side, we believe that the market in the long-term will require ultra-deepwater production to satisfy world hydrocarbon demand. In the short-term, rig owners will continue to face a challenging market where the decision to stack or scrap is being continually evaluated against the limited work available.

Factors Affecting the Comparability of our Current and Future Results

The size of our fleet continues to change. Our consolidated financial statements reflect changes in the size and composition of our fleet due to certain rig deliveries, contract commencement dates and acquisitions. For instance, we acquired the entities that own and operate the drilling units West Auriga in March 2014, the West Vela in November 2014 and West Polaris in June 2015. In addition, in July 2014 we purchased additional limited partner interests in Seadrill Operating. In the future, we may grow through the acquisition of additional drilling units, or further ownership interests in OPCO, as part of our growth strategy.

We do not own all of the interests in OPCO. The operating agreements of OPCO require it to distribute all of its available cash each quarter. In determining the amount of cash available for distribution to us by OPCO and by us to our unitholders, the board of directors must approve the amount of cash reserves to be set aside, including reserves for future maintenance and replacement capital expenditures, working capital and other matters. Distributions by OPCO to Seadrill in respect of Seadrill's ownership interest in OPCO are not available for distribution by us.

Basis of presentation

Investments in companies in which the Company directly or indirectly holds more than 50% of the voting control are consolidated in the financial statements. All inter-company balances and transactions are eliminated.


6


A.
Operating Results
Three Months Ended March 31, 2015 compared to Three Months Ended March 31, 2014
The following table summarizes our operating results for the three months ended March 31, 2015 and 2014 :
($ in millions)
Three months ended March 31,
 
Increase/Decrease
 
2015
2014
 
$
%
Operating revenues
 
 
 
 
 
Contract revenues
$
385.9

$
260.6

 
$
125.3

48.1
 %
Reimbursable revenues
10.1

14.7

 
(4.6
)
(31.3
)%
Other revenues
4.7


 
4.7

100.0
 %
Total operating revenues
400.7

275.3

 
125.4

45.6
 %
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
Vessel and rig operating expenses
118.5

84.3

 
34.2

40.6
 %
Amortization of favorable contracts
11.2


 
11.2

100.0
 %
Reimbursable expenses
9.2

14.3

 
(5.1
)
(35.7
)%
Depreciation and amortization
57.5

39.7

 
17.8

44.8
 %
General and administrative expenses
13.6

13.4

 
0.2

1.5
 %
Total operating expenses
210.0

151.7

 
58.3

38.4
 %
 
 
 
 
 
 
Operating income
190.7

123.6

 
67.1

54.3
 %
 
 
 
 
 
 
Financial items
 
 
 
 
 
Interest income
1.0

0.9

 
0.1

11.1
 %
Interest expense
(52.0
)
(28.6
)
 
(23.4
)
81.8
 %
Loss on derivative financial instruments
(51.9
)
(49.2
)
 
(2.7
)
5.5
 %
Foreign currency exchange (loss) / gain
(2.6
)
1.1

 
(3.7
)
(336.4
)%
Total financial items
(105.5
)
(75.8
)
 
(29.7
)
39.2
 %
 
 
 
 
 
 
Income before income taxes
85.2

47.8

 
37.4

78.2
 %
 
 
 
 
 
 
Income taxes
(14.3
)
(4.0
)
 
(10.3
)
257.5
 %
Net income
$
70.9

$
43.8

 
$
27.1

61.9
 %
 
 
 
 
 
 
Net income attributable to Seadrill Partners LLC members
$
38.2

$
19.8

 
$
18.4

92.9
 %
Net income attributable to the non-controlling interest
$
32.7

$
24.0

 
$
8.7

36.3
 %

Contract Revenues
Contract revenue increased by $125.3 million , or 48.1% , to $385.9 million , for the three months ended March 31, 2015 , from $260.6 million for the three months ended March 31, 2014 . The increase was primarily due to contract revenues from the West Auriga, which was acquired on March 21, 2014, and contract revenues from the West Vela , which was acquired on November 4, 2014. A decrease in downtime on the West Aquarius also contributed to the higher contract revenues for the three months ended March 31, 2015 .



7


The following table summarizes our fleet's average daily revenues and economic utilization percentage by drilling unit type for the periods presented:
 
Three months ended March 31,
 
2015
 
2014
 
Number of rigs / ships
Average Daily Revenues (USD)(1)
Economic Utilization(2)
 
Number of rigs / ships
Average Daily Revenues (USD) (1)
Economic Utilization(2)
 
 
 
 
 
 
 
 
Semi‑submersible rigs
4

$498,000

87.0
%
 
4


$398,975

75.5
%
Drillships
3

$595,000

100.0
%
 
2


$568,200

100.0
%
Tender rigs
3

$172,000

97.0
%
 
3


$154,533

100.0
%

(1)
Average daily revenues are the average revenues for each type of rig, based on the actual days available for each rig of that type.
(2)
Economic utilization is calculated as the total revenue received, excluding bonuses, divided by the full operating dayrate multiplied by the number of days in the period.
 
Reimbursable Revenues

Reimbursable revenues decreased by $4.6 million or 31.3% , to $ 10.1 million for the three months ended March 31, 2015 , from $ 14.7 million for the three months ended March 31, 2014 . The decrease was due to lower levels of equipment purchased on behalf of customers in the three months ended March 31, 2015 , for which we were reimbursed.

Other revenues

Other revenues were $4.7 million , for the three months ended March 31, 2015 compared to nil for the three months ended March 31, 2014 . During the three months ended March 31, 2015 , we earned other revenues within our Nigerian service company billed to Seadrill for certain services, including the provision of onshore and offshore personnel, which we provided to Seadrill’s West Jupiter and West Saturn drilling rigs. There were no such services provided in the three months ended March 31, 2014.

Vessel and Rig Operating Expenses

Vessel and rig operating expenses increased by $34.2 million , or 40.6% , to $118.5 million for the three months ended March 31, 2015 , from $84.3 million for the three months ended March 31, 2014 . The increase was primarily due to operating costs related to the West Auriga which was acquired on March 21, 2014, and the West Vela , which was acquired on November 4, 2014. The West Aquarius also contributed to the higher vessel and rig operating expenses for the three months ended March 31, 2015 , due to the high levels of downtime in the comparative period.


Amortization of favorable contracts

Amortization of favorable contracts increased to $11.2 million for the three months ended March 31, 2015 from nil for the three months ended March 31, 2014 . The increase was due to the favorable contracts recognized on the acquisition of the West Auriga in March 2014, and the acquisition of the West Vela in November 2014. The favorable drilling contracts are recorded as an intangible asset at fair value on the date of acquisition. These intangibles are amortized on a straight-line basis over the remaining contract period.

Reimbursable Expenses

Reimbursable expenses decreased by $5.1 million , or 35.7% , to $9.2 million for the three months ended March 31, 2015 , from $14.3 million for the three months ended March 31, 2014 . The decrease was due to lower levels of equipment purchased on behalf of customers in the three months ended March 31, 2015 compared to the same period in 2014.



8


Depreciation and Amortization

Depreciation and amortization expenses increased by $17.8 million , or 44.8% , to $57.5 million for the three months ended March 31, 2015 , from $39.7 million for the three months ended March 31, 2014 . The increase was primarily driven by the acquisition of the West Auriga and West Vela .

General and Administrative Expenses

General and administrative expenses increased by $0.2 million , or 1.5% , to $13.6 million for the three months ended March 31, 2015 , from $13.4 million for the three months ended March 31, 2014 . The increase was due to higher administrative management fees charged by Seadrill due to the increased size of the Company's fleet, largely offset by reductions in recharges due to cost efficiencies achieved by Seadrill.

Interest Expense

Interest expense increased by $23.4 million , or 81.8% , to $52.0 million for the three months ended March 31, 2015 , from $28.6 million for the three months ended March 31, 2014 . The increase was primarily due to the increase in outstanding debt, which was driven by the acquisition of the West Auriga in March 2014, the acquisition of the West Vela in November 2014, and the debt issued under our new Amended Senior Secured Credit Facilities entered initially into February 2014 consisting of a $100 million revolving credit facility and $1.8 billion term loan and subsequently amended to borrow a further $1.1 billion in June 2014.

Other Financial Items

Other financial items reported in the income statement include the following items:
(US$ millions)
Three months ended March 31,
 
2015
2014
 
 
 
Interest income
$
1.0

$
0.9

Loss on derivative financial instruments
(51.9
)
(49.2
)
Foreign currency exchange (loss)/gain
(2.6
)
1.1

Total other financial items
$
(53.5
)
$
(47.2
)

Total other financial items increased by $6.3 million to a loss of $53.5 million in the three months ended March 31, 2015 , compared to a loss of $47.2 million for the three months ended March 31, 2014 . The change was primarily driven by a net loss from derivative instruments of $51.9 million in the three months ended March 31, 2015 compared to a loss of $49.2 million in the three months ended March 31, 2014 , due to changes in the fair value of interest rate swaps held in relation to variable rate debt. As of March 31, 2015 , $3,560.7 million ,which represents 98.4% of the total interest bearing debt obligations of the Company (excluding deferred consideration payable) had associated interest rate swap agreements. As of December 31, 2014 , $3,571.8 million , which represented 97.8% of the total interest bearing debt obligations, had associated interest rate swap agreements. Foreign currency exchange loss increased by $3.7 million in the three months ended March 31, 2015 compared to a gain in the three months ended March 31, 2014 of $1.1 million . The change was primarily driven by the receipt of revenue denominated in Euros and Canadian Dollars.

Income Taxes
Income tax expense for the three months ended March 31, 2015 increased by $10.3 million to $14.3 million compared to $4.0 million for the three months ended March 31, 2014 . The $10.3 million increase in income tax expense for the three months ended March 31, 2015 compared to the same period in 2014 was due to increased taxable profits from the acquisition of the West Vela in November 2014 and an increase in effective tax rate to 16.8% for the three months ended March 31, 2015 from 8.4% for the same period in 2014.  The increase was primarily due to an increase in the relative components of estimated 2015 earnings, excluding discrete items, generated in different tax jurisdictions and the effect of new tax requirements in Nigeria.
Net income attributable to Seadrill Partners LLC members
Net income attributable to Seadrill Partners LLC members increased by $18.4 million , or 92.9% , from $19.8 million for the three months ended March 31, 2014 , to $38.2 million for the three months ended March 31, 2015 . This was due to a 61.9% increase in net income and a reduction in the proportion of income attributable to non-controlling

9


interest as a result of the Company's purchase of an additional 28% limited partner interest in Seadrill Operating on July 21, 2014.
Net income attributable to the non-controlling interest
Net income attributable to non-controlling interest increased by $8.7 million , or 36.3% , to $32.7 million primarily due to an increase in net income for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014 . The increase was partially offset by the reduction in non-controlling interest as a result of the acquisition of limited partner interests in Seadrill Operating LP by Seadrill Partners in July 2014.

B. Liquidity and Capital Resources
Liquidity and Cash Needs
The Company operates in a capital-intensive industry, and its primary liquidity needs are to finance the purchase of additional drilling units and other capital expenditures, service its debt, fund investments (including the equity portion of investments in drilling units), fund working capital, maintain cash reserves against fluctuations in operating cash flows and pay distributions. The Company expects to fund its short-term liquidity needs through a combination of cash generated from operations and debt and equity financings.
The Company's operating agreement requires it to distribute its available cash each quarter. In determining the amount of cash available for distribution, the Company's board of directors determines the amount of cash reserves to set aside, including reserves for future maintenance capital expenditures, working capital and other matters. Because of the substantial capital expenditures we are required to make to maintain our current fleet, our annual estimated maintenance and replacement capital expenditures are estimated to be $193 million per year as of June 30, 2015 , which is comprised of $75 million for long term maintenance and society classification surveys and $118 million , including financing costs, for replacing our existing rigs at the end of their useful lives.
As of March 31, 2015 , our cash and cash equivalents were $242.0 million , compared to $242.7 million as of December 31, 2014 . In connection with the closing of our IPO, OPCO entered into a five year $300.0 million revolving credit facility with Seadrill as the lender, which we refer to as the sponsor credit facility. This was reduced to $100.0 million following a refinancing in February 2014, when OPCO also entered into a five-year $100.0 million revolving credit facility with a syndicate of external banks. As of March 31, 2015 , the outstanding balance on both of these facilities was zero . The Company believes its current resources, including the potential borrowings under these revolving credit facilities, are sufficient to meet its working capital requirements for its current business for at least the next twelve months. Generally, the Company's long term sources of funds will be a combination of cash generated from operations, debt, equity financing and borrowings from and leasing arrangements with commercial banks. Because we distribute all of our available cash, we expect that we will rely upon external financing sources, including bank borrowings and the issuance of debt and equity securities, to fund acquisitions and other expansion capital expenditures.

Cash Flows
Net cash provided by operating activities was $153.9 million and $67.5 million for the three months ended March 31, 2015 and 2014 , respectively. The increase is primarily due to higher operating income and improved cash collections from customers during the three months ended March 31, 2015, as compared to the three months ended March 31, 2014.
Net cash used in investing activities was $4.9 million and $689.8 million for the three months ended March 31, 2015 and 2014 , respectively. The change primarily relates to the $672.6 million net cash paid to acquire the entities that own and operate West Auriga from Seadrill during the three months ended March 31, 2014 .
Net cash used in financing activities was $150.8 million and net cash provided by financing activities was $662.7 million during the three months ended March 31, 2015 and 2014 , respectively. For the three months ended March 31, 2015 , net cash used in financing activities of $150.8 million relates primarily to cash distributions of $118.0 million and repayment of long term debt. Net cash provided by financing activities of $662.7 million during the three months ended March 31, 2014 primarily resulted from proceeds from our Senior Secured Credit Facilities of $1,755.6 million, proceeds from the issuance of common units related to the West Auriga acquisition of $401.3 million and proceeds from the issuance of units by Seadrill Capricorn Holdings LLC to Seadrill of $341.5 million. These inflows were partly offset by repayments of long-term related party debt of $1,134 million which was refinanced by the Senior Secured Credit Facilities, repayment of the related party revolving credit facility of $125.9 million,

10


repayments of related party discount notes of $299.9 million and cash distributions of $271.9 million during the three months ended March 31, 2014.


11



Borrowing Activities
As of March 31, 2015 and December 31, 2014 , the Company had the following debt amounts outstanding:

 (In $ millions)
March 31, 2015

December 31, 2014

External debt agreements




Amended Senior Secured Credit Facilities
$
2,866.4

$
2,881.0

$1,450 facility
412.8

422.9

Sub-total external debt
$
3,279.2

$
3,303.9

  Less current portion of long-term debt
(69.0
)
(76.5
)
Long-term external debt
3,210.2

3,227.4

 
 
 
Related party debt agreements
 
 
 Rig Financing and Loan Agreements




West Vencedor  Loan Agreement (previously $1,200 facility)
$
70.0

$
78.2

   $440 facility
158.8

158.8

Sub-total Rig Financing Agreements
$
228.8

$
237.0






 Other related party debt




   $109.5 T-15 vendor financing facility
$
109.5

$
109.5

Total related party debt
$
338.3

$
346.5

  Less current portion of related party debt
(36.3
)
(40.4
)
Long-term related party debt and related party loan notes
$
302.0

306.1






Total external and related party debt
$
3,617.5

3,650.4



The outstanding debt as of March 31, 2015 is repayable as follows:
(In US$ millions)

As at March 31,

 
 
 
 
2016
$
105.3

2017
215.1

2018
204.8

2019
116.4

2020
63.6

2021 and thereafter
2,912.3

Total outstanding debt
$
3,617.5


The significant developments relating to the Company's debt subsequent to December 31, 2014 are set forth below.
Rig Financing Agreements
In June 2010, Seadrill entered into a $1,200 million senior secured term loan in part to fund the delivery of the West Vencedor , as well as other Seadrill rigs. The Company refers to this secured term loan as the West Vencedor Facility. The West Vencedor was pledged to secure Seadrill's obligations under the West Vencedor Facility. In connection with the Company's initial public offering in October 2012 (“IPO”), Seadrill amended and restated the West Vencedor Facility to allow for the transfer of the West Vencedor to OPCO and to provide for Seadrill Operating and Seadrill Vencedor Ltd., the owner of the West Vencedor , to guarantee the obligations under the West Vencedor Facility. The West Vencedor Facility bore interest at LIBOR plus 2.25%. The West Vencedor Facility was repaid in full by Seadrill in June 2014, and subsequently the related party agreement between the Company and Seadrill was amended to carry on this facility on the same terms, referred to as the

12



West Vencedor Loan Agreement. The West Vencedor Loan Agreement was scheduled to mature in June 2015 and all outstanding amounts thereunder would be due and payable, including a balloon payment of $69.9 million . On April 14, 2015 the West Vencedor Loan Agreement was amended and the maturity date was extended to June 25, 2018. The West Vencedor Loan Agreement bears a margin of 2.25% , a guarantee fee of 1.4% and a balloon payment of $20.6 million due at maturity in June 2018. As at March 31, 2015 the total net book value of the West Vencedor pledged as security was $180.6 million . The outstanding balance under the West Vencedor Loan Agreement due to Seadrill was $70.0 million as of March 31, 2015 ( $78.2 million as of December 31, 2014 ).

On June 19, 2015, in connection with the completion of the Polaris Acquisition, Seadrill Polaris Ltd. as borrower, entered into the West Polaris Facility, with Seadrill Limited as parent, and the other companies listed therein as guarantors, the banks and financial institutions listed therein as lenders, DNB Bank ASA and Nordea Bank AB, London Branch as bookrunners, the banks and financial institutions named therein as mandated lead arrangers and DNB Bank ASA, as agent. The West Polaris Facility is comprised of a $320 million term loan facility and a $100 million revolving credit facility. The West Polaris Facility matures on January 31, 2018 and bears interest at a rate of LIBOR plus 2.25% plus, in the event the leverage ratio (as defined in the agreement) exceeds 4.50:1, an additional margin ranging from 0.125% to 0.750%. The term loan of the West Polaris Facility is payable on a monthly basis in equal installments of $3 million and a final lump sum payment of $143 million upon maturity.

Restrictive Covenants
The Company's facilities and related party loan agreements include financial and non-financial covenants applicable to the Company and Seadrill. These covenants are described in Note 12 to the Company's Consolidated and Combined Carve-Out Financial Statements for the year ended December 31, 2014 included in the Company's 20-F. The Company and Seadrill were in compliance with the related covenants as of March 31, 2015 and December 31, 2014 .
Contractual Obligations
The following table sets forth our contractual obligations for the periods indicated as of March 31, 2015 :
($ in millions)
Payments due by Period
 
Total

Less than 1 year

1-3 years

4-5 years

More than 5 years

 
 
 
 
 
 
Long-term debt obligations
$
3,617.5

$
105.3

$
419.9

$
180.0

$
2,912.3

Interest expense commitments on long-term debt obligations (1)
922.6

128.5

285.8

307.9

200.4

Commitment fee on undrawn facilities (2)
17.5

2.5

5.0

5.0

5.0

Deferred consideration payable (3)
166.8

29.9

59.6

59.6

17.7

Total
$
4,724.4

$
266.2

$
770.3

$
552.5

$
3,135.4


(1) The Company's interest commitment on long-term debt is calculated based on the applicable interest rate of the loan agreements and the associated interest rate swap rates.

(2) The $100 million revolving credit facility with Seadrill and the $100.0 million revolving credit facility under the Amended Senior Secured Credit Facilities incur commitment fees on the undrawn balances of 2.0%  per annum and 0.5% per annum respectively.

(3) The Company recognized deferred consideration payable as a result of the purchase of the entities that own and operate the West Vela from Seadrill on November 4, 2014. The payment of these amounts are contingent on the amount of contract revenue and mobilization revenue received from the customer. For further information on the nature of these payments please see Note 3- Business Combinations to the Company's Consolidated and Combined Carve-Out Financial Statements for the year ended December 31, 2014 included in the Company's 20-F.

Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to various market risks, including interest rate, foreign currency exchange and concentration of credit risks. The Company may enter into a variety of derivative instruments and contracts to maintain the desired level of exposure arising from these risks.


13



Interest Rate Risks
The Company’s exposure to interest rate risk relates mainly to its floating interest rate debt and balances of surplus funds placed with financial institutions. This exposure is managed through the use of interest rate swaps and other derivative arrangements. The Company’s objective is to obtain the most favorable interest rate borrowings available without increasing its foreign currency exposure. Surplus funds are generally placed in fixed deposits with reputable financial institutions, yielding higher returns than are available on overnight deposits in banks. Such deposits generally have short-term maturities, in order to provide the Company with flexibility to meet all requirements for working capital and capital investments. The extent to which the Company utilizes interest rate swaps derivatives to manage its interest rate risk is determined by the net debt exposure and its views on future interest rates.

As of March 31, 2015 , the Company was party to interest rate swap agreements with Seadrill and third parties for a combined outstanding principal amount of approximately $3,560.7 million at floating rates between 1.10% per annum and 2.52% per annum. The swap agreements mature between July 2018 and February 2021 . The loss recognized on our interest rate swaps for the three months ended March 31, 2015 , was $51.9 million .

As of March 31, 2015 , the Company's total exposure to floating interest rate fluctuations on our outstanding debt was $56.8 million , compared to $78.6 million as at December 31, 2014 . An increase or decrease in short-term interest rates of 100 bps would thus increase or decrease, respectively, our interest expense by approximately $0.6 million on an annual basis as of March 31, 2015 , as compared to $0.8 million in 2014 .

The fair values of our interest rate swaps as of March 31, 2015 and December 31, 2014 were as follows:
 
 
March 31, 2015
December 31, 2014
(In millions of US dollars)
Outstanding
Principal
Fair Value
Outstanding
Principal
Fair Value
 
 
 
 
 
Related party assets - interest rate swap agreements
$
607.9

$
1.4

$
690.1

$
6.0

Related party liabilities - interest rate swap agreements

78.4

(1.5
)


Other current liabilities - interest rate swap agreements
2,874.4

(88.9
)
2,881.7

(56.1
)
For further disclosure of the fair value of the derivatives and debt obligations outstanding as of March 31, 2015 , please read Note 6 and Note 7 of the Unaudited Consolidated Financial Statements included elsewhere in this Form 6-K.

Foreign Currency Fluctuation Risks

The Company and all of its subsidiaries use the US Dollar as their functional currency because the majority of their revenues and expenses are denominated in US Dollars. The Company's reporting currency is also US Dollars. The Company does, however, earn revenue and incur expenses in Canadian Dollars, Euros and Nigerian Naira and there is a risk that currency fluctuations could have an adverse effect on the value of the Company's cash flows.

The Company is exposed to some extent to foreign currency risk in respect of the West Vencedor , which receives approximately 30% of its dayrate in Euros. In addition, the Company receives 10% of the West Capella’s revenues in Nigerian Naira. There is a natural hedge of exposure to Nigerian Naira as a portion of the Company's operating costs are denominated in Nigerian Naira. In June 2015, the drilling contract for the West Vencedor was completed. As a result of the completion of the drilling contract of the West Vencedor , the foreign currency risk associated with the Euros is expected to be minimal in the short-term and nil thereafter. Please refer to Note 12 to the Unaudited Consolidated Financial Statements included herein. Due to the operations of the West Aquarius in Canada, a portion of the Company's revenues and expenses are denominated in Canadian Dollars. The impact of a 10% appreciation or depreciation in the exchange rate of the Canadian Dollar against the US Dollar would not have a material impact on the Company.


The Company's foreign currency risk arises from:
the measurement of monetary assets and liabilities denominated in foreign currencies converted to US Dollars, with the resulting gain or loss recorded as “Foreign exchange gain/(loss);”

14



the impact of fluctuations in exchange rates on the reported amounts of the Company's revenues and expenses which are denominated in foreign currencies; and
foreign subsidiaries whose accounts are not maintained in US Dollars, which when converted into US Dollars can result in exchange adjustments, which are recorded as a component in members' capital.

The Company does not use foreign currency forward contracts or other derivative instruments related to foreign currency exchange risk.

Credit Risk
The Company has financial assets which expose the Company to credit risk arising from possible default by a counterparty. The Company considers its counterparties to be creditworthy and does not expect any significant loss to result from non-performance by such counterparties. The Company in the normal course of business does not demand collateral from its counterparties.

Concentration of Credit Risk
The market for the Company’s services is the offshore oil and gas industry, and the customers consist primarily of major oil and gas companies, independent oil and gas producers and government-owned oil companies. Ongoing credit evaluations of the Company's customers are performed and generally do not require collateral in the Company's business agreements. Reserves for potential credit losses are maintained when necessary.

Retained Risk

Physical Damage Insurance - Seadrill has purchased hull and machinery insurance to cover for physical damage to its drilling units and those of the Company and charges the Company for the associated cost for its respective drilling units. The Company retains the risk for the deductibles relating to physical damage insurance on the Company’s fleet. The deductible is currently a maximum of $5.0 million per occurrence.

The Company has elected to place an insurance policy for physical damage to rigs and equipment caused by named windstorms in the US Gulf of Mexico with a Combined Single Limit of $ 100.0 million in the annual aggregate, which includes loss of hire. The policy covers the 2015 windstorm season from May 1, 2015 to April 30, 2016.

Loss of Hire Insurance - With the exception of T-15 and T-16 , Seadrill purchases insurance to cover for loss of revenue in the event of extensive downtime caused by physical damage to its drilling units and those of the Company, where such damage is covered under the Seadrill’s physical damage insurance, and charges the Company for the cost related to the Company’s fleet.

The loss of hire insurance has a deductible period of 60 days after the occurrence of physical damage. Thereafter, insurance policies according to which the Company is compensated for loss of revenue are limited to 290 days per event and aggregated per year. The daily indemnity is approximately 75% of the contracted dayrate. The Company retains the risk related to loss of hire during the initial 60 day period, as well as any loss of hire exceeding the number of days permitted under insurance policy.

Protection and Indemnity Insurance - Seadrill purchases protection and indemnity insurance and excess liability insurance for personal injury liability for crew claims, non-crew claims and third-party property damage including oil pollution from the drilling units to cover claims of up to $250.0 million per event and in the aggregate for the West Vencedor, T-15 and T-16, up to $400.0 million per event and in the aggregate for the West Aquarius, West Capella and West Leo , and up to $750.0 million per event and in the aggregate for each of the West Auriga, West Vela, West Capricorn and the West Sirius . Effective June 1, 2015, the protection and indemnity insurance for the West Sirius was reduced to $500 million .

The Company retains the risk for the deductible of up to $0.5 million per occurrence relating to protection and indemnity insurance.


15



Critical Accounting Estimates

The preparation of the Consolidated Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures about contingent assets and liabilities. The Company bases these estimates and assumptions on historical experience and on various other information and assumptions that the Company believes to be reasonable. Critical accounting estimates are important to the portrayal of both the Company's financial condition and results of operations and require the Company to make subjective or complex assumptions or estimates about matters that are uncertain. The basis of preparation and significant accounting policies are disclosed in Note 1 “General Information” and Note 2 “Accounting Policies” of the notes to the Company's Consolidated and Combined Carve-Out Financial Statements for the year ended December 31, 2014 included in the 20-F.

16




SEADRILL PARTNERS LLC
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
for the three months ended March 31, 2015 and 2014
(In $ millions, except per unit amounts)
 
 
Three months ended March 31,
 
 
2015

2014

 
 
 
 
Operating revenues
 
 
 
Contract revenues
 
$
385.9

$
260.6

Reimbursable revenues
 
10.1

14.7

Other revenues
 
4.7


Total operating revenues
 
400.7

275.3

 
 
 
 
Operating expenses
 
 
 
Vessel and rig operating expenses
 
118.5

84.3

Amortization of favorable contracts
 
11.2


Reimbursable expenses
 
9.2

14.3

Depreciation and amortization
 
57.5

39.7

General and administrative expenses
 
13.6

13.4

Total operating expenses
 
210.0

151.7

 
 
 
 
Operating income
 
190.7

123.6

 
 
 
 
Financial items
 
 
 
Interest income
 
1.0

0.9

Interest expense
 
(52.0
)
(28.6
)
Loss on derivative financial instruments
 
(51.9
)
(49.2
)
Foreign currency exchange (loss) / gain
 
(2.6
)
1.1

Total financial items
 
(105.5
)
(75.8
)
 
 
 
 
Income before income taxes
 
85.2

47.8

Income taxes
 
(14.3
)
(4.0
)
Net income
 
$
70.9

$
43.8

 
 
 
 
Net income attributable to Seadrill Partners LLC members
 
$
38.2

$
19.8

Net income attributable to the non-controlling interest
 
$
32.7

$
24.0

 
 
 
 
Earnings per unit (basic and diluted)
 
 
 
Common unitholders
 
$
0.42

$
0.42

Subordinated unitholders
 
$
0.42

$


A Statement of Other Comprehensive Income has not been presented as there are no items recognized in other comprehensive income.

See accompanying notes that are an integral part of these unaudited Consolidated Financial Statements.

F-1


SEADRILL PARTNERS LLC
UNAUDITED CONSOLIDATED BALANCE SHEETS
as of March 31, 2015 and December 31, 2014
(In $ millions, except unit amounts)
 
March 31, 2015

December 31, 2014

 
 
 
ASSETS
 
 
Current assets
 
 
Cash and cash equivalents
$
242.0

$
242.7

Accounts receivables, net
241.6

294.5

Amount due from related party
11.0

62.7

Other current assets
137.9

138.4

Total current assets
632.5

738.3

 
 
 
Non-current assets
 
 
Drilling units
5,098.5

5,141.1

Goodwill
3.2

3.2

Deferred tax assets
19.2

16.9

Other non-current assets
411.4

447.0

Total non-current assets
5,532.3

5,608.2

Total assets
$
6,164.8

$
6,346.5

 
 
 
LIABILITIES AND MEMBERS’ CAPITAL
 
 
Current liabilities
 
 
Current portion of long-term debt
$
69.0

$
76.5

Current portion of long-term related party payable
36.3

40.4

Trade accounts payable
7.9

7.9

Other related party payables
185.7

275.8

Other current liabilities
215.8

227.4

Total current liabilities
514.7

628.0

 
 
 
Non-current liabilities
 
 
Long-term debt
3,210.3

3,227.4

Long-term related party payable
301.9

306.1

Deferred and contingent consideration payable to Seadrill
115.0

111.2

Other non-current liabilities
25.7

29.5

Total non-current liabilities
3,652.9

3,674.2

 
 
 
Equity
 
 
Members’ capital:
 
 
Common unitholders (issued 75,278,250 units as at March 31, 2015 and as at December 31, 2014)
899.3

913.3

Subordinated unitholders (issued 16,543,350 units as at March 31, 2015 and as at December 31, 2014)
8.6

11.7

Seadrill member interest
3.2

3.2

Total members’ capital
911.1

928.2

Non-controlling interest
1,086.1

1,116.1

Total equity
1,997.2

2,044.3

Total liabilities and equity
$
6,164.8

$
6,346.5


See accompanying notes that are an integral part of these unaudited Consolidated Financial Statements.

F-2


SEADRILL PARTNERS LLC
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three months ended March 31, 2015 and 2014
(In $ millions)
 
Three months ended March 31,
 
2015

2014

Cash Flows from Operating Activities
 
 
Net income
$
70.9

$
43.8

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization
57.5

39.7

Amortization of deferred loan charges
11.8

2.6

Amortization of mobilization revenue
(4.3
)
(8.3
)
Amortization of favorable contracts
11.2


Unrealized loss on derivative financial instruments
38.9

49.6

Payment for long term maintenance
(10.1
)

Deferred income tax benefit
(1.8
)

Unwind of discount on deferred consideration
4.5


Changes in operating assets and liabilities, net of effect of acquisitions:
 
 
Trade accounts receivable
52.9

(66.5
)
Prepaid expenses and accrued income
1.6


Trade accounts payable

9.2

Related party receivables
45.7

49.3

Related party payables
(90.9
)
(48.8
)
Other assets
10.0

13.3

Other liabilities
(44.0
)
(16.4
)
Net cash provided by operating activities
$
153.9

$
67.5

 
 
 
Cash Flows from Investing Activities
 
 
Additions to newbuildings and drilling units
$
(4.9
)
$
(17.2
)
Acquisition of subsidiaries, net of cash acquired

(672.6
)
Net cash used in investing activities
$
(4.9
)
$
(689.8
)
 
 
 
Cash Flows from Financing Activities
 
 
Net proceeds from long term debt
$

$
1,755.6

Repayments of long term debt
(24.6
)
(4.0
)
Repayments of related party debt
(8.2
)
(1,134.0
)
Repayments of revolving credit facility

(125.9
)
Repayments of related party discount notes

(299.9
)
Cash distributions
(118.0
)
(271.9
)
Proceeds on issuance of common units, net of fees

401.3

Proceeds on issuance of equity to related parties

341.5

Net cash (used in) / provided by financing activities
$
(150.8
)
$
662.7

 
 
 
Effect of exchange rate changes on cash
$
1.1

$

 
 
 
Net (decrease) / increase in cash and cash equivalents
$
(0.7
)
$
40.4

Cash and cash equivalents at beginning of the period
242.7

89.7

Cash and cash equivalents at the end of period
$
242.0

$
130.1

 
 
 
Supplementary disclosure of cash flow information
 
 
Interest paid
$
(78.2
)
$
(28.2
)
Taxes paid
(12.0
)
(10.0
)
 
See accompanying notes that are an integral part of these unaudited Consolidated Financial Statements.

F-3


SEADRILL PARTNERS LLC
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
for the three months ended March 31, 2015 and 2014
(In $ millions)

 
 
Members’ Capital
 
 
 
 
 
 
 
 
Common
Units
 
Subordinated
Units
 
Seadrill
Member
 
Total Before
Non-Controlling
interest
 
Non-
Controlling
Interest
 
Total Members’
Capital
Balance at December 31, 2013
 
$
280.2

 
$
18.8

 
$

 
$
299.0

 
$
955.6

 
$
1,254.6

Common units issued to Seadrill and public (net of transaction costs)
 
401.3

 

 

 
401.3

 

 
401.3

Issuance of units by Seadrill Capricorn Holdings LLC
 

 

 

 

 
341.5

 
341.5

Net income
 
13.8

 
4.9

 
1.1

 
19.8

 
24.0

 
43.8

Cash distribution
 
(19.8
)
 
(7.4
)
 

 
(27.2
)
 
(244.7
)
 
(271.9
)
Balance at March 31, 2014
 
$
675.5

 
$
16.3

 
$
1.1

 
$
692.9

 
$
1,076.4

 
$
1,769.3

 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
 
$
913.3

 
$
11.7

 
$
3.2

 
$
928.2

 
$
1,116.1

 
$
2,044.3

Net income
 
28.7

 
6.3

 
3.2

 
38.2

 
32.7

 
70.9

Cash distribution
 
(42.7
)
 
(9.4
)
 
(3.2
)
 
(55.3
)
 
(62.7
)
 
(118.0
)
Balance at March 31, 2015
 
$
899.3

 
$
8.6

 
$
3.2

 
$
911.1

 
$
1,086.1

 
$
1,997.2


See accompanying notes that are an integral part of these unaudited Consolidated Financial Statements.


F-4



SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 - General information
Basis of presentation

The unaudited interim consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (US GAAP). The amounts are presented in United States dollar (US dollar) rounded to the nearest hundred thousand, unless stated otherwise.

The unaudited interim consolidated financial statements do not include all of the disclosures required in complete annual financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the Company's annual consolidated and combined carve-out financial statements as of December 31, 2014 filed on Form 20-F (our “audited 2014 financial statements”). The year-end balance sheet data was derived from our audited 2014 financial statements, but does not include all disclosures required by US GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement have been included. Preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant accounting policies

The accounting policies adopted in the preparation of the unaudited interim consolidated financial statements are consistent with those followed in the preparation of our annual audited 2014 financial statements for the year ended December 31, 2014 , unless otherwise included in these unaudited interim consolidated financial statements as separate disclosures.


Note 2 - Recent Accounting Pronouncements
Recently Adopted Accounting Standards

In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-06, Earnings Per Share (Topic 260) which includes the final version of Proposed ASU EITF -14A - Earnings Per Share - Effects on Historical Earnings per Unit of Master Limited Partnership Drop Down Transactions . The amendments in this update specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner interest, and previously reported earnings per unit of the limited partners would not change as a result of a drop down transaction. This ASU is effective for the first interim period beginning after December 15, 2015 and early adoption is permitted. The Company has chosen to early adopt this ASU in the first quarter of 2015. However, the adoption of this standard by the Company does not have a material impact on its consolidated financial statements and related disclosures.

Recently Issued Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which provides new authoritative guidance on the methods of revenue recognition and related disclosure requirements. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016 and shall be applied, at the Company’s option, retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is not permitted. In April 2015 the FASB proposed to defer the effective date of the guidance by one year.
Based on this proposal, public entities would need to apply the new guidance for annual reporting periods beginning after December 15, 2017, and interim periods therein. The Company is in the process of evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which provides new authoritative guidance with regards to management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The ASU will be effective for all entities in the first annual period ending after December 15, 2016

F-5

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


(December 31, 2016 for calendar year end entities) and early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis , which made targeted amendments to the current consolidation guidance that could affect all industries. The FASB issued this guidance to respond to stakeholders’ concerns about the current accounting for consolidation of certain legal entities. Financial statement users asserted that in certain situations in which consolidation is ultimately required, deconsolidated financial statements are necessary to better analyze the reporting entity’s economic and operational results. Previously, the FASB issued an indefinite deferral for certain entities to partially address those concerns. However, the amendments in this guidance rescind that deferral and address those concerns by making changes to the consolidation guidance. The Company is in the process of evaluating the impact of this standard update on its consolidated financial statements and related disclosures.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest, (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The accounting standard update will be effective for the first interim period beginning after December 15, 2015 and early adoption is permitted. The Company is in the process of evaluating the impact of this standard update on its consolidated financial statements and related disclosures.

Note 3 - Segment information

Operating segments

The Company’s fleet is regarded as one single global segment, and is reviewed by the Chief Operating Decision Maker as an aggregated sum of assets, liabilities and activities generating distributable cash to meet minimum quarterly distributions.

A breakdown of the Company’s contract revenues by customer for the three months ended March 31, 2015 and 2014 are follows:


 
Three months ended March 31,
 
 
2015

2014

 
 
 
 
ExxonMobil*
 
23.8
%
16.5
%
Total
 
%
8.6
%
Chevron
 
11.9
%
17.6
%
BP
 
50.6
%
36.1
%
Tullow
 
13.7
%
21.2
%
Total
 
100.0
%
100.0
%

* The ExxonMobil drilling contract was assigned to Hibernia Management and Development Co. Ltd. which is a consortium majority owned by ExxonMobil.

Geographic Data
 
Revenues are attributed to geographical areas based on the country of operations for drilling activities, i.e. the country where the revenues are generated. The following presents the revenues and fixed assets by geographic area:


F-6

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Revenues

(In US$ millions)
Three months ended March 31,
 
2015

2014

 
 
 
Nigeria
$
63.1

$
54.3

Angola
21.4

22.4

Canada
35.0

19.6

United States
199.4

94.2

Thailand
25.6

27.6

Ghana
56.2

55.2

Other

2.0

Total
$
400.7

$
275.3



As of March 31, 2015 and December 31, 2014 the drilling units were located as follows:

Fixed Assets – Drilling units(1)

(In US$ millions)
March 31, 2015

December 31, 2014

 
 


Nigeria
$
521.3

$
525.4

Angola
180.6

182.5

Ghana
602.6

608.4

Canada
536.2

539.3

United States
2,999.4

3,024.3

Thailand
258.4

261.2

Total
$
5,098.5

$
5,141.1


(1) The fixed assets referred to in the table above include the ten drilling units at March 31, 2015 and December 31, 2014.

Asset location at the end of the period is not necessarily indicative of the geographic distribution of the revenues or operating profits generated by such assets during the period.


Note 4 – Taxation
Income taxes consist of the following:
(In $ millions)
Three months ended March 31,
 
2015

2014

 
 
 
Current tax expense:
 
 
United Kingdom
$

$

Foreign
16.1

4.0

Total current tax expense
$
16.1

$
4.0

 
 
 
Deferred tax benefit:
 
 
United Kingdom


Foreign
(1.8
)

Total income tax expense
$
14.3

$
4.0


F-7

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



Seadrill Partners LLC is tax resident in the United Kingdom. The Company's controlled affiliates operate and earn income in several countries and are subject to the laws of taxation within those countries. Currently none of the Company's controlled affiliates operate in the United Kingdom and therefore the Company is not subject to UK tax. Subject to changes in the jurisdictions in which the Company's drilling units operate and/or are owned, differences in levels of income and changes in tax laws, the Company's effective income tax rate may vary substantially from one reporting period to another. The Company's effective income tax rate for the three month periods ended March 31, 2015 and 2014 is as follows:

Effective tax rate

Three months ended March 31,
 
2015

2014

 
 
 
United Kingdom statutory income tax rate
20.3
 %
21.5
 %
Effect of other tax jurisdictions
(3.5
)%
(13.1
)%
Effective income tax rate
16.8
 %
8.4
 %

Deferred taxes

The net deferred tax assets consist of the following:
(In US$ millions)

March 31, 2015

December 31, 2014

 
 


Net operating loss carryfoward
$
15.8

$
14.8

Property, plant and equipment
4.3

3.0

Provisions
1.1

1.5

Gross deferred tax assets
$
21.2

$
19.3

Valuation allowance related to NOL
$
(1.0
)
$
(0.9
)
Net deferred tax asset
$
20.2

$
18.4


The net deferred tax assets are classified as follows:
(In US$ millions)

March 31, 2015

December 31, 2014

 
 
 
Short-term deferred tax assets
$
1.0

$
1.5

Long-term deferred tax assets
19.2

16.9

Net deferred tax
$
20.2

$
18.4


As of March 31, 2015 , deferred tax assets related to net operating loss ("NOL") carryforwards was $15.8 million , which can be used to offset future taxable income. NOL carry forwards, which were generated in various jurisdictions will expire, if not utilized, in 2033 , 2034 and 2035 . A valuation allowance of $1.0 million on the NOL carryforwards results where we do not expect to generate future taxable income. The Company did not have any deferred tax liabilities at March 31, 2015 and December 31, 2014 .

We have no net deferred tax liabilities as of March 31, 2015 and December 31, 2014 .


F-8

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Note 5 – Drilling units
(In $ millions)
March 31, 2015

December 31, 2014

 
 


Cost
$
5,805.4

$
5,790.5

Accumulated depreciation
(706.9
)
(649.4
)
Net book value
$
5,098.5

$
5,141.1


Depreciation expense was $57.5 million and $39.7 million for the three months ended March 31, 2015 and 2014 , respectively.


Note 6 – Debt
As of March 31, 2015 and December 31, 2014 , the Company had the following debt amounts outstanding:
 (In $ millions)
March 31, 2015

December 31, 2014

External debt agreements




Amended Senior Secured Credit Facilities
$
2,866.4

$
2,881.0

$1,450 facility
412.8

422.9

Sub-total external debt
$
3,279.2

$
3,303.9

  Less current portion of long-term debt
(69.0
)
(76.5
)
Long-term external debt
3,210.2

3,227.4

 
 
 
Related party debt agreements
 
 
 Rig Financing and Loan Agreements




   West Vencedor  Loan Agreement (previously $1,200 facility)
$
70.0

$
78.2

   $440 facility
158.8

158.8

Sub-total Rig Financing Agreements
$
228.8

$
237.0






 Other related party debt




   $109.5 T-15 vendor financing facility
$
109.5

$
109.5

Total related party debt
$
338.3

$
346.5

  Less current portion of related party debt
(36.3
)
(40.4
)
Long-term related party debt and related party loan notes
302.0

306.1






Total external and related party debt
3,617.5

3,650.4


The outstanding debt as of March 31, 2015 is repayable as follows:
(In US$ millions)

As at March 31,

 
 
2016
$
105.3

2017
215.1

2018
204.8

2019
116.4

2020
63.6

2021 and thereafter
2,912.3

Total outstanding debt
$
3,617.5



F-9

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The significant developments relating to the Company's debt in the three months ended March 31, 2015 are explained below.
Rig Financing Agreements

In June 2010, Seadrill Limited ("Seadrill") entered into a $1,200 million senior secured term loan in part to fund the delivery of the West Vencedor , as well as other Seadrill rigs. The Company refers to this secured term loan as the West Vencedor Facility. The West Vencedor was pledged to secure Seadrill's obligations under the West Vencedor Facility. In connection with the Company's IPO, Seadrill amended and restated the West Vencedor Facility to allow for the transfer of the West Vencedor to OPCO and to provide for Seadrill Operating LP (“Seadrill Operating”) and Seadrill Vencedor Ltd., the owner of the West Vencedor , to guarantee the obligations under the West Vencedor Facility. The West Vencedor Facility bore interest at LIBOR plus 2.25%. The West Vencedor Facility was repaid in full by Seadrill in June 2014, and subsequently the related party agreement between the Company and Seadrill was amended to carry on this facility on the same terms, referred to as the West Vencedor Loan Agreement. The West Vencedor Loan Agreement was scheduled to mature in June 2015 and all outstanding amounts thereunder would be due and payable, including a balloon payment of $69.9 million . On April 14, 2015 the West Vencedor Loan Agreement was amended and the maturity date was extended to June 25, 2018. The West Vencedor Loan Agreement bears a margin of 2.25% , a guarantee fee of 1.4% and a balloon payment of $20.6 million due at maturity in June 2018. As at March 31, 2015 the total net book value of the West Vencedor pledged as security was $180.6 million . The outstanding balance under the West Vencedor Loan Agreement due to Seadrill was $70.0 million as of March 31, 2015 ( $78.2 million as of December 31, 2014 ).


Restrictive Covenants
The Company's facilities and related party loan agreements include financial and non-financial covenants applicable to the Company and Seadrill. These covenants are described in Note 12 to the Company's Consolidated and Combined Carve-Out Financial Statements for the year ended December 31, 2014 included in the Company's Form 20-F filed with the SEC on April 21, 2015. The Company and Seadrill were in compliance with the related covenants as of March 31, 2015 and December 31, 2014 .


Note 7 – Risk management and financial instruments
The Company is exposed to various market risks, including interest rate, foreign currency exchange and concentration of credit risks. The Company may enter into a variety of derivative instruments and contracts to maintain the desired level of exposure arising from these risks.

Interest rate risk management

The Company’s exposure to interest rate risk relates mainly to its floating interest rate debt and balances of surplus funds placed with financial institutions. This exposure is managed through the use of interest rate swaps and other derivative arrangements. The Company’s objective is to obtain the most favorable interest rate borrowings available without increasing its foreign currency exposure. The extent to which the Company utilizes interest rate swaps and other derivatives to manage its interest rate risk is determined by the net debt exposure and its views on future interest rates.


F-10

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Interest rate swap agreements

At March 31, 2015 the Company was party to interest rate swap agreements with Seadrill and third parties with a combined outstanding principal of $3,560.7 million ( December 31, 2014 : $3,571.8 million ). These agreements do not qualify for hedge accounting and accordingly any changes in the fair values of the swap agreements are included in the consolidated and combined statement of operations under "(Loss)/gain on derivative financial instruments". The total fair value of the related party interest rate swaps outstanding at March 31, 2015 amounted to a liability of $0.1 million ( December 31, 2014 : an asset of $6.0 million ). The fair value of the related party interest rate swaps are classified as amounts due to related party in the consolidated balance sheet. The total fair value of the third party interest rate swaps outstanding at March 31, 2015 amounted to a liability of $88.9 million ( December 31, 2014 : $56.1 million ). The fair value of the third party interest rate swaps are classified within other current liabilities in the consolidated balance sheet. The total loss recognized for the three months to March 31, 2015 was $51.9 million ( three months to March 31, 2014 : loss of $49.2 million ).

The Company’s interest rate swap agreements as at March 31, 2015 , were as follows:
    
Outstanding principal
 
Receive rate
 
Pay rate

 
Length of contract
(In US$ millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
427.5

(1) (2)
 
3 month LIBOR
 
1.10
%
 
July 2, 2018
$
100.0

(2)
 
3 month LIBOR
 
1.36
%
 
October 29, 2019
$
80.4

(1) (2)
 
3 month LIBOR
 
1.11
%
 
June 19, 2020
$
78.4

(1) (2)
 
3 month LIBOR
 
1.93
%
 
December 21, 2020
$
2,874.4

(1)
 
3 month LIBOR
 
2.45 - 2.52%

 
Feb 2014 - Feb 2021

(1) The outstanding principal of these amortizing swaps falls with each capital repayment of the underlying loans.
(2) Related party interest rate swap agreements.

The counterparties to the above interest rate swap agreements are Seadrill and also various banks. The Company believes the counterparties to be creditworthy.

Foreign Currency Risk

The Company and all of its subsidiaries use the U.S. Dollar as their functional currency because the majority of their revenues and expenses are denominated in U.S. Dollars. The Company's reporting currency is also U.S. Dollars. The Company does, however, earn revenue and incur expenses in Canadian Dollars and Nigerian Naira and there is a risk that currency fluctuations could have an adverse effect on the value of the Company's cash flows.

Credit risk

The Company has financial assets which expose the Company to credit risk arising from possible default by counterparties. The Company considers its counterparties to be creditworthy and does not expect any significant loss to result from non-performance by such counterparties. The Company in the normal course of business does not demand collateral from its counterparties.


F-11

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Fair values of financial instruments
 
The carrying value and estimated fair value of the Company's financial instruments at March 31, 2015 and December 31, 2014 were as follows:

 
March 31, 2015
 
December 31, 2014
 
(In US$ millions)
Fair
value

 
Carrying
value

 
Fair
value

 
Carrying
value

 
 
 
 
 
 
 
 
Cash and cash equivalents
$
242.0

 
$
242.0

 
$
242.7

 
$
242.7

Current portion of long-term debt
63.4

 
69.0

 
68.2

 
76.5

Current portion of long term debt to related party
36.3

 
36.3

 
40.4

 
40.4

Long-term debt
2,637.2

 
3,210.3

 
2,574.9

 
3,227.4

Long-term portion of debt to related party
301.9

 
301.9

 
306.1

 
306.1

Related party deferred and contingent consideration
144.8

 
144.8

 
137.0

 
137.0


The carrying value of cash and cash equivalents, which are highly liquid, is a reasonable estimate of fair value and categorized at level 1 on the fair value measurement hierarchy.
The fair value of the revolving credit facility with Seadrill is considered to be equal to the carrying value, as the facility bears an interest of LIBOR plus a margin of 5.0% , with a commitment fee of 40% of the margin, which is concluded to be on arm's length terms. This is therefore categorized at level 2 on the fair value measurement hierarchy.

The fair value of the current and long-term portion of floating rate debt (consisting of external debt, rig financing agreements with Seadrill and vendor financing agreements with Seadrill) are estimated to be equal to the carrying value since they bear variable interest rates, which are reset on a quarterly basis, except for the T-15 and T-16 Rig Facilities which are reset on a semi-annual basis. This debt is not freely tradable and cannot be purchased by the Company at prices other than the outstanding balance plus accrued interest. This is categorized at level 2 on the fair value measurement hierarchy.

The Amended Senior Secured Credit Facilities are freely tradable and therefore the fair value of the current and long-term portion of the outstanding debt have been set equal to the price at which they were traded at on March 31, 2015 and December 31, 2014 . We have categorized this at level 1 on the fair value measurement hierarchy.

The fair value of the related party discount notes is estimated to be equal to the carrying value. This debt is not freely tradable and cannot be purchased by the Company at prices other than specified in the loan note agreements. The loan notes however are redeemable at a values that are concluded to be on arm's length terms, with an implicit rate of interest of 3.735% . This is categorized at level 2 on the fair value measurement hierarchy.

The fair value of the related party deferred and contingent consideration relating to the purchase of the West Vela is estimated to be equal to the carrying value since the liabilities have been calculated using the estimated future cash outflows discounted back to the present value. These liabilities are considered to be on arm's length terms. This is categorized at level 2 on the fair value measurement hierarchy.


F-12

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Other financial instruments that are measured at fair value on a recurring basis are as follows:

 
Fair value

 
Fair value measurements
at reporting date using
 
 
 
Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

(In US$ millions)
March 31, 2015

 
(Level 1)

(Level 2)

(Level 3)

Current Liabilities:
 
 
 
 
 
Derivative instruments – Interest rate swap contracts
$
(88.9
)
 

$
(88.9
)

Derivative instruments – Interest rate swap contracts (Related party)
(0.1
)
 

(0.1
)

Total liabilities
(89.0
)
 

(89.0
)



 
Fair value

 
Fair value measurements
at reporting date using
 
 
 
Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

(In US$ millions)
December 31, 2014

 
(Level 1)

(Level 2)

(Level 3)

Current Assets:
 
 
 
 
 
Derivative instruments – Interest rate swap contracts (related party)
$
6.0

 

$
6.0


Total assets
6.0

 

6.0


 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Derivative instruments – Interest rate swap contracts
$
(56.1
)
 

$
(56.1
)

Total liabilities
(56.1
)
 

(56.1
)


US GAAP emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, US GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).

Level one input utilizes unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level two inputs are inputs other than quoted prices included in level one that are observable for the asset or liability, either directly or indirectly. Level two inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability, other than quoted prices, such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level three inputs are unobservable inputs for the asset or liability, which are typically based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.


F-13

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The fair values of interest rate swaps are calculated using well-established independent valuation techniques applied to contracted cash flows and LIBOR interest rates as of March 31, 2015 and December 31, 2014 .

Retained risk

a) Physical Damage Insurance

Seadrill has purchased hull and machinery insurance to cover for physical damage to its drilling units and those of the Company and charges the Company for the associated cost for its respective drilling units. The Company retains the risk for the deductibles relating to physical damage insurance on the Company’s fleet. The deductible is currently a maximum of $5.0 million per occurrence.

The Company has elected to place an insurance policy for physical damage to rigs and equipment caused by named windstorms in the U.S. Gulf of Mexico with a Combined Single Limit of $ 100.0 million in the annual aggregate, which includes loss of hire. The policy covers the 2015 windstorm season from May 1, 2015 to April 30, 2016.

b) Loss of Hire Insurance
With the exception of T-15 and T-16 , Seadrill purchases insurance to cover for loss of revenue in the event of extensive downtime caused by physical damage to its drilling units and those of the Company, where such damage is covered under the Seadrill’s physical damage insurance, and charges the Company for the cost related to the Company’s fleet.
The loss of hire insurance has a deductible period of 60 days after the occurrence of physical damage. Thereafter, insurance policies according to which the Company is compensated for loss of revenue are limited to 290 days per event and aggregated per year. The daily indemnity is approximately 75% of the contracted dayrate. The Company retains the risk related to loss of hire during the initial 60 day period, as well as any loss of hire exceeding the number of days permitted under insurance policy.

(c) Protection and Indemnity Insurance
Seadrill purchases protection and indemnity insurance and excess liability insurance for personal injury liability for crew claims, non-crew claims and third-party property damage including oil pollution from the drilling units to cover claims of up to $250.0 million per event and in the aggregate for the West Vencedor, T-15 and T-16, up to $400.0 million per event and in the aggregate for the West Aquarius, West Capella and West Leo , and up to $750.0 million per event and in the aggregate for each of the West Auriga, West Vela, West Capricorn and the West Sirius . Effective June 1, 2015, the protection and indemnity insurance for the West Sirius was reduced to $500 million .

The Company retains the risk for the deductible of up to $0.5 million per occurrence relating to protection and indemnity insurance.

Concentration of Risk

There is a concentration of credit risk with respect to cash and cash equivalents as most of the amounts are deposited with Nordea Bank Finland Plc and Danske Bank A/S. The Company considers these risks to be remote.

In the three months ended March 31, 2015 and 2014 , the Company's contract revenues were attributable to the following customers:

(In US$ millions)
 
Three months ended March 31,
 
 
2015

2014

 
 
 
 
ExxonMobil *
 
23.8
%
16.5
%
Total
 
%
8.6
%
Chevron
 
11.9
%
17.6
%
BP
 
50.6
%
36.1
%
Tullow
 
13.7
%
21.2
%
Total
 
100.0
%
100.0
%


F-14

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


* The ExxonMobil drilling contract was assigned to Hibernia Management and Development Co. Ltd. which is a consortium majority owned by ExxonMobil.


Note 8 – Related party transactions
The Company has entered into certain agreements with affiliates of Seadrill to provide certain management and administrative services, as well as technical and commercial management services.

Net expenses (income) from Seadrill:
(In US$ millions)

Three months ended March 31,
 
2015

2014

 
 
 
Management and administrative fees (a) and (b)
$
12.8

$
12.4

Rig operating costs (c)
5.5

5.4

Insurance premiums (d)
5.1

4.6

Interest expense (e)
3.5

27.9

Commitment fee on revolving credit facility (f)
0.5

0.7

Unwind of discount on deferred consideration (l)
4.5


Derivative losses (e)
7.9

19.0

Bareboat charters (g)
(4.1
)
(15.5
)
Other revenues - Nigerian operations (h)
(4.7
)

Total
$
31.0

$
54.5


Receivables (payables) from related parties:
(In US$ millions)
March 31,
2015

December 31, 2014

 
 
 
Trading balances due from Seadrill and subsidiaries (i)
$
35.0

$
56.7

Trading balances due to Seadrill and subsidiaries (i)
(178.0
)
(250.0
)
Rig financing agreements with Seadrill (j)
(158.8
)
(158.8
)
Loan agreement with Seadrill (j)
(70.0
)
(78.2
)
Vendor financing loan agreement with Seadrill (k)
(109.5
)
(109.5
)
Deferred and contingent consideration to related party - short term portion (l)
(29.8
)
(25.8
)
Deferred and contingent consideration to related party - long term portion (l)

(114.9
)
(111.2
)
Derivatives with Seadrill - interest rate swaps (m)
(0.1
)
6.0

(a) Management and administrative service agreement In connection with the IPO, the Company entered into a management and administrative services agreement with Seadrill Management Limited, a wholly owned subsidiary of Seadrill, pursuant to which Seadrill Management Limited provides to the Company certain management and administrative services. The services provided by Seadrill Management Limited are charged at cost plus management fee equal to 5% of Seadrill Management’s costs and expenses incurred in connection with providing these services. The agreement has an initial term for five years and can be terminated by providing 90 days written notice.
(b) Technical and administrative service agreement In connection with the IPO, the Company entered into certain advisory, technical and/or administrative services agreements with subsidiaries of Seadrill. The services provided by Seadrill’s subsidiaries are charged at cost plus service fee equal to 5% of Seadrill’s costs and expenses incurred in connection with providing these services.
(c) Rig operating costs relates to rig operating costs charged by the Angolan service company for West Vencedor.
(d) Insurance premiums – the Company’s drilling units are insured by a subsidiary of Seadrill and the insurance premiums incurred are recharged to the Company.

F-15

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


(e) Interest expense and loss on derivatives - prior to entering the Rig Financing agreements these costs were allocated to the Company from Seadrill based on the Company’s debt as a percentage of Seadrill’s overall debt. Upon entering the Rig Financing Agreements with Seadrill, the costs and expenses have been incurred by the Company.
(f) $100 million revolving credit facility – In October 2012 the Company entered into a $300 million revolving credit facility with Seadrill. The facility is for a term of five years and bears interest at a rate of LIBOR plus 5%  per annum, with an annual 2% commitment fee on the undrawn balance. On March 1, 2014, the revolving credit facility was amended to reduce the maximum borrowing limit from $300 million to $100 million . During three months ended March 31, 2015 the Company drew down nil on the revolving credit facility. As at March 31, 2015 the outstanding balance was nil.
(g) Bareboat charters - In connection with the transfer of the West Aquarius operations to Canada, the West Aquarius drilling contract was assigned to Seadrill Canada Ltd., a wholly owned subsidiary of the Company, necessitating certain changes to the related party contractual arrangements relating to the West Aquarius . Seadrill China Operations Ltd, the owner of the West Aquarius and a wholly-owned subsidiary of the Company, had previously entered into a bareboat charter arrangement with Seadrill Offshore AS, a wholly-owned subsidiary of Seadrill, providing Seadrill Offshore AS with the right to use the West Aquarius . In October 2012, this bareboat charter arrangement was replaced with a new bareboat charter between Seadrill China Operations Ltd and Seadrill Offshore AS, and at the same time, Seadrill Offshore AS entered into a bareboat charter arrangement providing Seadrill Canada Ltd. with the right to use the West Aquarius in order to perform its obligations under the drilling contract described above. For the three months ended March 31, 2015 and 2014 , the net effect to the Company of the bareboat charters was net income of $4.1 million and $15.5 million , respectively.
(h) Other revenues - Nigeria - The Company earns revenues within our Nigerian service company from Seadrill for certain services, including the provision of onshore and offshore personnel, which the Company provided to Seadrill’s West Jupiter and West Saturn drilling rigs.
(i) Trading balances Receivables and payables with Seadrill and its subsidiaries are comprised primarily of unpaid management fees, advisory and administrative services, as well as, accrued interest and interest rate swap agreements. In addition, certain receivables and payables arise when the Company pays an invoice on behalf of a related party and vice versa. Receivables and payables are generally settled quarterly in arrears. Trading balances to Seadrill and its subsidiaries are unsecured, interest free and intended to be settled in the ordinary course of business.
(j) Rig financing agreements and loan Agreements – See Note 12 of the Company's Consolidated and Combined Carve-Out Financial Statements for the year ended December 31, 2014 for details of the Rig Financing Agreements and Loan Agreements. Under the agreements each rig owning subsidiary makes payments of principal and interest directly to the lenders under each Rig Financing Agreement, at Seadrill’s direction and on its behalf, corresponding to payments of principal and interest due under each Rig Financing Agreement that are allocable to each rig.
The Loan Agreement relates to the financing of the West Vencedor, which was previously classified as a Rig Financing Agreement until June 2014 when Seadrill repaid the underlying senior secured loan, and the related party agreement between the Company and Seadrill was amended to carry on this facility on the same terms. Please refer to Note 6 for further information.
(k) $109.5 million vendor financing loan - On May 17, 2013, Seadrill Partners Operating LLC entered into a $109.5 million loan agreement with Seadrill as the lender to finance the acquisition of the T-15 . The T-15 loan agreement bears interest at a rate of LIBOR plus 5% and matures in May 2016.
(l) Deferred consideration to related party - On the acquisition of the West Vela in 2014 the Company recognized a long term deferred consideration balance of $61.7 million and a long term contingent consideration balance of $49.5 million. As at March 31, 2015 the short-term portion of these balances are $16.1 million and $13.7 million respectively, which are presented within Other related party payables on the balance sheet. During the three months ended March 31, 2015 , the Company recognized a fair value measurement charge of $4.5 million in relation to these liabilities.

F-16

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


(m) Derivatives with Seadrill - Interest rate swaps - As of March 31, 2015 , the Company was party to interest rate swap agreements with Seadrill for a combined outstanding principal amount of approximately $686.3 million at rates between 1.10%  per annum and 1.93%  per annum. The swap agreements mature between July 2018 and December 2020 . The net loss recognized on the Company’s interest rate swaps for the period ended March 31, 2015 , was $7.9 million (period ended March 31, 2014 : loss of $19.0 million ).
Indemnifications and guarantees
Tax indemnifications
Under the Omnibus Agreement, and purchase and sale agreements relating to acquisitions subsequent to the IPO, Seadrill has agreed to indemnify the Company against any tax liabilities arising from the operation of the assets contributed or sold to the Company prior to the time they were contributed or sold.
Environmental and other indemnifications
Under the Omnibus Agreement, and purchase and sale agreements relating to acquisitions subsequent to the IPO, Seadrill has agreed to indemnify the Company against certain environmental and toxic tort liabilities with respect to the assets that Seadrill contributed or sold to the Company to the extent arising prior to the time they were contributed or sold.
In addition, pursuant to the Omnibus Agreement, Seadrill agreed to indemnify the Company for any defects in title to the assets contributed or sold to the Company and any failure to obtain, prior to October 14, 2012, certain consents and permits necessary to conduct the Company’s business, which liabilities arise within 3 years after the closing of the IPO on October 24, 2012.
In connection with the West Vela acquisition, Seadrill agreed to indemnify the Company, Seadrill Capricorn Holdings LLC and Seadrill Vela Hungary Kft. against any liability they may incur under the credit facility financing the West Vela in respect of debt that is related to other rigs owned by Seadrill that are financed under the same credit facility as the West Vela.

Note 9 – Commitments and contingencies
Pledged Assets

The book value of assets pledged under financing arrangements at March 31, 2015 was $4,917.9 million ( December 31, 2014 : $4,953.4 million ).

Subsequent to March 31, 2015 the West Vencedor was pledged to Seadrill as a result of the amendment and extension of the West Vencedor Loan Agreement. Please refer to Note 6 – Debt. The book value of the West Vencedor as of March 31, 2015 is $180.6 million .

Guarantees

At March 31, 2015 , the Company had issued the following guarantees in favor of third parties which is the maximum potential future payment for each guarantee:
(In US$ millions)
March 31, 2015

December 31, 2014

 
 
 
Guarantees to customers of the Company's own performance
370.0

370.0

Guarantees in favor of banks
92.4

92.4

Total
462.4

462.4




F-17

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Note 10 - Earnings per unit and cash distributions
The calculations of basic and diluted earnings per unit are presented below.

(In US$ millions,except per unit amounts)
Three months ended March 31,

2015

2014

 
 
 
Net income allocated to:
 
 
Common unitholders
$
31.3

$
19.8

Subordinated unitholders
6.9


Seadrill Member Interest


Net income attributable to Seadrill Partners LLC owners
$
38.2

$
19.8

 
 
 
Weighted average units outstanding (basic and diluted) (in thousands):
 
 
Common unitholders
75,278

46,540

Subordinated unitholders
16,543

16,543

 
 
 
Earnings per unit (basic and diluted):
 
 
Common unitholders
$
0.42

$
0.42

Subordinated unitholders
$
0.42

$
0.00

 
 
 
Cash distributions declared and paid in the period per unit (1):
$
0.5675

$
0.4450

Subsequent event: Cash distributions declared and paid per unit relating to the period (2):
$
0.5675

$
0.5075


Subsequent event: on May 14, 2015 , the Company paid a distribution of $0.5675 per unit relating to the three months ended March 31, 2015 .

(1) Refers to cash distribution declared and paid during the period.
(2) Refers to cash distribution declared and paid subsequent to the period end.

Earnings per unit is calculated as described in Note 17 to the Company's Consolidated and Combined Carve-Out Financial Statements for the year ended December 31, 2014 included in the Company's Form 20-F filed with the SEC on April 21, 2015.

Note 11 - Supplementary cash flow information

The table below summarizes the non-cash financing activities relating to the periods presented:
 
(In $ millions)
March 31, 2015


March 31, 2014

Non-cash financing activities





Acquisition of West Auriga  - loan note payable to Seadrill


$
100


The loan note payable to Seadrill was settled in June 2014.

Note 12 – Subsequent Events
Distribution paid
On May 14, 2015 the Company paid a cash distribution to its common and subordinated unit holders with respect to the quarter ended March 31, 2015 of $0.5675 per unit.

F-18

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Amendment and extension of the West Vencedor loan agreement
On April 14, 2015 the related party loan agreement with Seadrill for the West Vencedor was amended with a new maturity date of June 25, 2018 . Prior to the extension and amendment of the loan agreement for the West Vencedor the remaining balance of the loan was due in 2015 . Under the extension associated with the amendment, the loan will bear interest at a rate equal to LIBOR plus a margin of 2.25% , and provide for a guarantee fee of 1.4% and a balloon payment of $20.6 million amount due at maturity. Repayments of principal of $4.1 million will be due quarterly.
Subsequent to the amendment the portion of the loan due within 12 months of the balance sheet date of March 31, 2015 is equal to $16.5 million while the long-term portion is equal to $53.5 million . Accordingly the Company's balance sheet as at March 31, 2015 has been conformed to reflect this revised profile.
The extension of the maturity date of the loan was granted in return for additional security which includes pledging the West Vencedor , as well as the assignment of earnings and insurances.

Notice of termination for the West Sirius contract and extension of the West Capricorn contract
On March 30, 2015 the Company received a notice of termination from BP Exploration & Production Inc. ("BP") for the contract for the West Sirius. Commencing April 1, 2015 , the dayrate and term for the West Sirius and West Capricorn contracts were swapped. The West Sirius dayrate was decreased by $40,000 per day and the term was decreased by two years to expire in July 2017 while the dayrate for the West Capricorn was increased by $40,000 per day and the term was extended by two years to expire in July 2019 . Amortized payments from BP for the West Capricorn for items such as mobilization and upgrades will continue on the original schedule ending in July 2017 .  In accordance with the cancellation provisions in the West Sirius contract, the Company will receive payments of up to $297,000 per day from BP over the remaining contract term, now expiring in July 2017 .

Appointment of Chief Financial Officer
John T. Roche replaced Rune Magnus Lundetrae as Chief Financial Officer of the Company with effect from June 1, 2015. Mr. Roche is also currently Vice President of Investor Relations for Seadrill and will continue with this responsibility on a part time basis. Prior to joining Seadrill in May 2013 Mr. Roche spent 12 years at Morgan Stanley most recently as an Executive Director in its Investment Banking Division.
Acquisition of the West Polaris
On June 16, 2015, Seadrill Operating LP entered into an agreement with Seadrill to acquire all of the shares of Seadrill Polaris Ltd. (“Seadrill Polaris”), the entity that owns and operates the drillship the West Polaris (the “Polaris Acquisition”) from Seadrill. The Polaris Acquisition was completed on June 19, 2015.
The West Polaris is a 6th generation, dynamically positioned drillship delivered from the Samsung shipyard in 2008. The West Polaris is expected to carry out operations in Angola until the end of its contract with ExxonMobil in March 2018.
The implied purchase price of the Polaris Acquisition is $590 million, less $336 million of debt outstanding under the existing facility financing the West Polaris. Seadrill Operating will fund the balance of the purchase price with $204 million in cash and a seller’s credit of $50 million due in 2021 that carries an interest rate of 6.5% per annum.
The West Polaris is currently contracted with ExxonMobil on a daily rate of $653,000. Under the terms of the acquisition agreement, Seadrill Polaris has agreed to pay Seadrill (a) any dayrate it receives in excess of $450,000 per day, adjusted for daily utilization, through the remaining term, without extension, of the ExxonMobil contract and (b) after the expiration of the term of the existing contract until March 2025, 50% of any such excess dayrate, adjusted for daily utilization.
As part of the acquisition agreement, the $50 million seller’s credit due to Seadrill will be reduced if the average contracted dayrate under any replacement contract is below $450,000 until the seller’s credit’s maturity in 2021. The amount of seller’s credit due will be reduced until the Company’s effective dayrate is $450,000 or until the seller’s credit is reduced to zero. Should the average dayrate of the replacement contract be above $450,000, the entire $50 million seller’s credit must be paid to Seadrill upon maturity of the seller’s credit in 2021. The Company is in the process of finalizing its accounting for the transaction.
Amendment and Restatement of the West Polaris Credit Facility

On June 19, 2015, in connection with the completion of the Polaris Acquisition, Seadrill Polaris Ltd. as borrower, entered into an amendment and restatement of the $420 million term loan facility (the “West Polaris Facility”),

F-19

SEADRILL PARTNERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


relating to the West Polaris, with Seadrill Limited as parent, Ship Finance International Limited as retiring guarantor and the other companies listed therein as guarantors, the banks and financial institutions listed therein as lenders, DNB Bank ASA and Nordea Bank AB, London Branch as bookrunners, the banks and financial institutions named therein as mandated lead arrangers and DNB Bank ASA, as agent. The West Polaris Facility is comprised of a $320 million term loan facility and a $100 million revolving credit facility. The West Polaris Facility matures on January 31, 2018 and bears interest at a rate of LIBOR plus 2.25% plus, in the event the leverage ratio (as defined in the agreement) exceeds 4.50:1, an additional margin ranging from 0.125% to 0.750%. The term loan of the West Polaris Facility is payable on a monthly basis in equal installments of $3 million and a final lump sum payment of $143 million upon maturity.

Completion of drilling contract for the West Vencedor
On June 17, 2015, the semi-tender West Vencedor completed its drilling contract with Chevron. During the month of June until completion of its drilling contract the West Vencedor earned 98% of its day rate. An $8.5 million demobilization fee was invoiced upon completion. The West Vencedor is in the process of being stacked following completion of its drilling contract.
Board of directors appointment
On June 26, 2015, Mr. Andrew Cumming was appointed by the remaining elected directors to replace Mr. Bart Veldhuizen as the Class III elected director to serve until the annual meeting of unitholders in 2016.
Mr. Cumming will also serve on the Company's conflicts committee. Mr. Cumming has almost 40 years of experience in banking and risk management. Prior to retirement in 2014, Mr Cumming spent 17 years of his career in a variety of positions at Lloyds Bank, including 7 years as Senior Sanctioning Director and Chief Credit Officer, for Lloyds Banking Group Commercial Banking Division and membership of Risk and Commercial Banking Executive Committees. Mr. Cumming also currently acts as a director of a UK hotels company, Macdonald Hotel Group, and a mortgage company, Bluestone Holdings Group.


F-20


EXHIBITS
The following exhibits are filed as part of this report:    
Exhibit No.
 
Description
 
 
 
10.1
 
Purchase and Sale Agreement, dated as of June 16, 2015, by and among Seadrill Limited, Seadrill Operating LP, Seadrill Polaris Ltd.
10.2
 
Promissory Note, dated as of June 19, 2015, between Seadrill Operating LP and Seadrill Limited.
 
10.3
 
Guaranty, dated as of June 19, 2015, between Seadrill Partners LLC as the guarantor and Seadrill Limited as the holder.
10.4
 
Advisory, Technical and Administrative Services Agreement, dated June 19, 2015, between Seadrill Management AME Ltd. and Seadrill Polaris Ltd.
10.5
 
Amendment and Restatement Agreement, dated June 19, 2015, between Seadrill Polaris Ltd. as borrower, Seadrill Limited as parent, Ship Finance International Limited as retiring guarantor and and the other companies listed therein as guarantors, the banks and financial institutions listed therein as lenders, DNB Bank ASA and Nordea Bank AB, London Branch as bookrunners, the banks and financial institutions named therein as mandated lead arrangers and DNB Bank ASA, as agent, relating to the US$420,000,000 Term Loan and Revolving Credit Facilities Agreement, originally dated December 28, 2012, as previously amended.

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT:

REGISTRATION STATEMENT ON FORM F-3 (NO. 333-192053) ORIGINALLY FILED WITH THE SEC ON NOVEMBER 1, 2013

REGISTRATION STATEMENT ON FORM F-3 (NO. 333-196286) ORIGINALLY FILED WITH THE SEC ON MAY 27, 2014

















SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SEADRILL PARTNERS LLC



Date: July 2, 2015     
By:
/s/ Graham Robjohns
 
   Name: Graham Robjohns
   Title: Chief Executive Officer





Execution Version

PURCHASE AND SALE AGREEMENT

US 3405311v.11
Dated as of June 16, 2015







TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 1.1
Definitions    2
ARTICLE II
THE PURCHASE AND SALE
Section 2.1
Purchase and Sale of 100% of the Shares of Seadrill Polaris    6
Section 2.2
Reduction to Earn Out for Taxes    6
Section 2.3
Closing    6
Section 2.4
Working Capital Purchase Price Adjustment    6
Section 2.5
Satisfaction of Intercompany Receivables    6
Section 2.6
Withholding Taxes    7
Section 2.7
Liquidation of Remaining Earn Out    7
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SEADRILL
Section 3.1
Representations and Warranties    7
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SEADRILL OPERATING
Section 4.1
Representations and Warranties    12
ARTICLE V
PRE-CLOSING MATTERS
Section 5.1
Covenants of Seadrill Prior to the Closing Date    13
Section 5.2
Covenant of Seadrill Operating Prior to the Closing Date    14
ARTICLE VI
CONDITIONS OF CLOSING
Section 6.1
Conditions of the Parties    14
Section 6.2
Conditions of Seadrill    15
Section 6.3
Conditions of Seadrill Operating    15
ARTICLE VII
TERMINATION, AMENDMENT AND WAIVER
Section 7.1
Termination of this Agreement    16
Section 7.2
Amendments and Waivers    16

i


ARTICLE VIII
INDEMNIFICATION
Section 8.1
Indemnification by Seadrill    16
Section 8.2
Limitations Regarding Indemnification    17
Section 8.3
Indemnification by Seadrill Operating    17
ARTICLE IX
FURTHER ASSURANCES
Section 9.1
Further Assurances    18
Section 9.2
Power of Attorney    18
ARTICLE X
MISCELLANEOUS
Section 10.1
Survival of Representations and Warranties    19
Section 10.2
Headings; References, Interpretation    19
Section 10.3
Successors and Assigns    20
Section 10.4
No Third Party Rights    20
Section 10.5
Counterparts    20
Section 10.6
Governing Law    20
Section 10.7
Severability    20
Section 10.8
Deed; Bill of Sale; Assignment    21
Section 10.9
Integration    21

Schedule A    Insurance Policies
Schedule B    Vessel Registration and Classification

Exhibit A        Form of Seadrill Operating LP Note



ii




PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this “ Agreement ”), dated as of June 16, 2015, is made by and among Seadrill Limited, a Bermuda exempted company (“ Seadrill ”), Seadrill Operating LP, a Marshall Islands limited partnership (“ Seadrill Operating ”), and Seadrill Polaris Ltd., a Bermuda exempted company (“ Seadrill Polaris ”). The above-named entities are sometimes referred to in this Agreement each as a “ Party and collectively as the “ Parties .”
RECITALS
WHEREAS, Seadrill Polaris, is the record owner of the drillship, the West Polaris ;
WHEREAS, Seadrill is the record owner of all of the equity interests in Seadrill Polaris;
WHEREAS, the West Polaris is subject to a contract for offshore drilling services, dated January 10, 2007, between Seadrill Offshore AS and Esso Exploration Inc., as amended by Amendments No. 1 through No. 12 thereto and as assigned to ExxonMobil Deepwater Rig BV (“ Exxon ”) and as novated to Seadrill Polaris Ltd. (the resulting drilling contract following such assignment and novation, the “ West Polaris Drilling Contract ”); and
WHEREAS , pursuant to this Agreement, on the Closing Date (as defined in Section 2.3 ), Seadrill will sell and transfer to Seadrill Operating, and Seadrill Operating will purchase from Seadrill, 100% of the shares of Seadrill Polaris, in exchange for (i) $204.0 million in cash, (ii) the issuance by Seadrill Operating of a $50 million promissory note to Seadrill substantially in the form of Exhibit A hereto (the “Seadrill Operating Note”) and (iii) subject to Section 2.2 , payment by Seadrill Polaris of (a) an amount per day equal to (x) the sum of the contracted operating day rate (net of the per day amount of any Commissions (as defined in Section 1.1 )) plus the per day amount of any bonuses less $450,000, which sum shall be multiplied by (y) the percentage of the operating day rate actually earned and received by the West Polaris (such percentage, the “ Economic Utilization ”) for each day after the Closing through the remaining term, without extension, of the West Polaris Drilling Contract as in effect on the date of this Agreement (the “ Initial Earn Out ”) and (b) 50% of an amount per day equal to (x) the sum of any contracted operating day rate (net of the per day amount of any Commissions) plus the per day amount of any bonuses less $450,000, which sum shall be multiplied by (y) the Economic Utilization for any day after the expiration of the term of the existing West Polaris Drilling Contract and prior to the Earn Out Termination Date (as defined in Section 1.1 ) (such amount, the “ Subsequent Earn Out ” and together with the Initial Earn Out, the “ Earn Out ”).
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
Article I

DEFINITIONS
Section 1.1     Definitions. The following defined terms will have the meanings given below:
1934 Act Filings ” means the filings made with the Securities and Exchange Commission under the Securities Exchange Act of 1934 by Seadrill.
Agreement ” means this Purchase and Sale Agreement.
Closing Date ” has the meaning set forth in Section 2.3 .
Commissions ” means all payments to Grupo Simples Oil Ltda. in connection with the West Polaris Drilling Contract or any Replacement Drilling Contract and all similar payments to any other Person in their

1


role as an agent or local representative in connection with the West Polaris Drilling Contract or any Replacement Drilling Contract.
Covered Assets ” has the meaning set forth in Section 8.1(b) .
Covered Environmental Losses ” means all Losses suffered or incurred by Seadrill Operating by reason of, arising out of or resulting from:
(a)    any violation or correction of violation of Environmental Laws with regard to the ownership or operation by Seadrill or Seadrill Polaris of the Covered Assets; or
(b)    any event or condition relating to environmental or human health and safety matters, in each case, associated with the ownership or operation by Seadrill or Seadrill Polaris of the Covered Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Covered Assets or the disposal or release of, or exposure to, Hazardous Substances generated by or otherwise related to operation of the Covered Assets), including, without limitation, the reasonable and documented cost and expense of (i) any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation or other corrective action required or necessary under Environmental Laws, (ii) the preparation and implementation of any closure, remedial, corrective action or other plans required or necessary under Environmental Laws and (iii) any environmental or toxic tort (including, without limitation, personal injury or property damage claims) pre-trial, trial or appellate legal or litigation support work, but only to the extent that such violation complained of under clause (a), or such events or conditions included in clause (b), occurred before the Closing Date; and, provided that in no event shall Losses to the extent arising from a change in any Environmental Law after the Closing Date be deemed “Covered Environmental Losses.”
Earn Out ” has the meaning set forth in the Recitals of this Agreement.
Earn Out Liquidation Amount ” has the meaning set forth in Section 2.7 .
Earn Out Termination Date ” means March 1, 2025.
Economic Utilization ” has the meaning set forth in the Recitals of this Agreement.
Encumbrance ” means any mortgage, maritime or other lien, charge, assignment, adverse claim, hypothecation, restriction, option, covenant, voting trust arrangement, adverse claim, condition, encumbrance or right, whether fixed or floating, on, or any security interest in, any property whether real, personal or mixed, tangible or intangible, any pledge or hypothecation of any property, any deposit arrangement, priority, conditional sale agreement, other title retention agreement or equipment trust, capital lease or other security arrangements of any kind.
Environmental Laws ” means all international, federal, state, foreign and local laws, statutes, rules, regulations, treaties, conventions, orders, judgments and ordinances having the force and effect of law and relating to protection of natural resources, health and safety and the environment, each in effect and as amended through the Closing Date.
Exxon ” has the meaning set forth in the Recitals of this Agreement.
Governmental Authority ” means any domestic or foreign government, including federal, provincial, state, municipal, county or regional government or governmental or regulatory authority, domestic or foreign, and includes any department, commission, bureau, board, administrative agency or regulatory body of any of the foregoing and any multinational or supranational organization.
Hazardous Substances ” means (a) each substance defined, designated or classified as a hazardous waste, hazardous substance, hazardous material, solid waste, contaminant or toxic substance under

2



Environmental Laws; (b) petroleum and petroleum products, including crude oil and any fractions thereof; (c) natural gas, synthetic gas and any mixtures thereof; (d) any radioactive material; and (e) any asbestos‑containing materials in a friable condition.
Initial Earn Out ” has the meaning set forth in the Recitals of this Agreement.
Insolvency Event ” means, with respect to any Person, that any of the following actions has occurred in relation to it:
(a)    an order has been made or an effective resolution passed or other proceedings or actions taken (including the presentation of a petition) with a view to its administration, bankruptcy, winding-up, liquidation or dissolution; or
(b)    it has had a receiver, administrative receiver, manager or administrator appointed over all or any substantial part of its undertaking or assets; or
(c)    any event has occurred or situation arisen in any jurisdiction that has a substantially similar effect to any of the foregoing.
Laws ” has the meaning set forth in Section 3.1(c) .
Losses ” means, with respect to any matter, all losses, claims, damages, liabilities, deficiencies, costs, expenses (including all costs of investigation, legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) or diminution of value, whether or not involving a claim from a third party, however specifically excluding consequential, special and indirect losses, loss of profit and loss of opportunity.
Party ” or “ Parties ” has the meaning set forth in the opening paragraph of this Agreement.
Person ” means an individual, legal personal representative, corporation, body corporate, firm, limited liability company, partnership, trust, trustee, syndicate, joint venture, unincorporated organization or governmental authority.
Purchase Price ” has the meaning set forth in Section 2.1 of this Agreement.
Replacement Drilling Contract ” means any contract for offshore drilling services to which the West Polaris is subject entered into after the West Polaris Drilling Contract terminates, as such contract may be amended, supplemented or otherwise modified from time to time. The West Polaris Drilling Contract shall be deemed to be a Replacement Drilling Contract if any amendment, supplement, modification, or amendment and restatement thereof renews such contract for an additional term or extends the term of such contract beyond the West Polaris Drilling Contract termination date in effect on the date of this Agreement with such Replacement Drilling Contract deeming to be effective as of the first day of such renewal or additional term.
Rig Financing Agreements ” means the West Polaris Credit Facility and any documents related thereto.
Seadrill ” has the meaning set forth in the opening paragraph of this Agreement.
Seadrill Attorney-in-Fact ” has the meaning set forth in Section 9.2(b) .
Seadrill Indemnitees ” has the meaning set forth in Section 8.3 of this Agreement.
Seadrill Operating ” has the meaning set forth in the Recitals of this Agreement.

3



Seadrill Operating Attorney-in-Fact ” has the meaning set forth in Section 9.2(a) of this Agreement.
Seadrill Operating Indemnitees ” has the meaning set forth in Section 8.1 of this Agreement.
Seadrill Operating Note ” has the meaning set forth in the Recitals of this Agreement.
Seadrill Operating Partnership Agreement ” has the meaning set forth in Section 4.1(c) of this Agreement.
Seadrill Partners ” means Seadrill Partners LLC, a Marshall Islands limited liability company.
Seadrill Polaris ” has the meaning set forth in the opening paragraph of this Agreement.
Seadrill Polaris Attorney-in-Fact ” has the meaning set forth in Section 9.2(c) of this Agreement.
Subsequent Earn Out ” has the meaning set forth in the Recitals of this Agreement.
Taxes ” means all income, gross revenue, deemed profit, franchise, business, property, sales, use, goods and services or value added, withholding, excise, alternate minimum capital, transfer, excise, customs, anti-dumping, countervail, net worth, stamp, registration, payroll, employment, health, education, business, school, property, local improvement, development and occupation taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, dues and charges and other taxes required to be reported upon or paid to any governmental authority and all interest and penalties thereon.
Transferred Subsidiary Contracts ” has the meaning set forth in Section 3.1(o) of this Agreement.
WC Purchase Price Adjustment ” has the meaning set forth in Section 2.4(a) of this Agreement.
West Polaris Credit Facility ” means the $420 million Term Loan and Revolving Credit Facilities Agreement originally dated December 28, 2012 as amended pursuant to amendment agreements dated February 28, 2014, October 31, 2014 and December 29, 2014 and as may be further amended and restated as of the Closing Date, among Seadrill Polaris, as borrower, Seadrill, as guarantor, and the banks and financial institutions listed therein as lenders, and DNB Bank ASA, as agent.
West Polaris Drilling Contract ” has the meaning set forth in the Recitals of this Agreement.
Article II

THE PURCHASE AND SALE
On the Closing Date, the Parties agree that the following transactions shall be completed in the order set forth below.

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Section 2.1     Purchase and Sale of 100% of the Shares of Seadrill Polaris. Seadrill shall sell and transfer to Seadrill Operating, and Seadrill Operating shall purchase from Seadrill, 100% of the shares of Seadrill Polaris, in exchange for %3. $204.0 million in cash, %3. the issuance by Seadrill Operating to Seadrill of the Seadrill Operating Note and %3. subject to Section 2.2 , payment by Seadrill Polaris of the Earn Out. The Earn Out shall be due and payable by Seadrill Polaris to Seadrill within 30 days following the end of each month with respect to all Earn Out amounts for such month. All payment obligations of Seadrill Polaris under this Agreement with respect to the Earn Out shall rank pari passu with all other ordinary debt of Seadrill Polaris, but shall be subordinated in all respects to, and rank after, all payment obligations of Seadrill Polaris under the West Polaris Credit Facility and the Finance Documents referred to therein.
Section 2.2     Reduction to Earn Out for Taxes . The amount of the Earn Out payable hereunder shall be reduced by any Taxes imposed on Seadrill Polaris attributable to the revenue corresponding to the Earn Out. The amount of Taxes imposed on Seadrill Polaris attributable to the revenue corresponding to the Earn Out shall be calculated as the excess of the Taxes actually owed by Seadrill Polaris over the Taxes that would have been owed by Seadrill Polaris if its revenues had been reduced by the amount of the Earn Out. For months in which the amount of Taxes imposed on Seadrill Polaris attributable to the revenue corresponding to the Earn Out cannot be calculated with certainty (e.g., for months not corresponding to the end of the taxable period for Taxes not based solely on revenue), an estimate of that amount shall be made with a true-up of the estimated amounts made in the succeeding month in which the amount of such Taxes can be finally determined. For the avoidance of doubt, (i) any withholding taxes imposed on a payment of the Earn Out are addressed under Section 2.6 below, not this Section, such that there shall be a single reduction in the amount of the Earn Out for withholding taxes and (ii) there shall be no reduction in the Earn Out for any Taxes imposed on Seadrill Polaris that are not attributable to its revenue (e.g., payroll taxes).
Section 2.3     Closing. On the terms and subject to the conditions of this Agreement, the purchase and sale set forth in Section 2.1 shall take place within 30 days after the date hereof, or on such other date as may be agreed upon by the Parties (the “ Closing Date ”).
Section 2.4     Working Capital Purchase Price Adjustment.
(a)    The Purchase Price shall be increased or decreased by an amount equal to the amount by which all net working capital (excluding deferred revenue (if any), inventory, financing charges and debt and including the long-term portion of related party receivables and payables) reflected on the books and records as of the Closing Date of Seadrill Polaris either exceeds or is less than $20.0 million (the “ WC Purchase Price Adjustment ”).
(b)    Within 90 days following the Closing Date, Seadrill and Seadrill Operating shall agree on the amount of the WC Purchase Price Adjustment pursuant to Section 2.4(a) , and Seadrill and Seadrill Operating shall make settlement of the WC Purchase Price Adjustment within 30 days thereafter.
Section 2.5     Satisfaction of Intercompany Receivables . Except for any obligations that constitute working capital amounts that will be settled pursuant to Section 2.4 , Seadrill hereby agrees that, Seadrill shall arrange for the extinguishment of the obligations of Seadrill Polaris by settlement or any other manner in Seadrill’s sole discretion, in relation to all amounts payable to Seadrill and its subsidiaries by Seadrill Polaris.
Section 2.6     Withholding Taxes. Seadrill Operating and Seadrill Polaris may reduce any payment of the Purchase Price, including the Earn Out, and any WC Purchase Price Adjustment, for any applicable withholding taxes (without gross up) and Seadrill shall indemnify Seadrill Operating and Seadrill Polaris and any of their applicable withholding agents for any withholding taxes required to be or have been withheld or deducted from a payment to Seadrill with respect to the Purchase Price, including the Earn Out, and any WC Purchase Price Adjustment.
Section 2.7     Liquidation of Remaining Earn Out . If Seadrill Polaris receives compensation from (i) the sale or other disposition of the West Polaris , (ii) damage to or loss of the West Polaris , or (iii) the termination of a drilling services contract relating to the West Polaris , Seadrill Polaris shall owe Seadrill an amount representing a liquidation of the remaining Earn Out (the “ Earn Out Liquidation Amount ”). Seadrill and Seadrill Polaris shall negotiate in good faith to determine the amount of the Earn Out Liquidation Amount with that amount calculated as

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the then-present value of the estimated remaining Earn Out payments due under Section 2.1(c) . In determining this amount, the parties shall consider (i) the market conditions in existence at the time of the sale/disposition, damage/loss or termination, including the then-recent history of Earn Out payments actually owed, (ii) reasonable estimates for future market conditions for rigs comparable to the West Polaris , and (iii) the amount actually received by Seadrill Polaris. The Earn Out Liquidation shall be due and payable by Seadrill Polaris to Seadrill within 90 days following the receipt of sale proceeds, receipt of insurance proceeds or receipt of termination payments, as applicable. The Earn Out Liquidation Amount shall be subject to Section 2.2 (calculated based on any Taxes owed by Seadrill Polaris on the compensation it receives relating to the West Polaris ) and Section 2.6 . For the avoidance of doubt, no Earn Out Liquidation Amount is owed by Seadrill Polaris if the sale/disposition, damage/loss or termination occurs after the Earn Out Termination Date. In addition, no Earn Out Liquidation Amount is owed by Seadrill Polaris if the compensation received by Seadrill Polaris is based on the original building cost or replacement cost of the West Polaris (e.g., hull and machinery coverage), not its income production.
Article III

REPRESENTATIONS AND WARRANTIES OF SEADRILL
Section 3.1     Representations and Warranties . Seadrill hereby represents and warrants to Seadrill Operating, as of the date hereof and as of the Closing Date, as to itself and as to Seadrill Polaris and the West Polaris , as the case may, be that:
(a)    Each of Seadrill and Seadrill Polaris has been duly formed or incorporated and is validly existing and in good standing under the laws of Bermuda and has all requisite power and authority to operate its assets and conduct its business as it is now being conducted and, in the case of Seadrill, as described in its 1934 Act Filings. No Insolvency Event has occurred with respect to Seadrill or Seadrill Polaris and no events or circumstances have arisen that entitle or could entitle any person to take any action, appoint any person, commence proceedings or obtain any order instigating an Insolvency Event;
(b)    Each of Seadrill and Seadrill Polaris has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Seadrill and Seadrill Polaris and the execution and delivery of all documents, instruments and agreements required to be executed and delivered by Seadrill and Seadrill Polaris pursuant to this Agreement in connection with the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary action on the part of Seadrill and Seadrill Polaris, and this Agreement has been duly executed and delivered by Seadrill and Seadrill Polaris and constitutes a legal, valid and binding obligation of Seadrill and Seadrill Polaris, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;
(c)    The execution, delivery and performance by Seadrill and Seadrill Polaris, as applicable, of this Agreement and the transactions contemplated hereunder will not conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of: (i) the memorandum of association, bye-laws or other organizational documents of Seadrill or Seadrill Polaris; (ii) any lien, encumbrance, security interest, pledge, mortgage, charge, other claim, bond, indenture, agreement, contract, franchise license, permit or other instrument or obligation to which Seadrill or Seadrill Polaris is a party or is subject or by which any of the assets or properties of Seadrill or Seadrill Polaris may be bound; (iii) any applicable laws, statutes, ordinances, rules or regulations promulgated by a governmental authority, orders of a governmental authority, judicial decisions, decisions of arbitrators or determinations of any governmental authority or court (“ Laws ”); or (iv) the West Polaris Drilling Contract or any material provision of any material contract to which Seadrill or Seadrill Polaris is a party or by which the assets of Seadrill or Seadrill Polaris are bound;
(d)    Except as have already been obtained or that will be obtained in the ordinary course of business, no consent, permit, approval or authorization of, notice or declaration to or filing with any Governmental Authority or any other person, including those related to any Environmental Laws or regulations, is required in connection with the

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execution and delivery by Seadrill of this Agreement or the consummation by Seadrill and Seadrill Polaris of the transactions contemplated hereunder, and any consents required for the transfer or assignment of the West Polaris Drilling Contract have been duly obtained;
(e)    As of the date hereof, Seadrill owns, directly or indirectly, all of the outstanding shares of Seadrill Polaris and has good and marketable title thereto, free and clear of any and all Encumbrances, other than those arising under the Rig Financing Agreements and applicable securities laws;
(f)    All of the issued and outstanding shares of Seadrill Polaris have been duly authorized and are validly issued in accordance with its memorandum of association, bye-laws or other organizational documents and are fully paid and non‑assessable;
(g)    There are not outstanding (i) any options, warrants or other rights to purchase any equity interests of Seadrill Polaris, (ii) any securities convertible into or exchangeable for equity interests of Seadrill Polaris, or (iii) any other commitments of any kind for the issuance of equity interests of Seadrill Polaris or options, warrants or other securities of Seadrill Polaris;
(h)    There is no outstanding agreement, contract, option, commitment or other right or understanding in favor of, or held by, any person other than Seadrill Operating to acquire any assets of Seadrill Polaris;
(i)    Correct and complete copies of the organizational documents of Seadrill Polaris (as amended to the date of this Agreement), and the West Polaris Drilling Contract have been made available to Seadrill Operating, and no amendments will be made to any such organizational documents prior to the Closing Date without the prior written consent of Seadrill Operating (such consent not to be unreasonably withheld);
(j)    Correct and complete copies of the Rig Financing Agreements have been made available to Seadrill Operating. Each Rig Financing Agreement is a valid and binding agreement of Seadrill Polaris, enforceable against Seadrill Polaris in accordance with its terms and, to the knowledge of Seadrill, each of the Rig Financing Agreements is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;
(k)    The West Polaris Drilling Contract is a valid and binding agreement of Seadrill Polaris and is enforceable against Seadrill Polaris in accordance with its terms and, to the knowledge of Seadrill, the West Polaris Drilling Contract is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;
(l)    Seadrill Polaris has fulfilled all material obligations required pursuant to the West Polaris Drilling Contract to have been performed by it prior to the date of this Agreement and has not waived any material rights thereunder; and no material default or breach exists in respect thereof on its part or, to Seadrill’s knowledge, any of the other parties thereto and, to Seadrill’s knowledge, no event has occurred which, after giving of notice or the lapse of time, or both, would constitute such a material default or breach;
(m)    Except for such liabilities, debts obligations, encumbrances, defects, restrictions or claims of a general nature and magnitude that would arise in connection with the operation of a drillship of the same type as the West Polaris in the ordinary course of business, there are no liabilities, debts or obligations of, encumbrances, defects or restrictions of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due (including any liability for Taxes and interest, penalties and other charges payable with respect to any such liability or obligation) with respect to Seadrill Polaris, or claims against Seadrill Polaris or any of the assets owned by Seadrill Polaris, including the West Polaris , other than those arising under or in connection with Rig Financing Agreements and the West Polaris Drilling Contract.

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(n)    Seadrill has disclosed to Seadrill Operating all material information on, and about, each of Seadrill Polaris and the West Polaris and all such information is true, accurate and not misleading in any material respect. Nothing has been withheld from any materials provided by Seadrill to Seadrill Polaris in connection with the transactions contemplated by this Agreement that would render such information untrue or misleading;
(o)    Seadrill has disclosed to Seadrill Operating all material contracts and agreements, written or oral, to which Seadrill Polaris is a party or by which any of its assets are bound, including the West Polaris Drilling Contract and the West Polaris Credit Facility (the “ Transferred Subsidiary Contracts ”);
(p)    Each of the Transferred Subsidiary Contracts is a valid and binding agreement of Seadrill Polaris, enforceable against Seadrill Polaris, in accordance with its terms, and to the knowledge of Seadrill, each of the Transferred Subsidiary Contracts is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;
(q)    Seadrill Polaris has fulfilled all material obligations required pursuant to the Transferred Subsidiary Contracts to have been performed by it prior to the date hereof and has not waived any material rights thereunder;
(r)    There has not occurred any material default on the part of Seadrill Polaris under any Transferred Subsidiary Contracts, or to the knowledge of Seadrill, on the part of any other party thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of Seadrill Polaris under any of the Transferred Subsidiary Contracts nor, to the knowledge of Seadrill, has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Transferred Subsidiary Contracts;
(s)    Seadrill Polaris now has, and at the Closing Date will have, good and marketable title to the West Polaris and its equipment, free and clear of any and all Encumbrances, other than applicable securities laws and those arising under the Rig Financing Agreements and permitted encumbrances under the Rig Financing Agreements. As of the date hereof, there is approximately $336.0 million of borrowings outstanding under the West Polaris Credit Facility;
(t)    There is no action, suit or proceeding to which Seadrill Polaris is a party (either as a plaintiff or defendant), or to which the West Polaris is subject, pending before any court or governmental agency, authority or body or arbitrator; there is no action, suit or proceeding threatened against Seadrill Polaris or the West Polaris ; and, to the best knowledge of Seadrill, there is no basis for any such action, suit or proceeding;
(u)    Seadrill Polaris has not been permanently or temporarily enjoined by any order, judgment or decree of any court or any governmental agency, authority or body from engaging in or continuing any conduct or practice in connection with its business, assets or properties;
(v)    There is not in existence any order, judgment or decree of any court or other tribunal or other agency enjoining or requiring Seadrill Polaris to take any action of any kind with respect to its business, assets or properties;
(w)    Seadrill Polaris is not indebted, directly or indirectly, to any person who is an officer, director, shareholder or employee of Seadrill Polaris or any spouse, child, or other relative or any affiliate thereof, nor shall any such officer, director, shareholder, employee, relative or affiliate be indebted to Seadrill Polaris;
(x)    Seadrill will cause Seadrill Polaris to timely elect to be classified for U.S. federal income tax purposes as an entity disregarded as separate from its owner on a properly-completed Form 8832 filed with the Internal Revenue Service. This election has been or will be made with an effective date prior to the transaction described in Section 2.1 . Once this election has been made, neither Seadrill nor Seadrill Polaris will take any action to change the U.S. federal income tax classification of Seadrill Polaris from that provided in the election described above;

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(y)    Seadrill Polaris has no employees. All crew members with respect to the West Polaris are provided directly or indirectly by subsidiaries of Seadrill pursuant to services agreements with Seadrill Polaris;
(z)    A list of the insurance policies relating to the West Polaris are set forth on Schedule A hereto, each of which is in full force and effect and, to the knowledge of Seadrill, not subject to being voided or terminated for any reason;
(aa)    The West Polaris (i) is adequate and suitable for use by Seadrill Polaris in its business as presently conducted by it in all material respects, ordinary wear and tear excepted; (ii) is in good running order and repair; (iii) is in compliance with applicable laws and regulations; (iv) is duly registered under the flag set forth opposite its name on Schedule B hereto; (v) is in compliance in all material respects with the requirements of its present class and classification society as set forth opposite such its name on Schedule B hereto and has the highest classification rating; (vi) has class certificates that are clean and valid and free of recommendations or notations as to class or other requirement of the relevant classification society; and (vii) has been maintained in a proper and efficient manner in accordance with internationally accepted standards for good drillship maintenance, is in good operating order, condition and repair and is seaworthy and all repairs made to the West Polaris since its delivery from the shipyard and all known scheduled repairs due to be made and all known deficiencies have been disclosed to Seadrill Operating;
(bb)    The West Polaris is not (i) under arrest or otherwise detained; (ii) other than in the ordinary course of business, in the possession of any Person (other than the West Polaris’ master and crew); or (iii) subject to a possessory lien;
(cc)    No blacklisting or boycotting of any type has been applied or currently exists against, or in respect of, the West Polaris ; and
(dd)    There are not outstanding any options or other rights to purchase the West Polaris .
ARTICLE IV     

REPRESENTATIONS AND WARRANTIES OF SEADRILL OPERATING
Section 4.1     Representations and Warranties . Seadrill Operating hereby represents and warrants to Seadrill as of the date hereof and as of the Closing Date that:
(a)    Seadrill Operating has been duly formed and is validly existing in good standing under the laws of the Republic of the Marshall Islands and has all requisite partnership power and authority to operate its assets and conduct its business as it is now being conducted. No Insolvency Event has occurred with respect to Seadrill Operating and no events or circumstances have arisen that entitle or could entitle any person to take any action, appoint any person, commence proceedings or obtain any order instigating an Insolvency Event;
(b)    Seadrill Operating has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by Seadrill Operating pursuant to this Agreement in connection with the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary action on its part or on its behalf, and this Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;
(c)    The execution, delivery and performance by Seadrill Operating of this Agreement will not conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of: (i) the Amended and Restated Agreement of Limited Partnership of Seadrill Operating, dated as of July 21, 2014 (the “ Seadrill Operating Partnership Agreement ”);

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(ii) any lien, encumbrance, security interest, pledge, mortgage, charge, other claim, bond, loan agreement, indenture, agreement, contract, franchise license, permit or other instrument or obligation to which it is a party or is subject or by which any of its assets or properties may be bound; or (iii) any applicable Laws; and
(d)    Except as have already been obtained or that will be obtained in the ordinary course of business, no consent, permit, approval or authorization of, notice or declaration to or filing with any governmental authority or any other person, including those related to any Environmental Laws or regulations, is required in connection with the execution and delivery by Seadrill Operating of this Agreement or the consummation by it of the transactions contemplated hereunder.
ARTICLE V     

PRE-CLOSING MATTERS
Section 5.1     Covenants of Seadrill Prior to the Closing Date . From the date of this Agreement to the Closing Date, Seadrill shall cause Seadrill Polaris to conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted. Seadrill shall not permit Seadrill Polaris to enter into any material contracts or other material written or oral agreements prior to the Closing Date, other than such contracts and agreements as have been disclosed to Seadrill Operating prior to the date of this Agreement, without the prior consent of Seadrill Operating (such consent not to be unreasonably withheld). In addition, Seadrill shall not permit Seadrill Polaris to take any action that would result in any of the conditions to the purchase and sale set forth in Article II not being satisfied. Furthermore, Seadrill hereby agrees and covenants that it:
(a)    shall cooperate with Seadrill Operating and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under each of the Transferred Subsidiary Contracts as a result of the purchase and sale set forth in Article II of this Agreement;
(b)    shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with Seadrill Operating in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from any governmental authority and each other Person that are required to consummate the transactions contemplated under this Agreement;
(c)    shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale set forth in Article II and the execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby;
(d)    shall not amend, alter or otherwise modify or permit any amendment, alteration or modification of any material provision of or terminate the West Polaris Drilling Contract or any other Transferred Subsidiary Contract prior to the Closing Date without the prior written consent of Seadrill Operating, such consent not to be unreasonably withheld or delayed;
(e)    shall not exercise or permit any exercise of any rights or options contained in the West Polaris Drilling Contract, without the prior written consent of Seadrill Operating, not to be unreasonably withheld or delayed;
(f)    shall observe and perform in a timely manner, all of its covenants and obligations under the Transferred Subsidiary Contracts, if any, and in the case of a default by another party thereto, it shall forthwith advise Seadrill Operating of such default and shall, if requested by Seadrill Operating, enforce all of its rights under such Transferred Subsidiary Contracts, as applicable, in respect of such default;
(g)    shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to the West Polaris other than in connection with the Rig Financing Agreements; and

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(h)    shall permit representatives of Seadrill Operating to make, prior to the Closing Date, at Seadrill Operating’s risk and expense, such searches, surveys, tests and inspections of the West Polaris as the Company may deem desirable; provided , however , that such surveys, tests or inspections shall not damage the West Polaris or interfere with the activities of Seadrill or the customer thereon and that Seadrill Operating shall furnish to Seadrill with evidence that Seadrill Operating has adequate liability insurance in full force and effect.
Section 5.2     Covenant of Seadrill Operating Prior to the Closing Date . Seadrill Operating hereby agrees and covenants that during the period of time after the date of the Agreement and prior to the Closing Date, Seadrill Operating shall, in respect of the purchase and sale to be effected hereunder at the Closing Date, take, or cause to be taken, to the extent not already taken, all necessary limited partnership action, steps and proceedings to approve or authorize validly and effectively the purchase and sale and the execution, delivery and performance of this Agreement and any other agreements and documents contemplated hereby.
ARTICLE VI     

CONDITIONS OF CLOSING
Section 6.1     Conditions of the Parties. The obligation of the Parties to effect the purchase and sale set forth in Article II of this Agreement is subject to the satisfaction (or waiver by each of the Parties) on or prior to the Closing Date of the following conditions:
(a)    Seadrill and Seadrill Polaris, as applicable, shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including with respect to the Transferred Subsidiary Contracts and the Rig Financing Agreements) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any Environmental Laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder;
(b)    No legal or regulatory action or proceeding shall be pending or threatened by any governmental authority to enjoin, restrict or prohibit the transactions contemplated hereunder; and
(c)    Seadrill Polaris and Seadrill Management AME Ltd. shall have entered into an Advisory, Technical and Administrative Services Agreement in a form satisfactory to the parties thereto.
Section 6.2     Conditions of Seadrill . The obligations of Seadrill to effect the purchase and sale set forth in Article II of this Agreement are subject to the satisfaction (or waiver by Seadrill) on or prior to the Closing Date of the following conditions:
(a)    The representations and warranties of Seadrill Operating made in this Agreement shall be true and correct in all material respects as of the Closing Date as though made at Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date);
(b)    Seadrill Operating shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it by the Closing Date; and
(c)    All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to Seadrill and its counsel, and Seadrill shall have received copies of all such documents and other evidence as it may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.
Section 6.3     Conditions of Seadrill Operating . The obligations of Seadrill Operating to effect the purchase and sale set forth in Article II of this Agreement are subject to the satisfaction (or waiver by Seadrill Operating) on or prior to the Closing Date of the following conditions:

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(a)    The representations and warranties of Seadrill as to itself and as to Seadrill Polaris and the West Polaris in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date);
(b)    Each of Seadrill and Seadrill Polaris shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them;
(c)    The results of the searches, surveys, tests and inspections of the West Polaris referred to in Section 5.1(h) of this Agreement are reasonably satisfactory to Seadrill Operating; and
(d)    All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to Seadrill Operating and its counsel, and Seadrill Operating shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions, and the taking of all proceedings in connection therewith.
ARTICLE VII     

TERMINATION, AMENDMENT AND WAIVER
Section 7.1     Termination of this Agreement . Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the transactions contemplated by this Agreement abandoned at any time prior to the Closing Date:
(a)    by mutual written consent of Seadrill and Seadrill Operating;
(b)    by Seadrill if any of the conditions set forth in Section 6.2 of this Agreement shall have become incapable of fulfillment, and shall not have been waived by Seadrill; or
(c)    by Seadrill Operating if any of the conditions set forth in Section 6.3 shall have become incapable of fulfillment, and shall not have been waived by Seadrill Operating;
provided , however , that the Party seeking termination pursuant to clause (b) or (c) is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Section 7.2     Amendments and Waivers . This Agreement may not be amended except by an instrument in writing signed on behalf of each Party hereto. An instrument in writing by Seadrill Operating, on the one hand, or Seadrill, on the other hand, may waive compliance by the other with any term or provision of this Agreement that such other Party was or is obligated to comply with or perform.
ARTICLE VIII     

INDEMNIFICATION
Section 8.1     Indemnification by Seadrill . Subject to the provisions of Section 8.2 , following the Closing Date, Seadrill shall be liable for, and shall indemnify, defend and hold harmless Seadrill Operating and its officers, directors, employees, agents and representatives (the “ Seadrill Operating Indemnitees ”) from and against:
(a)    any Losses suffered or incurred by such Seadrill Operating Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of Seadrill in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seadrill;

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(b)    any Covered Environmental Losses relating to Seadrill Polaris or the West Polaris prior to or at the Closing Date (the “ Covered Assets ”) to the extent that Seadrill is notified by Seadrill Operating of any such Covered Environmental Losses within five (5) years after the Closing Date;
(c)    any Losses (other than Covered Environmental Losses) suffered or incurred by such Seadrill Operating Indemnitees in relation to the West Polaris for periods prior to the Closing;
(d)    all federal, state, foreign and local income tax liabilities attributable to the operation of the Covered Assets prior to the Closing Date, including any such income tax liabilities of Seadrill that may result from the consummation of the transactions contemplated by this Agreement, but excluding any federal, state, foreign and local income taxes reserved on the books of Seadrill Polaris on the Closing Date; and
(e)    any fees, expenses or other payments incurred or owed by Seadrill to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement.
Section 8.2     Limitations Regarding Indemnification.
(a)    The aggregate liability of Seadrill under Section 8.1 shall not exceed $450.0 million.
(b)    All obligations of any party to indemnify, hold harmless pursuant to this Agreement, shall apply irrespective of cause and notwithstanding the negligence (whether sole, concurrent, joint, active or passive) or breach of duty (whether statutory, contractual or otherwise), gross negligence or willful misconduct, or the unseaworthiness of any vessel or unairworthiness of any aircraft or is the result of any pre-existing condition, of the indemnified Party or any other entity or party; provided, however, that the following claims and all obligations to pay such claims shall be excluded from the obligations to indemnify and hold harmless hereunder: (i) fines and penalties imposed on any indemnitee up to the amount of $10.0 million; (ii) punitive damages up to the amount of $10.0 million; and (iii) any and all damages cause by a party’s gross negligence or willful misconduct up to the amount of $10.0 million.
Section 8.3     Indemnification by Seadrill Operating. Following the Closing Date, Seadrill Operating shall be liable for, and shall indemnify, defend and hold harmless Seadrill and its officers, directors, employees, agents and representatives (the “ Seadrill Indemnitees ”) from and against any Losses, suffered or incurred by such Seadrill Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seadrill Operating in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seadrill Operating or, to the extent such losses occur after the Closing Date, any Losses arising out of the West Polaris Drilling Contract or any violation or correction of violation of Environmental Laws with regard to the ownership or operation by Seadrill Polaris of the Covered Assets.
ARTICLE IX     

FURTHER ASSURANCES
Section 9.1     Further Assurances . From time to time after the date of this Agreement, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and will do all such other acts and things, all in accordance with applicable Laws, as may be necessary or appropriate (a) to more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) to more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended so to be and (c) to more fully and effectively carry out the purposes and intent of this Agreement.
Section 9.2     Power of Attorney.

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(a)    Seadrill Operating hereby constitutes and appoints Georgina Sousa (the “ Seadrill Operating Attorney-in-Fact ”) as its true and lawful attorney-in-fact with full power of substitution for it and in its name, place and stead or otherwise on behalf of Seadrill Operating and its successors and assigns, and for the benefit of the Seadrill Operating Attorney-in-Fact to demand and receive from time to time the interests contributed, conveyed, purchased, sold or issued pursuant to this Agreement (or intended so to be) and to execute in the name of Seadrill Operating and its successors and assigns instruments of conveyance, instruments of further assurance and to give receipts and releases in respect of the same, and from time to time to institute and prosecute in the name of Seadrill Operating for the benefit of the Seadrill Operating Attorney-in-Fact, any and all proceedings at law, in equity or otherwise which the Seadrill Operating Attorney-in-Fact may deem proper in order to (i) collect, assert or enforce any claims, rights or titles of any kind in and to the interests contributed, conveyed, assigned, assumed, purchase, sold or issued pursuant to this Agreement, (ii) defend and compromise any and all actions, suits or proceedings in respect of any of the interests contributed, conveyed, assigned, assumed, purchase, sold or issued pursuant to this Agreement (or intended so to be), and (iii) do any and all such acts and things in furtherance of this Agreement as the Seadrill Operating Attorney-in-Fact shall deem advisable. Seadrill Operating hereby declares that the appointment hereby made and the powers hereby granted are coupled with an interest and are and shall be irrevocable and perpetual and shall not be terminated by any act of Seadrill Operating or its successors or assigns or by operation of law.
(b)    Seadrill hereby constitutes and appoints Georgina Sousa (the “ Seadrill Attorney-in-Fact ”) as its true and lawful attorney in fact with full power of substitution for it and in its name, place and stead or otherwise on behalf of Seadrill and its successors and assigns, and for the benefit of the Seadrill Attorney-in-Fact to demand and receive from time to time the interests contributed, conveyed, purchased, sold or issued pursuant to this Agreement (or intended so to be) and to execute in the name of Seadrill and its successors and assigns instruments of conveyance, instruments of further assurance and to give receipts and releases in respect of the same, and from time to time to institute and prosecute in the name of Seadrill for the benefit of the Seadrill Attorney-in-Fact, any and all proceedings at law, in equity or otherwise which the Seadrill Attorney-in-Fact may deem proper in order to (i) collect, assert or enforce any claims, rights or titles of any kind in and to the interests contributed, conveyed, assigned, assumed, purchase, sold or issued pursuant to this Agreement, (ii) defend and compromise any and all actions, suits or proceedings in respect of any of the interests contributed, conveyed, assigned, assumed, purchase, sold or issued pursuant to this Agreement, and (iii) do any and all such acts and things in furtherance of this Agreement as the Seadrill Attorney-in-Fact shall deem advisable. Seadrill hereby declares that the appointment hereby made and the powers hereby granted are coupled with an interest and are and shall be irrevocable and perpetual and shall not be terminated by any act of Seadrill or its successors or assigns or by operation of law.
(c)    Seadrill Polaris hereby constitutes and appoints Georgina Sousa (the “ Seadrill Polaris Attorney-in-Fact ”) as its true and lawful attorney-in-fact with full power of substitution for it and in its name, place and stead or otherwise on behalf of Seadrill Polaris and its successors and assigns, and for the benefit of the Seadrill Polaris Attorney-in-Fact to demand and receive from time to time the interests contributed, conveyed, purchased, sold or issued pursuant to this Agreement (or intended so to be) and to execute in the name of Seadrill Polaris and its successors and assigns instruments of conveyance, instruments of further assurance and to give receipts and releases in respect of the same, and from time to time to institute and prosecute in the name of Seadrill Polaris for the benefit of the Seadrill Polaris Attorney-in-Fact, any and all proceedings at law, in equity or otherwise which the Seadrill Polaris Attorney-in-Fact may deem proper in order to (i) collect, assert or enforce any claims, rights or titles of any kind in and to the interests contributed, conveyed, assigned, assumed, purchase, sold or issued pursuant to this Agreement, (ii) defend and compromise any and all actions, suits or proceedings in respect of any of the interests contributed, conveyed, assigned, assumed, purchase, sold or issued pursuant to this Agreement (or intended so to be), and (iii) do any and all such acts and things in furtherance of this Agreement as the Seadrill Polaris Attorney-in-Fact shall deem advisable. Seadrill Polaris hereby declares that the appointment hereby made and the powers hereby granted are coupled with an interest and are and shall be irrevocable and perpetual and shall not be terminated by any act of Seadrill Polaris or its successors or assigns or by operation of law.
ARTICLE X     

MISCELLANEOUS

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Section 10.1     Survival of Representations and Warranties . The representations and warranties of Seadrill as to itself and as to Seadrill Polaris and the West Polaris contained in this Agreement and in or under any documents, instruments and agreements delivered pursuant to this Agreement, will survive the completion of the transactions contemplated hereby regardless of any independent investigations that Seadrill Operating may make or cause to be made, or knowledge it may have, prior to the date of this Agreement and will continue in full force and effect for a period of one year from the date of this Agreement. At the end of such period, such representations and warranties will terminate, and no claim may be brought by Seadrill Operating against Seadrill thereafter in respect of such representations and warranties, except for claims that have been asserted by Seadrill Operating prior to the date of this Agreement.
Section 10.2     Headings; References, Interpretation . All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including, without limitation, all Schedules attached hereto, and not to any particular provision of this Agreement. All references herein to Articles, Sections and Schedules shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement and the Schedules attached hereto, and all such Schedules attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non‑limiting language (such as “without limitation,” “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.
Section 10.3     Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
Section 10.4     No Third Party Rights . Other than the rights of indemnification provided to Seadrill Operating’s withholding agents pursuant to Section 2.6 , the provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.
Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. The delivery of an executed counterpart copy of this Agreement by facsimile or electronic transmission in PDF format shall be deemed to be the equivalent of delivery of the originally executed copy thereof.
Section 10.5     Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
Section 10.6     Severability . If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any governmental body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect, as nearly as possible, to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

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Section 10.7     Deed; Bill of Sale; Assignment . To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the interests referenced herein.
Section 10.8     Integration . This Agreement and the instruments referenced herein supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to the subject matter of this Agreement and such instruments. This Agreement and such instruments contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the Parties after the date of this Agreement.
[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]


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



By:     /s/ Jon Olav Østhus     
Name:     Jon Olav Østhus     
Title:     Attorney     


SEADRILL OPERATING LP

By: SEADRILL OPERATING GP LLC, its general partner



By:     /s/ David S. Sneddon     
Name:     David S. Sneddon     
Title:     Chief Accounting Officer     


SEADRILL POLARIS LTD.



By:     /s/ Jon Olav Østhus     
Name:     Jon Olav Østhus     
Title:     Director     


SIGNATURE PAGE
TO

PURCHASE AND SALE AGREEMENT




SCHEDULE A
INSURANCE POLICIES

TYPE
INSURER
POLICY NUMBER
EFFECTIVE DATE (S)
Hull & Machinery, Hull Interest and Freight Interest

Marsh
21933/15
July 1, 2015 to June 30, 2016
Hull & Machinery, Hull Interest and Freight Interest

Lloyd & Partners
BM1509125/BM150930
July 1, 2015 to June 30, 2016
War Risk
DNK
2015 11890 11 1
January 1, 2015 to December 31, 2015
P&I / CGL
Gard P&I (Bermuda) Ltd
308.689
February 20, 2015 to February 19, 2016
Bunker Oil Pollution Damage

Gard P&I (Bermuda) Ltd
B 45626
February 20, 2015 to February 19, 2016




SCHEDULE A TO
PURCHASE AND SALE AGREEMENT




SCHEDULE B

VESSEL REGISTRATION AND CLASSIFICATION

Rig Name
Registered Flag
Classification Society
West Polaris
Panama
American Bureau of Shipping


SCHEDULE B TO
PURCHASE AND SALE AGREEMENT




EXHIBIT A
FORM OF SEADRILL OPERATING LP NOTE


PROMISSORY NOTE
(GUARANTEED)
June [__], 2015

FOR VALUE RECEIVED , the undersigned, SEADRILL OPERATING LP , a Marshall Islands limited partnership (the “ Issuer ”), hereby promises to pay to SEADRILL LIMITED , a Bermuda company (the “ Holder ”), at the Payment Office (as defined below) on the Final Maturity Date (as defined below), the then outstanding Principal Amount (as defined below), in accordance with the terms and provisions hereinafter set forth.

This promissory note (“ this Note ”) is the Seadrill Operating Note referred to in the PSA (as defined below). The terms and provisions of this Note are as follows:

Article I
DEFINITIONS; CONSTRUCTION
Section 1.1      Definitions .
The following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):
Average Effective Differential ” has the meaning provided in Section 2.4(b).
Business Day ” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
Capital Lease Obligations ” shall mean, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; and, for the purposes of this Note, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.
Capitalized Principal Amount ” means, as of any date, the sum of (i) the Principal Amount deemed in effect for such date plus (ii) the aggregate amount of all additions to the Principal Amount representing accrued interest deemed made prior to such date pursuant to Section 2.6(a)(i).
Commissions ” means all payments to Grupo Simples Oil Ltda. in connection with the Existing Drilling Contract or any Replacement Drilling Contract and all similar payments to any other Person in its role as an agent or local representative in connection with the Existing Drilling Contract or any Replacement Drilling Contract.
Daily Effective Differential ” means, for each day during the Determination Period, the result (which may be a negative number) obtained by multiplying the Daily Rate Differential for such day by the Economic Utilization for such day.
Daily Rate Differential ” means, for each day during the Determination Period, the result (which may be a negative number) obtained by subtracting the contractual dayrate applicable on such date under the Replacement Drilling Contract (if any) in effect on such day (after deducting from such dayrate any applicable Commissions calculated on a per day basis) from $450,000, provided that if no Replacement Drilling Contract is in effect on such day the Daily Rate Differential for such day shall be deemed to be $450,000.


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Default ” means any of the events specified in Article V , whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.
Default Margin ” shall mean 2% per annum.

Determination Period ” means the three year period beginning on the earlier of (i) the day that is thirty (30) days after Existing Drilling Contract Termination Date and (ii) the first day after the Existing Drilling Contract Termination Date on which a Replacement Drilling Contract is in effect, provided that in the case of an acceleration of this Note pursuant to Section 5.1, the Determination Period shall be deemed to end on the date this Note is paid in full after the date of such acceleration.
Dollars ” and “ $ ” shall mean the lawful currency of the United States of America.
Economic Utilization ” means, for each day during the Determination Period, the percentage (ranging from zero to 100) of the contractual dayrate applicable on such date under the Replacement Drilling Contract (if any) in effect on such day (after deducting from such dayrate any applicable Commissions calculated on a per day basis) that is actually earned and received by Seadrill Polaris, provided that (i) if no Replacement Drilling Contract is in effect on such day the Economic Utilization for such day shall be deemed to be 100% and (ii) if a partial loss of the West Polaris has occurred, for any day thereafter for which Seadrill Polaris does not receive any portion of the contractual day rate as a result of such loss (after taking into account deductions from such dayrate for applicable Commissions), the Economic Utilization for such day shall be deemed to be 100%.
Event of Default ” shall mean any of the events specified in Article V , provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.
Excluded Taxes ” shall mean, with respect to the Holder, taxes imposed on or measured by its overall net income, franchise taxes, and any branch profits or similar tax imposed on it by any jurisdiction.
Existing Drilling Contract ” means that certain contract for offshore drilling services to which the drillship West Polaris is subject, dated January 10, 2007, between Seadrill Offshore AS and Esso Exploration Inc., as amended by Amendments No. 1 through No. 12 thereto, as assigned to ExxonMobil Deepwater Rig BV, and as novated to Seadrill Polaris, as such contract may be amended, supplemented or otherwise modified from time to time after the date of this Note, provided that the Existing Drilling Contract shall be deemed to be a Replacement Drilling Contract (and to no longer be the Existing Drilling Contract) if any amendment, supplement, modification, or amendment and restatement thereof renews such contract for an additional term or extends the term of such contract beyond the Existing Drilling Contract Termination Date with such deeming to be effective as of the first day of such renewal or additional term.
Existing Drilling Contract Termination Date ” means the date on which the Existing Drilling Contract (without giving effect to any amendment, supplement, modification, or amendment and restatement thereof that renews such contract for an additional term or extends the term of such contract beyond the Existing Drilling Contract Termination Date in effect on the date of this Note) terminates or expires in accordance with its terms.
Final Maturity Date ” means the earliest of (i) the last day of the Determination Period, (ii) the date this Note is paid in full or prepaid in full and (iii) the date this Note is accelerated in accordance with Article V.
GAAP ” shall mean United States generally accepted accounting principles applied on a consistent basis.
Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.
Guarantee Obligation ” shall mean as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit), if to induce the creation of such obligation of such other Person the guaranteeing person has issued a reimbursement,


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counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly; provided, however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Issuer in good faith.
Guaranty ” means the Guaranty, dated as of the date hereof, in the form of Exhibit A to this Note, made by the Guarantor in favor of the Holder pursuant to which the Guarantor guarantees on the terms set forth therein that percentage of the obligations of the Issuer under this Note equal to the Guarantor’s percentage ownership interest in the Issuer at the time the Guaranty is called upon.
Guarantor ” means Seadrill Partners LLC, a Marshall Islands limited liability company.
Hedge Agreements ” shall mean all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by the Issuer or its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.
Holder ” shall have the meaning assigned to such term in the opening paragraph of this Note.
Holder Indemnitee ” shall mean the Holder and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to the Holder.
Indebtedness ” shall mean of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person (even though the rights and remedies of the seller or Holder under such agreement in the event of default are limited to repossession or sale of such property or assets), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any equity interests of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) all obligations of such Person in respect of Hedge Agreements.
Interest Rate ” means 6.5% per annum.
Issuer ” shall have the meaning assigned to such term in the opening paragraph of this Note.
Issuer Affiliate ” shall mean the Issuer and each Subsidiary thereof.
Lien ” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).


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

Note ” shall have the meaning assigned to such term in the second paragraph of this Note.
Obligations ” shall mean, with respect to the Issuer, the unpaid amounts in respect of this Note and all other obligations and liabilities of the Issuer to the Holder, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Note.
Partial Prepayment Amount ” shall have the meaning assigned to such term in Section 2.3(b).
Payment Office ” shall mean the office of the Holder located at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM08, Bermuda, or such other location as to which the Holder shall have given written notice to the Issuer.
Person ” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.
Principal Amount ” shall mean $50,000,000 or such other amount as shall be (i) determined from time to time prior to the Final Maturity Date as a result of partial prepayments of the principal of this Note made pursuant to Section 2.3(b) and (ii) determined on the Final Maturity Date (or, if later, the date this Note is paid in full) in accordance with the calculations detailed in Section 2.4
PSA ” means the Purchase and Sale Agreement, dated as of June 16, 2015, by and among the Holder, the Issuer, and Seadrill Polaris, providing for, among other things, the purchase of the Purchased Equity by the Issuer from the Holder.
Purchased Equity ” means all of the equity interests in Seadrill Polaris.
Purchase Price ” shall have the meaning assigned to such term in the PSA.
Quarterly Date ” means the last day of each March, June, September and December occurring after the date of this Note.

Quarterly Period ” shall mean, (a) initially, the period commencing on the date of this Note and ending on the first Quarterly Date occurring thereafter; and (b) thereafter, each period commencing on the last day of the immediately preceding Quarterly Period and ending on the next succeeding Quarterly Date, or, if sooner, the Final Maturity Date.

Replacement Drilling Contract ” means each contract for offshore drilling services to which the drillship West Polaris is subject entered into after the Existing Drilling Contract Termination Date, as each such contract may be amended, supplemented or otherwise modified from time to time after the date of this Note. The Existing Drilling Contract shall be deemed to be a Replacement Drilling Contract if any amendment, supplement, modification, or amendment and restatement thereof renews such contract for an additional term or extends the term of such contract beyond the Existing Drilling Contract Termination Date in effect on the date of this Note with such deeming of the Existing Drilling Contract as a Replacement Drilling Contract to be effective as of the first day of such renewal or additional term.
Seadrill Polaris ” means Seadrill Polaris Ltd., a Bermuda exempted company.
Subsidiary ” shall mean as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the


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management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.
Taxes ” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, provided that “Taxes” shall not include Excluded Taxes.
Total Reduction Amount ” means the result obtained by multiplying the Average Effective Differential by the number of days in the Determination Period. For the avoidance of doubt, if the Average Effective Differential is less than or equal to zero then the Total Reduction Amount shall be deemed to be zero.
Section 1.2      Other Definitional Provisions .
(a)    Unless otherwise specified therein, all terms defined in this Note shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.
(b)    The words “ hereof ”, “ herein ” and “ hereunder ” and words of similar import when used in this Note shall refer to this Note as a whole and not to any particular provision of this Note, and Section, Schedule and Exhibit references are to this Note unless otherwise specified.
(c)    The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
(d)    The term “Holder” shall include, without limitation, its successors.
Section 1.3      Accounting Terms and Principles .
Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP.
ARTICLE II     
FINANCIAL TERMS
Section 2.1      Issue .
This Note is issued by the Issuer on the date hereof in satisfaction of a portion of the Purchase Price payable under the PSA on the date hereof. This Note evidences the Principal Amount (as such amount shall be determined pursuant to the terms of this Note) that will be due and payable hereunder.
Section 2.2      Payment on Final Maturity Date .
On the Final Maturity Date, the Issuer shall pay the then outstanding Principal Amount together with all accrued and unpaid interest (calculated in accordance with Section 2.6 as of the Final Maturity Date or, if later, the date this Note is paid in full), and all other sums, if any, then owing or accrued under this Note.
Section 2.3      Prepayment .
(a)     Voluntary Prepayment in Full . The Issuer may, by giving not less than seven (7) Business Day’s (or such shorter time as the Holder may agree) prior written notice to the Holder specifying that this Note is to be paid in full and the date of such payment, prepay this Note in full on such specified date by paying on such date an amount equal to the unpaid Principal Amount (determined at such time by the Holder and the Issuer in accordance with the next two sentences), together with all accrued and unpaid interest (calculated in accordance with Section 2.6 as of the date this Note is paid in full), and other sums, if any, then owing or accrued under this Note with respect to such principal


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amount. During the period after the Issuer delivers such notice of prepayment to the Holder and prior to the prepayment date specified in such prepayment notice, the Issuer and the Holder shall negotiate in good faith to determine the Principal Amount for this Note. In determining such Principal Amount the Holder and the Issuer shall take into account (i) the market conditions for day rates for rigs comparable to the West Polaris at the time of such prepayment, (ii) reasonable estimates as to the market conditions for day rates for rigs comparable to the West Polaris that would reasonably be expected to prevail over the unused portion of the three year Determination Period, (iii) the amount of previous prepayments of this Note, and (iv) the methodology otherwise employed in Section 2.4 of this Note for adjusting the Principal Amount to reflect variations in contractual day rates. Once the Principal Amount is determined as set forth above, the Issuer shall prepay this Note in full together with such other amounts as provided in the first sentence of this Section 2.3(a).
(b)     Voluntary Prepayment in Part . The Issuer may, by giving not less than seven (7) Business Day’s (or such shorter time as the Holder may agree) prior written notice to the Holder specifying the principal amount of this Note to be prepaid (the “ Partial Prepayment Amount ”) and the date of such prepayment, prepay this Note on such specified date by paying on such date the Partial Prepayment Amount. During the period after the Issuer delivers such notice of prepayment to the Holder and prior to the prepayment date specified in such prepayment notice, the Issuer and the Holder shall negotiate in good faith to determine the Principal Amount for this Note (as if the full amount of this Note was to be prepaid at such time). In determining such Principal Amount the Holder and the Issuer shall take into account (i) the market conditions for day rates for rigs comparable to the West Polaris at the time of such prepayment, (ii) reasonable estimates as to the market conditions for day rates for rigs comparable to the West Polaris that would reasonably be expected to prevail over the unused portion of the three year Determination Period, (iii) the amount of previous prepayments of this Note, and (iv) the methodology otherwise employed in Section 2.4 of this Note for adjusting the Principal Amount to reflect variations in contractual day rates. Once the Principal Amount is determined as set forth above, the Issuer shall pay the Partial Prepayment Amount, and the Principal Amount for all purposes thereafter shall be deemed to be the Principal Amount as so determined less the Partial Prepayment Amount (subject to any subsequent adjustments in such Principal Amount made in accordance with the terms of this Note including Section 2.4).
(c)     Mandatory Prepayment in Full . Promptly after the Issuer becomes aware that Seadrill Polaris has received compensation from (i) the sale or other disposition of the West Polaris or (ii) a total loss of the West Polaris , the Issuer shall provide the Holder with a written prepayment notice specifying the amount of such compensation received by the Issuer, the date on which such compensation was received, and the date on which the Issuer will prepay this Note in full (which prepayment date shall be no less than seven (7) Business Days and no more than ten (10) Business Days after the Issuer delivers such prepayment notice). During the period after the Issuer delivers such notice of prepayment to the Holder and prior to the prepayment date specified in such prepayment notice, the Issuer and the Holder shall negotiate in good faith to determine an agreed Principal Amount for this Note to be prepaid on the specified prepayment date. In determining this amount, the parties shall consider (i) the market conditions for day rates in existence at the time of the sale, disposition or loss, (ii) reasonable estimates as to the future market conditions for day rates for rigs comparable to the West Polaris , and (iii) the amount actually received by Seadrill Polaris as compensation. Once the Principal Amount is determined as set forth above, the Issuer shall prepay this Note in full on such specified date by paying on such date an amount equal to the unpaid Principal Amount (determined above), together with all accrued and unpaid interest (calculated in accordance with Section 2.6 as of the date this Note is actually paid in full), and other sums, if any, then owing or accrued under this Note with respect to such principal amount.
Section 2.4      Calculation of Principal Amount .
On the Final Maturity Date (or, if later, the date this Note is paid in full) and immediately prior to giving effect to any payment of this Note required to be made on such date, the Principal Amount shall be calculated as follows:
(a)    For each day during the Determination Period, the Daily Rate Differential, the Economic Utilization, and the Daily Effective Differential shall be determined for such day in accordance with the definitions of such terms.
(b)     After the Daily Rate Differential, the Economic Utilization, and the Daily Effective Differential have been calculated for each day during the Determination Period as provided in clause (a) above, the average effective


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differential (the “ Average Effective Differential ”) for the Determination Period shall be calculated by dividing (i) the sum of the Daily Effective Differentials for each day during the Determination Period (which sum, for the avoidance of doubt, shall reflect reductions for any such Daily Effective Differential that is a negative number) by (ii) the total number of days occurring during the Determination Period.
(c)    If the Average Effective Differential calculated as provided in clause (b) above is greater than zero, the Total Reduction Amount shall be determined and the Principal Amount of this Note shall be deemed reduced at such time by the Total Reduction Amount (with such reduction deemed effective from the date of this Note). If the Average Effective Differential is less than or equal to zero then the Total Reduction Amount shall be deemed to be zero and the Principal Amount of this Note shall not be reduced.
Section 2.5      Cancellation of Note .
If this Note is fully paid or prepaid, it shall be immediately cancelled.
Section 2.6      Interest .
(a)    The aggregate accrued and unpaid interest on this Note shall be calculated retrospectively on the Final Maturity Date (or, if later, the date on which this Note is paid in full) as follows:
(i)    For each Quarterly Period that occurred during the period that commenced on the date of this Note and ended on the Final Maturity Date (or, if later, the date this Note was actually paid in full), interest shall be deemed to have accrued on the Capitalized Principal Amount deemed in effect on the first day of such Quarterly Period at a rate equal to the sum of (i) the Interest Rate plus (ii) for each day during such Quarterly Period that an Event of Default has occurred and is continuing or during which this Note has been accelerated in accordance with Article VI, the Default Margin, and such accrued interest shall be deemed to be added to such Capitalized Principal Amount on the first day of the next succeeding Quarterly Period, provided that if a partial prepayment of this Note in accordance with Section 2.3(b) shall have occurred during any such Quarterly Period, the calculation of the interest accrued during such Quarterly Period shall be appropriately adjusted for such Quarterly Period to reflect the amount and date of such prepayment.
(ii)    The aggregate amount of interest accrued on this Note shall be the sum of the amounts of accrued interest determined for each Quarterly Period pursuant to clause (i) above.
(b)    All computations of interest shall be made by the Holder on the basis of a year of 360 days.
(c)    Each determination by the Holder of interest amounts hereunder shall, except for manifest error, be final, conclusive and binding for all purposes.
Section 2.7      Payments Generally .
(a)    All payments by the Issuer to the Holder hereunder shall be made to the Holder at the Payment Office in immediately available funds without setoff or counterclaim.  If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day.
(b)    All payments hereunder shall be made in Dollars. If any sum due from the Issuer under this Note or any order or judgment given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable hereunder or under such order or judgment into another currency (the “second currency”) for the purpose of (i) making or filing a claim or proof against the Issuer, (ii) obtaining an order or judgment in any court or other tribunal or (iii) enforcing any order or judgment given or made in relation hereto, the Issuer shall indemnify and hold harmless the Holder from and against any loss suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Holder may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment,


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claim or proof. The obligations to pay the amounts contemplated by this Section 2.7 shall be independent of and in addition to the other obligations of the Issuer hereunder.
Section 2.8      Taxes .
Any and all payments by the Issuer under this Note shall be made free and clear of and without deduction for any and all present or future Taxes. If any Taxes shall be required by law to be deducted from or in respect of any sum payable under this Note to the Holder, then the Issuer shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and the sum payable by the Issuer shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Taxes applicable to additional sums payable under this Section) the Holder receives an amount equal to the sum it would have received had no such deduction or withholding been made.

ARTICLE III     
REPRESENTATIONS AND WARRANTIES
To induce the Holder to accept this Note, the Issuer represents and warrants to the Holder on the date hereof that:
Section 3.1      Corporate Existence; Compliance with Law .
The Issuer and each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited partnership, limited liability company, corporate or other power and authority, and the legal right, to own and operate its property and assets, to lease the property and assets it operates as lessee and to conduct the business in which it is currently engaged, and (c) is in compliance with all requirements of applicable law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 3.2      Power; Authorization; Enforceable Obligations .
(d)    The Issuer has the power and authority, and the legal right, to make, deliver and perform this Note. The Issuer has taken all necessary action to authorize the execution, delivery and performance of this Note.
(e)    No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by the Issuer in connection with (i) the issuance of this Note, (ii) the execution, delivery, validity or enforceability of this Note, or (iii) the performance of this Note, except, in each case, for routine consents, authorizations, filings and notices required to be made in the ordinary course of business.
(f)    This Note has been duly executed and delivered on behalf of the Issuer.
(g)    This Note constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Section 3.3      No Legal Bar .
The execution, delivery and performance of this Note by the Issuer and the use of the proceeds of this Note will not violate any applicable law or any material agreement of the Issuer and will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any requirement of applicable law or any such agreement.


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Section 3.4      No Material Litigation .
No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Issuer, threatened by or against the Issuer or any Issuer Affiliate, or against any of its or their respective properties or revenues (a) with respect to this Note or any of the transactions contemplated hereby, or (b) that could reasonably be expected to have a Material Adverse Effect.
Section 3.5      No Default .
No Default or Event of Default has occurred and is continuing.
ARTICLE IV     
COVENANTS
Section 4.1      Delivery of Financial Information .
The Issuer will deliver to the Holder such financial or other information in respect of its business and financial status as the Holder may reasonably request including, but not limited to, copies of its unaudited quarterly financial statements and of its audited annual financial statements.
Section 4.2      Notice of Default .
The Issuer shall give notice to the Holder of the occurrence of any Default or Event of Default within five (5) Business Days after the Issuer knows or has reason to know thereof.
Section 4.3      Conduct of Business and Maintenance of Existence, etc .
The Issuer will (a) (i) preserve, renew and keep in full force and effect its corporate or other existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all agreements and requirements of applicable law, except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
ARTICLE V     
EVENTS OF DEFAULT
Section 5.1      Events of Default .
If any of the following events shall occur and be continuing:
(d)    The Issuer shall fail to pay the principal of this Note on the Final Maturity Date or on any other date when it becomes due in accordance with the terms hereof; or the Issuer shall fail to pay any interest on this Note, or any other amount payable hereunder, within three (3) Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or
(e)    Any representation or warranty made or deemed made by the Issuer herein or by the Guarantor in the Guaranty or that is contained in any certificate, document or financial or other statement furnished by the Issuer or Guarantor at any time under or in connection with this Note or the Guaranty shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished; or
(f)    The Issuer or the Guarantor shall default in the observance or performance of any other agreement contained in this Note or the Guaranty to be performed by it (other than as provided in clause (a) of this Section 5.1 ), and such default shall continue unremedied for a period of 30 days after the earlier of (i) the date on which an officer


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of the Issuer or the Guarantor, as applicable, becomes aware of such failure and (ii) the date on which written notice thereof shall have been given to the Issuer or the Guarantor, as applicable, by the Holder; or
(g)    (i) The Issuer, any Issuer Affiliate, or the Guarantor shall fail to make any payment on any Indebtedness (other than the Obligations) of the Issuer, any such Issuer Affiliate or the Guarantor or on any Guarantee Obligation in respect of Indebtedness of any other Person, and, in each case, such failure relates to Indebtedness having a principal amount of $25,000,000 or more, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and the effect of such failure is to accelerate the maturity of such Indebtedness, (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate the maturity of such Indebtedness, (iii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness or (iv) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or
(h)    (i) The Issuer or the Guarantor shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Issuer shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Issuer or the Guarantor any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Issuer or the Guarantor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Issuer or the Guarantor shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i) , (ii) , or (iii) above; or (v) the Issuer or the Guarantor shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;
then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (e) above, (i) the Principal Amount (calculated in accordance with Section 2.4 as of the date this Note is paid in full), all accrued and unpaid interest (calculated in accordance with Section 2.6 as of the date this Note is paid in full), and all other amounts owing under this Note shall immediately become due and payable, and (B) if such event is any other Event of Default, the Holder may, by notice to the Issuer, declare the Principal Amount (calculated in accordance with Section 2.4 as of the date this Note is paid in full), accrued interest (calculated in accordance with Section 2.6 as of the date this Note is paid in full), and all other amounts owing under this Note to be due and payable forthwith, whereupon the same shall immediately become due and payable.
ARTICLE VI     
MISCELLANEOUS
Section 6.1      Notices .
All notices, demands, requests, consents and other communications provided for in this Note shall be given in writing, and addressed to the party to be notified as follows:


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To the Issuer:
Seadrill Operating LP
Building 11, 2nd Floor
Chiswick Business Park
566 Chiswick High Road
London W4 6YS
United Kingdom
Attn: Mr. Graham Robjohns

To the Holder:
Seadrill Limited
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM08
Bermuda
Attn: Georgina Sousa, Secretary

Either party hereto may change its address, telephone number or facsimile number for notices and other communications hereunder by notice to the other party.  All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mail or if delivered, upon delivery.
Section 6.2      Waiver; Amendments .
No amendment or waiver of any provision of this Note nor consent to any departure by the Issuer therefrom shall in any event be effective unless the same shall be in writing and (x) in the case of any such waiver or consent, signed by the Holder and (y) in the case of any other amendment, by the Holder and the Issuer, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
Section 6.3      Expenses; Indemnification .
(c)    The Issuer shall be obligated to pay all out-of-pocket costs and expenses (including, without limitation, but limited to the reasonable fees, charges and disbursements of outside counsel for the Holder) incurred by the Holder in connection with the enforcement or protection of its rights in connection with this Note, including its rights under this Section 6.3 , including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of this Note.
(d)    The Issuer shall indemnify each Holder Indemnitee against, and hold each Holder Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Holder Indemnitee) incurred by any Holder Indemnitee or asserted against any Holder Indemnitee by any third party or by the Issuer arising out of, in connection with, or as a result of (i) the execution or delivery of this Note or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or under this Note or the consummation of the transactions contemplated hereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Issuer, and regardless of whether any Holder Indemnitee is a party thereto, provided that such indemnity shall not, as to any Holder Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence or willful misconduct of such Holder Indemnitee or (y) result from a claim brought by the Issuer against any Holder Indemnitee for breach in bad faith of such Holder Indemnitee’s obligations hereunder, if the Issuer has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction.
(e)    The Issuer shall pay, and hold the Holder harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Note, any collateral described herein, or any payments


11




due hereunder, and save the Holder harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes.
(f)    To the extent permitted by applicable law, each party shall not assert, and hereby waives, any claim against any Holder Indemnitee or the other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Note or any agreement or instrument contemplated hereby, the transactions contemplated therein, or the use of proceeds thereof.
(g)    All amounts due under this Section 6.3 shall be payable promptly after written demand therefor.
Section 6.4      Successors and Assigns .
The provisions of this Note shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Issuer may not assign or otherwise transfer any of its rights or obligations hereunder, and the Holder may not assign or otherwise transfer any of its rights or obligations hereunder or under this Note without the prior written consent of the Issuer.  Any other attempted assignment or transfer by any party hereto shall be null and void.  Nothing in this Note, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, each Holder Indemnitee) any legal or equitable right, remedy or claim under or by reason of this Note.
Section 6.5      Governing Law .
This Note and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.
Section 6.6      Survival .
All covenants, agreements, representations and warranties made by the Issuer in this Note and in the certificates or other instruments delivered in connection with or pursuant to this Note shall be considered to have been relied upon by the Holder and shall survive the execution and delivery of this Note.  The provisions of Section 6.3 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of this Note, or the termination of this Note or any provision hereof. 
Section 6.7      Severability .
Any provision of this Note held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Section 6.8      Acceptance .
By its acceptance of this Note, the Holder agrees to be bound by the terms and provisions of this Note applicable to it.


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Section 6.9      Maximum Interest .
Notwithstanding anything to the contrary contained in this Note, the interest paid or agreed to be paid hereunder shall not exceed the maximum rate of non-usurious interest permitted by applicable law ("maximum rate"). If the Holder shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the Principal Amount or, if it exceeds such unpaid principal, refunded to the Issuer. In determining whether the interest contracted for, charged or received by the Holder exceeds the maximum rate, the Holder may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of this Note.
[ Signature Pages Follow ]



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

By: Seadrill Operating GP LLC,
       as general partner


 
By:
____________________________________
 
 
Name:
 


Title:



14




Exhibit A
Form of Guaranty


15





GUARANTY

GUARANTY, dated as of June [__], 2015 (this “ Guaranty ”), by SEADRILL PARTNERS LLC , a Marshall Islands limited liability company (the “ Guarantor ”) in favor of SEADRILL LIMITED (the “ Holder ”).
W I T N E S S E T H:
WHEREAS, Seadrill Operating LP, a Marshall Islands limited partnership (the “ Issuer ”), has issued a $50 million promissory note, dated the date hereof (as amended, supplemented or otherwise modified from time to time after the date hereof, the “ Note ”),
WHEREAS, terms defined in the Note and used herein shall have the meanings herein as therein defined unless otherwise defined herein;
WHEREAS, the Note was issued by the Issuer in satisfaction of a portion of the Purchase Price of the Purchased Equity under the PSA (as defined in the Note);
WHEREAS, the Guarantor will receive substantial direct and indirect benefits as a result of the purchase of the Purchased Equity contemplated by the Note; and
WHEREAS, in connection with the issuance of the Note, the Guarantor is required to have executed and delivered this Guaranty for the benefit of the Holder;
NOW THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 2. Guaranty
(a)    The Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or the Note of the Guarantor’s Allocated Portion of all principal, interest (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Issuer at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), expenses, indemnities or other amounts required to be paid by Issuer under the Note (the “ Obligations ”), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Issuer, whether now or hereafter existing, and whether due or to become due. This Guaranty constitutes a guaranty of payment and not of collection.
(b)    The Guarantor further agrees that, if any payment made by the Issuer or any other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such payment or repayment, the Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered, this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor in respect of the amount of such payment.
(c)    For purposes of this Guaranty, the “ Guarantor’s Allocated Portion ” is that percentage of the obligations of the Issuer under this Note equal to the Guarantor’s percentage ownership interest in the Issuer as of the date this Guaranty is called upon by the Holder. Notwithstanding anything to the contrary contained herein, the Guarantor’s liability hereunder shall be limited to the Guarantor’s Allocated Portion of the Obligations and all amounts payable by the Guarantor under Section 15.








Section 3.     Authorization; Other Agreements
The Holder is hereby authorized, without notice to, or demand upon, the Guarantor, which notice and demand requirements are expressly waived hereby, and without discharging or otherwise affecting the obligations of the Guarantor hereunder, from time to time, to do each of the following:
(a)    supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of the Note, including any increase or decrease of principal or the rate of interest thereon;
(b)    waive or otherwise consent to noncompliance with any provision of the Note or any other instrument evidencing the Obligations, or any part thereof;
(c)    accept partial payments on the Obligations;
(d)    receive, take and hold security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such security or collateral;
(e)    settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner;
(f)    add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Issuer or any other guarantor, maker or endorser;
(g)    apply to the Obligations any payment or recovery (x) from the Issuer, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from the Guarantor in such order as provided herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; or
(h)    refund (to the extent legally obligated to do so) at any time any payment received by the Holder in respect of any Obligation, and payment to the Holder of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor hereunder in respect of the amount so refunded;
even if any right of reimbursement or subrogation or other right or remedy of the Guarantor is extinguished, affected or impaired by any of the foregoing (including any election of remedies by reason of any judicial, non‑judicial or other proceeding in respect of the Obligations that impairs any subrogation, reimbursement or other right of the Guarantor).
Section 4.     Guaranty Absolute and Unconditional
The Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result of any of the following:
(a)    the invalidity or unenforceability of any of the Issuer’ obligations under the Note or any other agreement or instrument relating thereto, or any other guaranty of the Obligations or any part of them;








(b)    the absence of any attempt to collect the Obligations or any part of them from the Issuer or other action to enforce the same;
(c)    the disallowance in any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding (“ Bankruptcy Proceeding ”) of all or any portion of the Holder’s claim (or claims) for payment of the Obligations;
(d)    any Bankruptcy Proceeding commenced by or against the Issuer, the Guarantor or any of their respective subsidiaries, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;
(e)    failure by the Holder to file or enforce a claim against the Issuer or its estate in any Bankruptcy Proceeding;
(f)    any action taken by the Holder if such action is authorized hereby or by the Note;
(g)    any change in the corporate existence, structure, or ownership of the Issuer;
(h)    any defense, set-off or counterclaim (other than a defense of payment) which may at any time be available to or be asserted by the Guarantor or any other person against the Holder;
(i)    any requirement of law affecting any term of the Guarantor’s obligations under this Guaranty; or
(j)    any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other obligor on any obligations, other than the payment in full of the Obligations.
Section 5.     Waivers
The Guarantor hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Issuer. The Guarantor shall not, until the Obligations are irrevocably paid in full, assert any claim or counterclaim it may have against the Issuer or set off any of its obligations to the Issuer against any obligations of the Issuer to it.
Section 6.     Reliance
The Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Issuer and any endorser and other guarantor of all or any part of the Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, or any part thereof, that diligent inquiry would reveal, and the Guarantor hereby agrees that the Holder shall not have any duty to advise the Guarantor of information known to it regarding such condition or any such circumstances.
Section 7.     Waiver of Subrogation and Contribution Rights
Until the Obligations have been irrevocably paid in full, the Guarantor shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Holder or any part of them against the Issuer or any right of reimbursement or contribution or similar right against the Issuer by reason of this Guaranty or by any payment made by the Guarantor in respect of the Obligations.
Section 8.     Default; Remedies
The obligations of the Guarantor hereunder are independent of and separate from the Obligations. If any Obligation is not paid when due, or upon any Event of Default, the Holder may, at its sole election, proceed directly and at once, without notice, against the Guarantor to collect and recover the full amount or any portion of the Obligations








then due, without first proceeding against the Issuer or any other guarantor of the Obligations, or joining the Issuer or any other guarantor in any proceeding against the Guarantor.
Section 9.     Irrevocability
This Guaranty shall be irrevocable as to the Obligations (or any part thereof) until all monetary Obligations then outstanding have been irrevocably repaid in cash, at which time this Guaranty shall automatically be cancelled. Upon such cancellation and at the written request of the Guarantor or its successors or assigns, and at the cost and expense of the Guarantor or its successors or assigns, the Holder shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty.
Section 10.     No Marshalling
The Guarantor consents and agrees that neither the Holder nor any Person acting for or on behalf of the Holder shall be under any obligation to marshal any assets in favor of the Guarantor or against or in payment of any or all of the Obligations.
Section 11.     Representations and Warranties
(a)     Corporate Existence; Compliance with Law . The Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
(b)     Power; Authorization; Execution . The Guarantor has the power and authority, and the legal right, to make, deliver and perform this Guaranty. The Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered on behalf of the Issuer.
(c)     No Consents . No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by the Issuer in connection with (i) the execution, delivery, validity or enforceability of this Guaranty, or (iii) the performance of this Guaranty, except, in each case, for routine consents, authorizations, filings and notices required to be made in the ordinary course of business.
(d)     Enforceability . This Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(e)     No Legal Bar . The execution, delivery and performance of this Guaranty by the Guarantor will not violate any applicable law or any material agreement of the Guarantor and will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any requirement of applicable law or any such agreement.
Section 12.     Enforcement; Waivers; Amendments
(a)    No delay on the part of the Holder in the exercise of any right or remedy arising under this Guaranty or the Note or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof.
(b)    None of the terms or provisions of this Guaranty may be waived, amended, supplemented or modified except with the prior written consent of the Holder and the Guarantor.
Section 13.     Successors and Assigns








This Guaranty shall be binding upon the Guarantor and upon the successors and assigns of the Guarantor and shall inure to the benefit of the Holder and its successors and assigns; all references herein to the Issuer and to the Guarantor shall be deemed to include their respective successors and assigns. The successors and assigns of the Guarantor and the Issuer shall include, without limitation, their respective receivers, trustees and debtors‑in‑possession. All references to the singular shall be deemed to include the plural where the context so requires.
Section 14.     Governing Law
This Guaranty, the rights and obligations of the parties hereto and all claims and causes of action arising out of this Guaranty shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.
Section 15.     Notices
All notices, demands, requests, consents and other communications provided for in this Note shall be given in writing, and addressed to the party to be notified as follows:
To the Guarantor:
Seadrill Partners LLC
Building 11, 2nd Floor
Chiswick Business Park
566 Chiswick High Road
London W4 6YS
United Kingdom
Attn: Mr. Graham Robjohns

To the Holder:
Seadrill Limited
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM08
Bermuda
Attn: Georgina Sousa, Secretary

Either party hereto may change its address, telephone number or facsimile number for notices and other communications hereunder by notice to the other party.  All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mail or if delivered, upon delivery.
Section 16.     Severability
Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.
Section 17.     Costs and Expenses
The Guarantor agrees to pay or reimburse the Holder upon demand for all out-of-pocket costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement), incurred by the Holder in enforcing this Guaranty against the Guarantor or any security therefor or exercising or enforcing any other right or remedy available in connection herewith or therewith.








Section 18.     Entire Agreement
This Guaranty, taken together with all of the other documents executed and delivered by the Guarantor in connection with the Note, represents the entire agreement and understanding of the parties hereto and supersedes all prior understandings, written and oral, relating to the subject matter hereof.
Section 19.     Counterparts
This Guaranty may be executed by one or more of the parties to this Guaranty on any number of separate counterparts (including by telecopy or other electronic transmission), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart.

[SIGNATURE PAGES FOLLOW]









IN WITNESS WHEREOF, this Guaranty has been duly executed by the Guarantor
as of the day and year first set forth above.
SEADRILL PARTNERS LLC
By:
        
Name:
Title:








ACKNOWLEDGED AND AGREED
as of the date first above written:
SEADRILL LIMITED
By:     
Name:
Title:




Exhibit 10.2

EXECUTION



PROMISSORY NOTE
(GUARANTEED)
June 19, 2015

FOR VALUE RECEIVED , the undersigned, SEADRILL OPERATING LP , a Marshall Islands limited partnership (the “ Issuer ”), hereby promises to pay to SEADRILL LIMITED , a Bermuda company (the “ Holder ”), at the Payment Office (as defined below) on the Final Maturity Date (as defined below), the then outstanding Principal Amount (as defined below), in accordance with the terms and provisions hereinafter set forth.

This promissory note (“ this Note ”) is the Seadrill Operating Note referred to in the PSA (as defined below). The terms and provisions of this Note are as follows:

Article I
DEFINITIONS; CONSTRUCTION
Section 1.1      Definitions .
The following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):
Average Effective Differential ” has the meaning provided in Section 2.4(b).
Business Day ” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
Capital Lease Obligations ” shall mean, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; and, for the purposes of this Note, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.
Capitalized Principal Amount ” means, as of any date, the sum of (i) the Principal Amount deemed in effect for such date plus (ii) the aggregate amount of all additions to the Principal Amount representing accrued interest deemed made prior to such date pursuant to Section 2.6(a)(i).
Commissions ” means all payments to Grupo Simples Oil Ltda. in connection with the Existing Drilling Contract or any Replacement Drilling Contract and all similar payments to any other Person in its role as an agent or local representative in connection with the Existing Drilling Contract or any Replacement Drilling Contract.
Daily Effective Differential ” means, for each day during the Determination Period, the result (which may be a negative number) obtained by multiplying the Daily Rate Differential for such day by the Economic Utilization for such day.
Daily Rate Differential ” means, for each day during the Determination Period, the result (which may be a negative number) obtained by subtracting the contractual dayrate applicable on such date under the Replacement Drilling Contract (if any) in effect on such day (after deducting from such dayrate any applicable Commissions calculated on a per day basis) from $450,000, provided that if no Replacement Drilling Contract is in effect on such day the Daily Rate Differential for such day shall be deemed to be $450,000.
Default ” means any of the events specified in Article V , whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.


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Default Margin ” shall mean 2% per annum.

Determination Period ” means the three year period beginning on the earlier of (i) the day that is thirty (30) days after Existing Drilling Contract Termination Date and (ii) the first day after the Existing Drilling Contract Termination Date on which a Replacement Drilling Contract is in effect, provided that in the case of an acceleration of this Note pursuant to Section 5.1, the Determination Period shall be deemed to end on the date this Note is paid in full after the date of such acceleration.
Dollars ” and “ $ ” shall mean the lawful currency of the United States of America.
Economic Utilization ” means, for each day during the Determination Period, the percentage (ranging from zero to 100) of the contractual dayrate applicable on such date under the Replacement Drilling Contract (if any) in effect on such day (after deducting from such dayrate any applicable Commissions calculated on a per day basis) that is actually earned and received by Seadrill Polaris, provided that (i) if no Replacement Drilling Contract is in effect on such day the Economic Utilization for such day shall be deemed to be 100% and (ii) if a partial loss of the West Polaris has occurred, for any day thereafter for which Seadrill Polaris does not receive any portion of the contractual day rate as a result of such loss (after taking into account deductions from such dayrate for applicable Commissions), the Economic Utilization for such day shall be deemed to be 100%.
Event of Default ” shall mean any of the events specified in Article V , provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.
Excluded Taxes ” shall mean, with respect to the Holder, taxes imposed on or measured by its overall net income, franchise taxes, and any branch profits or similar tax imposed on it by any jurisdiction.
Existing Drilling Contract ” means that certain contract for offshore drilling services to which the drillship West Polaris is subject, dated January 10, 2007, between Seadrill Offshore AS and Esso Exploration Inc., as amended by Amendments No. 1 through No. 12 thereto, as assigned to ExxonMobil Deepwater Rig BV, and as novated to Seadrill Polaris, as such contract may be amended, supplemented or otherwise modified from time to time after the date of this Note, provided that the Existing Drilling Contract shall be deemed to be a Replacement Drilling Contract (and to no longer be the Existing Drilling Contract) if any amendment, supplement, modification, or amendment and restatement thereof renews such contract for an additional term or extends the term of such contract beyond the Existing Drilling Contract Termination Date with such deeming to be effective as of the first day of such renewal or additional term.
Existing Drilling Contract Termination Date ” means the date on which the Existing Drilling Contract (without giving effect to any amendment, supplement, modification, or amendment and restatement thereof that renews such contract for an additional term or extends the term of such contract beyond the Existing Drilling Contract Termination Date in effect on the date of this Note) terminates or expires in accordance with its terms.
Final Maturity Date ” means the earliest of (i) the last day of the Determination Period, (ii) the date this Note is paid in full or prepaid in full and (iii) the date this Note is accelerated in accordance with Article V.
GAAP ” shall mean United States generally accepted accounting principles applied on a consistent basis.
Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.
Guarantee Obligation ” shall mean as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit), if to induce the creation of such obligation of such other Person the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly; provided, however , that the term Guarantee Obligation shall not include


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Exhibit 10.2

EXECUTION


endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Issuer in good faith.
Guaranty ” means the Guaranty, dated as of the date hereof, in the form of Exhibit A to this Note, made by the Guarantor in favor of the Holder pursuant to which the Guarantor guarantees on the terms set forth therein that percentage of the obligations of the Issuer under this Note equal to the Guarantor’s percentage ownership interest in the Issuer at the time the Guaranty is called upon.
Guarantor ” means Seadrill Partners LLC, a Marshall Islands limited liability company.
Hedge Agreements ” shall mean all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by the Issuer or its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.
Holder ” shall have the meaning assigned to such term in the opening paragraph of this Note.
Holder Indemnitee ” shall mean the Holder and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to the Holder.
Indebtedness ” shall mean of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person (even though the rights and remedies of the seller or Holder under such agreement in the event of default are limited to repossession or sale of such property or assets), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any equity interests of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) all obligations of such Person in respect of Hedge Agreements.
Interest Rate ” means 6.5% per annum.
Issuer ” shall have the meaning assigned to such term in the opening paragraph of this Note.
Issuer Affiliate ” shall mean the Issuer and each Subsidiary thereof.
Lien ” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).


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

Note ” shall have the meaning assigned to such term in the second paragraph of this Note.
Obligations ” shall mean, with respect to the Issuer, the unpaid amounts in respect of this Note and all other obligations and liabilities of the Issuer to the Holder, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Note.
Partial Prepayment Amount ” shall have the meaning assigned to such term in Section 2.3(b).
Payment Office ” shall mean the office of the Holder located at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM08, Bermuda, or such other location as to which the Holder shall have given written notice to the Issuer.
Person ” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.
Principal Amount ” shall mean $50,000,000 as such amount as shall be (i) determined from time to time prior to the Final Maturity Date as a result of partial prepayments of the principal of this Note made pursuant to Section 2.3(b) and (ii) determined on the Final Maturity Date (or, if later, the date this Note is paid in full) in accordance with the calculations detailed in Section 2.4
PSA ” means the Purchase and Sale Agreement, dated as of June 16, 2015, by and among the Holder, the Issuer, and Seadrill Polaris, providing for, among other things, the purchase of the Purchased Equity by the Issuer from the Holder.
Purchased Equity ” means all of the equity interests in Seadrill Polaris.
Purchase Price ” shall have the meaning assigned to such term in the PSA.
Quarterly Date ” means the last day of each March, June, September and December occurring after the date of this Note.

Quarterly Period ” shall mean, (a) initially, the period commencing on the date of this Note and ending on the first Quarterly Date occurring thereafter; and (b) thereafter, each period commencing on the last day of the immediately preceding Quarterly Period and ending on the next succeeding Quarterly Date, or, if sooner, the Final Maturity Date.

Replacement Drilling Contract ” means each contract for offshore drilling services to which the drillship West Polaris is subject entered into after the Existing Drilling Contract Termination Date, as each such contract may be amended, supplemented or otherwise modified from time to time after the date of this Note. The Existing Drilling Contract shall be deemed to be a Replacement Drilling Contract if any amendment, supplement, modification, or amendment and restatement thereof renews such contract for an additional term or extends the term of such contract beyond the Existing Drilling Contract Termination Date in effect on the date of this Note with such deeming of the Existing Drilling Contract as a Replacement Drilling Contract to be effective as of the first day of such renewal or additional term.
Seadrill Polaris ” means Seadrill Polaris Ltd., a Bermuda exempted company.
Subsidiary ” shall mean as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the


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Exhibit 10.2

EXECUTION


board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.
Taxes ” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, provided that “Taxes” shall not include Excluded Taxes.
Total Reduction Amount ” means the result obtained by multiplying the Average Effective Differential by the number of days in the Determination Period. For the avoidance of doubt, if the Average Effective Differential is less than or equal to zero then the Total Reduction Amount shall be deemed to be zero.
Section 1.2      Other Definitional Provisions .
(a)    Unless otherwise specified therein, all terms defined in this Note shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.
(b)    The words “ hereof ”, “ herein ” and “ hereunder ” and words of similar import when used in this Note shall refer to this Note as a whole and not to any particular provision of this Note, and Section, Schedule and Exhibit references are to this Note unless otherwise specified.
(c)    The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
(d)    The term “Holder” shall include, without limitation, its successors.
Section 1.3      Accounting Terms and Principles .
Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP.
ARTICLE II     
FINANCIAL TERMS
Section 2.1      Issue .
This Note is issued by the Issuer on the date hereof in satisfaction of a portion of the Purchase Price payable under the PSA on the date hereof. This Note evidences the Principal Amount (as such amount shall be determined pursuant to the terms of this Note) that will be due and payable hereunder.
Section 2.2      Payment on Final Maturity Date .
On the Final Maturity Date, the Issuer shall pay the then outstanding Principal Amount together with all accrued and unpaid interest (calculated in accordance with Section 2.6 as of the Final Maturity Date or, if later, the date this Note is paid in full), and all other sums, if any, then owing or accrued under this Note.
Section 2.3      Prepayment.
(a)     Voluntary Prepayment in Full . The Issuer may, by giving not less than seven (7) Business Day’s (or such shorter time as the Holder may agree) prior written notice to the Holder specifying that this Note is to be paid in full and the date of such payment, prepay this Note in full on such specified date by paying on such date an amount equal to the unpaid Principal Amount (determined at such time by the Holder and the Issuer in accordance with the next two sentences), together with all accrued and unpaid interest (calculated in accordance with Section 2.6 as of the


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Exhibit 10.2

EXECUTION


date this Note is paid in full), and other sums, if any, then owing or accrued under this Note with respect to such principal amount. During the period after the Issuer delivers such notice of prepayment to the Holder and prior to the prepayment date specified in such prepayment notice, the Issuer and the Holder shall negotiate in good faith to determine the Principal Amount for this Note. In determining such Principal Amount the Holder and the Issuer shall take into account (i) the market conditions for day rates for rigs comparable to the West Polaris at the time of such prepayment, (ii) reasonable estimates as to the market conditions for day rates for rigs comparable to the West Polaris that would reasonably be expected to prevail over the unused portion of the three year Determination Period, (iii) the amount of previous prepayments of this Note, and (iv) the methodology otherwise employed in Section 2.4 of this Note for adjusting the Principal Amount to reflect variations in contractual day rates. Once the Principal Amount is determined as set forth above, the Issuer shall prepay this Note in full together with such other amounts as provided in the first sentence of this Section 2.3(a).
(b)     Voluntary Prepayment in Part . The Issuer may, by giving not less than seven (7) Business Day’s (or such shorter time as the Holder may agree) prior written notice to the Holder specifying the principal amount of this Note to be prepaid (the “ Partial Prepayment Amount ”) and the date of such prepayment, prepay this Note on such specified date by paying on such date the Partial Prepayment Amount. During the period after the Issuer delivers such notice of prepayment to the Holder and prior to the prepayment date specified in such prepayment notice, the Issuer and the Holder shall negotiate in good faith to determine the Principal Amount for this Note (as if the full amount of this Note was to be prepaid at such time). In determining such Principal Amount the Holder and the Issuer shall take into account (i) the market conditions for day rates for rigs comparable to the West Polaris at the time of such prepayment, (ii) reasonable estimates as to the market conditions for day rates for rigs comparable to the West Polaris that would reasonably be expected to prevail over the unused portion of the three year Determination Period, (iii) the amount of previous prepayments of this Note, and (iv) the methodology otherwise employed in Section 2.4 of this Note for adjusting the Principal Amount to reflect variations in contractual day rates. Once the Principal Amount is determined as set forth above, the Issuer shall pay the Partial Prepayment Amount, and the Principal Amount for all purposes thereafter shall be deemed to be the Principal Amount as so determined less the Partial Prepayment Amount (subject to any subsequent adjustments in such Principal Amount made in accordance with the terms of this Note including Section 2.4).
(c)     Mandatory Prepayment in Full . Promptly after the Issuer becomes aware that Seadrill Polaris has received compensation from (i) the sale or other disposition of the West Polaris or (ii) a total loss of the West Polaris , the Issuer shall provide the Holder with a written prepayment notice specifying the amount of such compensation received by the Issuer, the date on which such compensation was received, and the date on which the Issuer will prepay this Note in full (which prepayment date shall be no less than seven (7) Business Days and no more than ten (10) Business Days after the Issuer delivers such prepayment notice). During the period after the Issuer delivers such notice of prepayment to the Holder and prior to the prepayment date specified in such prepayment notice, the Issuer and the Holder shall negotiate in good faith to determine an agreed Principal Amount for this Note to be prepaid on the specified prepayment date. In determining this amount, the parties shall consider (i) the market conditions for day rates in existence at the time of the sale, disposition or loss, (ii) reasonable estimates as to the future market conditions for day rates for rigs comparable to the West Polaris , and (iii) the amount actually received by Seadrill Polaris as compensation. Once the Principal Amount is determined as set forth above, the Issuer shall prepay this Note in full on such specified date by paying on such date an amount equal to the unpaid Principal Amount (determined above), together with all accrued and unpaid interest (calculated in accordance with Section 2.6 as of the date this Note is actually paid in full), and other sums, if any, then owing or accrued under this Note with respect to such principal amount.
Section 2.4      Calculation of Principal Amount .
On the Final Maturity Date (or, if later, the date this Note is paid in full) and immediately prior to giving effect to any payment of this Note required to be made on such date, the Principal Amount shall be calculated as follows:
(a)    For each day during the Determination Period, the Daily Rate Differential, the Economic Utilization, and the Daily Effective Differential shall be determined for such day in accordance with the definitions of such terms.


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(b)     After the Daily Rate Differential, the Economic Utilization, and the Daily Effective Differential have been calculated for each day during the Determination Period as provided in clause (a) above, the average effective differential (the “ Average Effective Differential ”) for the Determination Period shall be calculated by dividing (i) the sum of the Daily Effective Differentials for each day during the Determination Period (which sum, for the avoidance of doubt, shall reflect reductions for any such Daily Effective Differential that is a negative number) by (ii) the total number of days occurring during the Determination Period.
(c)    If the Average Effective Differential calculated as provided in clause (b) above is greater than zero, the Total Reduction Amount shall be determined and the Principal Amount of this Note shall be deemed reduced at such time by the Total Reduction Amount (with such reduction deemed effective from the date of this Note). If the Average Effective Differential is less than or equal to zero then the Total Reduction Amount shall be deemed to be zero and the Principal Amount of this Note shall not be reduced.
Section 2.5      Cancellation of Note .
If this Note is fully paid or prepaid, it shall be immediately cancelled.
Section 2.6      Interest .
(a)    The aggregate accrued and unpaid interest on this Note shall be calculated retrospectively on the Final Maturity Date (or, if later, the date on which this Note is paid in full) as follows:
(i)    For each Quarterly Period that occurred during the period that commenced on the date of this Note and ended on the Final Maturity Date (or, if later, the date this Note was actually paid in full), interest shall be deemed to have accrued on the Capitalized Principal Amount deemed in effect on the first day of such Quarterly Period at a rate equal to the sum of (i) the Interest Rate plus (ii) for each day during such Quarterly Period that an Event of Default has occurred and is continuing or during which this Note has been accelerated in accordance with Article VI, the Default Margin, and such accrued interest shall be deemed to be added to such Capitalized Principal Amount on the first day of the next succeeding Quarterly Period, provided that if a partial prepayment of this Note in accordance with Section 2.3(b) shall have occurred during any such Quarterly Period, the calculation of the interest accrued during such Quarterly Period shall be appropriately adjusted for such Quarterly Period to reflect the amount and date of such prepayment.
(ii)    The aggregate amount of interest accrued on this Note shall be the sum of the amounts of accrued interest determined for each Quarterly Period pursuant to clause (i) above.
(b)    All computations of interest shall be made by the Holder on the basis of a year of 360 days.
(c)    Each determination by the Holder of interest amounts hereunder shall, except for manifest error, be final, conclusive and binding for all purposes.
Section 2.7      Payments Generally .
(a)    All payments by the Issuer to the Holder hereunder shall be made to the Holder at the Payment Office in immediately available funds without setoff or counterclaim.  If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day.
(b)    All payments hereunder shall be made in Dollars. If any sum due from the Issuer under this Note or any order or judgment given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable hereunder or under such order or judgment into another currency (the “second currency”) for the purpose of (i) making or filing a claim or proof against the Issuer, (ii) obtaining an order or judgment in any court or other tribunal or (iii) enforcing any order or judgment given or made in relation hereto, the Issuer shall indemnify and hold harmless the Holder from and against any loss suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and


7


Exhibit 10.2

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(b) the rate or rates of exchange at which the Holder may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. The obligations to pay the amounts contemplated by this Section 2.7 shall be independent of and in addition to the other obligations of the Issuer hereunder.
Section 2.8      Taxes .
Any and all payments by the Issuer under this Note shall be made free and clear of and without deduction for any and all present or future Taxes. If any Taxes shall be required by law to be deducted from or in respect of any sum payable under this Note to the Holder, then the Issuer shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and the sum payable by the Issuer shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Taxes applicable to additional sums payable under this Section) the Holder receives an amount equal to the sum it would have received had no such deduction or withholding been made.
ARTICLE III     
REPRESENTATIONS AND WARRANTIES
To induce the Holder to accept this Note, the Issuer represents and warrants to the Holder on the date hereof that:
Section 3.1      Corporate Existence; Compliance with Law .
The Issuer and each of its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the limited partnership, limited liability company, corporate or other power and authority, and the legal right, to own and operate its property and assets, to lease the property and assets it operates as lessee and to conduct the business in which it is currently engaged, and (c) is in compliance with all requirements of applicable law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 3.2      Power; Authorization; Enforceable Obligations .
(d)    The Issuer has the power and authority, and the legal right, to make, deliver and perform this Note. The Issuer has taken all necessary action to authorize the execution, delivery and performance of this Note.
(e)    No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by the Issuer in connection with (i) the issuance of this Note, (ii) the execution, delivery, validity or enforceability of this Note, or (iii) the performance of this Note, except, in each case, for routine consents, authorizations, filings and notices required to be made in the ordinary course of business.
(f)    This Note has been duly executed and delivered on behalf of the Issuer.
(g)    This Note constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Section 3.3      No Legal Bar .
The execution, delivery and performance of this Note by the Issuer and the use of the proceeds of this Note will not violate any applicable law or any material agreement of the Issuer and will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any requirement of applicable law or any such agreement.


8


Exhibit 10.2

EXECUTION


Section 3.4      No Material Litigation .
No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Issuer, threatened by or against the Issuer or any Issuer Affiliate, or against any of its or their respective properties or revenues (a) with respect to this Note or any of the transactions contemplated hereby, or (b) that could reasonably be expected to have a Material Adverse Effect.
Section 3.5      No Default .
No Default or Event of Default has occurred and is continuing.
ARTICLE IV     
COVENANTS
Section 4.1      Delivery of Financial Information .
The Issuer will deliver to the Holder such financial or other information in respect of its business and financial status as the Holder may reasonably request including, but not limited to, copies of its unaudited quarterly financial statements and of its audited annual financial statements.
Section 4.2      Notice of Default .
The Issuer shall give notice to the Holder of the occurrence of any Default or Event of Default within five (5) Business Days after the Issuer knows or has reason to know thereof.
Section 4.3      Conduct of Business and Maintenance of Existence, etc .
The Issuer will (a) (i) preserve, renew and keep in full force and effect its corporate or other existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all agreements and requirements of applicable law, except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
ARTICLE V     
EVENTS OF DEFAULT
Section 5.1      Events of Default .
If any of the following events shall occur and be continuing:
(d)    The Issuer shall fail to pay the principal of this Note on the Final Maturity Date or on any other date when it becomes due in accordance with the terms hereof; or the Issuer shall fail to pay any interest on this Note, or any other amount payable hereunder, within three (3) Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or
(e)    Any representation or warranty made or deemed made by the Issuer herein or by the Guarantor in the Guaranty or that is contained in any certificate, document or financial or other statement furnished by the Issuer or Guarantor at any time under or in connection with this Note or the Guaranty shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished; or
(f)    The Issuer or the Guarantor shall default in the observance or performance of any other agreement contained in this Note or the Guaranty to be performed by it (other than as provided in clause (a) of this Section 5.1 ), and such default shall continue unremedied for a period of 30 days after the earlier of (i) the date on which an officer


9


Exhibit 10.2

EXECUTION


of the Issuer or the Guarantor, as applicable, becomes aware of such failure and (ii) the date on which written notice thereof shall have been given to the Issuer or the Guarantor, as applicable, by the Holder; or
(g)    (i) The Issuer, any Issuer Affiliate, or the Guarantor shall fail to make any payment on any Indebtedness (other than the Obligations) of the Issuer, any such Issuer Affiliate or the Guarantor or on any Guarantee Obligation in respect of Indebtedness of any other Person, and, in each case, such failure relates to Indebtedness having a principal amount of $25,000,000 or more, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and the effect of such failure is to accelerate the maturity of such Indebtedness, (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate the maturity of such Indebtedness, (iii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness or (iv) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or
(h)    (i) The Issuer or the Guarantor shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Issuer shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Issuer or the Guarantor any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Issuer or the Guarantor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Issuer or the Guarantor shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i) , (ii) , or (iii) above; or (v) the Issuer or the Guarantor shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;
then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (e) above, (i) the Principal Amount (calculated in accordance with Section 2.4 as of the date this Note is paid in full), all accrued and unpaid interest (calculated in accordance with Section 2.6 as of the date this Note is paid in full), and all other amounts owing under this Note shall immediately become due and payable, and (B) if such event is any other Event of Default, the Holder may, by notice to the Issuer, declare the Principal Amount (calculated in accordance with Section 2.4 as of the date this Note is paid in full), accrued interest (calculated in accordance with Section 2.6 as of the date this Note is paid in full), and all other amounts owing under this Note to be due and payable forthwith, whereupon the same shall immediately become due and payable.
ARTICLE VI     
MISCELLANEOUS
Section 6.1      Notices .
All notices, demands, requests, consents and other communications provided for in this Note shall be given in writing, and addressed to the party to be notified as follows:


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Exhibit 10.2

EXECUTION


To the Issuer:
Seadrill Operating LP
Building 11, 2nd Floor
Chiswick Business Park
566 Chiswick High Road
London W4 6YS
United Kingdom
Attn: Mr. Graham Robjohns

To the Holder:
Seadrill Limited
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM08
Bermuda
Attn: Georgina Sousa, Secretary

Either party hereto may change its address, telephone number or facsimile number for notices and other communications hereunder by notice to the other party.  All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mail or if delivered, upon delivery.
Section 6.2      Waiver; Amendments .
No amendment or waiver of any provision of this Note nor consent to any departure by the Issuer therefrom shall in any event be effective unless the same shall be in writing and (x) in the case of any such waiver or consent, signed by the Holder and (y) in the case of any other amendment, by the Holder and the Issuer, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
Section 6.3      Expenses; Indemnification .
(c)    The Issuer shall be obligated to pay all out-of-pocket costs and expenses (including, without limitation, but limited to the reasonable fees, charges and disbursements of outside counsel for the Holder) incurred by the Holder in connection with the enforcement or protection of its rights in connection with this Note, including its rights under this Section 6.3 , including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of this Note.
(d)    The Issuer shall indemnify each Holder Indemnitee against, and hold each Holder Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Holder Indemnitee) incurred by any Holder Indemnitee or asserted against any Holder Indemnitee by any third party or by the Issuer arising out of, in connection with, or as a result of (i) the execution or delivery of this Note or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or under this Note or the consummation of the transactions contemplated hereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Issuer, and regardless of whether any Holder Indemnitee is a party thereto, provided that such indemnity shall not, as to any Holder Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence or willful misconduct of such Holder Indemnitee or (y) result from a claim brought by the Issuer against any Holder Indemnitee for breach in bad faith of such Holder Indemnitee’s obligations hereunder, if the Issuer has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction.
(e)    The Issuer shall pay, and hold the Holder harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Note, any collateral described herein, or any payments


11


Exhibit 10.2

EXECUTION


due hereunder, and save the Holder harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes.
(f)    To the extent permitted by applicable law, each party shall not assert, and hereby waives, any claim against any Holder Indemnitee or the other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Note or any agreement or instrument contemplated hereby, the transactions contemplated therein, or the use of proceeds thereof.
(g)    All amounts due under this Section 6.3 shall be payable promptly after written demand therefor.
Section 6.4      Successors and Assigns .
The provisions of this Note shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Issuer may not assign or otherwise transfer any of its rights or obligations hereunder, and the Holder may not assign or otherwise transfer any of its rights or obligations hereunder or under this Note without the prior written consent of the Issuer.  Any other attempted assignment or transfer by any party hereto shall be null and void.  Nothing in this Note, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, each Holder Indemnitee) any legal or equitable right, remedy or claim under or by reason of this Note.
Section 6.5      Governing Law .
This Note and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.
Section 6.6      Survival .
All covenants, agreements, representations and warranties made by the Issuer in this Note and in the certificates or other instruments delivered in connection with or pursuant to this Note shall be considered to have been relied upon by the Holder and shall survive the execution and delivery of this Note.  The provisions of Section 6.3 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of this Note, or the termination of this Note or any provision hereof. 
Section 6.7      Severability .
Any provision of this Note held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Section 6.8      Acceptance .
By its acceptance of this Note, the Holder agrees to be bound by the terms and provisions of this Note applicable to it.


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Exhibit 10.2

EXECUTION



Section 6.9      Maximum Interest .
Notwithstanding anything to the contrary contained in this Note, the interest paid or agreed to be paid hereunder shall not exceed the maximum rate of non-usurious interest permitted by applicable law ("maximum rate"). If the Holder shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the Principal Amount or, if it exceeds such unpaid principal, refunded to the Issuer. In determining whether the interest contracted for, charged or received by the Holder exceeds the maximum rate, the Holder may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of this Note.
[ Signature Pages Follow ]



13




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

By: Seadrill Operating GP LLC,
       as general partner


 
By:
_ /s/ David S. Sneddon ____________________
 
 
Name: David S. Sneddon
 


Title: Chief Accounting Officer




14




Exhibit A
Form of Guaranty


15





FORM OF GUARANTY

GUARANTY, dated as of June [__], 2015 (this “ Guaranty ”), by SEADRILL PARTNERS LLC , a Marshall Islands limited liability company (the “ Guarantor ”) in favor of SEADRILL LIMITED (the “ Holder ”).
W I T N E S S E T H:
WHEREAS, Seadrill Operating LP, a Marshall Islands limited partnership (the “ Issuer ”), has issued a $50 million promissory note, dated the date hereof (as amended, supplemented or otherwise modified from time to time after the date hereof, the “ Note ”),
WHEREAS, terms defined in the Note and used herein shall have the meanings herein as therein defined unless otherwise defined herein;
WHEREAS, the Note was issued by the Issuer in satisfaction of a portion of the Purchase Price of the Purchased Equity under the PSA (as defined in the Note);
WHEREAS, the Guarantor will receive substantial direct and indirect benefits as a result of the purchase of the Purchased Equity contemplated by the Note; and
WHEREAS, in connection with the issuance of the Note, the Guarantor is required to have executed and delivered this Guaranty for the benefit of the Holder;
NOW THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Guaranty
(a)    The Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or the Note of the Guarantor’s Allocated Portion of all principal, interest (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Issuer at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), expenses, indemnities or other amounts required to be paid by Issuer under the Note (the “ Obligations ”), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Issuer, whether now or hereafter existing, and whether due or to become due. This Guaranty constitutes a guaranty of payment and not of collection.
(b)    The Guarantor further agrees that, if any payment made by the Issuer or any other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such payment or repayment, the Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered, this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor in respect of the amount of such payment.
(c)    For purposes of this Guaranty, the “ Guarantor’s Allocated Portion ” is that percentage of the obligations of the Issuer under this Note equal to the Guarantor’s percentage ownership interest in the Issuer as of the date this Guaranty is called upon by the Holder. Notwithstanding anything to the contrary contained herein, the Guarantor’s liability hereunder shall be limited to the Guarantor’s Allocated Portion of the Obligations and all amounts payable by the Guarantor under Section 15.








Section 2.     Authorization; Other Agreements
The Holder is hereby authorized, without notice to, or demand upon, the Guarantor, which notice and demand requirements are expressly waived hereby, and without discharging or otherwise affecting the obligations of the Guarantor hereunder, from time to time, to do each of the following:
(a)    supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of the Note, including any increase or decrease of principal or the rate of interest thereon;
(b)    waive or otherwise consent to noncompliance with any provision of the Note or any other instrument evidencing the Obligations, or any part thereof;
(c)    accept partial payments on the Obligations;
(d)    receive, take and hold security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such security or collateral;
(e)    settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner;
(f)    add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Issuer or any other guarantor, maker or endorser;
(g)    apply to the Obligations any payment or recovery (x) from the Issuer, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from the Guarantor in such order as provided herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; or
(h)    refund (to the extent legally obligated to do so) at any time any payment received by the Holder in respect of any Obligation, and payment to the Holder of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor hereunder in respect of the amount so refunded;
even if any right of reimbursement or subrogation or other right or remedy of the Guarantor is extinguished, affected or impaired by any of the foregoing (including any election of remedies by reason of any judicial, non‑judicial or other proceeding in respect of the Obligations that impairs any subrogation, reimbursement or other right of the Guarantor).
Section 3.     Guaranty Absolute and Unconditional
The Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result of any of the following:
(a)    the invalidity or unenforceability of any of the Issuer’ obligations under the Note or any other agreement or instrument relating thereto, or any other guaranty of the Obligations or any part of them;








(b)    the absence of any attempt to collect the Obligations or any part of them from the Issuer or other action to enforce the same;
(c)    the disallowance in any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding (“ Bankruptcy Proceeding ”) of all or any portion of the Holder’s claim (or claims) for payment of the Obligations;
(d)    any Bankruptcy Proceeding commenced by or against the Issuer, the Guarantor or any of their respective subsidiaries, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;
(e)    failure by the Holder to file or enforce a claim against the Issuer or its estate in any Bankruptcy Proceeding;
(f)    any action taken by the Holder if such action is authorized hereby or by the Note;
(g)    any change in the corporate existence, structure, or ownership of the Issuer;
(h)    any defense, set-off or counterclaim (other than a defense of payment) which may at any time be available to or be asserted by the Guarantor or any other person against the Holder;
(i)    any requirement of law affecting any term of the Guarantor’s obligations under this Guaranty; or
(j)    any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other obligor on any obligations, other than the payment in full of the Obligations.
Section 4.     Waivers
The Guarantor hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Issuer. The Guarantor shall not, until the Obligations are irrevocably paid in full, assert any claim or counterclaim it may have against the Issuer or set off any of its obligations to the Issuer against any obligations of the Issuer to it.
Section 5.     Reliance
The Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Issuer and any endorser and other guarantor of all or any part of the Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, or any part thereof, that diligent inquiry would reveal, and the Guarantor hereby agrees that the Holder shall not have any duty to advise the Guarantor of information known to it regarding such condition or any such circumstances.
Section 6.     Waiver of Subrogation and Contribution Rights
Until the Obligations have been irrevocably paid in full, the Guarantor shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Holder or any part of them against the Issuer or any right of reimbursement or contribution or similar right against the Issuer by reason of this Guaranty or by any payment made by the Guarantor in respect of the Obligations.
Section 7.     Default; Remedies
The obligations of the Guarantor hereunder are independent of and separate from the Obligations. If any Obligation is not paid when due, or upon any Event of Default, the Holder may, at its sole election, proceed directly and at once, without notice, against the Guarantor to collect and recover the full amount or any portion of the Obligations








then due, without first proceeding against the Issuer or any other guarantor of the Obligations, or joining the Issuer or any other guarantor in any proceeding against the Guarantor.
Section 8.     Irrevocability
This Guaranty shall be irrevocable as to the Obligations (or any part thereof) until all monetary Obligations then outstanding have been irrevocably repaid in cash, at which time this Guaranty shall automatically be cancelled. Upon such cancellation and at the written request of the Guarantor or its successors or assigns, and at the cost and expense of the Guarantor or its successors or assigns, the Holder shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty.
Section 9.     No Marshalling
The Guarantor consents and agrees that neither the Holder nor any Person acting for or on behalf of the Holder shall be under any obligation to marshal any assets in favor of the Guarantor or against or in payment of any or all of the Obligations.
Section 10.     Representations and Warranties
(a)     Corporate Existence; Compliance with Law . The Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
(b)     Power; Authorization; Execution . The Guarantor has the power and authority, and the legal right, to make, deliver and perform this Guaranty. The Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered on behalf of the Issuer.
(c)     No Consents . No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by the Issuer in connection with (i) the execution, delivery, validity or enforceability of this Guaranty, or (iii) the performance of this Guaranty, except, in each case, for routine consents, authorizations, filings and notices required to be made in the ordinary course of business.
(d)     Enforceability . This Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(e)     No Legal Bar . The execution, delivery and performance of this Guaranty by the Guarantor will not violate any applicable law or any material agreement of the Guarantor and will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any requirement of applicable law or any such agreement.
Section 11.     Enforcement; Waivers; Amendments
(a)    No delay on the part of the Holder in the exercise of any right or remedy arising under this Guaranty or the Note or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof.
(b)    None of the terms or provisions of this Guaranty may be waived, amended, supplemented or modified except with the prior written consent of the Holder and the Guarantor.
Section 12.     Successors and Assigns








This Guaranty shall be binding upon the Guarantor and upon the successors and assigns of the Guarantor and shall inure to the benefit of the Holder and its successors and assigns; all references herein to the Issuer and to the Guarantor shall be deemed to include their respective successors and assigns. The successors and assigns of the Guarantor and the Issuer shall include, without limitation, their respective receivers, trustees and debtors‑in‑possession. All references to the singular shall be deemed to include the plural where the context so requires.
Section 13.     Governing Law
This Guaranty, the rights and obligations of the parties hereto and all claims and causes of action arising out of this Guaranty shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.
Section 14.     Notices
All notices, demands, requests, consents and other communications provided for in this Note shall be given in writing, and addressed to the party to be notified as follows:
To the Guarantor:
Seadrill Partners LLC
Building 11, 2nd Floor
Chiswick Business Park
566 Chiswick High Road
London W4 6YS
United Kingdom
Attn: Mr. Graham Robjohns

To the Holder:
Seadrill Limited
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM08
Bermuda
Attn: Georgina Sousa, Secretary

Either party hereto may change its address, telephone number or facsimile number for notices and other communications hereunder by notice to the other party.  All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mail or if delivered, upon delivery.
Section 15.     Severability
Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.
Section 16.     Costs and Expenses
The Guarantor agrees to pay or reimburse the Holder upon demand for all out-of-pocket costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement), incurred by the Holder in enforcing this Guaranty against the Guarantor or any security therefor or exercising or enforcing any other right or remedy available in connection herewith or therewith.








Section 17.     Entire Agreement
This Guaranty, taken together with all of the other documents executed and delivered by the Guarantor in connection with the Note, represents the entire agreement and understanding of the parties hereto and supersedes all prior understandings, written and oral, relating to the subject matter hereof.
Section 18.     Counterparts
This Guaranty may be executed by one or more of the parties to this Guaranty on any number of separate counterparts (including by telecopy or other electronic transmission), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart.

[SIGNATURE PAGES FOLLOW]






IN WITNESS WHEREOF, this Guaranty has been duly executed by the Guarantor
as of the day and year first set forth above.
SEADRILL PARTNERS LLC
By:
        
Name:
Title:





ACKNOWLEDGED AND AGREED
as of the date first above written:
SEADRILL LIMITED
By:     
Name:
Title:



Exhibit 10.3

EXECUTION



GUARANTY


GUARANTY, dated as of June 19, 2015 (this “ Guaranty ”), by SEADRILL PARTNERS LLC , a Marshall Islands limited liability company (the “ Guarantor ”) in favor of SEADRILL LIMITED (the “ Holder ”).
W I T N E S S E T H:
WHEREAS, Seadrill Operating LP, a Marshall Islands limited partnership (the “ Issuer ”), has issued a $50 million promissory note, dated the date hereof (as amended, supplemented or otherwise modified from time to time after the date hereof, the “ Note ”),
WHEREAS, terms defined in the Note and used herein shall have the meanings herein as therein defined unless otherwise defined herein;
WHEREAS, the Note was issued by the Issuer in satisfaction of a portion of the Purchase Price of the Purchased Equity under the PSA (as defined in the Note);
WHEREAS, the Guarantor will receive substantial direct and indirect benefits as a result of the purchase of the Purchased Equity contemplated by the Note; and
WHEREAS, in connection with the issuance of the Note, the Guarantor is required to have executed and delivered this Guaranty for the benefit of the Holder;
NOW THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Guaranty
(a)    The Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or the Note of the Guarantor’s Allocated Portion of all principal, interest (including all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Issuer at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), expenses, indemnities or other amounts required to be paid by Issuer under the Note (the “ Obligations ”), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Issuer, whether now or hereafter existing, and whether due or to become due. This Guaranty constitutes a guaranty of payment and not of collection.
(b)    The Guarantor further agrees that, if any payment made by the Issuer or any other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such payment or repayment, the Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered, this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor in respect of the amount of such payment.
(c)    For purposes of this Guaranty, the “ Guarantor’s Allocated Portion ” is that percentage of the Obligations of the Issuer under this Note equal to the Guarantor’s percentage ownership interest in the Issuer as of the date this Guaranty is called upon by the Holder. Notwithstanding anything to the contrary contained herein, the Guarantor’s liability hereunder shall be limited to the Guarantor’s Allocated Portion of the Obligations and all amounts payable by the Guarantor under Section 15.









Section 2.     Authorization; Other Agreements
The Holder is hereby authorized, without notice to, or demand upon, the Guarantor, which notice and demand requirements are expressly waived hereby, and without discharging or otherwise affecting the obligations of the Guarantor hereunder, from time to time, to do each of the following:
(a)    supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of the Note, including any increase or decrease of principal or the rate of interest thereon;
(b)    waive or otherwise consent to noncompliance with any provision of the Note or any other instrument evidencing the Obligations, or any part thereof;
(c)    accept partial payments on the Obligations;
(d)    receive, take and hold security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such security or collateral;
(e)    settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner;
(f)    add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Issuer or any other guarantor, maker or endorser;
(g)    apply to the Obligations any payment or recovery (x) from the Issuer, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from the Guarantor in such order as provided herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; or
(h)    refund (to the extent legally obligated to do so) at any time any payment received by the Holder in respect of any Obligation, and payment to the Holder of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor hereunder in respect of the amount so refunded;
even if any right of reimbursement or subrogation or other right or remedy of the Guarantor is extinguished, affected or impaired by any of the foregoing (including any election of remedies by reason of any judicial, non‑judicial or other proceeding in respect of the Obligations that impairs any subrogation, reimbursement or other right of the Guarantor).
Section 3.     Guaranty Absolute and Unconditional
The Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result of any of the following:
(a)    the invalidity or unenforceability of any of the Issuer’ obligations under the Note or any other agreement or instrument relating thereto, or any other guaranty of the Obligations or any part of them;
(b)    the absence of any attempt to collect the Obligations or any part of them from the Issuer or other action to enforce the same;

2








(c)    the disallowance in any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding (“ Bankruptcy Proceeding ”) of all or any portion of the Holder’s claim (or claims) for payment of the Obligations;
(d)    any Bankruptcy Proceeding commenced by or against the Issuer, the Guarantor or any of their respective subsidiaries, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;
(e)    failure by the Holder to file or enforce a claim against the Issuer or its estate in any Bankruptcy Proceeding;
(f)    any action taken by the Holder if such action is authorized hereby or by the Note;
(g)    any change in the corporate existence, structure, or ownership of the Issuer;
(h)    any defense, set-off or counterclaim (other than a defense of payment) which may at any time be available to or be asserted by the Guarantor or any other person against the Holder;
(i)    any requirement of law affecting any term of the Guarantor’s obligations under this Guaranty; or
(j)    any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other obligor on any obligations, other than the payment in full of the Obligations.
Section 4.     Waivers
The Guarantor hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Issuer. The Guarantor shall not, until the Obligations are irrevocably paid in full, assert any claim or counterclaim it may have against the Issuer or set off any of its obligations to the Issuer against any obligations of the Issuer to it.
Section 5.     Reliance
The Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Issuer and any endorser and other guarantor of all or any part of the Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, or any part thereof, that diligent inquiry would reveal, and the Guarantor hereby agrees that the Holder shall not have any duty to advise the Guarantor of information known to it regarding such condition or any such circumstances.
Section 6.     Waiver of Subrogation and Contribution Rights
Until the Obligations have been irrevocably paid in full, the Guarantor shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Holder or any part of them against the Issuer or any right of reimbursement or contribution or similar right against the Issuer by reason of this Guaranty or by any payment made by the Guarantor in respect of the Obligations.
Section 7.     Default; Remedies
The obligations of the Guarantor hereunder are independent of and separate from the Obligations. If any Obligation is not paid when due, or upon any Event of Default, the Holder may, at its sole election, proceed directly and at once, without notice, against the Guarantor to collect and recover the full amount or any portion of the Obligations then due, without first proceeding against the Issuer or any other guarantor of the Obligations, or joining the Issuer or any other guarantor in any proceeding against the Guarantor.

3








Section 8.     Irrevocability
This Guaranty shall be irrevocable as to the Obligations (or any part thereof) until all monetary Obligations then outstanding have been irrevocably repaid in cash, at which time this Guaranty shall automatically be cancelled. Upon such cancellation and at the written request of the Guarantor or its successors or assigns, and at the cost and expense of the Guarantor or its successors or assigns, the Holder shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty.
Section 9.     No Marshalling
The Guarantor consents and agrees that neither the Holder nor any Person acting for or on behalf of the Holder shall be under any obligation to marshal any assets in favor of the Guarantor or against or in payment of any or all of the Obligations.
Section 10.     Representations and Warranties
(a)     Corporate Existence; Compliance with Law . The Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
(b)     Power; Authorization; Execution . The Guarantor has the power and authority, and the legal right, to make, deliver and perform this Guaranty. The Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered on behalf of the Issuer.
(c)     No Consents . No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by the Issuer in connection with (i) the execution, delivery, validity or enforceability of this Guaranty, or (iii) the performance of this Guaranty, except, in each case, for routine consents, authorizations, filings and notices required to be made in the ordinary course of business.
(d)     Enforceability . This Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(e)     No Legal Bar . The execution, delivery and performance of this Guaranty by the Guarantor will not violate any applicable law or any material agreement of the Guarantor and will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any requirement of applicable law or any such agreement.
Section 11.     Enforcement; Waivers; Amendments
(a)    No delay on the part of the Holder in the exercise of any right or remedy arising under this Guaranty or the Note or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof.
(b)    None of the terms or provisions of this Guaranty may be waived, amended, supplemented or modified except with the prior written consent of the Holder and the Guarantor.
Section 12.     Successors and Assigns
This Guaranty shall be binding upon the Guarantor and upon the successors and assigns of the Guarantor and shall inure to the benefit of the Holder and its successors and assigns; all references herein to the Issuer and to the Guarantor shall be deemed to include their respective successors and assigns. The successors and assigns of the

4








Guarantor and the Issuer shall include, without limitation, their respective receivers, trustees and debtors‑in‑possession. All references to the singular shall be deemed to include the plural where the context so requires.
Section 13.     Governing Law
This Guaranty, the rights and obligations of the parties hereto and all claims and causes of action arising out of this Guaranty shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.
Section 14.     Notices
All notices, demands, requests, consents and other communications provided for in this Note shall be given in writing, and addressed to the party to be notified as follows:
To the Guarantor:
Seadrill Partners LLC
Building 11, 2nd Floor
Chiswick Business Park
566 Chiswick High Road
London W4 6YS
United Kingdom
Attn: Mr. Graham Robjohns

To the Holder:
Seadrill Limited
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM08
Bermuda
Attn: Georgina Sousa, Secretary

Either party hereto may change its address, telephone number or facsimile number for notices and other communications hereunder by notice to the other party.  All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mail or if delivered, upon delivery.
Section 15.     Severability
Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.
Section 16.     Costs and Expenses
The Guarantor agrees to pay or reimburse the Holder upon demand for all out-of-pocket costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement), incurred by the Holder in enforcing this Guaranty against the Guarantor or any security therefor or exercising or enforcing any other right or remedy available in connection herewith or therewith.
Section 17.     Entire Agreement

5








This Guaranty, taken together with all of the other documents executed and delivered by the Guarantor in connection with the Note, represents the entire agreement and understanding of the parties hereto and supersedes all prior understandings, written and oral, relating to the subject matter hereof.
Section 18.     Counterparts
This Guaranty may be executed by one or more of the parties to this Guaranty on any number of separate counterparts (including by telecopy or other electronic transmission), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart.

[SIGNATURE PAGES FOLLOW]


6





IN WITNESS WHEREOF, this Guaranty has been duly executed by the Guarantor
as of the day and year first set forth above.
SEADRILL PARTNERS LLC
By:
/s/ John T. Roche    
Name: John T. Roche
Title: CFO

[SIGNATURE PAGE TO GUARANTY]




ACKNOWLEDGED AND AGREED
as of the date first above written:
SEADRILL LIMITED
By: /s/ Jon Olav Østhus    
Name: Jon Olav Østhus
Title: Attorney

[SIGNATURE PAGE TO GUARANTY]

    

ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT



between



Seadrill Management AME Ltd


and



Seadrill Polaris Ltd



Seadrill Polaris Ltd Management Agreement


CONTENTS
Clause      Page
1.
SERVICES AND EFFECTIVE DATE    1
2.
SERVICES    1
3.
GENERAL CONDITIONS    3
4.
COMPENSATION    3
5.
INDEMNITY    4
6.
CONFIDENTIALITY    5
7.
TERM AND TERMINATION    5
8.
DEFAULT    6
9.
FORCE MAJEURE    6
10.
NOTICES    7
11.
MISCELLANEOUS    7
12.
GOVERNING LAW AND ARBITRATION    7


i

Seadrill Polaris Ltd Management Agreement

Exhibit 10.4

THIS ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT (the “ Agreement ”) is made as of the Effective Date set forth below.
BETWEEN :
(1)
Seadrill Management AME Ltd., a Bermuda company with branch operations in Dubai (the “ Contractor ”)
and
(2)
Seadrill Polaris Ltd. , a Bermuda company (the “ Company ”)
(hereinafter jointly referred to as the “ Parties ” and, individually, as a “ Party ”).
WHEREAS , the Company wishes to engage the Contractor to provide certain advisory, technical and administrative services to the Company on the terms set out herein;
NOW THEREFORE , the Parties have agreed as follows:
1.
SERVICES AND EFFECTIVE DATE
1.1
The Contractor shall provide the advisory, technical and general administrative services specified in this Agreement (the “ Services ”) to the Company subject to the terms and conditions set forth in this Agreement, as may be requested by the Company from time to time.
1.2
The effective date of this Agreement shall be from 19 June 2015.
2.
SERVICES
2.1
The Contractor shall provide the following Services to the Company:
2.1.1
Operations Services
(a)
The Contractor shall provide standards for the technical operation of the Company’s vessel (the “ Vessel ”) and a policy in this respect.
(b)
The Contractor shall assist in the supervision of the activities of third party contractors employed by the Company in respect of certain elements of the technical management and operation of the Vessel and, in particular:
(i)
look for similarities between the services utilized by other vessel owning companies in the Seadrill Group and potentials for improvements or savings in this respect; the “ Seadrill Group ” means Seadrill Limited or any subsidiary thereof, (except the Company and its subsidiaries);
(ii)
developing and implementing strategies for long term maintenance of the Vessel;
(iii)
supervise and co‑ordinate the policies in relation to emergency events;

1

Seadrill Polaris Ltd Management Agreement

Exhibit 10.4

(iv)
promote the most economical ways of operating the Vessel without compromising safety of any Vessel or its crew;
(v)
minimize the environmental impact of the operation of the Vessel without compromising the safety of the Vessel or its crew; and
(vi)
ensure compliance with industry-based best practice “norms”.
(c)
The Contractor shall, as requested, provide audits of contractors of technical services and equipment and crewing services, such audits to include physical inspections.
(d)
The Contractor shall provide assistance in purchasing materials and supplies for the Vessel and endeavor to achieve competitive terms from adequate suppliers.
2.1.2
Technical Supervision
The Contractor shall, throughout the term of this Agreement, provide Services in relation to the technical management of the Vessel. In particular the Contractor shall provide the following Services:
(a)
The Contractor shall follow up with regard to the requirements of classification societies and any relevant national authorities and provide assistance to the Company in ensuring that the Vessel comply with all recognized safety standards at any time.
(b)
The Contractor shall maintain good relations with Shipping Registries where the Vessel are or are intended to be registered.
(c)
The Contractor shall assist the Company in ensuring that the Vessel comply with contractual technical and other commitments.
(d)
The Contractor shall regularly visit the Vessel and ensure that the standard of maintenance is kept at an acceptable level, that the crewing is adequate and that the operation is professional and satisfactory in every respect.
2.1.3
Accidents—Contingency Plans
The Contractor shall assist the Company in handling all accidents involving Vessel owned by the Company in the course of operations. In particular, the Contractor shall provide a crisis management procedure, shall assist the Company in the development of a local crisis management procedure, and shall provide other advice and assistance in connection with crisis response, including crisis communications assistance.
2.1.4
Financing
The Contractor shall assist the Company in all matters relevant to the financing of the Company’s activities, including the identification of sources of potential financing, negotiation of financing arrangements, and coordination of financing with other Seadrill Group companies for the benefit of the Company.

2

Seadrill Polaris Ltd Management Agreement

Exhibit 10.4

2.1.5
Disputes
The Contractor shall provide general advice and assistance in the prosecution or defense of any and all legal proceedings by or against the Company, on the Company’s behalf and follow up the same in accordance with such instructions as shall be provided to the Contractor in this respect by the Company.
2.1.6
Marketing Services
The Contractor shall provide advice and assistance in the marketing of the Company’s Vessel, including the identification of potential customers, identification of Vessels available for charter opportunities and preparation of bids.
2.1.7
General Administrative Services
The Contractor shall provide such general administrative services as may be required or specifically requested by the Company including accounting services, access to and consolidation of information in the Seadrill Group enterprise resource planning systems, and advice and assistance in the general administration and management of the business.
3.
GENERAL CONDITIONS
3.1
The Contractor shall, in performing its duties hereunder, serve the Company in good faith. In providing the Services hereunder, the Contractor shall:
(b)
protect and promote the Company’s interests;
(c)
observe all applicable laws and regulations relevant to the Company’s activities; and
(d)
always act in accordance with good and professional management practice.
3.2
The Contractor shall be entitled to provide Services to other companies or entities. Such entities can either be other companies in the Seadrill Group or third party entities.
3.3
All discounts, commissions and other benefits received by the Contractor and/or its employees from third parties as a consequence of the provision of Services hereunder shall be disclosed and credited to the Company.
3.4
The Company shall, at any time upon request, be provided with any information from the accounts and records of the Contractor which is relevant and reasonably required for the performance of its obligations vis‑à‑vis the Company hereunder.
Such information shall be provided to such persons as shall be specifically authorized by the Company. Representatives of the Company’s auditor shall, in relation to the audit of the Company’s accounts, always be considered authorized.
3.5
The Contractor shall, upon request, provide the Company with copies of all documents relevant to the Company in its possession and otherwise compile such facts and records on the basis of such documents as shall, from time to time, be requested by the Company.
4.
COMPENSATION

3

Seadrill Polaris Ltd Management Agreement

Exhibit 10.4

4.1
Each calendar quarter, the Company agrees to reimburse the Contractor for all costs and expenses reasonably incurred by the Contractor (the “ Costs and Expenses ”) in connection with the provision of the Services by the Contractor to the Company for such calendar quarter.
4.2
The Company shall pay to the Contractor a management fee equal to 5% of the Costs and Expenses for such calendar quarter (the “Services Fee” ).
4.3
The Services Fee shall be payable by the Company on a quarterly basis. Within 30 days following the end of each calendar quarter, the Contractor shall prepare a statement of costs and expenses incurred in providing the Services, setting forth the basis for calculation in such detail as reasonably required. The Contractor shall then deliver an invoice to the Company for such costs together with the corresponding Services Fee. The Company shall pay undisputed charges within 30 days of receipt of the Contractor’s invoice.
4.4
The Company shall pay the Services Fee to the Contractor less any applicable withholding taxes.
5.
INDEMNITY
5.1
The Contractor shall be under no responsibility or liability for any loss or damage, whether loss of profits or otherwise, to the Company arising out of any act or omission involving any error of judgment or any negligence on the part of the Contractor or any of its officers, employees, agents, and sub-contractors in connection with the performance of the Services under this Agreement, unless the acts or omissions leading to a loss or damage are caused by fraud, or willful misconduct on the part of the Contractor, its officers, employees, agents or subcontractors.
Notwithstanding anything to the contrary, unless the acts or omissions leading to a loss or damage are caused by or due to the fraud of the Contractor, its officers, employees, agents or subcontractors, the Contractor shall not, under any circumstances whatsoever under the agreement, tort or otherwise at law, be liable to compensate the Company for any loss or damage in excess of ten (10) times the annual Services Fee.
The Company agrees to indemnify and keep the Contractor and its sub‑contractors, together with its sub‑contractors officers and employees, indemnified against any and all liabilities, costs, claims, demands, proceedings, charges, actions, suits or expenses of whatsoever kind or character that may be incurred or suffered by any of them howsoever arising (other than by reason of fraud, gross negligence or willful misconduct on the part of the Contractor or any of its officers, employees, agents, and sub-contractors) in connection with the provision of the Services or the performance of the Services hereunder.
The Contractor shall not be required to take any legal action on behalf of the Company unless being fully indemnified (to its reasonable satisfaction) for all costs and liabilities likely to be incurred or suffered by it as a consequence thereof.
5.2
The indemnities provided by the Company hereunder shall cover all reasonable costs and expenses payable or incurred by the Contractor in connection with any claims.
5.3
To the extent the Contractor is entitled to claim any indemnity in respect of amounts paid or discharged by the Contractor pursuant to this Agreement, these indemnities shall take effect as an obligation of the Company to reimburse the Contractor for making such payment or effecting such discharge.

4

Seadrill Polaris Ltd Management Agreement

Exhibit 10.4

5.4
The indemnification provided by this clause shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, the Operating Agreement of the Company or otherwise, and shall continue after the termination of this Agreement.
5.5
None of the parties shall under any circumstance be liable towards the other party for their own indirect or consequential loss or damage.
6.
CONFIDENTIALITY
6.1
All Confidential Information furnished to or developed by the Company or any of its employees, directors or sub‑contractors pursuant to this Agreement shall be the property of the Company, and shall be kept confidential by the Contractor both during and after the term of this Agreement.
(a)
For the purpose of this clause, “ Confidential Information ” shall mean information relating to the business of the Company as well as all know‑how of which the Contractor becomes aware or generates in the course of or as a consequence of the performance of its obligations hereunder.
(b)
The provisions of this clause shall not apply to Confidential Information which:
(i)
is required to be disclosed by law or court order; or
(ii)
has become public knowledge otherwise than as a result of the conduct of the Contractor.
(iii)
was already known to contractor at the time of entry into this agreement or which Contractor has received other than as a consequence of this agreement.
(c)
The Company shall be entitled to any equitable remedy available at law or equity, including specific performance, against a breach by the Contractor of this obligation.
6.2
All Confidential Information furnished to or developed by the Contractor or any of its employees, directors or sub‑contractors pursuant to this Agreement shall be the property of the Contractor, and shall be kept confidential by the Company, both during and after the term of this Agreement.
(a)
For the purpose of this clause “Confidential Information” shall mean information relating to the business of the Contractor as well as all know‑how of which the Company becomes aware or generates in the course of or in connection with the performance of its obligations hereunder.
(b)
The provisions of this clause shall not apply to Confidential Information which:
(i)
is required to be disclosed by law or court order; or
(ii)
has become public knowledge otherwise than as a result of the conduct of the Company.
(c)
The Contractor shall be entitled to any equitable remedy available at law or equity, including specific performance, against a breach by the Company of this obligation.

5

Seadrill Polaris Ltd Management Agreement

Exhibit 10.4

7.
TERM AND TERMINATION
7.1
This Agreement shall have an initial term of one (1) year and will be automatically extended for one or more periods of 12 months unless terminated by either party with 90 days prior written notice.
7.2
Upon termination of this agreement, the Contractor shall surrender to the Company any and all books, records, documents and other property in the possession or control of the Contractor relating to this Agreement and to the business, finance, technology, trademark or affairs of the Company and its subsidiaries, and except as required by law, shall not retain any copies of the same.
8.
DEFAULT
8.1
Notwithstanding Section 7.1(a), if the Contractor shall, by any act or omission, be in breach of any material obligation under this Agreement and such breach shall continue for a period of 14 days after written notice thereof has been given by the Company to the Contractor, the Company shall have the right to terminate this Agreement with immediate effect by notice to the Contractor.
The right to terminate this Agreement shall be in addition to and without prejudice to any other rights which the Company may have against the Contractor hereunder.
9.
FORCE MAJEURE
Neither Party shall incur liability of any kind or nature whatsoever in relation to the other Party in the event of a failure to perform any of its obligations hereunder directly or indirectly caused by circumstances beyond the relevant Party’s reasonable control, such as war or war‑like activities, government orders, riots, civil commotion, strike, lock‑out or similar actions, an act of God, peril of the sea or any other similar cause.
10.
NOTICES
All correspondence or notices required or permitted to be given under this Agreement shall be given in English and sent by mail, telefax, electronic mail or delivered by hand at the following addresses:
If to the Company :

Seadrill Polaris Ltd.
Par‑la‑Ville Place
14 Par-la-Ville Road
Hamilton HM08
Bermuda

Attn: Chief Executive Officer


6

Seadrill Polaris Ltd Management Agreement

Exhibit 10.4

If to the Contractor :

Seadrill Management AME Ltd.
Arenco Tower, 18 th Floor
Dubai Media City,
Dubai, UAE

Attention: Finance Director

or such other address as either Party may designate to the other Party in writing.
11.
MISCELLANEOUS
11.1
The Contractor shall not be entitled to assign its rights and/or obligations under this Agreement unless the prior written consent of the Company has been obtained. The Contractor may freely subcontract or sub‑license this Agreement, so long as the Contractor remains liable for performance of the Services and its obligations under this Agreement. Contractor shall be entitled to provide the services directly or indirectly through any affiliate of Contractor.
11.2
The relationship between the parties is that of independent contractor. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture relationship between the Parties.
11.3
No term of this Agreement is enforceable by a person who is not a Party to it, except by the affiliates of the Company and/or the Contractor. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
11.4
This Agreement shall not be amended, supplemented or modified save by written agreement signed by or on behalf of the Parties.
11.5
The failure of either party to enforce any term of this Agreement shall not act as a waiver. Any waiver must be specifically stated as such in writing.
11.6
If any provision herein is held to be void or unenforceable, the validity and enforceability of the remaining provisions herein shall remain unaffected and enforceable.
11.7
This Agreement shall be binding upon and inure to the benefit of the affiliates of the Company and/or the Contractor.
11.8
This Agreement may be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument.
12.
GOVERNING LAW AND ARBITRATION
12.1
This Agreement shall be governed by and interpreted in accordance with the law in England and Wales.
12.2
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled exclusively by arbitration in accordance with the provisions of the rules and procedures of the London Court of International Arbitration, in London, England.


7

Seadrill Polaris Ltd Management Agreement

Exhibit 10.4



For and on behalf of        For and on behalf of
SEADRILL MANAGEMENT AME LTD.        SEADRILL POLARIS LTD.





/s/ Silvio Bresciani          /s/ Jonas Ytreland    
Signature        Signature


Silvio Bresciani          Jonas Ytreland, VP Treasury and Financing     
Seadrill Management Ltd
Name with block letters        Name with block letters



8

Seadrill Polaris Ltd Management Agreement
Exhibit 10.5 - Part 1

EXECUTION VERSION

AMENDMENT AND RESTATEMENT AGREEMENT
dated 19 June 2015
to the
USD 420,000,000
TERM LOAN AND REVOLVING CREDIT FACILITIES AGREEMENT
originally dated 28 December 2012 and as previously amended pursuant to amendment agreements dated 28 February 2014, 31 October 2014 and 29 December 2014, respectively
for
Seadrill Polaris Ltd. (previously SFL West Polaris Limited)

as Borrower

Seadrill Limited
as Parent

Ship Finance International Limited
as Retiring Guarantor

The companies named therein
as Guarantors

Provided by
 
The banks and financial institutions named herein
as Lenders

with
DNB Bank ASA and Nordea Bank AB, London Branch
as Bookrunners

and
 
The banks and financial institutions named herein
as Mandated Lead Arrangers

and

DNB Bank ASA
as Agent


 
www.bahr.no
 

#5700341/1






CONTENTS
Clause
Page
1. DEFINITIONS AND INTERPRETATIONS     4
2. CONDITIONS PRECEDENT     4
3. REPRESENTATIONS AND WARRANTIES     5
4. AMENDED FACILITY AGREEMENT      5
5. RELEASE OF SECURITY      5
6. CONTINUING OBLIGATIONS 5
7. COSTS AND EXPENSES 6
8. MISCELLANEOUS 6
9. GOVERNING LAW 6

Schedule 1 CONDITIONS PRECEDENT
Schedule 2 AMENDED AND RESTATED FACILITY AGREEMENT



#5700341/1    2 (2)



THIS AMENDMENT AND RESTATEMENT AGREEMENT (THE “AGREEMENT”) is dated 19 June 2015 and made between:
(1)
Seadrill Polaris Ltd., (previously SFL West Polaris Limited), organisation number 41813 of Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM08, Bermuda as borrower (the “ Borrower” );
(2)
Seadrill Limited , of Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM08, Bermuda, organisation number 36832, as parent and guarantor (the “ Parent ” and/or a “ Guarantor” );
(3)
Ship Finance International Limited of Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM08, Bermuda, as retiring guarantor (the “ Retiring Guarantor ”);
(4)
The companies listed as Intra-Group Charterers or otherwise identified as Guarantors in Schedule 2 ( Borrower and Guarantors ) to the Amended Facility Agreement, as joint and several guarantors (each a “ Guarantor ”, together with the Parent, the “ Guarantors ”);
(5)
The banks and financial institutions listed as Mandated Lead Arrangers in Schedule 1 ( Lenders and Commitments ) of the Amended Facility Agreement, as mandated lead arrangers (the “ Mandated Lead Arrangers ”).
(6)
Deutsche Bank AG and Nordea Bank Finland Plc. as hedge counterparties ( the “Hedge Counterparties”) ;
(7)
DNB Bank ASA and Nordea Bank AB, London Branch as bookrunners (the “ Bookrunners ”); and
(8)
DNB Bank ASA of Dronning Eufemias gate 30, 0191 Oslo, Norway as agent (the “ Agent ”).
WHEREAS:
(A)
Pursuant to the term loan and revolving credit facilities agreement originally dated 28 December 2012, as amended, inter alia, by amendment agreements dated 28 February 2014, 31 October 2014 and 29 December 2014, respectively, and entered into by, inter alia, the Borrower as borrower, the Retiring Guarantor as guarantor, the Parent as charter guarantor, and DNB Bank ASA as agent, the Lenders (as defined therein) made available to the Borrower USD 420,000,000 senior secured credit facilities pursuant to the terms of the said agreement (the “ Original Facility Agreement ”).
(B)
Pursuant to a letter dated 12 December 2014, the ownership of the Borrower was transferred from the Retiring Guarantor to the Parent. Pursuant to a request letter dated 6 March 2015 (the “ Request Letter ”), the Borrower has requested that the Retiring Guarantor be released from its obligation as guarantor pursuant to the Original Facility Agreement.
(C)
In the Request Letter, the Borrower has further requested that the ownership of the Borrower is transferred from the Parent to the company “Seadrill Operating LP”, which is incorporated in the Marshall Islands.
(D)
Subject to the terms and conditions of this Agreement, the Lenders consent to the requests set out in the Request Letter, and the Original Facility Agreement shall be amended and restated in the form as set out in Schedule 2 ( Form of Amended and Restated Facility Agreement ).
NOW THEREFORE , it is hereby agreed as follows:
DEFINITIONS AND INTERPRETATIONS
Definitions
In this Agreement, unless the context otherwise requires:
Amended Facility Agreement ” means the Original Facility Agreement, as amended and restated by this Agreement in the form set out in Schedule 2 ( Amended and Restated Facility Agreement ) hereto.
Effective Time ” means the date defined as such in Clause 2 of this Agreement.
Obligors ” means the Borrower and the Guarantors and an Obligor means any of them.
Seadrill Partners LLC Guarantee ” means a separate guarantee provided by Seadrill Partners LLC in favour of the Finance Parties, whereby Seadrill Partners LLC guarantees for the Obligors’ obligations under the Finance Documents, in form and substance satisfactory to the Agent (on behalf of the Finance Parties), limited to the amount of USD 420,000,000.
Share Charge ” means the first priority charge over all the shares, equity interests or membership interest (as applicable) of the Borrower, granted or to be granted by Seadrill Operating LP, replacing the share charge currently provided by the Parent as security for the Obligors' obligations under the Finance Documents in form and substance satisfactory to the Agent (on behalf of the Finance Parties).
Incorporation of defined terms and Clauses
Unless the context otherwise requires, a term defined in the Original Facility Agreement has the same meaning when used in this Agreement.
The principles of construction set out in the Amended Facility Agreement shall have effect as if set out in this Agreement.
In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause of or a Schedule to this Agreement
CONDITIONS PRECEDENT
The provisions of Clause 4 ( Amended Facility Agreement ) shall be effective from the date the Agent notifies the Borrower and the Lenders that it has received all the documents and other evidence listed Schedule 1 ( Conditions Precedent ), of this Agreement, each in a form and substance satisfactory to the Agent, (the " Effective Time ") acting on behalf of the Lenders. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.
REPRESENTATIONS AND WARRANTIES
Each of the Obligors makes the representations and warranties set out in Clause 16 ( Representations ) of the Original Facility Agreement by reference to the facts and circumstances then existing:
on the date of this Agreement; and
on the Effective Time,
as if references in Clause 16 ( Representations ) of the Original Facility Agreement were instead to this Agreement and, on the Effective Time, to the Amended Facility Agreement.
AMENDED FACILITY AGREEMENT
With effect from the Effective Time, the Original Facility Agreement shall be amended in the form as set out in Schedule 2 ( Amended and Restated Facility Agreement ) hereto, and the Finance Parties consents to the amendments as reflected therein.
RELEASE OF SECURITY
With effect from the Effective Time, the following security shall be released:
The Charterer’s Earnings Account Charge; and
the Bareboat Charter Assignment.
The share pledge agreement provided by Seadrill Limited in favour of the Agent in respect of all shares in the Borrower, shall be released or shall be novated to Seadrill Operating LP, thereby releasing Seadrill Limited’s obligations thereunder.
Furthermore, on the Effective Time, the Retiring Guarantor be released from all its obligations under the Finance Documents.
All costs associated with such release shall be for the Borrower’s costs, who shall take all actions necessary to effect such release in order to allow for new corresponding security, where applicable, to be efficiently taken by the Agent.
CONTINUING OBLIGATIONS
Continuing obligations and effect
The provisions of the Amended Facility Agreement and the other Finance Documents (including, but not limited to each and all the securities provided and/or created by each of the Obligors in favour of the Finance Parties under such documents) shall, save as amended by this Agreement, continue in full force and effect. All references in the Original Facility Agreement to "this Agreement", "hereof", "hereby", "hereto" and the like shall mean the Amended Facility Agreement.
Continuing security
Each Obligor confirms, agrees and undertakes, that each and all the securities (including, but not limited to guarantees) provided and/or created by each of the Obligors in favour of the Finance Parties under the Original Facility Agreement and the other Finance Documents shall, save as supplemented or amended by this Agreement, continue in full force and effect as security for the Obligors' obligations and liabilities under the Amended Facility Agreement and the other Finance Documents.
COSTS AND EXPENSES
The provisions of Clause 17 ( Costs and expenses ) of the Amended Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to "this Agreement" are references to this Agreement.
MISCELLANEOUS
Incorporation of terms
The provisions of Clauses 32 ( Partial invalidity ), 34 ( Remedies and waivers ), 35.3 ( Process Agent ), and Clause 35.2 ( Jurisdiction ) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” and/or the “the Finance Documents” are references to this Agreement.
Additional Finance Document
This Agreement shall constitute a “Finance Document” for the purposes of the Amended Facility Agreement.
GOVERNING LAW
This Agreement shall be governed by Norwegian law and the legal venue shall be as stated in the Amended Facility Agreement.
*    *    *
SIGNATORIES:
The Parent:

Seadrill Limited

By: /s/Jonas Ytreland    
Name: Jonas Ytreland
Title: VP Treasury and Financing
            Seadrill Management Ltd

The Borrower:

Seadrill Polaris Ltd.

By: /s/Jonas Ytreland    
Name: Jonas Ytreland
Title: VP Treasury and Financing
             Seadrill Management Ltd

The Retiring Guarantor:

Ship Finance International Limited

By: /s/ Harald Gurvin    
Name: Harald Gurvin
Title: Attorney-in-fact


 
The Agent, Lender, Mandated Lead Arranger, Coordinator and Bookrunner:
DNB Bank ASA

By: /s/ Ragnhild Steigberg    
Name: Ragnhild Steigberg
Title: Attorney in fact






Lender, Bookrunner and Mandated Lead Arranger

Nordea Bank AB, London Branch


By: /s/ Ragnhild Steigberg    
Name: Ragnhild Steigberg
Title: Attorney in fact

The Lenders and Mandated Lead Arrangers:

BNP Paribas

By: /s/ Ragnhild Steigberg    
Name: Ragnhild Steigberg
Title: Attorney in fact
 
Deutsche Bank AG Filiale Deutschlandgeschäft


By: /s/ Ragnhild Steigberg    
Name: Ragnhild Steigberg
Title: Attorney in fact






Skandinaviska Enskilda Banken AB (Publ)

By: /s/ Ragnhild Steigberg    
Name: Ragnhild Steigberg
Title: Attorney in fact
 
Swedbank AB (Publ)

By: /s/ Ragnhild Steigberg    
Name: Ragnhild Steigberg
Title: Attorney in fact

The Lenders;

Credit Agricole Corporate and Investment Bank

By: /s/ Ragnhild Steigberg    
Name: Ragnhild Steigberg
Title: Attorney in fact

ITF International Transport Finance Suisse AG

By: /s/ Ragnhild Steigberg    
Name: Ragnhild Steigberg
Title: Attorney in fact
 
The Hedge Counterparties
Deutsche Bank AG
By: /s/ Ragnhild Steigberg    
Name: Ragnhild Steigberg
Title: Attorney in fact

Nordea Bank Finland Plc.
By: /s/ Ragnhild Steigberg    
Name: Ragnhild Steigberg
Title: Attorney in fact

Schedule 1
CONDITIONS PRECEDENT
1.
In respect of the the Borrower, the Parent, Seadrill Partners LLC and Seadrill Operating LP:
(a)
Company Certificate or equivalent;
(b)
Certificate of Incorporation, Articles of Association, Memorandum or equivalent documents;
(c)
resolutions passed at a board meeting (or a shareholders meeting if required by lawyers of the Agent in the relevant jurisdiction), evidencing:
(i)
the approval of the terms of, and the transactions contemplated by, this Agreement; and
(ii)
the authorisation of its appropriate officer or officers or other representatives to execute this Agreement on its behalf;
(d)
(unless granted directly by the board pursuant to the resolutions referred to in item (c) above) powers of attorney to its representative(s) for the execution of the relevant Finance Documents (as required by lawyers of the Agent in the relevant jurisdiction);
(e)
specimen signatures of the person(s) authorised in the resolutions described in items a) and b) above, together with such identification any Lender may reasonably require to satisfy “know-your-customer” requirement applicable to such Obligor; and
(f)
Director’s/ secretary’s certificate confirming true and current copies of documents listed in this Clause 1;
2.
Authorisations
Evidence that all approvals, authorisations and consents required by any government or other authorities for the Obligors and if applicable its subsidiaries to enter into and perform their obligations under any of the Finance Documents shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which, in the opinion of the Agent, restrains, prevents or imposes materially adverse conditions upon the Obligors to enter into and perform their obligations under the Finance Documents.
3.
Finance Documents
Each of the Finance Documents, duly signed by all the relevant parties thereto together with evidence that the security created thereunder is legally perfected on first priority in accordance with the terms of the Finance Documents and applicable laws including, but not limited to;
(a)
The Agreement;
(b)
The Share Charge (or novation of existing share charge);
(c)
The Seadrill Partners LLC Guarantee;
(d)
The Assignment of Earnings, the consent to which shall be obtained on a commercially best effort basis;
(e)
An amendment agreement to the existing Mortgage;
(f)
An amendment agreement to the existing Assignment of Insurances;
(g)
Any other Finance Document; and
(h)
such other amendments to any Security Documents or filings of this Agreement as will be necessary in order to verify that the Security Documents remain in full force and effect.
4.
Miscellaneous
(a)
Evidence that the Borrower has paid, or will pay on the Effective Time, any fees payable in accordance with this Agreement;
(b)
A contract memo from BA-HR on the charter contract between the Borrower and ExxonMobil Deepwater Rig Ltd. for the “West Polaris”;
(c)
A copy of the Contribution Agreement (as defined in the Operating Agreement, which term is defined in the Amended Facility Agreement); and
(d)
Any other documents as reasonably requested by the Agent.
5.
Legal Opinions:

(a)
Legal opinion in form and substance satisfactory to the Lenders relating to Bermuda law issues.
(b)
Legal opinion in form and substance satisfactory to the Lenders relating to Norwegian law issues.
(c)
Legal opinion in form and substance satisfactory to the Lenders relating to Marshall Islands law issues.
(d)
Legal opinion in form and substance satisfactory to the Lenders relating to Panama law issues.
(e)
Any such other favourable legal opinions in form and substance satisfactory to the Lenders from lawyers appointed by the Agent on matters concerning a relevant jurisdiction.
SCHEDULE 2     
AMENDED AND RESTATED FACILITY AGREEMENT


#5700341/1    3 (3)

Exhibit 10.5 - Part II
EXECUTION VERSION

USD 420,000,000
TERM LOAN AND REVOLVING CREDIT FACILITIES AGREEMENT ORIGINALLY DATED 28 DECEMBER 2012
as previously amended pursuant to amendment agreements dated 28 February 2014, 31 October 2014 and 29 December 2014, respectively
as further amended and restated as of the Effective Time
for
Seadrill Polaris Ltd. (previously SFL West Polaris Limited)
as Borrower

Seadrill Limited
as Parent

with

the companies named herein  
as Guarantors

provided by

the banks and financial institutions named herein  
as Lenders

with

DNB Bank ASA and Nordea Bank AB, London Branch  
as Bookrunners

and

The banks and financial institutions named herein  
as Mandated Lead Arrangers

and

DNB Bank ASA  
as Agent

 
www.bahr.no
 

#    1 (1)


Exhibit 10.5 - Part II
EXECUTION VERSION




CONTENTS
Clause
Page
1. DEFINITIONS AND INTERPRETATION     4
2. THE FACILITIES    24
3. PURPOSE    25
4. CONDITIONS PRECEDENT    26
5. UTILISATION    27
6. REPAYMENT AND REDUCTIONS    28
7. VOLUNTARY PREPAYMENT AND CANCELLATION    28
8. MANDATORY PREPAYMENT AND CANCELLATION    30
9. INTEREST    32
10. INTEREST PERIODS    33
11. CHANGES TO THE CALCULATION OF INTEREST    34
12. FEES    35
13. TAX GROSS-UP AND INDEMNITIES    35
14. INCREASED COSTS    38
15. OTHER INDEMNITIES    39
16. MITIGATION BY THE LENDERS    40
17. COSTS AND EXPENSES    41
18. GUARANTEE AND INDEMNITY    42
19. SECURITY    46
20. REPRESENTATIONS AND WARRANTIES    47
21. INFORMATION UNDERTAKINGS    52
22. FINANCIAL COVENANTS    55
23. GENERAL UNDERTAKINGS    56
24. DRILLING UNIT COVENANTS    62
25. EVENTS OF DEFAULT    67
26. CHANGES TO THE PARTIES    70
27. HEDGING AGREEMENTS    74
28. ROLE OF THE AGENT    75
29. SHARING AMONG THE FINANCE PARTIES    80
30. PAYMENT MECHANICS    82
31. SET-OFF    84
32. NOTICES    84
33. CALCULATIONS    86
34. MISCELLANEOUS    86
35. GOVERNING LAW AND ENFORCEMENT    88




#    2 (2)


Exhibit 10.5 - Part II
EXECUTION VERSION

Schedule 1 Lenders and Commitments
Schedule 2 Borrower and Guarantors
Schedule 3 The Drilling Unit
Schedule 4 Conditions Precedent
Schedule 5 Form of Requests
Schedule 6 Form of Compliance Certificate
Schedule 7 Form of Transfer Certificate
Schedule 8 Repayments
Schedule 9 Corporate Structure


#    3 (3)


Exhibit 10.5 - Part II
EXECUTION VERSION

THIS AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT FACILITITES AGREEMENT (THIS “AGREEMENT”) IS EFFECTIVE AS OF THE EFFECTIVE TIME, AND MADE BETWEEN:
(1)
Seadrill Limited , of Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM08, Bermuda, organisation number 36832, as parent and guarantor (the “ Parent ” and/or a “ Guarantor ”);
(2)
Seadrill Polaris Ltd., (previously SFL West Polaris Limited) of Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM08, Bermuda, organisation number 41813, as borrower ( the “Borrower” ) ;
(3)
The companies listed as guarantors in Schedule 2 (as amended from time to time) ( Borrower and Guarantors ) hereto as joint and several guarantors (each a “ Guarantor ”, together with the Parent, the “ Guarantors ”);
(4)
The bank and financial institutions listed as mandated lead arrangers in Schedule 1 ( Lenders and Commitments ) as original mandated lead arrangers ( the “Mandated Lead Arrangers” ) ;
(5)
The banks and financial institutions listed as Lenders in Schedule 1 ( Lenders and Commitments ) hereto, as the original lenders (each a “ Lender” together, the “ Lenders ”);
(6)
Deutsche Bank AG and Nordea Bank Finland Plc. as hedge counterparties ( the “Hedge Counterparties”) ;
(7)
DNB Bank ASA and Nordea Bank AB, London Branch as bookrunners (the “ Bookrunners ”); and
(8)
DNB Bank ASA of Dronning Eufemias gate 30, 0191 Oslo, Norway as agent (the “ Agent ”).
IT IS AGREED AS FOLLOWS

#    4 (4)


Exhibit 10.5 - Part II
EXECUTION VERSION

DEFINITIONS AND INTERPRETATION
Definitions
In this Agreement, unless the context otherwise requires:
Account Charge ” means the charge over account, collateral to this Agreement for the first priority perfected charge of the Earnings Account, as described in Clause 23.14 (Earnings Account) , to be made between the Borrower and any Intra-Group Charterer, and the Agent (on behalf of the Finance Parties) as security for the Obligors’ obligations under the Finance Documents, in form and substance satisfactory to the Agent (on behalf of the Finance Parties).
Accounting Principles ” means, for the Group, generally accepted accounting principles in the United States of America (US GAAP), IFRS or other generally accepted accounting principles in the jurisdiction of incorporation of that Obligor or its Subsidiaries.
Affiliate ” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
Agreement ” means this senior secured term loan and revolving credit facilities agreement, as it may be amended, supplemented and varied from time to time, including its Schedules and any Transfer Certificate.
Amendment and Restatement Agreement ” means an amendment and restatement agreement to this Agreement, dated ______ June 2015.
Applicable Margin ” means 2.25 per cent per annum.
Approved Brokers ” means each of Clarkson Valuations Limited, Fearnleys and IHS or such other reputable and independent consultancy or ship broker firm approved by the Agent, such consent not to be unreasonably withheld or delayed.
Assignment of Earnings ” means each assignment agreement, collateral to this Agreement for the first priority perfected assignment of the Earnings , to be made between the Borrower and any Intra-Group Charterer and the Agent (on behalf of the Finance Parties) as security for the Obligors’ obligations under the Finance Documents, in form and substance satisfactory to the Agent (on behalf of the Finance Parties).
Assignment of Insurances ” means each assignment agreement collateral to this Agreement for the first priority perfected assignment of the Insurances to be made between the Borrower and the Agent (on behalf of the Finance Parties) as security for the Obligors’ obligations under the Finance Documents, in form and substance satisfactory to the Agent (on behalf of the Finance Parties).
Auditors ” means reputable and internationally recognised accountancy firms acceptable to the Required Majority such as PriceWaterhouseCoopers, Deloitte Touche Tohmatsu, EY, and KPMG or such other firm approved in advance by the Required Majority (such approval not to be unreasonably withheld or delayed).
Authorisation ” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
Availability Period ” means:
8(a)
for the Term Loan Facility the period from and including the Closing Date to and including 31 January 2013; and

#    5 (5)


Exhibit 10.5 - Part II
EXECUTION VERSION

8(b)
for the Revolving Facility the period from and including the Closing Date to and including the date falling 3 months prior to the Final Maturity Date.
Available Commitment ” means a Lender’s Commitment less:
9(a)
the amount of its participation in any outstanding Loans; and
9(b)
when calculating the Available Commitments for the purpose of Clause 5.2(b) in relation to any proposed Loan, the amount of its participation in the Loan that is due to be made on or before the proposed Utilisation Date,
other than, when calculating the Available Commitments for the purpose of Clause 5.2(b) in relation to any proposed Loan under the Revolving Facility only, that Lender’s participation in any Revolving Facility Loan that is due to be repaid or prepaid on or before the proposed Utilisation Date.
AWV ” means the German foreign trade ordinance called Aubenwirtschaftsverordnung.
Base Case Model ” means the financial model and statements including profit and loss, balance sheet and cash flow projections reflecting the forecasted consolidated financial conditions of the Group for at least five (5) years following the date of this Agreement, prepared and approved by an authorised officer of the Parent or Seadrill Management Ltd., each in form and substance satisfactory to the Agent addressed to, and/or capable of being relied upon by the Finance Parties.
Break Costs ” means the amount (if any) by which:
13(a)
the interest (excluding the Applicable Margin) which a Lender should have received for the period from the date of receipt of all or part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum been paid on the last day of that Interest Period; exceeds
13(b)
the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the relevant interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period
as further described in Clause 11.3( Break Costs ).
Business Day ” means a day (other than a Saturday or a Sunday) on which banks are open for business in Oslo, London, New York, Frankfurt, Hamburg, Paris and Stockholm (or any other relevant place of payment under Clause 30 ( Payment mechanics )).
Cash ” means:
15(a)
cash in hand legally and beneficially owned by a member of the Group; and
15(b)
cash deposits legally and beneficially owned by a member of the Group and which are deposited with (i) a Mandated Lead Arranger (ii) any other deposit taking institution having a rating of at least A from Standard & Poor’s Ratings Group or the equivalent with any other principal credit rating agency in the United States of America or Europe or (iii) any other bank or financial institution approved by the Agent which in each case:
15(i)
is free from any Security Interest, other than pursuant to the Security Documents;

#    6 (6)


Exhibit 10.5 - Part II
EXECUTION VERSION

15(ii)
is otherwise at the free and unrestricted disposal of the relevant member of the Group by which it is owned; and
15(iii)
in the case of cash in hand or cash deposits held by a member of the Group other than the Parent, is (in the opinion of the Agent, upon such documents and evidence as the Agent may require the Parent to provide in order to form the basis of such opinion) capable or, upon the occurrence of an Event of Default under this Agreement, would become capable of being paid without restriction to the Parent within five (5) Business Days of its request or demand therefore either by way of a dividend or by way of a repayment of principal (or the payment of interest thereon) in respect of an intercompany loan from the Parent to that Subsidiary.
“Cash Distributions from Investments” means aggregate cash received by the Parent, by way of dividends, in respect of its ownership interests in companies which the Parent does not control, but over which it exerts significant influence, as set out in the Compliance Certificate. For the purposes of this definition, the terms “control” and “significant influence” shall have the meanings attributed to such terms under Accounting Principles.
Cash Equivalent ” means at any time:
17(a)
any investment in marketable debt obligations issued or guaranteed by (i) a government or (ii) an instrumentality or agency of a government and in respect of (i) and (ii) having a credit rating of either A-1 or higher by Standard & Poor’s Rating Group Services or the equivalent with any other principal credit rating agency in the United States of America or Europe, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;
17(b)
commercial paper (debt obligations) not convertible or exchangeable to any other security;
17(i)
for which a recognised trading market exists;
17(ii)
issued by an issuer incorporated in the United States of America, the United Kingdom, and Norway;
17(iii)
which matures within one year after the relevant date of calculation; and
17(iv)
which has a credit rating of at least A-1 or higher by Standard & Poor’s Rating Group Services or the equivalent with any other principal credit rating agency in the United States of America or Europe;
17(c)
any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor’s Rating Group Services or the equivalent with any other principal credit rating agency in the United States of America or Europe, (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (b) above and (iii) can be turned into cash on not more than 5 days’ notice; or
17(d)
any other debt security approved by the Agent (on behalf of the Required Majority),
in each case, to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security Interest.
Cash Flow Projections ” means,

#    7 (7)


Exhibit 10.5 - Part II
EXECUTION VERSION

19(a)
the Base Case Model in agreed form to be delivered by the Parent to the Agent pursuant to Clause 4.1 ( Initial Conditions Precedent ); and
19(b)
any cash flow projections based on the Base Case Model delivered by the Parent to the Agent pursuant to and for such period as described in Clause 21.1 ( Financial statements ).
in form and substance satisfactory to the Agent.
Charter Contracts ” means the charter contract(s) for the employment of the Drilling Unit listed in Schedule 3 ( The Drilling Unit) .
Closing Date” means 28 December 2012 (the date on which this Agreement was originally entered into).
Code” means the US Internal Revenue Code of 1986.
Commitment (s)” means:
24(a)
in relation to a Lender, the amount set opposite its name under the heading “Commitments” in Schedule 1 ( Lenders and Commitments ) and the amount of any other Commitment transferred to it pursuant to Clause 26.2 ( Assignments and transfers by the Lenders ); and
24(b)
in relation to any New Lender, the amount of any Commitment transferred to it pursuant to Clause 26.2 ( Assignments and transfers by the Lenders ),
to the extent not cancelled, reduced or transferred by it under this Agreement.
Compliance Certificate ” means a certificate substantially in the form as set out in Schedule 6 ( Form of Compliance Certificate ) and delivered pursuant to Clause 21.2 ( Compliance Certificate ).
Contract Memo” means a memo describing the time charter arrangement relating to the Drilling Unit and summarising the terms thereof, to be provided by the law firm BA-HR DA or other reputable law firm appointed by the Agent and agreed by the Borrower.
Current Assets ” means, on any date, the aggregate value of the assets of the Group (on a consolidated basis), which are treated as current assets in accordance with Accounting Principles but excluding USD one hundred and fifty million (150,000,000) and for the purpose of calculating the Current Ratio, up to twenty per cent (20%) of shares in listed companies owned twenty per cent (20%) or more by any members of the Group shall also be treated as Current Assets based on the average market price during the calendar month prior to any determination of Current Assets.
Current Liabilities ” means, on any date, the aggregate amount of all liabilities of the Group which are treated as current liabilities in accordance with Accounting Principles, but excluding the current portion of the Group’s (on a consolidated basis) long term debt.
Current Ratio ” means the ratio of Current Assets to Current Liabilities.
Default ” means an Event of Default or any event or circumstance specified in Clause 25 ( Events of Default ) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.
Defaulting Lender” means any Lender:

#    8 (8)


Exhibit 10.5 - Part II
EXECUTION VERSION

(a)
which has failed to make its participation in the Loan available (or has notified the Agent or the Parent (which has notified the Agent) that it will not make its participation in the Loan available by the Utilisation Date of the Loan in accordance with Clause 5.4 ( Lenders' Participation );
(b)
which has otherwise rescinded or repudiated a Finance Document; or
(c)
with respect to which insolvency proceedings, winding up, or liquidation     has occurred and is continuing
unless, in the case of paragraph (a) above:
(i)
its failure to pay, is caused by:
(A)
administrative or technical error; or
(B)
a Disruption Event; and
payment is made within 5 Business Days of its due date; or
(ii)
the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.
Disruption Event ” means either or both of:
(a)
a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or
(b)
the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:
(i)
from performing its payment obligations under the Finance Documents; or
(ii)
from communicating with other Parties in accordance with the terms of the Finance Documents,
and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
Drilling Unit ” means the ultra-deepwater drillship “West Polaris”, with IMO no. 9372535, built in 2008 at Samsung Heavy Industries, as further described in Schedule 3 ( the Drilling Unit ).
Earnings ” means all moneys whatsoever which are now, or later become, payable (actually or contingently) to any Obligor and which arise out of the use of or operation of the Drilling Unit, including (but not limited to):
34(a)
all freight, hire and passage moneys payable to an Obligor, including (without limitation) payments of any nature under any charter or agreement for the employment, use, possession, management and/or operation of the Drilling Unit;

#    9 (9)


Exhibit 10.5 - Part II
EXECUTION VERSION

34(b)
any claim under any guarantees related to freight and hire payable to an Obligor as a consequence of the operation of the Drilling Unit;
34(c)
compensation payable to an Obligor in the event of any requisition of the Drilling Unit or for the use of the Drilling Unit by any government authority or other competent authority;
34(d)
remuneration for salvage, towage and other services performed by the Drilling Unit payable to an Obligor;
34(e)
demurrage, detention and retention money receivable by an Obligor in relation to the Drilling Unit;
34(f)
all moneys which are at any time payable under the Insurances in respect of loss of earnings;
34(g)
all present and future moneys and claims payable to an Obligor in respect of any breach or variation of any charterparty or contract of affreightment in respect of the Drilling Unit;
34(h)
if and whenever the Drilling Unit is employed on terms whereby any moneys falling within paragraphs a) to f) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Drilling Unit; and
34(i)
any other money whatsoever due or to become due to an Obligor from third parties in relation to the Drilling Unit, or otherwise,
provided however that income related to service contracts which only fulfil a local requirement in certain jurisdictions and which generate immaterial net profits in the context of the Facility shall not be included.
Earnings Account” means the bank accounts of the Borrower and any Intra-Group Charterer from time to time to which any Earnings (including any proceeds of the Insurances) are paid, which shall be held with the Agent, Danske Bank, Norway, or any other bank acceptable to the Agent.
EBITDA ” means (i) the earnings before interest expenses, taxes, depreciation and amortization of the Group on a consolidated basis, and (ii) the Cash Distributions from Investments, each for the previous period of twelve (12) months as such term is defined in accordance with Accounting Principles consistently applied. However, in the event the Parent or a member of the Group acquires rigs or rig owning entities with historical EBITDA available for the rigs’ previous ownership, such EBITDA shall be included for covenant purposes in this Agreement, and if necessary, be annualized to represent a twelve (12) months historical EBITDA. In the event the Parent or a member of the Group acquires rigs or rig owning companies without historical EBITDA available, the Parent is entitled to base a twelve (12) month historical EBITDA calculation on future projected EBITDA only subject to any such new rig having (i) a firm charter contract in place at the time of delivery of the rig with a duration of minimum 12 months and (ii) a firm charter contract in place at the time of such EBITDA calculation, provided the Parent provides the Agent with a detailed calculation of the future projected EBITDA. Further, it is agreed that EBITDA shall include any realized gains and/or losses in respect of the disposal of rigs or the disposal of shares in rig owning companies.
Effective Time ” means the time when the Agent has confirmed that it has received all conditions precedent to be delivered pursuant to the Amendment and Restatement Agreement, being __________ May 2015.

#    10 (10)


Exhibit 10.5 - Part II
EXECUTION VERSION

Environmental Approval ” means any permit, licence, consent, approval and other authorisations and the filing of any notification, report or assessment required under any Environmental Law for the operation of the Drilling Unit and for the operation of the business of any member of the Group.
Environmental Claim ” means any claim, proceeding, formal notice or investigation by any party in respect of any Environmental Law or Environmental Approval.
Environmental Law ” means any applicable law or regulation which relates to:
40(a)
the pollution or protection of the environment;
40(b)
harm to or the protection of human health;
40(c)
the conditions of the workplace; or
40(d)
any emission or substance capable of causing harm to any living organism or the environment.
Equity ” means, on any date, the Group’s (on a consolidated basis) nominal book value of equity treated as equity in accordance with Accounting Principles adjusted for the difference between the Market Value and book value for all drilling units only if the units are consolidated into the Parent's audited consolidated financial statements.
Equity Ratio ” means the ratio of Equity to Total Assets.
Event of Default ” means any event or circumstance specified as such in Clause 25 ( Events of Default ).
Exchange ” means the Oslo Stock Exchange and/or the New York Stock Exchange.
“Existing indebtedness” means a term loan facility in the total amount of USD 700,000,000 dated 1 July 2008 as subsequently amended and made between the Borrower as borrower, Ship Finance International Limited as guarantor, the lenders listed in Schedule 1 therein as lenders, Nordea Bank Norge ASA and DNB Bank ASA as bookrunners and Nordea Bank Norge ASA as agent.
Facilities ” means the senior secured credit facilities, divided into the Term Loan Facility and the Revolving Facility, as further described in Clause 2 ( The Facilities ).
FATCA” means:
sections 1471 to 1474 of the Code or any associated regulations or other official guidance;
any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or
any agreement pursuant to the implementation of paragraphs (a) or (b) above with the United States of America Internal Revenue Service, the United States of America's government or any governmental or taxation authority in any other jurisdiction.
FATCA Application Date” means:
in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the United States of America), 1 July 2014;

#    11 (11)


Exhibit 10.5 - Part II
EXECUTION VERSION

in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the United States of America), 1 January 2017; or
in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,
or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.
FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.
FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.
FATCA Payment” means either:
the increase in a payment made by an Obligor to a Finance Party under Clause 13.5 ( FATCA Deduction and gross-up by Obligor ) or paragraph (b) of Clause 13.6 ( FATCA Deduction by Finance Party ); or
a payment under paragraph (d) of Clause 13.6 ( FATCA Deduction by Finance Party ).
Fee Letters ” means any letters entered into by reference to any of the Finance Documents in relation to any fees.
Final Maturity Date ” means the date falling 5 years from the First Utilisation Date, however in no event later than 31 January 2018.
Finance Documents ” means this Agreement, any Compliance Certificate, any Fee Letters, any Utilisation Request, any Selection Notice, any Secured Hedging Agreements, the Security Documents and any other document (whether creating a Security Interest or not) which is executed at any time by any of the Obligors as security for, or to establish any form of subordination to the Finance Parties under this Agreement or any of the other documents referred to herein or therein and any such other document designated as a “Finance Document” by the Agent and the Parent.
Finance Lease ” means a lease or charterparty which (i) would be classified as a finance lease in accordance with the Accounting Principles of an Obligor or (ii) is required to be classified and accounted for as a liability or asset on the face of the Group’s consolidated balance sheet in accordance with Accounting Principles.
Finance Party ” means each of the Agent, Coordinator, the Hedge Counterparty in respect of Secured Hedging Agreements and the Lenders.
Financial Indebtedness ” means any of the following (whether or not the same are required to be classified and accounted for as a liability on the face of the Group’s consolidated balance sheet in accordance with Accounting Principles):
58(a)
moneys borrowed and debit balances at banks or other financial institutions;
58(b)
any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

#    12 (12)


Exhibit 10.5 - Part II
EXECUTION VERSION

58(c)
any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
58(d)
the amount of any liability in respect of Finance Leases;
58(e)
receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
58(f)
any derivative transaction (and, when calculating the value of that transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that transaction, that amount) shall be taken into account);
58(g)
any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of any entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition;
58(h)
any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) before the Final Maturity Date or are otherwise classified as borrowings under the Accounting Principles;
58(i)
any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 30 days after the date of supply;
58(j)
any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and
58(k)
the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above
but shall not include any borrowings or other such liabilities owed by any member of the Group to another member of the Group as permitted pursuant to the terms of this Agreement.
Financial Support ” means loans, guarantees, credits, indemnities or other form of financial support.
First Utilisation Date ” means the date, on which the first Utilisation under the Agreement actually occurs, not to be later than the expiry of the Availability Period applicable to the Term Loan Facility.
Group ” means the Parent and its Subsidiaries from time to time.
Guarantees ” means the guarantee(s) and indemnity(-ies) provided by the Guarantors pursuant to Clause 18 ( Guarantee and Indemnity ).
Guarantee Obligations ” means the obligations of each Guarantor pursuant to Clause 18 ( Guarantee and Indemnity ).
Guarantor(s) ” means the Parent and any Intra-Group Charterer who accedes to this Agreement pursuant to Clause 23.27 ( Accession by any Intra-Group Charterer ) after the date of this Agreement.

#    13 (13)


Exhibit 10.5 - Part II
EXECUTION VERSION

Hedge Counterparty ” means the Agent, any of the Mandated Lead Arrangers, Deutsche Bank AG and Nordea Bank Finland Plc.
Hedging Agreement ” means any interest swap agreement (with schedules and confirmation) that may be made between any of the Hedge Counterparties and the Borrower, for the purpose of hedging the Borrower’s exposure to interest fluctuation under this Agreement.
Holding Company ” means a company which is defined as the parent company following the principles of the Norwegian Public Companies Act of 1997 No. 45 § 1-3.
Insurance Report” means an insurance report in form satisfactory to the Agent in respect of the Insurances confirming that such Insurances are placed with such insurers, insurance companies and/or clubs in such amounts, against such risks and to comply with the requirements under Clause 24.3 ( Insurance ) prepared by Marsh Maritime Advisory, or such other reputable insurance advisor approved by the Agent and the Borrower.
Insurances ” means all the insurance policies and contracts of insurance including (without limitation) those entered into in order to comply with the terms of Clause 24.3 ( Insurance ) which are from time to time in place or taken out or entered into by or for the benefit of the Obligors (whether in the sole name of the Obligors or in the joint names of the Obligors and any other person) in respect of the Drilling Unit or otherwise in connection with the Drilling Unit and all benefits thereunder (including claims of whatsoever nature and return of premiums).
Interpolated Screen Rate ” means, in relation to LIBOR for the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:
(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and
(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,
each as of 11.00 a.m. (London time) on the second Business Day prior to the relevant Interest Period for the offering of deposits in USD and for a period comparable to the Interest Period for that Loan or other sum, and if any such rate is below zero, LIBOR will be deemed to be zero.
Interest Cover Ratio ” means the ratio of the Group’s consolidated EBITDA to interest expenses for the previous period of twelve (12) months.
Interest Payment Date ” means the last day of each Interest Period.
Interest Period ” means, in relation to a Loan, each of the successive periods determined in accordance with Clause 10.1 ( Selection of Interest Periods ), and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 ( Default interest ).
Intra-Group Charterer ” means any Subsidiary of the Parent which may be appointed by the Borrower and/ or the Parent as Intra-Group Charterer of the Drilling Unit.
Intra-Group Charterparty ” means any intra-group charterparty entered into or to be entered into between the Borrower and any Intra-Group Charterer after the date of this Agreement.

#    14 (14)


Exhibit 10.5 - Part II
EXECUTION VERSION

ISM Code ” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention.
ISPS Code ” means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s (IMO) Diplomatic Conference of December 2002.
Lenders ” means the lenders and financial institutions listed in Schedule 1 ( Lenders and Commitments ), and any New Lender, which in each case has not ceased to be a Party in accordance with the terms of this Agreement.
Leverage Ratio ” means the Net Funded Debt divided by EBITDA.
LIBOR ” means, in relation to a Loan:
84(a)
the applicable Screen Rate; or
84(b)
(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for the Loan; or
84(c)
If:
84(i)
no Screen Rate is available for the currency of the Loan; or
84(ii)
no Screen Rate is available for the Interest Period of the Loan and it is not possible to calculate an Interpolated Screen Rate for the Loan,
the Reference Bank Rate,     
as of in the case of paragraph (a) and (c) above, 11.00 a.m. (London time) on the second Business Day prior to the relevant Interest Period for the offering of deposits in USD and for a period comparable to the Interest Period for that Loan or other sum, and if any such rate is below zero, LIBOR will be deemed to be zero.
Loan(s )” means the aggregate principal amount of the Facilities outstanding under this Agreement from time to time or a Utilisation made or to be made under the Facility.
Market Value ” means the fair market value the Drilling Unit, being the average of valuations of the Drilling Unit obtained from two (2) of the Approved Brokers (elected by the Borrower), with or without physical inspection of the Drilling Unit (as the Agent may require) on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing buyer and a willing seller, on an “as is, where is” basis, free of any existing contract of employment and/or similar arrangement.
Material Adverse Effect ” means a material adverse effect on:
88(a)
the financial condition, assets, business or operation of any Obligor or the Group as a whole;
88(b)
the ability of any of the Obligors or the Group as a whole to perform any of their obligations under the Finance Documents; or
88(c)
the validity or enforceability of, or the effectiveness or ranking of any security granted or purporting to be granted pursuant to any of the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

#    15 (15)


Exhibit 10.5 - Part II
EXECUTION VERSION

Material Subsidiary ” shall mean i) any Subsidiary of the Parent owning a drilling unit or ii) Seadrill Partners.
“Maturing Revolving Facility Loan” has the meaning ascribed to such term pursuant to Clause 6.2 ( Repayment and roll-over of Revolving Facility Loans ).
Minimum Liquidity ” means, as at any date, the aggregate amount of the Group’s (consolidated) Cash and the portion of the Available Commitment, which is available for Utilisation pursuant to Clause 5 ( Utilisation ) at that date as certified to the Agent by the Chief Financial Officer of the Parent.
Mortgages ” means the first priority perfected mortgage and any deed of covenants collateral thereto, to be executed by the Borrower against the Drilling Unit in a Ship Registry in favour of the Agent (on behalf of the Finance Parties) as security for the Obligors’ obligations under the Finance Documents, in form and substance satisfactory to the Agent (on behalf of the Finance Parties), to cover an amount of up to USD 504,000,000 (to the extent any limitation is required).
Net Funded Debt ” means on a consolidated basis for the Group all interest-bearing debt (for the avoidance of doubt including guarantees for such debt but avoiding double counting) less Cash and Cash Equivalents but excluding USD one hundred and fifty million (150,000,000).
New Lender ” has the meaning set out in Clause 26 ( Changes to the Parties ).
New Revolving Facility Loan ” has the meaning ascribed to such term pursuant to Clause 6.2 ( Repayment and roll-over of Revolving Facility Loans ).
Obligors ” means the Borrower and the Guarantors and an Obligor means any of them.
Operating Agreement ” means the Amended and Restated Operating Agreement dated 21 July 2014 of Seadrill Partners, entered into by Seadrill Member and the Parent, as amended from time to time in accordance with this Agreement.
Original Financial Statements ” means (i) the audited consolidated financial statements of the Parent for the financial period ending on 31 December 2013 and (ii) detailed projected consolidated financial statements of the Parent and its subsidiaries for the five (5) fiscal years from and including the fiscal year of the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of the Parent and its subsidiaries and (y) be prepared and approved by an authorized officer of the Parent.
Party ” means a party to this Agreement (including its successors and permitted transferees).
Permitted Encumbrances ” means in respect of the Drilling Unit:
100(a)
liens for current crews’ wages and salvage;
100(b)
any ship repairer’s or outfitter’s possessory lien arising by operation of law and not exceeding USD 5,000,000;
100(c)
any other liens incurred in the ordinary course of operating the Drilling Unit, up to the date of the first Utilisation;
100(d)
liens created pursuant to the Security Documents; and

#    16 (16)


Exhibit 10.5 - Part II
EXECUTION VERSION

100(e)
any lien arising by operation of law or in the ordinary course of trading of the Drilling Unit which are not more than 30 days overdue or are being contested in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided), so long as any such proceedings or the continued existence of such lien do not involve any likelihood of the sale, forfeiture or loss of, or of any interest in, the Drilling Unit.
Quarter Date ” means 31 March, 30 June, 30 September and 31 December.
Quotation Day ” means the day occurring two (2) Business Days prior to the commencement of an Interest Period, unless market practice differs, in which case the Quotation Day for USD will be determined by the Agent in accordance with market practice (and if quotations would normally be given by leading banks in the market on more than one day, the Quotation Day will be the last of those days).
Quiet Enjoyment Letter ” means a letter agreement between the Agent (on behalf of the Finance Parties) and the relevant end-user of a Drilling Unit, to be entered into, if it is required by the relevant end-user pursuant to the relevant drilling contract, regulating the enforcement of a Mortgage on terms acceptable to the Agent (on behalf of the Finance Parties).
Reference Banks ” means the Agent and a minimum of two other banks or financial institutions agreed between the Borrower and the Lenders.
Reference Bank Rate ” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in the currency of the Loan for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.
“Reinstated Leverage Ratio Covenant” means the re-instatement of the requirement for the Leverage Ratio to be 4,5:1, such date to occur on the earlier of i) January 2017, and ii) when the Borrower confirms to the Agent that the Leverage Ratio shall again be required to not exceed 4,5:1.
Required Majority ” means the Lenders having the aggregate outstanding principal amounts and Available Commitments in excess of sixty six and two thirds per cent (66-2/3%).
Restricted Party ” means a person that (i) is listed on any Sanctions List, (ii) is domiciled, registered as located or has its main place of business in, or is incorporated under the laws of, a Sanctioned Country, (iii) is directly or indirectly owned more than 50 per cent by or controlled by a person referred to in (i) and/or (ii) above.
Revolving Facility ” means the Revolving Facility made available under this Agreement as described in Clause 2.1 ( The Facilities ).
Revolving Facility Advance ” means the principal amount of each borrowing by the Borrower under this Agreement of a portion of the Revolving Facility Commitment.
Revolving Facility Commitment ” means USD 100,000,000, as that amount may be reduced, cancelled or terminated in accordance with this Agreement.
Revolving Facility Loan ” means the principal aggregate amount of the Revolving Facility Advances for the time being outstanding under this Agreement.
Sanctioned Country ” means:

#    17 (17)


Exhibit 10.5 - Part II
EXECUTION VERSION

113(a)
at the date of this Agreement, Iran, Sudan, Cuba, North-Korea, Syria and Burma (Myanmar); and
113(b)
any country or territory to the extent that it is or becomes the subject of Sanctions similar to those in force at the date hereof against any of the countries referred to in (a) above.
Sanctions ” means the economic sanctions laws and/or regulations imposed by any Sanctions Authority with respect to any country or person.
Sanctions Authority ” means the Norwegian State, the United Nations, the European Union, the United Kingdom, the United States of America and any authority acting on behalf of any of them in connection with Sanctions.
Sanctions List ” means any list of persons or entities subject to Sanctions published in connection with Sanctions by or on behalf of any Sanctions Authority.
Screen Rate ” means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the currency of the Loan for the relevant period displayed on page LIBOR01 or LIBOR02 of the Reuters Screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.
Seadrill Member ” means Seadrill Member LLC, a limited liability company, being a partly owned Subsidiary of the Parent, incorporated under the laws of the Republic of the Marshall Islands with registration number 962166.
“Seadrill Operating” means Seadrill Operating LP, a limited liability company being a partly owned subsidiary of the Parent, incorporated under the laws of the Republic of the Marshall Islands with registration number 950049.
“Seadrill Partners” means Seadrill Partners LLC, a limited liability company being a partly owned Subsidiary of the Parent, incorporated under the laws of the Republic of the Marshall Islands with registration number 962166.
Seadrill Partners Guarantee ” means a guarantee provided by Seadrill Partners in favour of the Finance Parties, whereby Seadrill Partners guarantees for all obligations of the Obligors under the Finance Documents.
Secured Hedging Agreement ” means any Hedging Agreement secured by the Security Documents as required by the relevant Hedge Counterparty.
Security Documents ” means all or any security documents as may be entered into from time to time pursuant to Clause 19 ( Security ) all to be in form and substance satisfactory to the Agent (on behalf of the Finance Parties).
Security Interest ” means any mortgage, charge (whether fixed or floating), encumbrance, pledge, lien, assignment by way of security, finance lease, sale and repurchase or sale and leaseback arrangement, sale of receivables on a recourse basis or other security interest or any other agreement or arrangement having the effect of conferring security.

#    18 (18)


Exhibit 10.5 - Part II
EXECUTION VERSION

Security Period ” means the period commencing on the date of this Agreement and ending the date on which the Agent notifies the Borrower and the other Finance Parties that:
125(a)
all amounts which have become due for payment by the Borrower or any other party under the Finance Documents have been paid;
125(b)
no amount is owing or has accrued (without yet having become due for payment) under any of the Finance Documents;
125(c)
the Borrower has no future or contingent liability under any provision of this Agreement and the other Finance Documents;
125(d)
the Agent and the Required Majority do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present or possible future proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document; and
125(e)
there are no Commitments in force.
Selection Notice ” means a notice substantially in the form set out in Schedule 5Part II ( Form of Selection Notice ), given in accordance with Clause10 ( Interest Periods ).
Share Charges ” means the first priority perfected share charges (or novation of existing share charge) to be made between Seadrill Operating LP and the Agent, over all the shares, equity interest or membership interest (as applicable) of the Borrower and any Intra-Group Charterer (provided that such Intra-Group Charterer is a single purpose company) collateral to this Agreement as security for the Obligors’ obligations under the Finance Documents in the form and substance satisfactory to the Agent on behalf of the Finance Parties.
Ship Registry ” means the ship registry of Panama, or such other ship registry as consented to by the Lenders in accordance with Clause 24.14 ( Ship Registry, name and flag ).
“Step-up Margin” means;
129(a)
if the Leverage Ratio is from 4.50:1 up to an including 4.99:1; 0.125 per cent per annum;
129(b)
if the Leverage Ratio is from 5.00:1 up to an including 5.49:1; 0.250 per cent per annum;
129(c)
if the Leverage Ratio is from 5.50:1 up to an including 6.00:1; 0,750 per cent per annum,
the Leverage Ratio to be based on the Compliance Certificate latest delivered pursuant to Clause 21.2 ( Compliance Certificate ), with the Step-up Margin to apply for the preceding financial quarter for which that Compliance Certificate relates, and be payable on the first Interest Payment Date following the Compliance Certificate latest delivered.
Subsidiary ” means an entity from time to time of which a person:
130(a)
has direct or indirect control; or
130(b)
owns directly or indirectly more than fifty per cent (50%) (votes and/or capital),

#    19 (19)


Exhibit 10.5 - Part II
EXECUTION VERSION

and for the purpose of paragraph (a), an entity shall be treated as being controlled by a person if that person is able to direct its affairs and/or control the majority composition of its board of directors or equivalent body.
Tax ” means all present and future taxes, levies, imposts, duties, charges, fees, deductions and withholdings, and any restrictions and or conditions resulting in a charge together with interest thereon and penalties in respect thereof and “taxes” and “taxation” shall be construed accordingly.
Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.
Tax on Overall Net Income ” means a Tax imposed on a Finance Party by the jurisdiction under the laws of which it is incorporated, or in which it is located or treated as resident for tax purposes, on:
133(a)
the net income, profits or gains of that Finance Party world wide; or
133(b)
such of the net income, profits or gains of that Finance Party as are considered to arise in or relate to or are taxable in that jurisdiction.
“Term Loan Facility ” means the Term Loan Facility made available under this Agreement as described in Clause 2.1 ( the Facilities ).
Term Loan ” means the principal aggregate amount of the Term Loan Advances for the time being outstanding under this Agreement.
Term Loan Advance ” means the principal amount of each borrowing by the Borrower under this Agreement of a portion of the Term Loan Commitment.
Term Loan Commitment ” means USD 320,000,000, as that amount may be reduced, cancelled or terminated in accordance with this Agreement.
Total Assets ” means on any date the Group’s (on a consolidated basis) book value of assets which are treated as assets in accordance with Accounting Principles adjusted for the difference between the Market Value and book value for all drilling units only if the units are fully consolidated into the Parent's audited consolidated financial statements.
Total Commitments ” means the aggregate of the Term Loan Commitment and the Revolving Facility Commitment, being USD 420,000,000 at the original date of this Agreement, and as further set out in Schedule 1 ( Lenders and Commitments ).
Total Loss ” means, in relation to the Drilling Unit:
140(a)
the actual, constructive, compromised, agreed, arranged or other total loss of the Drilling Unit; and/or
140(b)
any (i) expropriation or confiscation, or requisition or acquisition of the Drilling Unit, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a governmental or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to extension) or (ii) hijacking, piracy, theft, condemnation, capture, seizure, destruction, abandonment or arrest, unless for both

#    20 (20)


Exhibit 10.5 - Part II
EXECUTION VERSION

(i) and (ii) above, the Drilling Unit is within one (1) month from the Total Loss Date redelivered to the full control of the Borrower or any of the Guarantors.
Total Loss Date ” means:
141(a)
in the case of an actual total loss of the Drilling Unit, the date on which it occurred or, if that is unknown, the date when the Drilling Unit was last heard of;
141(b)
in the case of a constructive, compromised, agreed or arranged total loss of the Drilling Unit, the earlier of:
141(i)
the date on which a notice of abandonment is given to the insurers (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration panel to have occurred or, if earlier, the date falling six (6) months after notice of abandonment of such Drilling Unit was given to the insurers; and
141(ii)
the date of compromise, arrangement or agreement made by or on behalf of the Borrower with the Drilling Unit's insurers in which the insurers agree to treat the Drilling Unit as a total loss; or
141(c)
in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred.
Transfer Certificate ” means a certificate substantially in the form as set out in Schedule 7 ( Form of Transfer Certificate ) or any other form agreed between the Agent and the Borrower.
Transfer Date ” means, in respect of a Transfer (as defined in Clause 26.2 ( Assignments and transfers by Lenders )) the later of:
143(a)
the proposed Transfer Date as set out in the Transfer Certificate relating to the Transfer; and
143(b)
the date on which the Agent executes the Transfer Certificate.
Unpaid Sum ” means any sum due and payable but unpaid by the Borrower under the Finance Documents.
USD ” means the lawful currency of the United States of America.
Utilisation ” means the utilisation of a Loan.
Utilisation Date ” means the date, on which a Utilisation actually occurs.
Utilisation Request ” means a notice substantially in the form set out in Schedule 5Part I ( Form of Utilisation Request ).
VAT ” means value added tax.
Construction
In this Agreement, unless the context otherwise requires:
Clause and Schedule headings are for ease of reference only;

#    21 (21)


Exhibit 10.5 - Part II
EXECUTION VERSION

words denoting the singular number shall include the plural and vice versa;
references to Clauses and Schedules are references, respectively, to the Clauses and Schedules of this Agreement;
a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement;
references to a provision of law is a reference to that provision as it may be amended or re-enacted, and to any regulations made by the appropriate authority pursuant to such law;
the “ Agent ”, any “ Finance Party ”, any “ Lender ”, any “ Obligor ”, any “ Party ”, or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Agent, any person for the time being appointed as Agent in accordance with the Finance Documents;
references to “ control ” means the power to appoint a majority of the board of directors or to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise;
Finance Document ” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
references to “ indebtedness ” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
references to a “ person ” shall include any individual, firm, partnership, joint venture, company, corporation, trust, fund, body, corporate, unincorporated body of persons, or any state or any agency of a state or association (whether or not having separate legal personality); and
a Default (other than an Event of Default) is “ continuing ” if it has not been remedied or waived and an Event of Default is “ continuing ” if it has not been remedied or waived.
Non-applicable provisions between the Obligors and German Lenders.
To the extent a Finance Party resident in Germany (“ Inländer ”) within the meaning of Section 2 Paragraph 15 of the AWV and therefore subject to Section 7 of the AWV would not be permitted to make a representation or grant an undertaking (to be) made or (to be) granted by an Obligor with respect to sanctions under any of the Finance Documents, such Finance Party shall not, in the event of a breach by an Obligor of any such representation or undertaking be entitled to invoke or declare an Event of Default or vote for a cancellation of the Total Commitments and immediate repayment of the Loan in accordance with Clause 25.16 ( Acceleration ).
The representations and undertakings in Clauses 20.21 ( Sanctions ), 23.2 ( Compliance with laws and sanctions ) and 23.29 ( Sanctions ), and the mandatory prepayment set out in Clause 8.3 ( Sanctions ) in favour of or to any Inländer are granted only to the extent that such Finance Party would be permitted to make such representations or undertakings or carry out such prepayment pursuant to Section 7 of the AWV. As a consequence, a Finance party resident in Germany may not vote in favour of the Agent exercising any rights as set out in these Clauses if an Event of Default occurs solely as a result of misrepresentation of such representations or breach of such covenants which are not made or given for the benefit of the Finance Party resident in Germany and, for the purposes of ascertaining the Required Majority or whether any percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained in respect of such vote, such Lenders’ Commitments and/or party of the Loan will be deemed to be zero for the purposes of such vote.
THE FACILITIES
The Facilities

#    22 (22)


Exhibit 10.5 - Part II
EXECUTION VERSION

Subject to the terms of this Agreement, the Lenders make available to the Borrower, during the applicable Availability Period, the following credit facilities for Utilisation in the aggregate principal amount of up to the Total Commitments, each a “ Facility” , collectively the “ Facilities” :
a term loan facility in an amount equal to the Term Loan Commitment (the “ Term Loan Facility ”); and
a revolving credit facility in an amount equal to the Revolving Facility Commitment (the “ Revolving Facility ”).
Finance Parties’ rights and obligations
The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Finance Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from any of the Obligors shall be a separate and independent debt. A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.
Parent’s Authority
Each Obligor (other than the Parent), by its execution of this Agreement, irrevocably authorises the Parent to act on its behalf as its agent in relation to the Finance Documents and authorises:
the Parent, on its behalf, to supply all information concerning itself, its financial condition and otherwise to the Finance Parties as contemplated under this Agreement and to give all notices and instruction to be given by such Obligor under the Finance Documents, to execute, on its behalf, any Finance Document and to enter into any agreement and amendment in connection with the Finance Documents (however fundamental and notwithstanding any increase in obligations of or other effect on an Obligor) including confirmation of guarantee obligations in connection with any amendment or consent in relation to the Facility, without further reference to or the consent of such Obligor, and each Obligor shall be obliged to confirm such authority in writing upon the request of the Agent; and
each Finance Party to give any notice, demand or other communication to be given to or served on such Obligor pursuant to the Finance Documents to the Parent on its behalf, and in each such case such Obligor will be bound thereby (and shall be deemed to have given/received notice thereof) as though such Obligor itself had been given such notice and instructions, executed such agreement or received any such notice, demand or other communication.
Every act, omission, agreement, undertaking, waiver, notice or other communication given or made by the Parent under this Agreement, or in connection with this Agreement (whether or not known to any Obligor) shall be binding for all purposes on all other Obligors as if the other Obligors had expressly made, given or concurred with the same. In the event of any conflict between any notice or other communication of the Parent and any other Obligor, the choice of the Parent shall prevail.
PURPOSE
Purpose
The Borrower shall apply all amounts utilised by it under:
The Term Loan Facility, to refinance the Existing Indebtedness;
The Revolving Facility;

#    23 (23)


Exhibit 10.5 - Part II
EXECUTION VERSION

to refinance the Existing Indebtedness; and
for general corporate purposes.
Monitoring
Without prejudice to the obligations of the Borrower under this Clause 3, no Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
CONDITIONS PRECEDENT
Initial Conditions Precedent
The Borrower may only deliver a Utilisation Request once the Agent has received all the documents and other evidence listed in Schedule 4 Part I ( Initial Conditions Precedent ), in form and substance satisfactory to the Agent (acting on the instructions from the Lenders). The Agent shall notify the Obligors and the other Finance Parties promptly upon being so satisfied.
Conditions precedent for the First Utilisation Date
The Lenders will only be obliged to comply with Clause 5.4 ( Lenders’ participation ) in relation to the first Utilisation if, on or prior to the proposed Utilisation Date, the Agent has received originals or certified copies of all of the documents and other evidence listed in Schedule 4 Part II ( Conditions Precedent for the First Utilisation Date), other than the documents which the Agent (acting on the instructions from the Required Majority) has confirmed in writing may be delivered at the Utilisation Date at the latest, in form and substance satisfactory to the Agent (acting on the instructions from the Required Majority). The Agent shall notify the Obligors and the other Finance Parties promptly upon being so satisfied.
Further conditions precedent
The Lenders will only be obliged to comply with Clause 5.4 ( Lenders’ participation ) if on the date of a Utilisation Request and on the proposed Utilisation Date:
no Default is continuing or would result from the proposed Utilisation;
the representations and warranties contained in Clause 20 ( Representations and warranties ) deemed to be repeated on those dates are true and correct both before and after giving effect to the proposed Utilisation and application of funds from the Utilisation.
Waiver of conditions precedent and conditions subsequent
The conditions specified in this Clause 4 are solely for the benefit of the Finance Parties and may be waived on their behalf in whole or in part and with or without conditions by the Agent (acting on the instructions of the Required Majority unless it is a non-material matter of administrative or technical character where the Agent may act in its sole discretion), save for conditions which are comprised by Clause 34.3.2 ( Exceptions ) which will be subject to consent from all the Lenders. The Finance Parties shall be notified by the Agent of a waiver granted pursuant to this Clause 4.
UTILISATION
Delivery of a Utilisation Request
The Borrower may utilise the Facilities by delivering to the Agent a duly completed Utilisation Request no later than 11:00 hours (Oslo time) four (4) Business Days prior to the proposed Utilisation Date.
Completion of a Utilisation Request
A Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

#    24 (24)


Exhibit 10.5 - Part II
EXECUTION VERSION

it specifies to which Facility it relates;
the proposed Utilisation Date is a Business Day within the Availability Period and the amount of the proposed Term Loan Advance or the proposed Revolving Facility Advance is in a minimum amount of USD 5,000,000 and (together with the Loans outstanding) is not more than the aggregate Available Commitments of the relevant Facility;
the currency specified is USD; and
the proposed Interest Period complies with Clause 10 ( Interest Periods ).
Availability
Any amount of the Total Commitments not utilised by the expiry of the applicable Availability Period shall automatically be cancelled at close of business in Oslo on such date and the Total Commitments shall be reduced accordingly.
Only one single Utilisation, allowed to be paid in to multiple accounts, may be made under the Term Loan Facility.
Revolving Facility Loans may be incurred on a revolving basis, however, no more than three (3) Utilisation Requests may be made in respect of the Revolving Facility per calendar year.
Lenders’ participation
Upon receipt of a Utilisation Request, the Agent shall notify each Lender of the details of the requested Loan and the amount of each Lender’s participation in the relevant Loan. If the conditions set out in this Agreement have been met, each Lender shall, no later than 11:00 hours (Oslo time) on the relevant Utilisation Date make available to the Agent for the account of the relevant Borrower an amount equal to its participation in the Loan to be advanced pursuant to the relevant Utilisation Request.
Right of cancellation in relation to a Defaulting Lender
(a)
If any Lender becomes a Defaulting Lender, the Parent may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 10 Business Days' notice of cancellation of the Available Commitment of that Lender.
(b)
On the notice referred to in paragraph (a) above becoming effective, the Available Commitment of the Defaulting Lender shall immediately be reduced to zero.
(c)
The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.
REPAYMENT AND REDUCTIONS
Scheduled Repayments of the Term Loan Facility
The Borrower shall repay the Term Loan Facility by fifty-nine (59) consecutive monthly repayments as set out in Schedule 8 ( Repayments ) and the first repayment shall occur one (1) month after the First Utilisation Date.
Repayment and roll-over of Revolving Facility Loans
The Borrower shall repay each Revolving Facility Loan in full on the last day of its Interest Period, however so that where a Revolving Facility Loan (the “ New Revolving Facility Loan ”) is, subject to and in accordance with the other terms of this Agreement, to be made on a day which another Revolving Facility Loan (the “ Maturing Revolving Facility Loan ”) is due to be repaid, then:

#    25 (25)


Exhibit 10.5 - Part II
EXECUTION VERSION

the Maturing Revolving Facility Loan shall be deemed to be repaid on the last day of its Interest Period to the extent that the amount of the New Revolving Facility Loan is equal to or greater than the amount of the Maturing Revolving Facility Loan; and
to that extent, the amount of the New Revolving Facility Loan shall be deemed to have been credited to the account of the Borrower, and the Lenders shall only be obliged to make available an amount equal to the amount by which amount the New Revolving Facility Loan exceeds the Maturing Revolving Facility Loan.
If the Borrower has not delivered a Utilisation Request in respect of a Maturing Revolving Facility Loan in accordance with Clause 5.1 ( Delivery of a Utilisation Request ), the Maturing Revolving Facility Loan shall, subject to the other provisions of this Agreement, be automatically rolled over with an Interest Period of three (3) months provided that the conditions set out in Clause 4.3 ( Further conditions precedent ) are fulfilled in the reasonable opinion of the Required Majority.
For the avoidance of doubt, the above automatic rollover mechanism requires the Borrower to deliver a Utilisation Request in the amount of USD 0, within 11.00 (Oslo time) three (3) Business Days prior to the relevant rollover date, if no automatic rollover is to take place.
Final repayment
On the Final Maturity Date the Borrower shall repay all Loans and all other outstanding amounts under the Facilities in full, together with all other sums due and outstanding under the Finance Documents at such date (if any).
VOLUNTARY PREPAYMENT AND CANCELLATION
Voluntary prepayment
Subject to Clause 7.3.6 ( Application ) below the Borrower may, by giving the Agent not less than three (3) Business Days’ prior written notice, prepay the whole or any part of the Facilities (but if in part, in a minimum amount of USD five million (5,000,000) or in integral multiples of USD five million (5,000,000), or such lesser amount as is acceptable to the Agent).
Voluntary cancellation
The Borrower may, by giving the Agent not less than three (3) Business Days’ prior written notice, permanently reduce, cancel or terminate all or part of the unutilised portions of the Facilities (but if in part, in a minimum amount of USD five million (5,000,000) or in integral multiples of USD five million (5,000,000)).
Terms and conditions for voluntary prepayments and cancellation
Irrevocable notice
Any notice of prepayment or cancellation by the Borrower under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date upon which the prepayment or cancellation is to be made and the amount of the prepayment or cancellation.
Additional payments
Upon any reduction/cancellation of the Commitments under this Clause 7, the Borrower shall repay the Loans by an amount sufficient to ensure that the total aggregate amount of the Loans shall constitute no more than the amount of the Available Commitment following the relevant reduction/cancellation, such repayment to be made no later than on the day that the relevant reduction/cancellation becomes effective.

#    26 (26)


Exhibit 10.5 - Part II
EXECUTION VERSION

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs pursuant to Clause 11.3 ( Break Costs ) below, without premium or penalty.
Time of prepayment and cancellation
The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.
No reinstatement
No amount of the Commitments cancelled under this Agreement may subsequently be reinstated. The Borrower may not utilise any part of a Facility which has been cancelled.
Any amount of the Term Loan Facility repaid or prepaid may not be re-borrowed.
Forwarding of notice of prepayment and cancellation
If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to the Lenders.
Application
Any voluntary cancellation and/or prepayment made pursuant to this Clause 7 of the Term Loan Facility, shall be applied pro rata against the scheduled repayments.
Amended Repayment Schedule
Upon any prepayment or cancellation the Agent shall, if applicable, replace Schedule 8 ( Repayments ) with an amended and new repayment and reduction schedule reflecting the correct scheduled amounts and provide a copy to the Borrower and the Lenders thereof.
MANDATORY PREPAYMENT AND CANCELLATION
Total Loss or sale
If the Drilling Unit is sold or otherwise is disposed of in whole or in part, or suffers a Total Loss, the Facilities shall be cancelled in full and the Loans outstanding shall be prepaid in full on the Disposal Reduction Date. Following receipt of the outstanding Loans, and subject to closing procedure to be agreed between the Borrower and the Agent (in its sole discretion), the Agent shall be entitled to release (including taking any steps necessary to giving effect to such release) any Security Documents and the release of any relevant Guarantors.
For the purpose of this Clause 8.1( Total Loss or sale ) the following definitions shall apply:
Disposal Reduction Date ” means, in relation to the Drilling Unit:
where the Drilling Unit has become a Total Loss, the date which is the earlier of the date when the insurance proceeds are available to the Borrower and one hundred and eighty (180) days after the Drilling Unit became a Total Loss; or
where the Drilling Unit is sold or otherwise disposed of, the date upon which the sale or disposal of the Drilling Unit is completed.
Illegality
If it becomes unlawful under any law, regulation, treaty or of any directive of any monetary authority (whether or not having the force of law) in any applicable jurisdiction, for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in a Loan:

#    27 (27)


Exhibit 10.5 - Part II
EXECUTION VERSION

that Lender shall promptly notify the Agent upon becoming aware of that event;
the Agent shall promptly notify the Borrower (specifying the obligations the performance of which is thereby rendered unlawful and the law giving rise to the same) upon receipt of notification in accordance with paragraph (a) above;
upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately reduced to zero and cancelled; and
the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).
Sanctions
Upon the occurrence of any Obligor or any Subsidiary of any Obligor being in breach of Sanctions (including non-compliance with Clause 23.2(b) and Clause 23.29 ( Sanctions ) or becoming a Restricted Party, and such event remains un-remedied (if capable of being remedied), the Total Commitments shall be automatically cancelled, and all Loans and other amounts outstanding under the Finance Documents shall become due and payable with ten (10) Business Days’ prior written notice from the Agent.
Minimum Market Value
Upon non-compliance with Clause 24.1 ( Minimum Market Value) , the Borrower shall within sixty (60) days after such breach (i) repay and/or reduce (as applicable) the Facilities in accordance with Clause 8.6 ( Terms and conditions for mandatory prepayments and cancellation ) or (ii) post additional collateral satisfactory to the Lenders (it being understood that cash collateral comprising of USD shall be deemed satisfactory and shall be valued at par), in an amount equal to the amount which is required for the Borrower to become compliant with Clause 24.1 ( Minimum Market Value ) again.
Change of control
If
any person, other than Hemen Holding Limited (and/or one or more companies controlled more than fifty per cent (50%) by a Trust), or group of persons acting in concert, obtains more than fifty per cent (50%) of the voting rights or share capital or otherwise control the appointment of members of the board of directors of the Parent, unless the new controlling shareholder(s) is/are acceptable to Agent (on behalf of all the Lenders); or
Hemen Holding Limited (and/or one or more companies controlled more than fifty per cent (50%) by a Trust) ceases to own a minimum of twenty per cent (20%) or more of the voting rights or share capital or otherwise control the appointment of members of the board of directors of the Parent, unless a prior written consent from the Agent (on behalf of all the Lenders) has been given;
the Total Commitments shall be automatically cancelled and all Loans and other amounts outstanding under the Finance Documents shall be prepaid within 60 days thereafter.
For the purpose of this Clause 8.5 the following definition shall apply:
“Hemen Holding Limited” means Hemen Holding Limited, a Cyprus holding company and other related companies, the shares of which are wholly owned by a Trust.

#    28 (28)


Exhibit 10.5 - Part II
EXECUTION VERSION

Trust ” shall mean any trust created for the benefit of any of John Fredriksen, his direct lineal descendants and/or the personal estate of any of the aforementioned persons and their estates.
Terms and conditions for mandatory prepayments and cancellation
Application
Unless otherwise specified in this Clause 8, all mandatory prepayments and/or cancellations (as the case may be) made under this Clause 8 shall be applied pro rata between the Facilities, and for the Term Loan Facility, pro rata against the scheduled repayments.
Upon any such prepayments and/or cancellations, the Agent shall, if applicable, replace Schedule 8 ( Repayments ) with an amended and new repayment schedule reflecting the correct scheduled amounts and provide a copy to the Borrower and the Lenders thereof.
Additional payments
Upon any reduction/cancellation of the Commitments under this Clause 8, the Borrower shall repay the Loans outstanding by an amount sufficient to ensure that the total aggregate amount of the Loans shall constitute no more than the amount of the Available Commitment following the relevant reduction/cancellation, such repayment to be made no later than on the day that the relevant reduction/cancellation becomes effective. Any such prepayments shall be applied pro rata between the Lenders.
Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs pursuant to Clause 11.3 ( Break Costs ) below, without premium or penalty.
No reinstatement
No amount of the Commitments cancelled or repaid under this Clause 8 may subsequently be reinstated. The Borrower may not utilise any part of a Facility which has been cancelled or any of a Facility which has been prepaid under this Clause 8.
Forwarding of notice of prepayment and cancellation
If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to the Finance Parties (as relevant) and the Borrower.
INTEREST
Calculation of interest
The rate of interest for the Loan for each Interest Period is the percentage rate per annum which is the aggregate of:
the Applicable Margin;
LIBOR; and
until from and including 1 July 2015 until the Reinstated Leverage Ratio Covenant date, the Step-up Margin (as applicable).
Effective interest pursuant to the Norwegian Financial Agreement Act of 1999 No. 46 has been calculated by the Agent as set out in a separate notice from the Agent to the Borrower.
Payment of interest

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Exhibit 10.5 - Part II
EXECUTION VERSION

The Borrower shall pay accrued interest on each Loan on each Interest Payment Date, however, if an Interest Period is longer than three (3) months, in quarterly intervals after the first day of such Interest Period.
Default interest
If an Obligor fails to pay any amount payable by it under the Finance Documents on its due date, interest shall accrue on the overdue amount from the due date and up to the date of actual payment (both before and after judgment) at a rate determined by the Agent to be two percentage points (2.00%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 9.3 shall be immediately payable by the Obligors on demand by the Agent. Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.
Notification of rates of interest
The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.
INTEREST PERIODS
Selection of Interest Periods
The Borrower may, subject to (d) and (e) below, select an Interest Period for a Loan in a Utilisation Request or in a Selection Notice.
Each Utilisation Request and Selection Notice is irrevocable and must be received by the Agent not later than 11:00 a.m. (Oslo time) three (3) Business Days before the commencement of that Interest Period.
If the Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph (a) above, the relevant Interest Period will be three (3) months.
For the Term Loan Facility, the Borrower may select an Interest Period of one (1), three (3) or six (6) months, or such other period agreed between the Borrower and the Agent (on behalf of all the Lenders), provided that not more than three (3) one (1) month Interest Periods may be selected during a calendar year.
For the Revolving Facility, the Borrower may select an Interest Period of thee (3) or six (6) months, or any other period as may be agreed between the Borrower and the Agent (on behalf of all the Lenders).
An Interest Period for a Loan shall not extend beyond the Final Maturity Date, but shall be shortened so that it ends on the Final Maturity Date.
Each Interest Period for a Loan shall start on the relevant Utilisation Date or (if already made) on the last day of its preceding Interest Period.
Non-Business Day
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

#    30 (30)


Exhibit 10.5 - Part II
EXECUTION VERSION

Notification of Interest Periods
The Agent will notify the Borrower and the Lenders of the Interest Periods determined in accordance with this Clause 10.
CHANGES TO THE CALCULATION OF INTEREST
Market disruption
If a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the rate of interest on each Lender’s share of the Loan for the Interest Period shall be the rate per annum which is the sum of:
the Applicable Margin; and
the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Loan from whatever source it may reasonably select.
In this Agreement, “ Market Disruption Event ” means:
at or about 11:00 a.m. (London time) on the Quotation Day for the relevant Interest Period LIBOR is not available; or
before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in the Loan exceed fifty per cent (50%) of the Loan) that the cost to it or them of obtaining matching deposits in the London interbank market would be in excess of LIBOR.
Alternative basis of interest or funding
If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest. Any alternative basis agreed pursuant to this Clause 11.2 shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.
Break Costs
The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan or Unpaid Sum.
Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Cost for any Interest Period in which they accrue.
FEES
Commitment fee
The Borrower shall pay to the Agent (for distribution among the Lenders) a commitment fee of forty per cent (40%) of the Applicable Margin calculated for each Facility on the Available Commitment of each Lender accruing from the Closing Date and up until the earlier of (i) the end of the Availability Period for the relevant Facility and (ii) the date on which the relevant Facility has been fully drawn (for the Term Loan Facility) or cancelled in whole, payable quarterly in arrears on each Quarter Date and on the last day of the Availability Period or such other date upon which the relevant Facility is fully drawn (for the Term Loan Facility) or cancelled in whole. No commitment fee is payable to the Agent (for the account

#    31 (31)


Exhibit 10.5 - Part II
EXECUTION VERSION

of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.
Other fees
The Borrower shall pay such other fees as set out in the Fee Letters.
TAX GROSS-UP AND INDEMNITIES
Taxes
No withholding
All payments by the Obligors under the Finance Documents shall be made free and clear of and without deduction or withholding for or on account of any Tax or any other governmental or public payment imposed by the laws of any jurisdiction from which or through which such payment is made, unless a Tax Deduction or withholding is required by law.
Tax gross-up
The relevant Obligor shall promptly upon becoming aware that it must make a Tax Deduction or withholding (or that there is any change in the rate or the basis of a Tax Deduction or withholding) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and that Lender.
If a Tax Deduction or withholding is required by law to be made by an Obligor:
the amount of the payment due from the Obligor shall be increased to an amount which (after making any Tax Deduction or withholding) leaves an amount equal to the payment which would have been due if no Tax Deduction or withholding had been required; and
the Obligor shall make that Tax Deduction or withholding within the time allowed and in the minimum amount required by law.
Within thirty (30) days of making either a Tax Deduction or withholding or any payment required in connection with that Tax Deduction or withholding, the Obligor shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction or withholding has been made and (as applicable) any appropriate payment paid to the relevant taxing authority.
Tax indemnity
The Borrower shall (within three (3) Business Days of demand by the Agent) pay to the Agent for the account of the relevant Finance Party an amount equal to the loss, liability or cost which a Finance Party determines will be or has been (directly or indirectly) suffered for or on account of any Tax by such Finance Party in respect of a Finance Document, save for any Tax on Overall Net Income assessed on a Finance Party or to the extent such loss, liability or cost is compensated under Clause 13.1.2 ( Tax gross-up ), Clause 13.5 ( FATCA Deduction and gross-up by Obligor ), Clause 13.6(b) or Clause 13.6(d).
VAT
All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Document shall be deemed to be exclusive of any VAT. If VAT is chargeable, the Borrower shall pay to the Agent for the account of such Finance Party (in addition to the amount required pursuant to the Finance Documents) an amount equal to such VAT.
FATCA Information

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Exhibit 10.5 - Part II
EXECUTION VERSION

Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:
confirm to that other Party whether it is:
a FATCA Exempt Party; or
not a FATCA Exempt Party; and
supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable "passthru payment percentage" or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA.
If a Party confirms to another Party pursuant to 13.4(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
Paragraph (a) above shall not oblige any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of:

any law or regulation;
any fiduciary duty; or
any duty of confidentiality.
If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (b) above applies), then:
if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and
if that Party failed to confirm its applicable "passthru payment percentage" then such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable "passthru payment percentage" is 100%,
until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.
FATCA Deduction and gross-up by Obligor
If an Obligor is required to make a FATCA Deduction, that Obligor shall make that FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.
If a FATCA Deduction is required to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.
The Parent shall promptly upon becoming aware that an Obligor must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction) notify the Agent accordingly. Similarly, a Finance Party shall notify the Agent on becoming so aware in respect of a payment payable to that Finance Party. If the Agent receives such notification from a Finance Party it shall notify the Parent and that Obligor.

#    33 (33)


Exhibit 10.5 - Part II
EXECUTION VERSION

Within thirty (30) days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Obligor making that FATCA Deduction or payment shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental and taxation authority.
FATCA Deduction by a Finance Party
Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Agent.
If the Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under Clause 30.2 ( Distributions by the Agent ) which relates to a payment by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after the Agent has made such FATCA Deduction), leaves the Agent with an amount equal to the payment which would have been made by the Agent if no FATCA Deduction had been required. The Agent will not be obliged to pay or advance such amount before actually receiving the increased amount from the relevant Obligor.
The Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under Clause 30.2 ( Distributions by the Agent ) which relates to a payment by an Obligor (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the relevant Obligor and the relevant Finance Party.
An Obligor shall (within three (3) Business Days of demand by the Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under paragraph (b) above.
A Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly notify the Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.
INCREASED COSTS
Increased Costs
Subject to Clause 14.2 ( Exceptions ), the Borrower shall, upon demand from the Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law, regulation or treaty or any directive of any monetary authority (whether or not having the force of law) (including, but not limited to any laws and regulations implementing new or modified capital adequacy requirements) or (ii) compliance with any law or regulation made after the Closing Date.
In this Agreement, the term “Increased Costs” means:
a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;
an additional or increased cost; or    

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Exhibit 10.5 - Part II
EXECUTION VERSION

a reduction of any amount due and payable under any Finance Document,
which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitments or funding or performing its obligations under any Finance Document.
A Finance Party intending to make a claim pursuant to this Clause 14.1 shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower. Each Finance Party shall as soon as practicable after a demand by the Agent, provide a confirmation showing the amount of its Increased Costs.
Exceptions
Clause 14.1 ( Increased Costs ) does not apply to the extent any Increased Cost is:
attributable to a Tax Deduction or withholding required by law to be made by the Borrower, and compensated for by Clause 13.1.2 ( Tax gross-up ) or Clause 13.2 ( Tax Indemnity );
attributable to a FATCA Deduction required to be made by an Obligor or a Finance Party, and compensated for by Clause 13.6(b) or Clause 13.6(d); or
attributable to gross negligence or the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.
OTHER INDEMNITIES
Currency indemnity
If any sum due from an Obligor under the Finance Documents (a “ Sum ”), or any order, judgement or award given or made in relation to a Sum, has to be converted from the currency (the “ First Currency ”) in which that Sum is payable into another currency (the “ Second Currency ”) for the purpose of:
making or filing a claim or proof against the Borrower; or
obtaining or enforcing an order, judgement or award in relation to any litigation or arbitration proceedings,
the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
Each of the Obligors waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable.
Other indemnities
The Borrower shall within three (3) Business Days of demand, indemnify each Finance Party against any documented costs, loss or liability incurred by that Finance Party as a result of:
the occurrence of any Event of Default;
any Environmental Claim;
a failure by an Obligor to pay any amount due under the Finance Documents on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 ( Sharing among the Finance Parties );

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Exhibit 10.5 - Part II
EXECUTION VERSION

the funding, or making arrangements to fund, its participation in the Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or gross negligence or wilful misconduct by that Lender alone); or
a Loan (or part thereof) not being prepaid in accordance with a notice of prepayment given by the Borrower.
Indemnity to the Finance Parties
The Borrower shall promptly indemnify the Agent or any other Finance Party against any documented cost, loss or liability incurred by the Agent or any other Finance Party (acting reasonably) as a result of:
investigating any event which it reasonably believes is a possible Event of Default; or
acting or verifying any notice, request or instruction which it reasonably believes to be genuine, correct or appropriately authorised.
MITIGATION BY THE LENDERS
Mitigation
Without in any way limiting the obligations of the Borrower hereunder, each Finance Party shall, in consultation with the Borrower, take all reasonable steps for a period of fifteen (15) Business Days to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of:
Clause (b) ( Illegality );
Clause 13 ( Tax gross-up and indemnities ); and
Clause 14 ( Increased Costs ),
including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate.
A Finance Party is not obliged to take any steps under this Clause 16.1 if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.
Replacement of a Lender
The Borrower shall have the right, in the absence of a Default or Event of Default, to replace any Lender that charges a material amount in excess of that being charged by the other Lenders with respect to contingencies described in:
Clause 13 ( Tax gross-up and indemnities ); and /or
Clause 14 ( Increased Costs ).
If any Lender becomes a Defaulting Lender, then the Parent may, on 5 Business Days' prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer its rights and obligations under this Agreement to a replacement lender (a " Replacement Lender ") in accordance with Clause 26.3 ( Assignment and transfers by the Lenders ), and subject to the following conditions:
(a)
the Parent shall have no right to replace the Agent;

#    36 (36)


Exhibit 10.5 - Part II
EXECUTION VERSION

(b)
neither the Agent nor the Defaulting Lender shall have any obligation to the Parent to find a Replacement Lender;
(c)
the transfer must take place no later than 14 days after the notice referred to in this Clause 16.2.2;
(d)
in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(e)
the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to this Clause 16.2.2 once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer to the Replacement Lender.
The Defaulting Lender shall perform the checks described in Clause 16.2.2 (e) above as soon as reasonably practicable following delivery of a notice referred to in Clause 16.2.2 above and shall notify the Agent and the Parent when it is satisfied that it has complied with those checks.
Indemnity
The Borrower shall indemnify each Finance Party for all documented costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1 ( Mitigation ) and 16.2 ( Replacement of a Lender ).
COSTS AND EXPENSES
Transaction expenses
The Borrower shall promptly on demand pay to the Agent the amount of all documented costs and expenses (including legal fees) reasonably incurred by any of the Finance Parties in connection with the negotiation, preparation, printing, perfection, execution, registration and syndication of:
this Agreement and any other documents referred to in this Agreement; and
any other Finance Documents executed after the date of this Agreement.
Amendment and enforcement costs, etc.
The Borrower shall, within three (3) Business Days of demand, reimburse the Agent or another Finance Party for the amount of all costs and expenses (including legal fees) incurred by it in connection with:
the granting of any release, waiver or consent under the Finance Documents;
any amendment or variation of any of the Finance Documents; and/or
the preservation, protection, enforcement or maintenance of, or attempt to preserve or enforce, any of the rights of the Finance Parties under the Finance Documents.
GUARANTEE AND INDEMNITY
Guarantee and indemnity
Each Guarantor hereby irrevocably and unconditionally jointly and severally:
guarantees to each Finance Party, as and for its own debt and not merely as surety, the due and punctual observance and performance by each Obligor of all of that Obligor’s obligations under the Finance Documents;

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Exhibit 10.5 - Part II
EXECUTION VERSION

undertakes with each Finance Party that whenever an Obligor does not pay any amount when due under or in connection with any Finance Document, such Guarantor shall immediately on demand by the Agent pay that amount as if it were the principal obligor; and
undertakes to indemnify each Finance Party immediately on first demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by such Guarantor is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.
Continuing guarantee
The Guarantee Obligations are continuing guarantee obligations and will extend to the ultimate balance of all amounts payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
Maximum liability
Notwithstanding anything to the contrary in this Agreement or any Finance Documents, including this Clause 18, the total and aggregate liability of each Guarantor hereunder shall be limited to USD four hundred and twenty million (420,000,000), in addition to any interest and costs.
Number of claims
There is no limit on the number of claims that may be made by the Agent (on behalf of the Finance Parties) under this Agreement.
Survival of Guarantor’s liability
A Guarantor’s liability to the Finance Parties under this Clause 18 shall not be discharged, impaired or otherwise affected by reason of any of the following events or circumstances (regardless of whether any such events or circumstances occur with or without such Guarantor’s knowledge or consent):
any time, waiver, consent, forbearance or other indulgence given or agreed by the Finance Parties with any Obligor in respect of any of the Obligor’s obligations under the Finance Documents;
any defence, legal limitation, disability or incapacity of any Obligor related to the Finance Documents;
any amendments to or variations of the Finance Documents agreed by the Finance Parties with any Obligor;
the liquidation, bankruptcy or dissolution (or proceedings analogous thereto) of any Obligor; or
any other circumstance which might otherwise constitute a defence available to, or discharge of, a Guarantor.
Waiver of rights
Each Guarantor specifically waives all rights under the provisions of the Norwegian Financial Agreements Act 1999 (as amended) not being mandatory provisions, including (but not limited to) the following provisions (the main contents of the relevant provisions being as indicated in the brackets):
§ 63 (1) – (2) (to be notified of any Event of Default hereunder and to be kept informed thereof);
§ 63 (3) (to be notified of any extension granted to the Borrower in payment of principal and/or interest);
§ 63 (4) (to be notified of the Borrower’s bankruptcy proceedings or debt reorganisation proceedings and/or any application for the latter);

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Exhibit 10.5 - Part II
EXECUTION VERSION

§ 65 (3) (that the consent of a Guarantor is required for the Guarantor to be bound by amendments to the Finance Documents that may be detrimental to its interest);
§ 67 (2) (about reduction of a Guarantor’s liabilities hereunder since no such reduction shall apply as long as any amount is outstanding under the Finance Documents);
§ 67 (4) (that a Guarantor’s liabilities hereunder shall lapse after ten (10) years, as that Guarantor shall remain liable hereunder as long as any amount is outstanding under any of the Finance Documents);
§ 70 (as no Guarantor shall have any right of subrogation into the rights of the Finance Parties under the Finance Documents until and unless the Finance Parties shall have received all amounts due or to become due to them under the Finance Documents);
§ 71 (as the Finance Parties shall have no liability first to make demand upon or seek to enforce remedies against the Borrower or any other security provided in respect of the Borrower’s liabilities under the Finance Documents before demanding payment under or seeking to enforce the Guarantee Obligations of a Guarantor hereunder);
§ 72 (as all interest and default interest due under any of the Finance Documents shall be secured by the Guarantee Obligations of a Guarantor hereunder);
§ 73 (1) – (2) (as all costs and expenses related to an Event of Default under this Agreement shall be secured by the Guarantee Obligations of a Guarantor hereunder); and
§ 74 (1) – (2) (as a Guarantor shall not make any claim against the Borrower for payment until and unless the Finance Parties first shall have received all amounts due or to become due to them under the Finance Documents).
Deferral of Guarantor’s rights
Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective:
following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to that Guarantor from any Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
if an Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full;
if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and
the Guarantors have not taken nor will they take from any Obligor any Security Interest whatsoever for the moneys hereby guaranteed.
Enforcement

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Exhibit 10.5 - Part II
EXECUTION VERSION

No Finance Party shall be obliged before taking steps to enforce the Guarantee Obligations of any of the Guarantors under this Agreement:
to obtain judgement against any Obligor or any third party in any court or other tribunal;
to make or file any claim in a bankruptcy or liquidation of any Obligor or any third party; or
to take any action whatsoever against any Obligor or any third party under the Finance Documents, except giving notice of any payment due hereunder,
and each of the Guarantors hereby waives all such formalities or rights to which it would otherwise be entitled or which the Finance Parties would otherwise first be required to satisfy or fulfil before proceeding or making any demand against the Guarantors hereunder, except as required hereunder or by law.
Any release, discharge or settlement between a Guarantor and the Finance Parties (or any of them) in relation to any Finance Document shall be conditional upon no payment made by the Borrower to the Finance Parties hereunder or thereunder being void, set aside or ordered to be refunded pursuant to any enactment or law relating to breach of duty by any person, bankruptcy, liquidation, administration, protection from creditors generally or insolvency or for any other reason whatsoever. If any payment is void or at any time so set aside or ordered to be refunded, the Finance Parties shall be entitled subsequently to enforce the Guarantee Obligations of a Guarantor hereunder as if such release, discharge or settlement had not occurred and any such payment had not been made.
Additional security
This Guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.
Limitation of Guarantee Obligations
Notwithstanding any other provision of this Clause 18, and without limiting the generality of the foregoing, the guarantee, indemnity and other obligations of each Guarantor hereunder shall extend to all amounts that constitute part of the Guarantee Obligations and would be owed by any other Obligor to any Finance Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganization or similar proceeding involving such other Obligor.
Each Guarantor, and by its acceptance of this Agreement, each Finance Party, hereby confirms that it is the intention of all parties that this Agreement and the obligations of each Guarantor hereunder do not constitute a fraudulent transfer of conveyance for purpose of Insolvency Laws (as hereafter defined), any fraudulent conveyance act, fraudulent transfer act or any similar foreign law to the extent applicable to this Agreement and the obligations of the Guarantor hereunder. To effectuate the foregoing intention, the Finance Parties and each Guarantor hereby irrevocably agree that the obligations of each Guarantor under this Agreement and the other Finance Documents to which it is a party at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor hereunder and thereunder not constituting a fraudulent transfer or conveyance. For the purpose hereof, “ Insolvency Law ” means the law described in this paragraph or any law relating to any proceeding of the type referred to in Clause 25.6 ( Insolvency ) and Clause 25.7 ( Insolvency proceeding ) of this Agreement or any similar foreign law for the relief of debtors applicable to such Obligor.
Contribution Agreement
Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Finance Party under this Agreement, any other Finance Document or any other guarantee, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to

#    40 (40)


Exhibit 10.5 - Part II
EXECUTION VERSION

each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Finance Parties under or in respect of the Finance Documents.
SECURITY
The Obligors’ obligations and liabilities under the Finance Documents, including (without limitation) the Borrower’s obligation to repay the Facilities together with all unpaid interest, default interest, commissions, charges, expenses and any other derived liability whatsoever of the Obligors towards the Finance Parties in connection with the Finance Documents, shall throughout the Security Period, be secured by the guarantees and indemnities granted by the Guarantors and the Borrower pursuant to Clause 18 ( Guarantee and Indemnity ) and additionally be cross collateralised as follows:
the Mortgage (including any deeds of covenants), subject to contractually agreed Quiet Enjoyment Letters (where required under a drilling contract with a third party);
the Assignment of Earnings;
The Seadrill Partners Guarantee;
the Assignment of Insurances;
the Account Charge; and
the Share Charges.
Subject to paragraph (c) below, each of the Obligors undertakes to ensure that the above Security Documents are being duly executed by the parties thereto in favour of the Agent (on behalf of the Finance Parties) in form and substance satisfactory to the Agent (on behalf of the Finance Parties) in accordance with Clause 4 ( Conditions Precedent ), legally valid and in full force and effect with first priority, and to execute or procure the execution of such further documentation as the Agent may reasonably require in order for the relevant Finance Parties to maintain the security position envisaged hereunder.
In relation to the obligation to provide the Assignment of Earnings it is understood that the Lenders agree only to require that “commercially best efforts” are applied by the relevant Obligors in obtaining (a) a first priority security interest over all earnings in respect of charter parties with independent third parties and (b) any acknowledgement from any independent third parties.
Each Hedge Counterparty hereby declares and agrees that;
its rights under the Security Documents in relation to any Secured Hedging Agreement shall always be subordinated to and rank in priority behind the rights of the other Finance Parties; and
it shall not take any action to enforce any of its rights under any Security Documents unless and until all monies outstanding to the other Finance Parties have been fully and irrevocably paid and discharged in full and no Commitment is longer in force.
The Agent shall notify the Lenders upon receipt of any written notice from a Hedge Counterparty of any agreement being designated as a Hedging Agreement for the purpose of this Agreement.
REPRESENTATIONS AND WARRANTIES
Each of the Obligors represents and warrants to each Finance Party as set out below.
Status

#    41 (41)


Exhibit 10.5 - Part II
EXECUTION VERSION

Each Obligor is a limited liability company, duly incorporated, organised and validly existing under the laws of their jurisdiction of incorporation as set out in Schedule 9 ( Corporate Structure ) and registration and have the power to own their assets and carry on their business as they are currently being conducted.
Binding obligations
Subject to (b) below, the Finance Documents to which any Obligors are a party constitute legal, valid, binding and enforceable obligations, and each Security Document creates the security interests which that Security Document purports to create and those security interests are legal, valid, binding and enforceable first priority securities and no registration, filing, payment of tax or fees or other formalities are necessary or desired to render the Finance Documents enforceable in accordance with their terms against the Obligors, save for any UCC (Uniform Commercial Code) filings or the registration of the Mortgage with the relevant Ship Registry which shall be completed on or before the Utilisation Date of the Facility (and the registration of the relevant Security Documents (if any) with the relevant Company Register of the Obligors which shall be completed within the applicable time limit in each relevant jurisdiction).
Finance Documents which according to this Agreement are not deemed to be delivered until the relevant Utilisation Date, will be in compliance with (a) above from that Utilisation Date.
No conflict with other obligations
The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not conflict with:
any law or regulation or any order or decree of any judicial or official agency or court;
any constitutional documents of such Obligor; or
any Charter Contract or any agreement or document to which it is a party or by which it is bound.
Power and authority
It has the power to enter into, perform and deliver, and has taken all necessary corporate actions to authorise its entry into and delivery of, performance, validity and enforceability of the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.
Authorisations and consents
All authorisations, approvals, consents and other matters, official or otherwise, required (i) in connection with the entering into, performance, validity and enforceability of the Finance Documents and the transactions contemplated hereby and thereby and (ii) for it to carry on its business as currently being conducted have been obtained or effected and are in full force and effect.
Taxes
It has complied with all taxation laws in all jurisdictions where it is subject to taxation and has paid all Taxes and other amounts due to governments and other public bodies. No claims are being asserted against it with respect to any Taxes or other payments due to public or governmental bodies save as disclosed to the Agent pursuant to Clause 23.4 ( Taxation ). It is not required to make any withholdings or deductions for or on account of Tax from any payment it may make under any of the Finance Documents.
No Default
No Event of Default, Default or any prepayment event pursuant to Clause 8 ( Mandatory Prepayment and Cancellation ) is existing or might reasonably be expected to result from the making of the Utilisation or the entry into and performance of or any transaction contemplated by any of the Finance Documents. No

#    42 (42)


Exhibit 10.5 - Part II
EXECUTION VERSION

other event or circumstance is outstanding which (in the reasonable opinion of the Agent or the Required Majority) constitutes a default or (with the expiry of a grace period, giving of notice or the making of any determination or the fulfilment of any other applicable conditions or any combination of the foregoing) might constitute a default under any Charter Contract, Intra-Group Charterparty, other agreement or instrument which is binding on it or any of its Subsidiaries (if any) or to which its (or any of its Subsidiaries’ (if any)) assets are subject and which has or might have a Material Adverse Effect.
No misleading information
Any factual information, documents, exhibits or reports relating to the Obligors and their respective Subsidiaries and which have been furnished to the Finance Parties by or on behalf of the Obligors are complete and correct in all material respects and do not contain any misstatement of fact or omit to state a fact making such information, exhibits or reports misleading in any material respect or no omission to disclose any off-balance sheet liabilities or other information, documents or agreements which if disclosed could reasonably be expected to affect the decision of a Finance Party to enter into a Finance Document.
Original Financial Statements
Complete and correct . The Original Financial Statements and the financial information most recently delivered to the Agent or the Lenders pursuant to Clause 21 ( Information Undertakings ), save as disclosed to an Exchange where the Parent is listed, fairly and accurately represent the assets, liabilities and the financial condition of the Obligors and their respective Subsidiaries at the day that they were drawn up and have been prepared in accordance with the Accounting Principles consistently applied.
No undisclosed liabilities . As of the date of the Original Financial Statements and the financial information most recently delivered to the Agent or the Lenders pursuant to Clause 21 ( Information Undertakings ), none of the Obligors or any of their Subsidiaries had any material liabilities, direct or indirect, actual or contingent, and there is no material, unrealised or anticipated losses from any unfavourable commitments not disclosed by or reserved against in the Original Financial Statements, the most recent delivered financial information or in the notes thereto (save as disclosed to an Exchange).
No material change . Since the date of the Original Financial Statements and the financial information most recently delivered to the Agent or the Lenders pursuant to Clause 21 ( Information Undertakings ), there has been no material adverse change in the business, operations, assets or condition (financial or otherwise) of any Obligor or its Subsidiaries which might have a Material Adverse Effect.
Pari passu ranking
Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations preferred by mandatory law applying to companies generally.
No proceedings pending or threatened
No litigation, judgment, order, injunction, restraint, arbitration or administrative proceedings (private or public) of or before any court, arbitral body or agency, which if adversely determined, might reasonably be expected to have a Material Adverse Effect, have been started or are pending or (to the best of its knowledge and belief) have been threatened against it.
No existing Security Interest
Save as described in Clause 19 ( Security ), as from the First Utilisation Date, no Security Interest exists over all or any of the present or future revenues or assets of such Obligor relating to assets being the subject of the Security Documents and all of the Obligors’ rights, title and interest are freely assignable and chargeable in the manner contemplated by the Security Documents.

#    43 (43)


Exhibit 10.5 - Part II
EXECUTION VERSION

No immunity
The execution and delivery by it of each Finance Document to which it is a party constitute, and its exercise of its rights and performance of its obligations under each Finance Document will constitute, private and commercial acts performed for private and commercial purposes, and it will not (except for bankruptcy or any similar proceedings) be entitled to claim for itself or any or all of its assets immunity from suit, execution, attachment or other legal process in any proceedings taken in relation to any Finance Document.
No winding-up
It has not taken any corporate action nor have any other steps been taken or legal proceedings been started or threatened against it for its reorganisation, winding-up, dissolution or administration or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or any or all of its assets.
No breach of laws
It has not (and none of its Subsidiaries have) breached any law or regulation which breach (in the opinion of the Agent or the Required Majority) has or is reasonably likely to have a Material Adverse Effect.
No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any member of the Group which have or are reasonably likely to have a Material Adverse Effect.
Environmental laws
Each Obligor is in compliance with Clause 23.3 ( Environmental Compliance ) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which (in the opinion of the Agent or the Required Majority) has or is reasonably likely to have a Material Adverse Effect.
No Environmental Claim and no other event or circumstances is outstanding which (with the expiry of a grace period, giving of notice or the making of any determination or the fulfilment of any other applicable conditions or any combination of the foregoing) might constitute an Environmental Claim has been commenced or is pending (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Group where that claim has or is reasonably likely, if determined against that member of the Group, which (in the opinion of the Agent or the Required Majority) have or are reasonably likely to have a Material Adverse Effect.
Ownership
Seadrill Operating owns hundred per cent (100%) of the shares and ownership interests (directly) in the Borrower.
The Parent is the direct or indirect owner of all the shares in any company which may become an Intra-Group Charterer.
The Drilling Unit
The Drilling Unit is:
in the absolute ownership of the Borrower, free and clear of all encumbrances (other than current crew wages and the relevant Mortgage) and, the Borrower will be the sole, legal and beneficial owner of the Drilling Unit;
registered in the name of the Borrower as described in Schedule 3 ( The Drilling Unit ) with a Ship Registry;

#    44 (44)


Exhibit 10.5 - Part II
EXECUTION VERSION

operationally seaworthy in every way and fit for service, including, but not limited to, service under any Charter Contract; and
classed with a classification society acceptable to the Required Majority, free of all overdue requirements and recommendations.
No money laundering
It is acting for its own account in relation to the Facility and in relation to the performance and the discharge of its obligations and liabilities under the Finance Documents and the transactions and other arrangements effected or contemplated by the Finance Documents to which an Obligor is a party, and the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat money laundering (as defined in Article 1 of the Directive (2001/97/EC of the European Parliament of 4 December 2001) including, but not limited to Directive 2005/60/EC amending Council Directive 91/308/EEC).
Corrupt practices
It has observed and to the best of its knowledge and belief, its shareholders and parties acting on its behalf have observed in the course of acting for it, all applicable laws and regulations relating to bribery or corrupt practices.
Sanctions
No Obligor, nor any Subsidiary of any Obligor, nor any of their joint ventures, nor any of their respective directors, officers, employees, agents or representatives:
has breached any Sanctions;
is a Restricted Party; or
has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions.
FATCA
No Obligor is resident for tax purposes in the United States of America. No Obligor is a “foreign financial institution” (“FFI”) as defined in Section 1471(d)(4) of the Code and United States Treasury Regulations Section 1.1471-5(d)-(e). No payment by any Obligor under the Finance Documents will be from sources within the United States of America for United States federal income tax purposes. The Borrower is a FATCA Exempt Party with respect to Earnings payable to it.
Non-Conflict
The Borrower and the Parent agrees and acknowledges that any claim or defence that it may have or hold in respect of any Charter Contract or Intra-Group Charterparty or any dispute arising in connection with that Charter Contract or Intra-Group Charterparty between the parties thereto, shall not affect its payment obligations under the Finance Documents.
Repetition
The representations and warranties set out in this Clause 20 are deemed to be made by each of the Obligors on the date of this Agreement and (except for the representations and warranties in Clause 20.21 ( Sanctions )) shall be deemed to be repeated:
on the date of a Utilisation Request;

#    45 (45)


Exhibit 10.5 - Part II
EXECUTION VERSION

on each Utilisation Date;
on the first day of each Interest Period; and
in each Compliance Certificate forwarded to the Agent pursuant to Clause 21.2 ( Compliance Certificate ) (or, if no such Compliance Certificate is forwarded, on each day such certificate should have been forwarded to the Agent at the latest).
INFORMATION UNDERTAKINGS
The Parent and the Guarantors (where relevant) give the undertakings set out in this Clause 21 to each Finance Party and such undertakings shall remain in force throughout the Security Period;
Financial statements
The Parent shall supply to the Agent in sufficient copies for all of the Lenders as soon as reasonable practicable, but in any event within one hundred and eighty (180) days after the end of each financial year, the audited annual consolidated accounts of the Group, and, if requested by the Agent (acting on behalf of the Lenders), the Borrower’s unaudited annual financial statements for that financial year, signed by an authorised officer.
The Parent shall provide to the Agent as soon as reasonable practicable, but in any event within seventy (70) days after each relevant Quarter Date, the unaudited consolidated accounts of the Group for that financial quarter and, if requested by the Agent (acting on behalf of the Lenders), the Borrower’s unaudited annual financial statements for that financial quarter.
The Parent shall provide to the Agent as soon as reasonably practicable and in any event within seventy (70) days after each Quarter Date, copies of the Group’s consolidated Cash Flow Projections for the following five (5) calendar years after such dates.
The Obligors shall supply to the Agent as soon as reasonably practical any other information in respect of the business, properties or condition, financial or otherwise, of the Obligors or any of their Subsidiaries as the Agent or any of the Lenders may from time to time reasonably request.
Compliance Certificate
The Parent shall supply to the Agent, with each set of financial statements delivered pursuant to Clause 21.1 ( Financial statements ), a Compliance Certificate signed by an authorised officer of Seadrill Management Ltd., setting out (in reasonable detail) inter alia computations as to compliance with Clause 22 ( Financial Covenants ) as at the date at which those financial statements were drawn up together with any relevant supporting documentation enabling the Lenders to determine and monitor compliance with Clause 22 ( Financial Covenants ), Clause 8.3 ( Minimum Market Value ) and Clause 24.3 ( Insurances) .
Requirements as to financial statements
The Parent shall procure that each set of financial statements delivered pursuant to Clause 21.1 ( Financial statements ) consist of balance sheets and profit and loss statements is prepared using Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for each of the Obligors, as the case may be, unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in Accounting Principles, the accounting practices or reference periods and its Auditors deliver to the Agent:
a description of any change necessary for those financial statements to reflect Accounting Principles, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

#    46 (46)


Exhibit 10.5 - Part II
EXECUTION VERSION

sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 ( Financial Covenants ) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.
Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Information - miscellaneous
The Obligors shall notify the Agent and/or supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):
promptly upon becoming aware of them, the details of any claim, action, suit, proceeding or investigation with respect to Sanctions against it, any of its direct or indirect owners, Subsidiaries, any of their joint ventures or any of their respective directors, officers, employees, agents or representatives;
all documents dispatched by the Parent (and by each of the Obligors, to the extent requested by the Agent) to its shareholders, or to or from its creditors generally at the same time as they are dispatched;
immediately upon becoming aware of them; breaches of contracts, the details of any litigation, judgment, order, injunction, restraint, arbitration or administrative proceedings which are current, threatened, alleged or pending against any of the Obligors and which (in the opinion of the Agent or the Required Majority) might, if adversely determined, be reasonably expected to have a Material Adverse Effect;
immediately such further information regarding the business, properties, conditions, assets and operations (financial or otherwise) of the Obligors and its Subsidiaries as any Finance Party (through the Agent) may reasonably request;
all filings with or reports forwarded to any Exchange; and
such updates of forecasts as the Agent may reasonably request.
Notification of Default
The Obligors shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
Notification of Environmental Claims
The Obligors shall inform the Agent in writing as soon as reasonably practicable upon becoming aware of the same:
if any material Environmental Claim has been commenced or (to the best of the Obligors’ knowledge and belief) is threatened against any of the Obligors or the Drilling Unit; and
of any incident, event, fact or circumstances which will or are reasonably likely to result in any material Environmental Claim being commenced or threatened against any of the Obligors or the Drilling Unit.
Information of new contracts
The Parent shall provide the Agent with information on any new employment contract in respect the Drilling Unit five (5) days prior to entering into any such contract.
If required by the Agent, the Parent shall procure that a Contract Memo for any new employment contract in respect of the Drilling Unit is sent to the Agent.

#    47 (47)


Exhibit 10.5 - Part II
EXECUTION VERSION

Use of websites
The Obligors may satisfy its obligations under this Agreement to deliver any information to the Lenders by posting this information onto an electronic website designated by the Parent and the Agent (the “ Designated Website ”).
The Parent shall promptly upon becoming aware of its occurrence notify the Agent if:
the Designated Website cannot be accessed due to technical failure;
any password specifications for the Designated Website change;
any new information which is required to be provided under this Agreement is posted onto the Designated Website;
any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or
the Parent becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.
If the Parent notifies the Agent under paragraph (b)(i) or paragraph (b)(v) above, all information to be provided by the Parent under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent is satisfied that the circumstances giving rise to the notification are no longer continuing.
“Know your customer” checks
If:
the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;
any change in the status of an Obligor, the composition of the shareholders of an Obligor or a shareholder’s participation in an Obligor (to the extent the number of shares such shareholder holds rises above 25 per cent. (25%) of the total number of shares) after the date of this Agreement; or
a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,
obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of any prospective new Lender, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of any prospective new Lender, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent or any Lender in order for the Agent and the Lenders to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

#    48 (48)


Exhibit 10.5 - Part II
EXECUTION VERSION

FINANCIAL COVENANTS
The financial covenants in this Clause 22 are granted in favour of each Finance Party by the Parent and such financial covenants shall remain in force throughout the Security Period and are to be measured on a quarterly basis.
Minimum Liquidity
The Parent will procure that the Minimum Liquidity of the Group will not fall below USD one hundred and fifty million (150,000,000).
Leverage Ratio
The Parent will procure that the Leverage Ratio of the Group will not exceed;
from and including the financial quarter starting on 1 July 2015 until and including the financial quarter ending on 30 September 2016; 6.0:1;
from and including the financial quarter starting on 1 October 2016 until (and including) the financial quarter ending on 31 December 2016; 5.5:1; and
from and including the date of the Reinstated Leverage Ratio Covenant until the Final Maturity Date; 4.5 : 1.
Interest Cover Ratio
The Parent will procure that the Group’s Interest Cover Ratio shall be minimum 2.5 : 1.
Current Ratio
The Parent will procure that the Group's Current Ratio is minimum 1:1.
Equity Ratio
The Parent will procure that the Group’s Equity Ratio shall not be less than 30 per cent.
Financial testing
The financial covenants set out in this Clause 22 shall be calculated in accordance with Accounting Principles and tested by reference to the latest financial statements (whether audited or unaudited) and each Compliance Certificate, and presented to the Agent in satisfactory form and substance.
GENERAL UNDERTAKINGS
Each Obligor gives the undertakings set out in this Clause 23 to each Finance Party and such undertakings shall remain in force throughout the Security Period.
Authorisations etc.
Each of the Obligors shall promptly:
obtain, comply and do all that is necessary to maintain in full force and effect; and
supply certified copies to the Agent (if so requested) of,
any authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

#    49 (49)


Exhibit 10.5 - Part II
EXECUTION VERSION

Compliance with laws and sanctions
Each of the Obligors shall, and shall procure that each member of the Group will, comply in all respects with all laws and regulations and constitutional documents to which it and the Drilling Unit may be subject, where failure to do so, in the opinion of the Agent or the Required Majority, has or is reasonably likely to have a Material Adverse Effect.
Each of the Obligors shall, and shall procure that each member of the Group will, comply in all respects with Sanctions, including, but not limited to laws, regulations and executive orders relating to the U.S. economic embargoes of countries, entities or individuals as administered by the Treasury Department, Office of Foreign Assets Control, and in the event of non-compliance, the Borrower shall prepay in accordance with Clause 8.3 ( Sanctions ).
Environmental compliance
Each Obligor shall (and shall ensure that each member of the Group will):
comply with all Environmental Law;
obtain, maintain and ensure compliance with all requisite Environmental Approvals; and
implement procedures to monitor compliance with and to prevent liability under any Environmental Law,
where failure to do so, (in the opinion of the Agent) has or is reasonably likely to have a Material Adverse Effect.
Taxation
Each Obligor shall (and the Parent shall ensure that each member of the Group will) pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:
such payment is being contested in good faith;
adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under Clause 21.1 ( Financial statements ); and
such payment can be lawfully withheld and failure to pay those Taxes does not (in the opinion of the Agent or the Required Majority) have or is not reasonably likely to have a Material Adverse Effect.
None of the Obligors may change its residence for Tax purposes.
Pari passu ranking
Each of the Obligors shall ensure that its obligations under the Finance Documents do and will rank at least pari passu with all its other present and future unsecured and unsubordinated obligations, except for those obligations which are preferred by mandatory law applying to companies generally in the jurisdictions of their incorporation or in the jurisdiction in the ports of calls.
Title
The Borrower shall, and the Parent shall procure that all Intra-Group Charterers shall (to the extent applicable), hold full legal title to and own the entire beneficial interest in the Drilling Unit, any Charter Contract, any Intra-Group Charterparties, the Insurances and the Earnings, free of any Security Interest and other interests and rights of every kind, except for those created by the Finance Documents and as set out in Clause 23.7 ( Negative pledge ).

#    50 (50)


Exhibit 10.5 - Part II
EXECUTION VERSION

Negative pledge
None of the Obligors shall permit any further Security Interest related to any asset subject to any of the Security Documents under the Facility.
The Obligors (except the Parent) shall not create or permit to subsist any Security Interest save for Permitted Encumbrances over any of its present or future undertakings, property, assets, rights or revenues (whether secured by the Security Documents or not), provided that Security Interest created pursuant to the Security Documents shall be permitted.
None of the Obligors shall encumber any employment contract in respect of the Drilling Unit, nor dispose of any such employment contracts unless consented to by the Required Majority provided that, Security Interest created pursuant to the Security Documents shall be permitted.
Change of business and constitutional documents
Except with the prior written consent of the Required Majority, the Obligors will not, and the Parent shall ensure that no other member of the Group will, cease to carry on or make any change in all or any part of its business and activities as conducted as of the date hereof, or carry on any other business, except for similar related business as presently conducted. No Obligor will change the place of its jurisdiction or its organisation without the prior written consent of the Required Majority.
The Parent shall procure that none of the material terms of the Operating Agreement are amended, terminated, or waived without the prior written consent of the Agent.
Stock Exchange Listing
The Parent shall maintain its listing at an Exchange.
Finance Documents
The Obligors shall perform all of their obligations under the Finance Documents at all times in the manner and upon the terms set out therein.
Undertaking to procure subordination of additional debt
Subject to Clause 23.7 ( Negative pledge ), the Obligors undertake to procure (in terms acceptable to the Required Majority) the subordination, in point of payment and priority, of any Financial Indebtedness, which is secured by such assets subject to the Security Documents, of any member of the Group created on or after the date hereof, to any debt created pursuant to this Agreement.
Mergers and demergers
Except with the prior written consent of the Required Majority, the Obligors will not, (i) enter into any merger or consolidation with any other company unless (a) with another Group member and (b) each Obligor will survive as a separate legal entity remaining bound in all respects by its obligations and liabilities under the Finance Documents and (c) the Borrower will continue to be a special purpose company, owning only the Drilling Unit or (ii) demerge itself into any two or more companies or (iii) undertake any corporate restructuring.
Financial year
Except with the prior written consent of the Required Majority, the Obligors will not, and shall procure that no other member of the Group will, alter its financial year end.
Earnings Accounts

#    51 (51)


Exhibit 10.5 - Part II
EXECUTION VERSION

The Borrower and any Intra-Group Charterer, shall open and maintain for the duration of the Facilities an Earnings Account in its name, and shall procure that all Earnings (excluding service income for manning, services and procurement etc. held with separate third party contractors for the purpose of optimizing the fiscal structure of the drilling operations) in respect of the Drilling Unit is credited to the respective Earnings Account and subject to satisfactory security arrangements being entered into in favour of the Finance Parties.
The amounts in the Earnings Accounts shall be freely available to the Borrower and/or the Intra-Group Charterers (as applicable) provided that no Default has occurred and is continuing and no notice has been given to any Obligor by the Agent that such amounts shall not be freely available.
The Borrower, and any Intra-Group Charterer (as applicable), shall provide available statements regarding its Earnings Account upon request from the Agent.
Dividends Parent
The Parent may
pay dividends (or make any other distributions to its shareholders),
buy-back its own common stock and/or
make new material investments in any company, shares, common stock or enter into any kind of new forward contracts (including total return swaps),
only to the extent that
no Default is continuing or would result from the proposed transaction,
the date of the Reinstated Leverage Ratio Covenant has occurred; and
after giving effect to such transaction, the Parent and its Subsidiaries are in compliance with the Financial Covenants set out in Clause 22 ( Financial Covenants ) of this Agreement.
To the extent the Parent has issued preference capital, any mandatory yield (interest) payments on such preference capital shall not be treated as dividend (or other distribution to its shareholders) for the purpose of this Clause 23.15.
Restrictions on indebtedness
The Obligors (save for the Parent) shall not incur, create or permit to subsist any Financial Indebtedness other than as incurred under the Finance Documents.
The restrictions in paragraph (a) above do not apply to:
Hedging Agreement. Indebtedness incurred under any Hedging Agreement entered into in the ordinary course of business and which are not of a speculative nature;
Intercompany loans . Loans and advances by members of the Group on the conditions that the loans are subordinated and unsecured in form and substance satisfactory to the Agent;
Guarantees . Guarantees issued by an Intra-Group Charterer in favour of lenders under other loans financing vessels within the Group (other than the Drilling Unit) for which the relevant Intra-Group Charterer is an intra-group charterer;
Existing Indebtedness : Existing Indebtedness, up to the date of the first Utilisation; or

#    52 (52)


Exhibit 10.5 - Part II
EXECUTION VERSION

Required Majority . Financial Indebtedness consented to by the Required Majority.
Transactions with Affiliates
Each Obligor shall (and shall procure that each Subsidiary will) procure that all transactions entered into with an Affiliate are made on market terms and otherwise on arm’s length terms.
Disposals
Subject to Clause 8 ( Mandatory Prepayment and Cancellation ), no Obligor shall:
enter into a single transaction or series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer, or otherwise dispose of its economic interest in the Drilling Unit or other asset being the subject of a Security Interest pursuant to the Security Documents or the whole or a substantial part of its other assets; or
enter into a single transaction or series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any of its other assets other than made on market value and arm’s length terms, without the prior written consent of the Required Majority.
Financial Support
The Borrower may not (nor any Intra-Group Charterer to the extent it is a single purpose company) provide, procure, create or permit to subsist any Financial Support (including contingent support) other than:
Any netting or set-off arrangement entered into pursuant to any Hedging Agreements;
Financial Support permitted pursuant to the Finance Documents; or
Financial Support consented to by the Required Majority.
Centre of Main Interest
None of the Obligors shall change its centre of main interest or establishment to another jurisdiction without obtaining the prior written consent from the Required Majority.
Assignment of contracts
If an Event of Default has occurred and is continuing the Obligors will, upon the Agent’s request, make its best endeavours to have assigned the rights and obligations under contracts pertaining to the Drilling Unit (with members of the Group as well as ultimate charterers) or any of them to one or several parties nominated by the Agent.
Sale of the Drilling Unit
The Obligors will ensure that the Drilling Unit is not sold in whole or in part without prior written notice to the Agent, and in the event of such sale, make such prepayment as provided for in Clause 8.1 ( Total Loss or sale ) .
Investment Restrictions
Subject to Clause 23.15(a) (ii) and (iii) ( Dividends Parent ) and subject to (b) below, neither the Parent nor its Subsidiaries (other than the Borrower) shall make any investments and acquisitions unless:
after giving effect to any such investment, the Parent and its Subsidiaries are in pro forma ("pro forma" meaning that the calculation of the financial covenants shall take into account any effect of the investment or acquisition

#    53 (53)


Exhibit 10.5 - Part II
EXECUTION VERSION

made) compliance (evidenced by adjusted financial calculations taking into account any effect of the investment or acquisition made) with the Financial Covenants set out in Clause 22 ( Financial Covenants ) of this Agreement; and
no Default is continuing or would result from the proposed investment and acquisition.
The Borrower shall not make any further investments or acquisitions, except for any capital expenditure or investments related to ordinary upgrade or maintenance work of the Drilling Unit.
Ownership
The Parent shall keep a hundred per cent (100%) ownership (capital and voting rights) of Seadrill Member;
Seadrill Partners and the Parent shall collectively control Seadrill Operating by owning one hundred per cent (100%) of the shares (vote and capital) in Seadrill Operating;
Seadrill Member shall solely continue to be “the Seadrill Member”;
Seadrill Operating shall own directly one hundred per cent (100%) of the shares (votes and capital) of the Borrower;
the Drilling Unit shall be owned by the Borrower.
Corrupt Practices
Each Obligor shall act in compliance with all applicable laws and regulations relating to bribery and corrupt practices and shall use all reasonable endeavours to procure that any person acting on its behalf acts in such manner in the course of acting for it.
Use of proceeds
No proceeds of Loan shall be made available, directly or indirectly, to or for the benefit of a Restricted Party nor shall they be otherwise, directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.
Parent support
The Parent undertakes to provide the Borrower all technical and commercial support and assistance necessary to ensure an ownership and operation by the Borrower of the Drilling Unit in compliance with the Finance Documents and any Charter Contract .
Accession by any Intra-Group Charterer
The Parent and the Borrower undertakes that to the extent any Intra-Group Charterer is appointed in terms of the Drilling Unit, such Intra-Group Charterer shall accede to this Agreement as Guarantor, with all related Security Documents being provided in respect of such Intra-Group Charterer.
Sanctions
Each Obligor shall ensure that none of their, nor any of their Subsidiaries’, respective directors, officers, employees, agents or representatives or any other persons acting on any of their behalf, is a person listed on any Sanctions List and in the event of non-compliance, the Borrower shall prepay in accordance with Clause 8.3 ( Sanctions ).
DRILLING UNIT COVENANTS
The Obligors give the undertakings set out in this Clause 24 to each Finance Party and such undertakings shall remain in force throughout the Security Period.

#    54 (54)


Exhibit 10.5 - Part II
EXECUTION VERSION

Minimum Market Value
The Obligors will procure that the Market Value of the Drilling Unit is at least one hundred and twenty five per cent (125%) of the sum of the Loans from the Closing Date and up until the Final Maturity Date.
Market Valuation of the Drilling Unit
The Borrower shall (at its own expense) (i) arrange for the Market Value of the Drilling Unit to be determined and valued for the purpose of every Compliance Certificate to be delivered to the Agent pursuant to Clause 21.2 ( Compliance Certificate ) for the financial quarters ending 30 June and 31 December each year and (ii), if an Event of Default has occurred and is continuing, upon the Agent’s request, arrange for the Market Value of the Drilling Unit to be determined.
Insurance
Each Obligor shall maintain or ensure that the Drilling Unit is insured against such risks, including the following risks; Hull and Machinery, Protection & Indemnity (including an adequate club cover for pollution liability as normally adopted by the industry for similar drilling units), Hull Interest and/or Freight Interest and War Risk (including piracy, terrorism and confiscation) insurances, in such amounts and currencies, on such terms (always applying Norwegian law and including the terms of the Nordic Marine Insurance Plan of 2013, (as amended from time to time)) and with such insurers (and re-insurers, if relevant) and placed through insurance brokers as the Agent shall approve as appropriate for an internationally reputable major drilling contractor. If any insurances are placed through captive vehicles, the Borrower needs to ensure that proper cut-through clauses are provided and that the Agent (on behalf of the Finance Parties) is granted an assignment over an re-insurances.
The insured value of the Drilling Unit shall at all times be at least equal to or higher than the Market Value of that Drilling Unit. The Hull and Machinery as combined with Hull Interest and Freight Interest and for War Risks shall at all times be at least equal to one hundred and twenty per cent (120.00%) of the Total Commitments.
The value of the Hull and Machinery insurance for the Drilling Unit shall cover at least eighty per cent (80.00%) of the Market Value of the Drilling Unit and shall at all times be at least equal to the Total Commitments.
The Borrower shall procure that the Agent (on behalf of the Finance Parties) is noted as first priority mortgagee and sole loss payee in the insurance contracts, together with the confirmation from the underwriters to the Agent that the notice of assignment with regards to the Insurances and the loss payable clauses (with a monetary threshold of USD twenty five million (25,000,000)) are noted in the insurance contracts and that standard letters of undertaking confirming this are executed by the insurers, always provided that the evidence thereof is in form and substance satisfactory to the Agent (on behalf of the Finance Parties). The Borrower shall provide the Agent with details of terms and conditions of the insurances and break down of insurers.
Not later than seven (7) days prior to the expiry date of the relevant Insurances, the Borrower shall procure the delivery to the Agent of a certificate from the insurance broker(s) or the Insurers, confirming that the Insurances referred to in paragraph a) have been renewed and taken out in respect of the Drilling Unit with insured values as required by paragraph b), that such Insurances are in full force and effect and that the Agent (on behalf of the Finance Parties) have been noted as first priority mortgagee by the relevant insurers.
The Agent may effect, at the Lenders’ expense and for the exclusive benefit of the Lenders, mortgagees’ interest insurance on such terms as the Agent may approve.
The Agent may, and if so directed by the Required Lenders shall, at the Borrower's expense and for the exclusive benefit of the Lenders, when the Drilling Unit is or may be located in an Area (as defined herein), insurance policies such as mortgagees’ additional perils and pollution insurance on such terms as the Agent may approve. The Borrower will notify the Agent in writing prior to a Drilling Unit entering an Area (as defined herein). The term “Area” will

#    55 (55)


Exhibit 10.5 - Part II
EXECUTION VERSION

mean the territorial waters of the United States of America or the Exclusive Economic Zone (as defined in the US Oil Pollution Act, 1990) or the territorial waters of any other jurisdiction having (in the Agent’s reasonable opinion) similar or comparable pollution or environmental protection legislation specified from time to time by the Agent to the Borrower.
If any of the Insurances referred to in paragraph (a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Drilling Unit any premiums due in respect of other drilling units under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other drilling units or vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Drilling Unit if and when so requested by the Agent.
The Borrower shall procure that the Drilling Unit is always employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe.
The Borrower will procure that no material changes are made to the Insurances described under paragraph (a) and (b) above without the prior written consent of the Agent (on behalf of the Lenders).
Each of the Insurances (including any structure relating to any captive vehicle, if relevant) shall be reviewed, at the cost of the Borrower, by the Lender’s insurance advisor on an annual basis on each date on which the Insurances are due for renewal, if so required by the Agent.
Alteration to the Drilling Unit
The Borrower shall ensure that the Drilling Unit is not materially altered except as necessary in the ordinary course of business and upon prior written notice to the Agent, and then only if and to the extent such alternation is carried out in accordance with the terms of the contractual obligations pertaining to the Drilling Unit existing at the Closing Date.
Conditions of the Drilling Unit
Each Obligor shall ensure that the Drilling Unit is maintained and preserved in good working order and repair and operated in accordance with good internationally recognized standards, complying with the ISM Code and the ISPS Code (to the extent applicable, and if not applicable, to conduct its affairs in accordance with prudent industry practices) and all other marine safety and other regulations and requirements from time to time applicable to rigs registered in the relevant Ship Registry under the relevant flag and applicable to rigs trading in any jurisdiction in which the Drilling Unit may operate from time to time.
Trading, Classification and repairs
The Obligors shall keep or shall procure that:
the Drilling Unit is kept in a good, safe and efficient condition and state of repair consistent with prudent ownership and management practice;
that the Drilling Unit maintains its class at the highest level with Det Norske Veritas, Lloyd’s Register, American Bureau of Shipping or another classification society approved by the Required Majority, free of any overdue recommendations and qualifications;
they comply with the laws, regulations (statutory or otherwise), constitutional documents, sanction regimes and international conventions applicable to the classification society, the Ship Registry, the Obligors (ownership,

#    56 (56)


Exhibit 10.5 - Part II
EXECUTION VERSION

operation, management and business) and to the Drilling Unit in any jurisdiction in which the Drilling Unit or the Obligors may operate from time to time;
(d)
the Drilling Unit does not enter the territorial waters (12 mile limit) of the United States of America unless (i) it is an emergency situation, (ii) if no Event of Default has occurred and is continuing, upon obtaining the prior written consent from the Agent, or (iii) if an Event of Default has occurred and is continuing, upon obtaining the prior written consent of the Lenders; and
they provide the Agent of evidence of such compliance upon request from the Agent.
Notification of certain events relating to the Drilling Unit
The Obligors shall immediately notify the Agent of:
any accident to the Drilling Unit involving repairs where the costs will or are likely to exceed USD twenty five million (25,000,000) (or the equivalent amount in any other currency);
any requirement or recommendation made by any insurer or classification society or by any competent authority which is not, or cannot be, immediately complied with;
any exercise or purported exercise of any capture, seizure, arrest or lien on any of the assets secured by the Security Documents; and
any occurrence as a result of which the Drilling Unit has become or is, by the passing of time or otherwise, likely to become a Total Loss.
Operation of the Drilling Unit
Each Obligor shall comply, and procure that any charter and manager complies in all material respects with all Environmental Laws and all other laws or regulations relating to the Drilling Unit, its ownership, operation and management or to the business of the Obligors and shall not employ the Drilling Unit nor allow its employment:
in any manner contrary to law or regulation in any relevant jurisdiction, including but not limited to laws, regulations and executive orders relation to the U.S. economic embargoes of countries, entities or individuals as administrated by the Treasury Department, Office of Foreign Assets Control; and
in the event of hostilities in any part of the world (whether war is declared or not), in any zone which is declared a war zone by any government or by the war risk insurers of the Drilling Unit unless the Borrower has (at its expense) effected any special, additional or modified insurance cover which shall be necessary or customary for good ship owners trading drilling units within the territorial waters of such country at such time and has provided evidence of such cover to the Agent.
ISM Code, ISPS Code etc.
The Borrower shall, and shall procure that any charter and/or manager comply with the ISM Code, ISPS Code, Marpol and any other international maritime safety regulation relevant to the operation and maintenance of the Drilling Unit and provides copies of certificates evidencing such compliance to the Agent upon written request thereof.
Inspections and class records
The Obligors shall permit, and shall procure that any charterers and/or managers permit, one person appointed by the Agent to inspect, upon the Agent giving prior written notice, the Drilling Unit once a year, as long as such inspection does not interfere with the operation of the Drilling Unit. The costs of such inspection shall be for the

#    57 (57)


Exhibit 10.5 - Part II
EXECUTION VERSION

account of the Lenders unless an Event of Default has occurred and is continuing, in which case it shall be for the account of the Borrower.
The Borrower shall instruct the classification society to send to the Agent, following a written request from the Agent, copies of all class records held by the classification society in relation to the Drilling Unit.
Surveys
The Borrower shall submit to or cause the Drilling Unit to be submitted to such periodic or other surveys as may be required for classification purposes and to ensure full compliance with regulations of the Ship Registry of the Drilling Unit and if consented to by the Agent pursuant to Clause 24.14 ( Ship Registry, name and flag ) such parallel Ship Registry of the Drilling Unit.
Arrest
The Obligors shall promptly pay and discharge:
all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against any of the Security Interests each Security Document creates or purports to create;
all tolls, taxes, dues, fines, penalties and other amounts charged in respect of any of the Security Interests each Security Document creates or purports to create; and
all other outgoings whatsoever in respect of any of the Security Interests each Security Document creates or purports to create,
and forthwith upon receiving a notice of arrest of any of the Drilling Unit, or their detention in exercise or purported exercise of any lien or claim, the Borrower shall procure its release by providing bail or providing the provision of security or otherwise as the circumstances may require.
Total Loss
In the event that the Drilling Unit shall suffer a Total Loss, the Obligors shall as soon as possible and in any event within ninety (90) days after the Total Loss Date, obtain and present to the Agent, a written confirmation from the relevant insurers that the claim relating to the Total Loss has been accepted in full, and the insurance proceeds shall be paid to the Agent for application in accordance with Clause 8.1 ( Total Loss or sale ).
Ship Registry, name and flag
The Borrower shall:
procure that the Drilling Unit is registered in the name of the Borrower in the relevant Ship Registry; and
not change ship registry, name or flag of the Drilling Unit or parallel register the Drilling Unit in any ship registry without the prior written consent of the Agent (on behalf of the Required Majority) (such consent not to be unreasonably withheld or delayed). If such change would be to a ship registry, flag, or parallel register other than any Ship Registry, then such change is subject to the prior written consent of the Lenders.
Management
A company being a wholly owned Subsidiary of the Parent shall continue to perform management services in respect of the Drilling Unit and neither a material change nor any other adverse change (having an adverse effect on the Finance Parties’ rights and/or obligations under the Finance Documents) to such existing management shall be made without the prior written consent of the Agent (not to be unreasonably withheld or delayed).

#    58 (58)


Exhibit 10.5 - Part II
EXECUTION VERSION

EVENTS OF DEFAULT
Each of the events or circumstances set out in this Clause 25 (except for clause 25.16) is an Event of Default.
Non-payment
Any of the Obligors does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:
its failure to pay is caused by administrative or technical error affecting the transfer of funds despite timely payment instructions by the Obligor; and
payment is made within three (3) Business Days of its due date.
Financial Covenants and Insurance
Any requirement in Clause 22 ( Financial Covenants ) and/or Clause 24.3 ( Insurance ) is not satisfied.
Other obligations
Any of the Obligors does not comply with any provision of the Finance Documents (other than those referred to in Clause 25.1 ( Non-payment ) and Clause 25.2 ( Financial Covenants and Insurance )).
No Event of Default under (a) above will occur if the failure to comply is (in the reasonable opinion of the Agent) capable of remedy and is remedied within thirty (30) calendar days of the earlier of the Agent giving notice to the Borrower or the Borrower becoming aware of the failure to comply.
Misrepresentations
Any representation, warranty or statement made or deemed to be made by any of the Obligors in the Finance Documents or any other document delivered by or on behalf of the Obligors under or in connection with any of the Finance Documents is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.
Cross default
Any Financial Indebtedness of any Obligor or any other member of the Group is not paid when due nor within any originally applicable grace period;
any Financial Indebtedness of any Obligor or any other member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);
any commitment for any Financial Indebtedness of any Obligor or any other member of the Group is cancelled or suspended by a creditor of any Obligor or other member of the Group as a result of an event of default (however described); or
any creditor of any Obligor or any other member of the Group is entitled to declare any Financial Indebtedness of any Obligor or any other member of the Group due and payable prior to its specified maturity as a result of an event of default (however described),
in circumstances where the aggregate amount of all such Financial Indebtedness referred to in all or any of sub-clauses (a) to (d) is USD twenty five million (25,000,000) or more.
Insolvency

#    59 (59)


Exhibit 10.5 - Part II
EXECUTION VERSION

Any of the Obligors or any other Material Subsidiary is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.
The value of the assets of any of the Obligors or any other Material Subsidiary is less than its liabilities (taking into account contingent and prospective liabilities).
A moratorium is declared in respect of any indebtedness of any of the Obligors or any other Material Subsidiary.
Insolvency proceedings
Any corporate action, legal proceedings or other procedure or step is taken in relation to:
the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme or arrangement or otherwise of any Obligor or any other Material Subsidiary;
an order of a competent court or an event analogous thereto, including without limitations a court order of commencement of rehabilitation proceedings (Chapter 11 in the US and similar provisions) is made or any effective resolution passed with a view to the bankruptcy, commencement of composition proceedings, debt negotiations, liquidation, winding-up, rehabilitation or similar event of an Obligor or any Material Subsidiaries;
a composition, compromise, assignment or arrangement with any creditor of any Obligor or any other Material Subsidiary;
the appointment of a liquidator, receiver, administrative receiver, administrator or other similar officer in respect of any Obligor or any other Material Subsidiary; or
enforcement of any Security Interest over any assets of any Obligor or any other Material Subsidiary.
Creditor’s process
Any maritime lien or other lien (not being a Permitted Encumbrances), expropriation, injunction restraint, arrest attachment, sequestration, distress or execution affects any asset secured by the Security Documents or undertakings, property, assets, rights or revenues (not secured by the Security Documents) of any Obligor and is not discharged within thirty (30) days after any Obligor becoming aware of the same unless the Finance Parties have been provided with additional security in such form and substance and for such amounts as the Finance Parties may require.
Unlawfulness and invalidity
It is or becomes unlawful or impossible for any Obligor and/or any of the other parties to any of the Security Documents to perform any of their respective obligations under the Finance Documents or for the Agent exercise any right or power vested to it under the Finance Documents.
Cessation of business
Any Obligor (whether by one or a series of transactions) suspends, changes or ceases to carry on (or threatens to suspend, change or cease to carry on) all or a material part of its business.
Material adverse change
Any event or condition or circumstance or series of events or conditions or circumstances occur which, in the reasonable opinion of the Required Majority, has or may have a Material Adverse Effect.
Authorisation and consents

#    60 (60)


Exhibit 10.5 - Part II
EXECUTION VERSION

Any authorisation, licence, consent, permission or approval required in connection with the entering into, validity, enforcement, completion or performance of any of the Finance Documents or any transactions contemplated thereby is revoked, terminated or modified or otherwise cease to be in full force and effect.
Loss of Property
Any substantial part of an Obligor’s and/or of a Material Subsidiary’s business or assets is destroyed, abandoned, seized, appropriated or forfeited or the authority or ability of any member of the Group to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any member of the Group or any of its assets which in the opinion of the Agent or the Required Majority has or could reasonably be expected to have, if adversely determined, a Material Adverse Effect.
Litigation
There is current, pending or threatened any claims, litigation, arbitration or administrative proceedings against any Obligor which in the opinion of the Agent or the Required Majority has or could reasonably be expected to have, if adversely determined, a Material Adverse Effect.
Failure to comply with final judgment
Any of the Obligors fails within five (5) Business Days after becoming obliged to do so to comply with or pay any sum in an amount exceeding USD 20,000,000 (or the equivalent in any other currencies) due from it under any final judgement or any final order (being one against which there is no right of appeal or if a right of appeal exists the time limit for making such appeal has expired and no appeal has been dismissed) made or given by any court of competent jurisdiction, provided, however, that such event shall not be deemed to constitute an Event of Default if the Obligor is entitled to insurance cover for the whole of such sum and the relevant insurers have confirmed liability and undertaken to make payment of the whole of such sum in writing to the person(s) entitled to payment and it is likely (in the reasonable opinion of the Required Majority) that the insurers will be able to make such payment within sixty (60) days.
Acceleration
Upon the occurrence of an Event of Default which is continuing, the Agent may, and shall if so directed by the Required Majority, by written notice to the Borrower:
cancel the Total Commitments whereupon they shall immediately be cancelled;
declare that all or part of the Loan together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents, be either immediately due and payable and/or payable upon demand, whereupon they shall become either immediately due and payable or payable on demand;
start enforcement in respect of the Security Interests established by the Security Documents; and/or
without prejudice to any of the other rights of the Lenders take any other action, with or without notice to the Borrower, exercise any other right or pursue any other remedy conferred upon the Agent or the Finance Parties by any of the Finance Documents or by any applicable law or regulation or otherwise as a consequence of such Event of Default.
CHANGES TO THE PARTIES
No assignment by the Obligors
None of the Obligors may assign or transfer or cause or permit to be assumed any part of, or any interest in, its rights and/or obligations under the Finance Documents.

#    61 (61)


Exhibit 10.5 - Part II
EXECUTION VERSION

Assignments and transfers by the Lenders
A Lender (the “ Existing Lender ”) may, at any time assign, transfer or have assumed its rights or obligations under the Finance Documents (a “Transfer ”), to:
another Existing Lender, an Affiliate of an Existing Lender;
another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “ New Lender ”), subject to consent of the Borrower and the Agent (such consents not to be unreasonably withheld or delayed and which shall be deemed to have been given fifteen (15) Business Days after being sought unless expressly refused within that period);
regardless of (b) above, to any New Lender (as described in (b) above) if (i) an Event of Default has occurred and is continuing or (ii) to the extent that such transfer or assignment is in connection with the implementation of any securitisation, covered bond program or any similar or equivalent transaction;
in a minimum transfer amount of USD 15,000,000.
Any assignment and transfer made by any of the Lenders shall be made by way of an assignment and transfer, and shall not constitute a novation.
Additional conditions of assignment or transfer
An assignment or transfer will only be effective on the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
Assignment or transfer fee
Unless the Agent otherwise agrees and excluding an assignment or transfer to an Affiliate of a Lender, the New Lender shall, on the date upon which an assignment or transfer takes place pay to the Agent (for its own account) a fee of USD three thousand (3,000).
Limitations of responsibility of Existing Lenders
The Obligors’ performance, etc.
Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to the New Lender for:
the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;
the financial condition of the Obligors;
the performance and observance by any of the Obligors of its obligations under the Finance Documents or any other documents; or
the accuracy of any statements (whether written or oral) made in or in connection with the Finance Documents or any other document.
New Lender’s own credit appraisal, etc.
Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

#    62 (62)


Exhibit 10.5 - Part II
EXECUTION VERSION

has made (and will continue to make) its own independent investigation and assessment of the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
will continue to make its own independent appraisal of the creditworthiness of the Obligors and their related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
Re-transfer to an Existing Lender, etc.
Nothing in any Finance Document obliges an Existing Lender to:
accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 26; or
support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.
Procedure for transfer
Any Transfer shall be effected as follows:
the Existing Lender must notify the Agent of its intention to Transfer all or part of its rights and obligations by delivering a duly completed Transfer Certificate to the Agent duly executed by the Existing Lender and the New Lender;
subject to Clause 26.2 ( Assignments and transfers by the Lenders ), the Agent shall as soon as reasonably possible after receipt of a Transfer Certificate execute the Transfer Certificate and deliver a copy of the same to each of the Existing Lender and the New Lender; and
subject to Clause 26.2 ( Assignments and transfers by the Lenders ), the Transfer shall become effective on the Transfer Date.
Effects of the Transfer
On the Transfer Date:
to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its rights and obligations under the Finance Documents, the Obligors and the Existing Lender shall be released from further obligations to one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (the “ Discharged Rights and Obligations ”), but the existing obligations owed by the Obligors under the Finance Documents shall not be released;
the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Obligors and the New Lender have assumed and/or acquired the same instead of the Obligors and the Existing Lender;
the Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an original Lender hereunder with the rights and/or obligations acquired or assumed by it as a result of the Transfer and to that extent the Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
the New Lender shall become a Party as a “ Lender ”.

#    63 (63)


Exhibit 10.5 - Part II
EXECUTION VERSION

Further assurances
Each of the Obligors undertakes to procure that in relation to any Transfer, each of the Obligors shall (at its own cost) at the request of the Agent execute such documents as may in the discretion of the Agent be necessary to ensure that the New Lender attains the benefit of the Finance Documents.
Disclosure of information
Any Lender may disclose:
to any of its Affiliates, branches, subsidiaries, its parent company, head office or regional office (together the “ Permitted Parties ”) and a potential assignee, provided that such disclosure to a potential assignee shall, except if an Event of Default has occurred or is occurring, be subject to the prior written approval by the Borrower if such potential assignee is not an Affiliate of any of the Lenders;
to an entity or person (or their agent) with whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to this Agreement or any of the Obligors, provided that such disclosure shall, except if an Event of Default has occurred or is occurring, be subject to the prior written approval by the Borrower unless made to an Affiliate of any of the Lenders;
to auditors or professional advisers or service providers employed in the normal course of a Permitted Party’s business who are under a duty of confidentiality to the Permitted Parties;
to any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to any Permitted Party; and
to whom, to the extent that, information is required to be disclosed by (i) any law or applicable court or (ii) any governmental, supervisory or regulatory body with jurisdiction over the Permitted Party,
such information about the Obligors and the Finance Documents as that Lender shall consider appropriate.
HEDGING AGREEMENTS
Requirements to Hedging Agreements and payment of hedging liabilities
The Hedging Agreements shall provide that the relevant Hedging Provider shall if so requested by the Agent following the serving of a notice by the Agent in accordance with Clause 25.16 ( Acceleration ), terminate any transaction entered into under the relevant Hedging Agreement.
Unless and until the date the Agent has served a notice in accordance with Clause 25.16 ( Acceleration ), no Obligor (and the Parent shall ensure that no member of the Group will) make any payment or distribution in respect of any hedging liability except for scheduled payments arising under the original terms of the relevant Hedging Agreement, or subject to unwinding of transactions thereunder.
If an amount falls due from a Hedge Counterparty to an Obligor on or following an Enforcement Action (as defined in Clause 27.3 ( Restrictions on enforcement )) or the termination of any transaction under a Hedging Agreement, that Hedge Counterparty shall pay that amount to the Agent for further application in accordance with Clause 30 ( Payment Mechanics ).
Hedge Counterparties

#    64 (64)


Exhibit 10.5 - Part II
EXECUTION VERSION

Where this Agreement or any other Finance Document imposes an obligation on a Hedge Counterparty and the relevant Hedge Counterparty is an Affiliate of a Mandated Lead Arranger and is not a party to that document, the relevant Mandated Lead Arranger shall ensure that the obligation is performed by its Affiliate.
No Hedge Counterparty may assign any of its rights, or transfers or novate any of its rights and obligations (as the case may be) under the Finance Documents other than by way of a novation (Nw. overdragelse av rettigheter og forpliktelser ) to another Hedge Counterparty.
Restrictions on enforcement
No Hedge Counterparty shall take any Enforcement Actions in relation to a Hedging Agreement unless an Event of Default has occurred and is continuing and the Agent has served a notice in accordance with Clause 25.16 ( Acceleration ).
Paragraph (a) does not apply to the exercise of any right to terminate or close out any hedging transaction under the Hedging Agreements before its stated maturity if:
the relevant Borrower has not paid when due or within any applicable grace period an amount of any hedging liability; or
an Event of Default pursuant to Clause 25.7 ( Insolvency proceedings ) has occurred and has not been remedied or waived within thirty (30) days of commencement.
The term “ Enforcement Action ” shall in this Clause 27 mean any action described in Clause 25.16 ( Acceleration ), the declaration of an early termination date (howsoever described in a Hedging Agreement) resulting from an event of default (howsoever described in a Hedging Agreement) (an “ Early Termination Date ”) under any Hedging Agreement or demand for payment of all or part of any amount which would become payable following an Early Termination Date.
ROLE OF THE AGENT
Appointment and authorisation of the Agent
Each Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents (including, but not limited to, the Security Documents).
Each Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
Duties of the Agent
The Agent shall not have any duties or responsibilities except those expressly set forth in the Finance Documents, and the Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall:
promptly forward to a Party the original or a copy of any document which is delivered to it in its capacity as Agent for the attention of that Party by another Party;
supply the other Finance Parties with all material information which the Agent, in its capacity as Agent, receives from the Obligors;
if it receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance is a Default, promptly notify the Finance Parties; and

#    65 (65)


Exhibit 10.5 - Part II
EXECUTION VERSION

if the Agent is aware of any non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent) it shall promptly notify the other Finance Parties.
The Agent further agrees to act as security agent on behalf of the Lenders under and in connection with the Security Documents, hereunder in connection with the signing, execution and enforcement of the Security Documents.
Relationship - Agent
The relationship between the Agent and the other Finance Parties is that of agent and principal only. Nothing in this Agreement shall be construed as to constitute the Agent or the Finance Parties as trustee or fiduciary or a trust for any other person, and neither the Agent nor the Finance Parties shall be bound to account to any Finance Party for any sum or the profit element of any sum received by it for its own account.
Business with the Obligors
The Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Obligors.
Rights and discretions of the Agent
The Agent may rely on:
any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
The Agent may assume (unless it has received notice to the contrary in its capacity as Agent for the Lenders) that:
no Event of Default has occurred (unless it has actual knowledge of an Event of Default under Clause 25.1 ( Non-payment )); and
any right, power, authority or discretion vested in any Party or the Required Majority has not been exercised.
The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
The Agent may act in relation to the Finance Documents through its personnel and agents.
The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
Without prejudice to the generality of paragraph (e) above, the Agent:
may disclose; and
on the written request of the Parent or the Required Majority, shall, as soon as reasonably practicable, disclose,
the identity of a Defaulting Lender to the Parent and to the other Finance Parties.
Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of duty of confidentiality or render it liable to any person.

#    66 (66)


Exhibit 10.5 - Part II
EXECUTION VERSION

Required Majority’ instructions
Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Required Majority (or, if so instructed by the Required Majority, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts in accordance with an instruction of the Required Majority.
Unless a contrary indication appears in a Finance Document, any instructions given by the Required Majority will be binding on all the Finance Parties.
The Agent may refrain from acting in accordance with the instructions of the Required Majority (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.
In the absence of instructions from the Required Majority (or, if appropriate, the Lenders) the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.
The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.
For so long as a Defaulting Lender has an Available Commitment, in ascertaining:
(i)
the Required Majority; or
(ii)
whether:
(A)
any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments under the relevant Facility; or
(B)
the agreement of any specified group of Lenders,
has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents,
that Defaulting Lender's Commitment under the relevant Facility will be reduced by the amount of its Available Commitments under the relevant Facility and, to the extent that that reduction results in that Defaulting Lender's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above.
For the purposes of this Clause 28.6 the Agent may assume that the following Lenders are Defaulting Lenders:
(i)
any Lender which has notified the Agent that it has become a Defaulting Lender;
(ii)
any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of "Defaulting Lender" has occurred,
unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.
Responsibility for documentation
The Agent:

#    67 (67)


Exhibit 10.5 - Part II
EXECUTION VERSION

is not responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent on behalf of a Party, the Obligors or any other person in or in connection with any Finance Document; and
is not responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made in anticipation of or in connection with any Finance Document.
Exclusion of liability
Without limiting paragraph (b) below, the Agent will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.
No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee and agent of the Agent may rely on this Clause 27.
The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.
Nothing in this Agreement shall oblige the Agent to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent.
Lenders’ indemnity to the Agent
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then reduced to zero, to its share of the Total Commitments immediately prior to their reduction to zero), indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document).
Resignation of the Agent
The Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.
Alternatively the Agent may, upon prior written consent of the Borrower, such consent not to be unreasonably withheld, resign by giving notice to the other Finance Parties and the Borrower in which case the Required Majority (after consultation with the Borrower) may appoint a successor agent.
If the Required Majority have not appointed a successor agent in accordance with paragraph b) above within thirty (30) days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor agent.
The retiring Agent shall, at its own cost, make available to the successor agent such documents and records and provide such assistance as the successor agent may reasonably request for the purposes of performing its functions as agent under the Finance Documents.

#    68 (68)


Exhibit 10.5 - Part II
EXECUTION VERSION

The Agent’s resignation notice shall only take effect upon appointment of a successor.
Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 27. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
After consultation with the Borrower the Required Majority may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above.
The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
the Agent fails to respond to a request under Clause 13.4 ( FATCA Information ) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
the information supplied by the Agent pursuant to Clause 13.4 ( FATCA Information ) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,
and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.
Confidentiality
In acting as agent for the Finance Parties the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.
Credit appraisal by the Lenders
Without affecting the responsibility of the Obligors for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document, including (without limitation):
the financial condition, status and nature of the Obligors;
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents

#    69 (69)


Exhibit 10.5 - Part II
EXECUTION VERSION

or any other agreement, arrangement or document, entered into, made or executed in anticipation of, under or in connection with any Finance Document.
Conduct of business of the Finance Parties
No provision of this Agreement will:
interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or to the extent, order or manner of any claim; or
oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
SHARING AMONG THE FINANCE PARTIES
Payment to Finance Parties
If a Finance Party (a “ Recovering Finance Party ”) receives or recovers any amount from any of the Obligors other than in accordance with Clause 30 ( Payment mechanics ) and applies that amount to a payment due under the Finance Documents then:
the Recovering Finance Party shall promptly, within three (3) Business Days, notify details of the receipt or recovery to the Agent;
the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received by or made by the Agent and distributed in accordance with Clause 30 ( Payment mechanics ), without taking account of Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and
the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “ Sharing Payment ”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 30.5 ( Partial payments ).
Redistribution of payments
The Agent shall treat the Sharing Payment as if it had been paid by any of the Obligors, as the case may be, and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 30.5 ( Partial payments ).
Recovering Finance Party’s rights
On a distribution by the Agent under Clause 29.2 ( Redistribution of payments ), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.
If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the Borrower shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.
Reversal of redistribution
If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

#    70 (70)


Exhibit 10.5 - Part II
EXECUTION VERSION

each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 29.2 ( Redistribution of payments ) shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and
that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Borrower will be liable to the reimbursing Finance Party for the amount so reimbursed.
Exceptions
This Clause 29 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 29, have a valid and enforceable claim against the relevant Obligor.
A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal proceedings, if:
it notified that other Finance Party of the legal proceedings; and
that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did do so as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.
PAYMENT MECHANICS
Payments to the Agent
All payments by the Obligors or a Lender under the Finance Documents, including but not limited to repayments, interests, guarantee premiums and fees, shall be made:
to the Agent to its account with such office or bank as the Agent may from time to time designate in writing to the relevant Obligor or a Lender for this purpose; and
for value on the due date at such times and in such funds as the Agent may specify to the Party concerned as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
Distributions by the Agent
Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 30.3 ( Distributions to the Borrower ) and 30.4 ( Clawback ), be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement, to such account as that Party may notify to the Agent by not less than five (5) Business Days’ notice.
Distributions to the Borrower
The Agent may (with the consent of the Borrower or in accordance with Clause 31 ( Set-off )), apply any amount received by it for the Obligors in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Obligors under the Finance Documents or in or towards purchase of any amount of currency to be so applied.
Clawback
Where a sum is to be paid to the Agent under the Finance Documents for distribution to another Party, the Agent is not obliged to pay that sum to that other Party until it has been able to establish to its satisfaction that it has actually received that sum.

#    71 (71)


Exhibit 10.5 - Part II
EXECUTION VERSION

If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount was paid by the Agent shall on demand refund the same amount to the Agent, together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.
Partial payments
If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of the Obligor under the Finance Documents in the following order:
firstly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documents (save for fees, costs and expenses under the Secured Hedging Agreements);
secondly, in or towards payment pro rata of any accrued interest (including default interest), fees or commissions due but unpaid under this Agreement;
thirdly, in or towards payment pro rata of any principal due but unpaid and indemnification due but unpaid under this Agreement;
fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents (except for under the Secured Hedging Agreements); and
fifthly, in or towards payment pro rata of any sum due but unpaid under the Secured Hedging Agreements.
Application following an Event of Default
Following an Event of Default, all monies received by the Agent shall be applied in the following order:
firstly, in respect of all costs and expenses whatsoever incurred by the Agent in connection with or incidental to the enforcement of any Finance Document (save for fees, costs and expenses under the Secured Hedging Agreements);
secondly, in or towards payment pro rata of any other unpaid fees, costs and expenses of the Agent under the Finance Documents (save for fees, costs and expenses under the Secured Hedging Agreements;
thirdly, in or towards satisfaction of all prior claims (being any claims, liabilities or debts owed or taking priority in respect of such proceeds over the Security Interests constituted by the Security Documents) secured in the Finance Parties’ secured assets;
fourthly, in or towards payment pro rata of any accrued interest (including default interest), fee or commission due but unpaid under this Agreement;
fifthly, in or towards payment pro rata of any principal due but unpaid and indemnification due but unpaid under this Agreement;
sixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents (except for under the Secured Hedging Agreements);
s, in or towards payment pro rata of any sum due but unpaid under the Secured Hedging Agreements; and
finally, the balance (if any) to the Borrower or to its order.
No set-off by the Obligors

#    72 (72)


Exhibit 10.5 - Part II
EXECUTION VERSION

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
Payment on non-Business Days
Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.
Currency of account
The Obligors shall pay:
any amount payable under this Agreement, except as otherwise provided for herein, in USD; and
all payments of costs and Taxes in the currency in which the same were incurred.
Exclusion of liability
The Lenders shall not be liable for any failure to perform the whole or any part of this Agreement resulting directly or indirectly from action of any government or governmental or local authority, or any general strike, lockout, boycott and blockade affecting any of the Lenders or their employees.
SET-OFF
A Finance Party may, to the extent permitted by applicable law, set off any matured obligation due from any Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any credit balance on any account that Obligor has with that Finance Party or against any other obligations owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
NOTICES
Communication in writing
Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by telefax, e-mail or letter. Any such notice or communication addressed as provided in Clause 32.2 ( Addresses ) will be deemed to be given or made as follows:
if by letter, when delivered at the address of the relevant Party;
if by e-mail, when received
however, a notice given in accordance with the above but received on a day which is not a Business Day or after 16:00 hours in the place of receipt will only be deemed to be given at 9:00 hours on the next Business Day in that place.
Addresses
Any communication or document to be made under or in connection with the Finance Documents shall be made or delivered to the address and telefax number of each Party and marked for the attention of the department or persons set out below and, in case of any Lender or any New Lender to the address notified to the Agent:

#    73 (73)


Exhibit 10.5 - Part II
EXECUTION VERSION

If to the Agent:        DNB Bank ASA
Dronning Eufemias gate 30,
0191 Oslo,
Norway

Attn.: Credit Middle Office and Agency
Tel no. + 47 48014249
Fax no. + 47 24050401
Email: anne-lise.iversen@dnb.no

and specifically relating to insurance matter with a pdf. copy to depot.corporate.insurance@dnb.no

If to the Borrower:        Seadrill Polaris Ltd.
c/o Seadrill Management Ltd.
2nd Floor Building 11
Chiswick Business Park
566 Chiswick High Road
London W4 5YS
United Kingdom
Att: Jonas Ytreland

Tel: +44 (0)20 8811 4700
Fax: +44 (0)20 8811 4701
Email: jonas.ytreland@seadrill.com

or any substitute address and/or telefax number and/or marked for such other attention as the Party may notify to the Agent (or the Agent may notify the other Parties if a change is made by the Agent) by not less than five (5) Business Days’ prior notice.
Communication with the Obligors
All communication from or to any of the Obligors shall be sent through the Agent and the Agent may direct any information to any of the Obligors by communication to the Borrower.
Language
Communication to be given by one Party to another under the Finance Documents shall be given in the English language or, if not in English and if so required by the Agent, be accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document.
Electronic communication
Any communication to be made between the Agent, a Finance Party and an Obligor under or in connection with the Finance Documents may be made by electronic mail or other electronic means, including by way of publication on recognised web-page to which all Finance Parties have been granted access, if the Agent, the relevant Finance Party and the relevant Obligor (as the case may be):
agree that, unless and until notified to the contrary, this is to be an accepted form of communication;
notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

#    74 (74)


Exhibit 10.5 - Part II
EXECUTION VERSION

notify each other of any change to their address or any other such information supplied by them.
Any electronic communication made between the Agent, a Lender and an Obligor will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender or an Obligor to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.
For the purpose of the Finance Documents, an electronic communication will be treated as being in writing. Each Party may rely without further inquiry on the senders’ due authorisation in connection with any e-mail messages it receives on behalf of the other Party. Each Party shall also, subject to the terms and conditions of this Agreement, be authorised to communicate by e-mail with any third parties who may be involved in this transaction or affected by the Finance Documents. Each Party confirms that it is aware of the fact that information by way of electronic exchange is transmitted unencrypted over a publicly accessible network, and that it acknowledges all the risks connected therewith (including but not limited to the fact that a bank relation (as such terms is used in the context of Swiss banking secrecy legislation) could be identified).
CALCULATIONS
All sums falling due by way of interest, fees and commissions under the Finance Documents accrue from day-to-day and shall be calculated on the basis of the actual number of days elapsed and a calendar year of 360 days. The calculations made by the Agent of any interest rate or any amount payable pursuant to this Agreement shall be conclusive and binding upon the Borrower in the absence of any manifest error.
MISCELLANEOUS
Partial invalidity
If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provisions under any law of any other jurisdiction will in any way be affected or impaired.
Remedies and waivers
No failure to exercise, nor any delay in exercising on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
Amendments, consents and waivers
Required consents
Subject to Clause 34.3.2 ( Exceptions ), any term of the Finance Documents may be amended, consented to or waived only with the written consent of the Required Majority, the Obligors and any such amendment will be binding on all Parties.
The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 34.3.1.
Exceptions
An amendment to or waiver that has the effect of changing or which relates to:
the definition of “Required Majority”;
an extension of the date of any payment of any amount under the Finance Documents;

#    75 (75)


Exhibit 10.5 - Part II
EXECUTION VERSION

a reduction in the Applicable Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;
an increase in or extension of any Lenders’ Commitment;
a term of the Finance Documents which expressly requires the consent of all the Lenders;
a proposed substitution or replacement of any of the Obligors;
Clause 2.2 ( Finance parties’ rights and obligations );
release of any Guarantors, any Guarantees provided by the Guarantors pursuant to this Agreement, the Guarantee Obligations or any Security Interest under any Security Document; and/or
this Clause 34.3,
shall not be made without the prior written consent of all the Lenders.
The Borrower shall (for its own cost) have the right, in the absence of a Default or Event of Default, to replace any Lender that refuses to consent to certain amendments or waivers of this Agreement which expressly require the consent of such Lender and which have been approved by the Required Majority, with a New Lender(if relevant).
If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any of the terms of any Finance Documents (other than an amendment or waiver referred to in letters (a) and (h) above) or another vote required by the Lenders under the terms of this Agreement within 15 Business Days (unless the Borrower and the Agent agree to a longer time period in relation to any request) of that request being made, its Commitment and/or participation shall not be included for the purpose of calculating the Total Commitments or participations under the relevant Facility when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments and/or participations has been obtained to approve that request.
An amendment or waiver which relates to the rights or obligations of the Agent may not be effected without the written consent of the Agent.
Disclosure of information and confidentiality
In addition to the information that may be disclosed by a Lender pursuant to Clause 26.9 ( Disclosure of information ), each of the Finance Parties may disclose to each other or to their professional advisers any kind of information which the Finance Parties have acquired under or in connection with any Finance Document. The Parties are obliged to keep confidential all information in respect of the terms and conditions of this Agreement. This confidentiality obligation shall not apply to any information which:
is publicised by a Party as required by applicable laws and regulations or the rules of any relevant stock exchange;
has entered the public domain or is publicly known, provided that such information is not made publicly known by the receiving Party of such information; or
was or becomes, as the Party is able to demonstrate by supporting documents, available to such Party on a non-confidential basis prior to the disclosure thereof;
Process Agent
Each Obligor hereby irrevocably:

#    76 (76)


Exhibit 10.5 - Part II
EXECUTION VERSION

appoints Seadrill Offshore AS as its agent for the service of process and/or any other writ, notice, order or judgment in respect of this Agreement and/or the matters arising herefrom and any other Finance Documents governed by the laws of Norway; and
agrees that failure by such process agent to notify the Agent of the process will not invalidate the proceedings concerned.
If any process agent appointed pursuant to this Clause 34.5 ( Process Agent ) (or any successor thereto) shall cease to exist for any reason where process may be served, the Obligor will forthwith appoint another process agent with an office in Norway where process may be served and will forthwith notify the Agent thereof.
Conflict
In case of conflict between the Security Documents and this Agreement, the provisions of this Agreement shall prevail, provided however that this will not in any way be interpreted or applied to prejudice the legality, validity or enforceability of any Security Document.
Counterparts
Each Finance Document may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.
GOVERNING LAW AND ENFORCEMENT
Governing law
This Agreement shall be governed by Norwegian law.
Jurisdiction
For the benefit of each Finance Party, each of the Obligors agrees that the courts of Oslo, Norway have jurisdiction to settle any dispute arising out of or in connection with the Finance Documents including a dispute regarding the existence, validity or termination of this Agreement, and each of the Obligors accordingly submits to the non-exclusive jurisdiction of the Oslo District Court ( Oslo tingrett ).
Nothing in this Clause 35.2 shall limit the right of the Finance Parties to commence proceedings against any of the Obligors in any other court of competent jurisdiction. To the extent permitted by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.
* * *

#    77 (77)


Exhibit 10.5 - Part II
EXECUTION VERSION

SIGNATORIES:

The Borrower:
 
Seadrill Polaris Ltd.


By:
Name:
Title:
 
The Parent:
 
Seadrill Limited


By:
Name:
Title:
 
 
 
The Agent, Lender, Mandated Lead Arranger, Coordinator and Bookrunner:

DNB Bank ASA


By:
Name:
Title:
 
The Lender, Bookrunner and Mandated Lead Arranger:

Nordea Bank AB, London Branch


By:
Name:
Title:

The Lenders and Mandated Lead Arrangers:


#    78 (78)


Exhibit 10.5 - Part II
EXECUTION VERSION

BNP Paribas


By:
Name:
Title:

Deutsche Bank AG Filiale Deutschlandgesch ä ft


By:
Name:
Title:

ING Belgium SA/NV


By:
Name:
Title:

Norddeutsche Landesbank Girozentrale


By:
Name:
Title:

Skandinaviska Enskilda Banken AB (Publ)


By:
Name:
Title:

Swedbank AB (Publ)

By:
Name:
Title:


#    79 (79)


Exhibit 10.5 - Part II
EXECUTION VERSION

The Lenders:

Credit Agricole Corporate and Investment Bank


By:
Name:
Title:


ITF International Transport Finance Suisse AG


By:     
Name:
Title:

The Hedge Counterparties
Deutsche Bank AG

By: _________________________________
Name:
Title:

Nordea Bank Finland Plc.

By: _________________________________
Name:
Title:



Schedule 1     
LENDERS AND COMMITMENTS

#    80 (80)


Exhibit 10.5 - Part II
EXECUTION VERSION

Name of Lenders:
Title:
Revolving Facility Commitment (B)
Term Loan Commitment (A)
Commitment
Lenders:
 
 
 
 
1.      DNB Bank ASA
Mandated Lead Arranger, Bookrunner, Lender and Agent
USD 15,476190.49
USD 49,523,809.51
USD 65,000,000.00
2.      Nordea Bank AB, London Branch
Mandated Lead Arranger, Bookrunner, Lender and Agent
USD 15,476,190.49
USD 49,523,809.51
USD 65,000,000.00
3.      BNP Paribas S.A.
Mandated Lead Arranger and Lender
USD 9,523,809.52
USD 30,476,190.46
USD 40,000,000.00
4.      Deutsche Bank AG Filiale Deutschlandgesch ä ft
Mandated Lead Arranger and Lender
USD 9,523,809.52
USD 30,476,190.46
USD 40,000,000.00
5.      ING Bank N.V.
Mandated Lead Arranger and Lender
USD 9,523,809.52
USD 30,476,190.46
USD 40,000,000.00
6.      Norddeutsche Landesbank Girozentrale
Mandated Lead Arranger and lender
USD 9,523,809.52
USD 30,476,190.46
USD 40,000,000.00
7.      Skandinaviska Enskilda Banken AB (Publ)
Mandated Lead Arranger and Lender
USD 9,523,809.52
USD 30,476,190.46
USD 40,000,000.00
8.      Swedbank AB (Publ)
Mandated Lead Arranger and Lender
USD 9,523,809.52
USD 30,476,190.46
USD 40,000,000.00
9.      Credit Agricole Corporate and Investment Bank
Lender
USD 5,952,380.95
USD 19,047,619.05
USD 25,000,000.00
10.      ITF International Transport Finance Suisse AG
Lender
USD 5,952,380.95
USD 19,047,619.05
USD 25,000,000.00
Total Commitments:
 
USD 100,000,000.00
USD 320,000,000.00
USD 420,000,000.00

Schedule 2     
BORROWER AND GUARANTORS

Namer of Guarantors
Registration number (or equivalent, if any) and address
Original Jurisdiction
Seadrill Limited
36832
4th Floor, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08
Bermuda


#    81 (81)


Exhibit 10.5 - Part II
EXECUTION VERSION

Name of Borrower
Registration number
(or equivalent, if any) and address
Original Jurisdiction
Seadrill Polaris Ltd.
41813

4th   Floor, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08
Bermuda
SCHEDULE 1     
THE DRILLING UNIT

DRILLSHIP
Name, type and IMO number
Drilling Unit Owner, Intra-Group Charterer
Charter Contracts
(Existing and next contract)
Structure, contract date, duration, day rate in USD and options
End-user
Built and Ship Registry
Average Market Value in USD
West Polaris
Drilling Unit Owner :
Seadrill Polaris Ltd. (Bermuda)

Existing contract:
Day rate:
Effective:
Expiration:
Next contract: N/A
Existing contract:
Drilling contract with ExxonMobil Deepwater Rig Ltd.
Built 2018
Panama
MUSD 605
(Clarkson Valuations Limited: MUSD 560-590)
(Fearnleys: MUSD 620-650)

#    82 (82)


Exhibit 10.5 - Part II
EXECUTION VERSION


SCHEDULE 2     
CONDITIONS PRECEDENT
Part I     
( Conditions precedent to the delivery of the first Drawdown Notice ) – All previously satisfied, definitions as per the Closing Date
 
1. Relating to the Borrower

No.
Description
Action
Status
(a)     
a notarized copy of its articles of incorporation together with its complete by-laws up to date or other relevant document which verifies its constitution under the laws of Bermuda
 
 
(b)     
a notarized copy of the resolutions of its board of directors approving the terms of, and the transactions contemplated by, this Agreement and resolving that it executes the aforementioned agreements and the Finance Documents and any other document to which it is a party and authorising specified persons to execute the aforementioned documents on its behalf and to sign and/or despatch necessary documents and notices (including the Drawdown Notices and any Selection Notice)
 
 
(c)     
a power of attorney for the execution of the Finance Documents
 
 
(d)     
a notarized copy of the passports of its directors and its authorised representatives together with proof of their address and any other identification or similar document any Lender may reasonably require on the basis of mandatory regulatory laws of the country of such Lender
 
 
(e)     
any necessary approval, authorizations and consents required by any government or other authority in order for the Borrower to enter into and perform its obligations under any relevant document to which it is a party
 
 
(f)     
the Compliance Certificate for the Borrower
 
 

2. Relating to the Guarantor


#    83 (83)


Exhibit 10.5 - Part II
EXECUTION VERSION

No.
Description
Action
Status
(g)     
a notarized copy of its articles of incorporation together with its complete by-laws up to date or other relevant document which verifies its constitution under the laws of Bermuda
 
 
(h)     
a notarized copy of the resolutions of its board of directors approving the terms of, and the transactions contemplated by this Agreement and resolving that it execute the Finance Documents and any other document to which it is a party and authorising specified persons to execute the aforementioned documents on its behalf and to sign and/or despatch necessary documents and notices
 
 
(i)     
a power of attorney for the execution of the Finance Documents
 
 
(j)     
a notarized copy of the passports of its directors and authorised representatives together with proof of their address and any other identification or similar document any Lender may reasonably require on the basis of mandatory regulatory laws of the country of such Lender
 
 
(k)     
any necessary approval, authorizations and consents required by any government or other authority in order for the Guarantor to enter into and perform its obligations under any relevant document to which it is a party
 
 
(l)     
the Original Financial Statements and the Compliance Certificate for the Guarantor
 
 


3. Relating to the Charter Guarantor


#    84 (84)


Exhibit 10.5 - Part II
EXECUTION VERSION

No.
Description
Action
Status
(m)     
a copy of its articles of incorporation together with its complete by-laws up to date or other relevant document which verifies its constitution under the laws of Bermuda
 
 
(n)     
a copy of the resolutions of its board of directors approving the execution of the the Charter Guarantee and any other document to which it is a party and authorising specified persons to execute the aforementioned documents on its behalf and to sign and/or despatch necessary documents and notices
 
 
(o)     
a power of attorney for the execution of the Charter Guarantee
 
 
(p)     
a copy of the passports of its directors and authorised representatives together with proof of their address and any other identification or similar document any Lender may reasonably require on the basis of mandatory regulatory laws of the country of such Lender
 
 
(q)     
any necessary approval, authorizations and consents required by any government or other authority in order for the Charter Guarantor to enter into and perform its obligations under any relevant document to which it is a party
 
 
(r)     
the Compliance Certificate for the Charter Guarantor
 
 

4. Relating to the Charterer

No.
Description
Action
Status
(s)     
a copy of its articles of incorporation together with its complete by-laws up to date or other relevant document which verifies its constitution under the laws of Bermuda
 
 
(t)     
a copy of the resolutions of its board of directors approving the execution of the Bareboat Charter and any other document to which it is a party and authorising specified persons to execute such documents and transactions on its behalf and to sign and/or despatch necessary documents and notices
 
 
(u)     
a power of attorney for the execution of the Bareboat Charter
 
 
(v)     
a copy of the passports of its directors and authorised representatives together with proof of their address and any other identification or similar document any Lender may reasonably require on the basis of mandatory regulatory laws of the country of such Lender
 
 
(w)     
any necessary approval, authorizations and consents required by any government or other authority in order for the Charterer to enter into and perform its obligations under any relevant document to which it is a party
 
 

5. Relating to Ship Finance Management AS

#    85 (85)


Exhibit 10.5 - Part II
EXECUTION VERSION


No.
Description
Action
Status
(x)     
Certified copy of its certificate of incorporation evidencing that the signatory accepting the appointment of Ship Finance Management AS as process agent for each of the Obligors under the Finance Documents are valid and binding
 
 


6. Relating to the Vessel


#    86 (86)


Exhibit 10.5 - Part II
EXECUTION VERSION

No.
Description
Action
Status
(y)     
an appraisal of the Market Value of the Vessel made by the Approved Brokers, such appraisal to be maximum 1 month old
 
 
(z)     
evidence of the insurances on the Vessel
 
 
(aa)     
the Insurance Report
 
 
(bb)     
a copy of classification certificate of the Vessel
 
 
(cc)     
a transcript from the ship register of Panama evidencing
ownership to the Vessel and is free of any liens and
encumbrances
 
 
(dd)     
a copy of the Bareboat Charter
 
 
(ee)     
a copy of the MODU Safety Certificate of the Vessel
 
 
(ff)     
evidence of safety management system of the Vessel
 
 
(gg)     
a copy of any other document related to the Vessel that the Agent (acting on behalf of the Lenders) may reasonably require
 
 

#    87 (87)


Exhibit 10.5 - Part II
EXECUTION VERSION


Part II     
(Conditions Precedent for the First Utilisation Date) – All previously satisfied, definitions as per the Closing Date
1. Relating to the Borrower

No.
Description
Action
Status
(a)     
the Mortgage
 
 
a transcript from the ship register of Panama evidencing that the Mortgage is duly registered and that no other encumbrances and liens are registered over the Vessel and registration of the charge with the Companies House of Bermuda, such registration to be completed within four (4) weeks from the first Drawdown Date
 
 
(c)     
the Bareboat Charter Assignment
 
 
notices and acknowledgements of the Bareboat Charter Assignment in respect of i) the Charterer and ii) the Charter Guarantor and registration of the assignment with the Companies House of Bermuda, such registration to be completed within four (4) weeks from the first Drawdown Date
 
 
(e)     
the General Assignment
 
 
notices and acknowledgements of General Assignment in respect i) the Charterer, ii) the Charter Guarantor, iii) insurers, and iv) any other debtor of the Borrower and registration of the assignment with the Companies House of Bermuda, such registration to be completed within four (4) weeks from the first Drawdown Date,
 
 
(g)     
the Borrower’s Earnings Account Charge
 
 
notices and acknowledgements of the Borrower’s Earnings Account Charge and registration of the charges with the Companies House of Bermuda, such registration to be completed within four (4) weeks from the first Drawdown Date
 
 
(h)     
payment of fees and costs due pursuant to the Agreement
 
 
(i)     
evidence that the Existing Credit Facility will be repaid upon final closing of the first drawdown under this Agreement
 
 
(j)     
a letter from the Borrower confirming that that nothing has occurred since 30 June 2012 that might have a Material Adverse Effect
 
 
(k)     
evidence that MII has been effected
 
 

2. Relating to the Guarantor


#    88 (88)


Exhibit 10.5 - Part II
EXECUTION VERSION

2. Relating to the Guarantor

No.
Description
Action
Status
(l)     
the Share Charge
 
 
execution of notices and acknowledgements, forms of resignation and transfer, power of attorneys, delivery of original share certificates and registration of the pledge with the Companies House of Bermuda, such registration to be completed within four (4) weeks from the first Drawdown Date
 
 

3. Relating to the Charterer and the Borrower

No.
Description
Action
Status
(n)     
the Charterer’s Earnings Account Charge
 
 
notices and acknowledgements of the Borrower’s Earnings Account Charge and registration of the charges with the Companies House of Bermuda, such registration to be completed within four (4) weeks from the first Drawdown Date
 
 

4. Legal opinions

No.
Description
Action
Status
(p)     
Legal opinion on the law of Bermuda
 
 
(q)     
Legal opinion on the law of England
 
 
(r)     
Legal opinion on the law of Panama
 
 
(s)     
Legal opinion on the law of Norway
 
 

SCHEDULE 3     
FORM OF REQUESTS

Part I     
Form of Utilisation Request

#    89 (89)


Exhibit 10.5 - Part II
EXECUTION VERSION

To:    DNB Bank ASA, as Agent
From:    Seadrill Polaris Ltd.
Date:    [ ]

SEADRILL LIMITED – USD 420,000,000 TERM LOAN AND REVOLVING CREDIT FACILITIES AGREEMENT ORIGINALLY DATED 28 DECEMBER 2012 (THE “AGREEMENT”)

We refer to Clause 5.1 ( Delivery of a Utilisation Request ) of the Agreement. This is a Utilisation Request with respect to the Drilling Unit. Terms defined in the Agreement shall have the same meaning when used in this Utilisation Request.
(a)
You are hereby irrevocably notified that we wish to make the following advance for the [Term Loan Facility / Revolving Facility]:
(b)
Proposed Utilisation Date:    [    ]
(c)
Principal Amount:        [    ]
(d)
Interest Period:            [    ]
(e)
The proceeds of the Utilisation shall be credited to [●] [insert name and number of account].
(f)
We confirm that, as of the date hereof (i) each condition specified in Clause 4 ( Conditions Precedent ) of the Agreement is satisfied; (ii) each of the representations and warranties set out in Clause 20 ( Representations and warranties ) of the Agreement is true and correct; and (iii) no event or circumstances has occurred and is continuing which constitute or may constitute a Default or an Event of Default.
Yours sincerely
for and on behalf of
Seadrill Polaris Ltd.
By: __________________________________
Name:
Title: [authorised officer]    

#    90 (90)


Exhibit 10.5 - Part II
EXECUTION VERSION


Part II     
Form of Selection Notice
To:    DNB Bank ASA, as Agent
From:    Seadrill Polaris Ltd.
Date:    [ ]

SEADRILL LIMITED – USD 420,000,000 TERM LOAN AND REVOLVING CREDIT FACILITIES AGREEMENT ORIGINALLY DATED 28 DECEMBER 2012 (THE “AGREEMENT”)

1.
We refer to Clause 10.1 ( Selection of Interest Periods ) of the Agreement. This is a Selection Notice. Terms defined in the Agreement shall have the same meaning when used in this Selection Notice.
2.
We refer to the following Loan[s] with an Interest Period ending on [ ]: [●]
3.
We request that the next Interest Period for the above Loan[s] is [ ].
4.
This Selection Notice is irrevocable.
Yours sincerely
for and on behalf of
Seadrill Polaris Ltd.
By: __________________________________
Name:
Title: [authorised officer]

SCHEDULE 4     
FORM OF COMPLIANCE CERTIFICATE
To:    DNB Bank ASA, as Agent
From:    Seadrill Limited
Date:    [•] [To be delivered no later than hundred and eighty (180)/seventy (70) days after each reporting date]

SEADRILL LIMITED – USD 420,000,000 TERM LOAN AND REVOLVING CREDIT FACILITIES AGREEMENT ORIGINALLY DATED 28 DECEMBER 2012 (THE “AGREEMENT”)
We refer to the Agreement. Terms defined in the Agreement shall have the same meaning when used in this Compliance Certificate.
We confirm that as at [●] [insert relevant reporting date]:
1.2
Minimum Liquidity
The Minimum Liquidity of the Group was [ ] while the Minimum Liquidity required is USD 150,000,000.
1.3
Leverage Ratio
The Leverage Ratio of the Group was [ ] while the Leverage Ratio is required not to exceed [4.5:1/ 5.5:1/ 6.0:1].
1.4
Equity Ratio
The Equity Ratio of the Group was [ ] while the minimum Equity Ratio shall be no less than 30 %.
1.5
Interest Cover Ratio
The Interest Cover Ratio of the Group was [        ] while the Interest Cover Ratio shall be no less than 2.5:1.
1.6
Current Ratio
The Current Ratio of the Group was [ ] while the Current Ratio shall be minimum 1:1.
1.1
Market Value
The Market Value the Drilling Unit is attached as Appendix 1 hereto while the minimum Market Value shall be equal to or higher than 125% (as applicable) of the sum of the outstanding Loans.
1.2
Insurance
We confirm that the Drilling Unit is insured against such risks and in such amounts as set out in Appendix 2 hereto.
1.3
Cash Distributions from Investments
Cash Distributions from Investments are as set out in Appendix 3 hereto.
1.4
No Default
We confirm that, as of the date hereof (i) each of the representations and warranties set out in Clause 20 ( Representations and warranties ) of the Agreement is true and correct, and (ii) no event or circumstances has occurred and is continuing which constitute or may constitute a Default and/or an Event of Default.
Yours sincerely
for and on behalf of
the Seadrill Management Ltd.
By: __________________________________
Name:
Title: [ authorised officer ]

Appendix 1 – Market Value
Drilling Unit
Valuation from [Approved Broker]
Valuation from [Approved Broker]
Average Market Value
West Polaris
 
 
 

Appendix 2 - Insurance
Drilling Unit
Hull & Machinery
Freight Interest
Hull Interest
P&I
War risk
Insured Amount
MAPP
West Polaris


 
 
 
 
 
 

Appendix 3 - Cash Distributions from Investments

#    91 (91)


Exhibit 10.5 - Part II
EXECUTION VERSION

SCHEDULE 5     
FORM OF TRANSFER CERTIFICATE
To:    DNB Bank ASA, as Agent
From:    [●] (the “ Existing Lender ”) and [●] (the “ New Lender ”)
Date:    [●]
SEADRILL LIMITED – USD 420,000,000 TERM LOAN AND REVOLVING CREDIT FACILITIES AGREEMENT ORIGINALLY DATED 28 DECEMBER 2012 (THE “AGREEMENT”)
We refer to the Agreement. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.
With reference to Clause 26 ( Changes to the Parties ):
(a)
The Existing Lender, in its capacity as Lender under the Agreement, confirms that it participates with [ ] of the [SPECIFY WHICH FACILITY] being [    ] per cent of the Total Commitments.
(b)
The Existing Lender hereby transfers to the New Lender [    ] per cent of the Total Commitments as specified in the Schedule hereto, and of the equivalent rights and interest in all Finance Documents, and the New Lender hereby accepts such transfer from the Existing Lender in accordance with the terms set out herein and Clause 26 ( Changes to the Parties ) of the Agreement and assumes the same obligations to the other Finance Parties as it would have been under if it was an original Lender.
(c)
The Transfer Date is [    ].
(d)
The New Lender confirms that it has received a copy of the Agreement, together with such other information as it has required in connection with this transaction. The New Lender expressly acknowledges and agrees to the limitations on the Existing Lender’s responsibility set out in Clause 26.5 ( Limitations of responsibility of Existing Lenders ) of the Agreement.
(e)
The New Lender hereby undertakes to the Existing Lender and the Borrower that it will perform in accordance with the terms and conditions of the Agreement all those obligations which will be assumed by it upon execution of this Transfer Certificate.
(f)
The address, telefax number and attention details for notices, as well as the account details of the New Lender, are set out in the Schedule.
(g)
This Transfer Certificate is governed by Norwegian law, with Oslo District Court (Oslo tingrett) as legal venue.
The Schedule
Commitments/rights and obligations to be transferred
I    Existing Lender:    [ ]        
II    New Lender:        [ ]    
III    Specify which Facility: [ ]
III    Total Commitments of Existing Lender:    USD [ ]        

#    92 (92)


Exhibit 10.5 - Part II
EXECUTION VERSION

IV    Aggregate amount transferred:        USD [ ]        
V    Total Commitments of New Lender:    USD [ ]        
VI    Transfer Date:    [ ]
Administrative Details / Payment Instructions of New Lender
Notices to New Lender:
[ ]
[ ]
Att:        [ ]
Telefax no:     + [ ]
[Insert relevant office address, telefax number and attention details for notices and payments to the New Lender.]
Account details of New Lender: [Insert relevant account details of the New Lender.]
Existing Lender:                New Lender:
[•]                        [•]
By: __________________________________    By: ________________________________
Name:                        Name:
Title:                        Title:
This Transfer Certificate is accepted and agreed by the Agent and the Transfer Date is confirmed as [].
Agent:                        
DNB Bank ASA
By: __________________________________
Name:                    
SCHEDULE 6     
REPAYMENTS
Scheduled Repayments of the Term Loan Facility

Repayment No.
Loan Amount
Scheduled Repayments
Repayment No.
Loan Amount
Scheduled Repayment
 
320,000,000
 
 
 
 
1
317,000,000
3,000,000
31
227,000,000
3,000,000
2
314,000,000
3,000,000
32
224,000,000
3,000,000
3
311,000,000
3,000,000
33
221,000,000
3,000,000
4
308,000,000
3,000,000
34
218,000,000
3,000,000
5
305,000,000
3,000,000
35
215,000,000
3,000,000
6
302,000,000
3,000,000
36
212,000,000
3,000,000
7
299,000,000
3,000,000
37
209,000,000
3,000,000
8
296,000,000
3,000,000
38
206,000,000
3,000,000
9
293,000,000
3,000,000
39
203,000,000
3,000,000
10
290,000,000
3,000,000
40
200,000,000
3,000,000
11
287,000,000
3,000,000
41
197,000,000
3,000,000
12
284,000,000
3,000,000
42
194,000,000
3,000,000
13
281,000,000
3,000,000
43
191,000,000
3,000,000
14
278,000,000
3,000,000
44
188,000,000
3,000,000
15
275,000,000
3,000,000
45
185,000,000
3,000,000
16
272,000,000
3,000,000
46
182,000,000
3,000,000
17
269,000,000
3,000,000
47
179,000,000
3,000,000
18
266,000,000
3,000,000
48
176,000,000
3,000,000
19
263,000,000
3,000,000
49
173,000,000
3,000,000
20
260,000,000
3,000,000
50
170,000,000
3,000,000
21
257,000,000
3,000,000
51
167,000,000
3,000,000
22
254,000,000
3,000,000
52
164,000,000
3,000,000
23
251,000,000
3,000,000
53
161,000,000
3,000,000
24
248,000,000
3,000,000
54
158,000,000
3,000,000
25
245,000,000
3,000,000
55
155,000,000
3,000,000
26
242,000,000
3,000,000
56
152,000,000
3,000,000
27
239,000,000
3,000,000
57
149,000,000
3,000,000
28
236,000,000
3,000,000
58
146,000,000
3,000,000
29
233,000,000
3,000,000
59
143,000,000
3,000,000
30
230,000,000
3,000,000
60
 
143,000,000
 
 
 
 
 
 
All amounts are in USD

SCHEDULE 7     
CORPORATE STRUCTURE



42% LP
58% LP
Common
Common
Sub.
IDRs
 
Seadrill Limited (Bermuda)
Seadrill Member LLC (Marshall Islands)
Seadrill Partners LLC («MLP»)
(MI/UK)
Seadrill Operating GP LLC (Marshall Islands)
 
 
 
Seadrill Operating LP (Marshall Islands)
Seadrill Polaris Ltd. (Bermuda)




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