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Seadrill Ltd – ‘6-K’ for 9/13/17 – ‘EX-10.2’

On:  Wednesday, 9/13/17, at 6:08am ET   ·   For:  9/13/17   ·   Accession #:  1193125-17-283179   ·   File #:  1-34667

Previous ‘6-K’:  ‘6-K’ on / for 8/25/17   ·   Next:  ‘6-K’ on / for 12/18/17   ·   Latest:  ‘6-K’ on / for 7/2/18   ·   2 References:   By:  SFL Corp. Ltd. – ‘20-F’ on 3/22/21 for 12/31/20 By:  Seadrill Ltd. – ‘20-F’ on 3/19/21 for 12/31/20 

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/13/17  Seadrill Ltd                      6-K         9/13/17    5:43M                                    Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report by a Foreign Private Issuer                  HTML     24K 
 2: EX-10.1     Material Contract                                   HTML    118K 
 3: EX-10.2     Material Contract                                   HTML   2.96M 
 4: EX-10.3     Material Contract                                   HTML    515K 
 5: EX-99.1     Miscellaneous Exhibit                               HTML     14K 

Exhibit 10.2

EXECUTION VERSION

THIS RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT

This RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 15.02, this “Agreement”) is made and entered into as of September 12, 2017 (the “Execution Date”), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (viii) of this preamble, collectively, the “Parties”):¹

RECITALS

WHEREAS, the Company Parties and the Consenting Stakeholders have in good faith and at arm’s length negotiated or been apprised of certain restructuring and recapitalization transactions with respect to the Company Parties’ capital structure on the terms set forth in this Agreement and as specified in the term sheets collectively attached as Exhibit A hereto (the “Term Sheets” and, such transactions as described in this Agreement and the Term Sheets, irrespective of the Implementation Mechanism, the “Restructuring Transactions”);

WHEREAS, the Term Sheets consist of:

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WHEREAS, by the Agreement Effective Date, the Commitment Parties and certain of the Company Parties shall have executed the investment agreement with respect to the New Secured Notes and the Equity Placement, in the form attached hereto as Exhibit B (the “Investment Agreement”);

WHEREAS, the Company Parties intend to market the transactions contemplated by the Investment Agreement pursuant to the procedures attached hereto as Exhibit C (as they may be modified from time to time by the Company Parties in their sole discretion (but in consultation with counsel to the CoCom and the Required Commitment Parties, which consultation shall not, for the avoidance of doubt, unless expressly agreed otherwise, require disclosure of the terms of any Alternative Restructuring Proposals or the identity of the Entities submitting them), the “Marketing Procedures”));

WHEREAS, the Company Parties intend to implement the Restructuring Transactions through one or more of the following implementation mechanisms, separately, successively, or in conjunction, as determined by the Company Parties in their sole discretion (but in consultation with counsel to the Consenting Stakeholders) (collectively, the “Implementation Mechanisms”):

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with respect to all or a subset of the Company Claims/Interests (the “Schemes of Arrangement”);

WHEREAS, the effectiveness of the Non-Consolidated Entity Amendments shall be a condition to the occurrence of the Agreement Effective Date; and

WHEREAS, the Parties have agreed to take certain actions in support of the Restructuring Transactions on the terms and conditions set forth in this Agreement and the Term Sheets;

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NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

AGREEMENT

Section 1. Definitions and Interpretation.

1.01. Definitions. The following terms shall have the following definitions:

“Affiliate” shall have the meaning set forth in section 101(2) of the Bankruptcy Code.

“Agent” means any facility agent or collateral agent under any of the Credit Facilities, including any successors thereto.

“Agents/Trustees” means, collectively, all of the Agents and Trustees.

“Agreement” has the meaning set forth in the preamble to this Agreement and, for the avoidance of doubt, includes all the exhibits, annexes, and schedules hereto in accordance with Section 15.02 (including the Term Sheets and the Investment Agreement).

“Agreement Effective Date” means the date on which the conditions set forth in Section 2 have been satisfied or waived by the appropriate Party or Parties in accordance with this Agreement.

“Agreement Effective Period” means, with respect to a Party, the period from the Agreement Effective Date to the Termination Date applicable to that Party (except where a provision of this Agreement survives the Termination Date according to Section 15.19, in which case such provision shall remain in effect to the extent set forth in Section 15.19).

“All Party Matters” means the definition of “Required Consenting Lenders,” the definition of “Required Commitment Parties,” Section 9, Section 13.01(g), Section 13.02, Section 13.05, Section 13.08, and Section 14.

“Alternative Restructuring Proposal” means any inquiry, proposal, offer, bid, term sheet, or discussion with respect to a new money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

“Ancillary Proceedings” has the meaning set forth in the recitals to this Agreement.

“Applicable Credit Agreement Waiver Letters” means the waiver letters dated 28 April 2016 in respect of each of the Credit Agreements, as the same may be amended or supplemented from time to time.

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

“Archer” means Archer Limited, a company incorporated under the Laws of Bermuda, and its direct and indirect subsidiaries.

“Archer Agreement” means the US$601,750,000 facility agreement between, among others, Archer Limited, Archer Assets UK Limited, Limay Drilling Rigs Limited, Archer Well Company Inc., Archer Norge AS, Archer AS and Archer Oiltools AS, as borrowers, and the financial institutions listed therein as lenders.

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

“Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware, the Southern District of New York, or the Southern District of Texas, in the sole discretion of the Company Parties (but in consultation with counsel to the Required Consenting Lenders and the Required Commitment Parties).

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York, Oslo, or London.

“Cash Collateral Order” means any order entered in the Chapter 11 Cases authorizing the use of cash collateral (whether interim or final).

“Cash Pooling Term Sheet” has the meaning set forth in the recitals to this Agreement.

“Causes of Action” means any action, Claim, cause of action, controversy, demand, right, action, Lien, indemnity, Equity Interest, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character whatsoever, whether known, unknown, contingent or noncontingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, in contract or in tort, in law or in equity, or pursuant to any other theory of law.

“Centerbridge” means Centerbridge Credit Partners, L.P. and certain Affiliates.

“Chapter 11 Cases” has the meaning set forth in the recitals to this Agreement.

“Chapter 11 Documents” means the Restructuring Term Sheet and Definitive Documents set forth in Section 3.01(c).

“Chosen Court” means the United States District Court for the Southern District of New York or any New York state court; provided, however, that if any of the Company Parties commence Chapter 11 Cases, then the Bankruptcy Court (or court of proper appellate jurisdiction) shall be the exclusive Chosen Court.

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“Claim” means (a) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured and calculated together with all applicable accrued interest, fees and commission due, owing or incurred from time to time by any Company Party or an applicable obligor or security provider under any applicable Finance Document or (b) a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. For the avoidance of doubt, the definition of claim as defined in this Agreement is no less broad than the definition of claim as defined in section 101(5) of the Bankruptcy Code.

“CoCom” means the members of the coordinating committee of the financial institutions appointed pursuant to the CoCom Appointment Letter that hold Credit Agreement Claims, which at the Execution Date is constituted by ABN AMRO Bank, Citibank Europe plc UK Branch, Danske Bank A/S, DNB Bank ASA, ING Bank N.V. Nordea Bank AB London Branch, Garantiinstituttet for Eksportkreditt, and Skandinaviska Enskilda Banken AB (publ).

“CoCom Appointment Letter” means the coordinator letter dated 20 April 2016 among Seadrill and each member of the CoCom (as amended, restated, supplemented or otherwise modified from time to time).

“CoCom Extension Letter” means the letter to be entered into by Seadrill and the members of the CoCom, in form and substance, and on terms reasonably acceptable to Seadrill and the CoCom in order to, among other things, amend and supplement the CoCom Appointment Letter and extend the CoCom appointment for such further period as is required in order to support and consummate the Restructuring Transactions.

“Commitment Parties” has the meaning set forth in the preamble to this Agreement. For the avoidance of doubt, the “Commitment Parties” include the Original Commitment Parties and the Select Commitment Parties.

“Company Claims/Interests” means, collectively, all Claims against, and Equity Interests in, a Company Party, including the Credit Agreement Claims, the SFL Claims, and the Unsecured Note Claims; provided, however, that when used in respect of an Entity that (i) holds Credit Agreement Claims as of the Execution Date (or a later date as agreed by the Company Parties with respect to a Permitted Transferee) or (ii) is a commercial bank that is a Permitted Transferee of a Consenting Lender, “Company Claims/Interests” shall refer exclusively to the Credit Agreement Claims, the SFL Claims, the Unsecured Note Claims, Guarantee Facility Claims (as defined in the Restructuring Term Sheet), and Equity Interests in a Company Party.

“Company Party” has the meaning set forth in the preamble to this Agreement. The “Company Parties” shall not include AOD and its wholly-owned subsidiaries unless and until they execute a signature page or Joinder to this Agreement; provided, however, that, during the Agreement Effective Period, AOD and its wholly-owned subsidiaries shall be “Company Parties” for the purposes of Section 4, the definition of “Company Claims/Interests,” and for the purposes of any other definitions necessary to give meaning to such definition, including the definition of “Credit Agreement Claims” as used in the definition of “Company Claims/Interests.”

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“Confidentiality Agreement” means an executed confidentiality agreement, including with respect to the issuance of a “cleansing letter” or other public disclosure of material non-public information agreement, in connection with any proposed Restructuring Transactions.

“Confirmation Order” means the confirmation order with respect to the Plan.

“Consenting Lenders” has the meaning set forth in the preamble to this Agreement.

“Consenting Noteholders” has the meaning set forth in the preamble to this Agreement.

“Consenting Stakeholders” has the meaning set forth in the preamble to this Agreement.

“Consolidated Group” means Seadrill and each of its direct and indirect subsidiaries in which Seadrill has at least a simple majority ownership or voting stake.

“Credit Agreement” means each of the following, as amended, restated, supplemented or otherwise modified from time to time including by each Applicable Credit Agreement Waiver Letter (and each secured credit facility made available thereunder, a “Credit Facility”):

(a) the US$1,350,000,000 senior secured credit facility agreement originally dated 26 August 2014 between, amongst others, Seadrill as borrower and DNB Bank ASA as agent (the “$1.35B Credit Facility”);

(b) the US$450,000,000 senior secured credit facility agreement originally dated 13 December 2013 between, amongst others, Seadrill Eminence Ltd. as borrower and Danske Bank A/S as agent (the “$450M Credit Facility (Eminence)”);

(c) the US$360,000,000 senior secured credit facility agreement originally dated 9 April 2013 between, amongst others, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited and Asia Offshore Rig 3 Limited as borrowers and ABN AMRO Bank N.V. as agent (the “$360M Credit Facility”);

(d) the US$400,000,000 senior secured credit facility agreement originally dated 8 December 2011 between, amongst others, Seadrill as borrower and Nordea Bank AB (publ), filial i Norge as agent (the “$400M Credit Facility”);

(e) the US$950,000,000 senior secured credit facility agreement originally dated 26 January 2015 between, amongst others, Seadrill as borrower and Nordea Bank AB, London Branch as agent (the “$950M Credit Facility”);

(f) the US$300,000,000 senior secured credit facility agreement originally dated 16 July 2013 between, amongst others, Seadrill as borrower and DNB Bank ASA as agent (the “$300M Credit Facility”);

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(g) the US$1,500,000,000 senior secured credit facility agreement originally dated 30 July 2014 between, amongst others, Seadrill Neptune Hungary Kft, Seadrill Saturn Ltd. and Seadrill Jupiter Ltd. as borrowers and Nordea Bank AB, London Branch as agent (the “$1.5B Credit Facility”);

(h) the US$450,000,000 senior secured credit facility agreement originally dated 26 August 2015 between, amongst others, Seadrill as borrower and Nordea Bank AB, London Branch as agent (the “$450M Credit Facility (Nordea)”);

(i) the US$2,000,000,000 senior secured credit facility agreement originally dated 15 April 2011 between, amongst others, NADL as borrower and DNB Bank ASA as agent (the “$2B Credit Facility”);

(j) the US$1,750,000,000 senior secured credit facility agreement originally dated 30 September 2013 between, amongst others, various subsidiaries of Sevan as borrowers and ING Bank N.V. as agent (the “$1.75B Credit Facility”);

(k) the US$440,000,000 secured credit facility agreement, originally dated 4 December 2012 between, amongst others, Seadrill as borrower and Citibank Europe plc, UK Branch as agent (the “$440M Credit Facility (Telesto)”); and

(l) the US$1,450,000,000 senior secured credit facility agreement originally dated 20 March 2013 between, amongst others, Seadrill Tellus Ltd. as borrower and ING Bank N.V. as agent as set out in Schedule 2 (Amended and Restated Tellus Facility Agreement) of the Third Amendment and Restatement Agreement dated 16 August 2017 between, amongst others, Seadrill Tellus Ltd. and Seadrill Vela Hungary Kft as borrowers and ING Bank N.V. as agent (the “$483M Credit Facility (Tellus)”).

“Credit Agreement Claims” means, collectively, Claims against any Company Party with respect to: (a) the Credit Agreements and (b) each Finance Document entered into pursuant to or in connection with each Credit Agreement, which for the avoidance of doubt excludes the Seabras Sapura Agreements.

“Credit Agreement Finance Document” means, in respect of any Credit Agreement, a “Finance Document” as defined in such Credit Agreement, with the exception of any agreements governing the Hedging Claims.

“Definitive Documents” means the documents set forth in Section 3.01.

“Disclosure Statement” means the related disclosure statement with respect to the Plan.

“ECA Covered Lender” means each Consenting Lender that is a beneficiary of one or more Seadrill ECA Guarantees and, for the purposes of Sections 4.06 and 4.07 only, Eksportkreditt Norge AS or any of its nominees.

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“ECA Matters” means any amendment to or waiver of any provision of this Agreement that has the effect of changing or which relates to (in each case relative to what was set out in the Credit Facility Term Sheet, the Cash Pooling Term Sheet, and the Intercreditor Term Sheet as at the Agreement Effective Date) any right or discretion granted to any Seadrill ECA under any Credit Agreement Finance Document or Seadrill ECA Guarantee, solely in its capacity as a Seadrill ECA, including but not limited to:

(a) repayment, prepayment and cancellation provisions in respect of any ECA tranche under the existing Credit Agreements (including with respect to break costs);

(b) amendment and waiver and consent provisions of any Credit Agreement which require Seadrill ECA consent or provide any Seadrill ECA with a decision making, voting or consultation right under any Credit Agreement or Seadrill ECA Guarantee;

(c) any Seadrill ECA recourse, subrogation or transfer right under any Credit Agreement;

(d) any provision conferring any obligation on any finance party (however defined under the relevant Credit Agreement Finance Document) towards a Seadrill ECA; and/or

(e) any reduction in the amount of or change of terms relating to any Seadrill ECA fees and premiums (including in relation to any fee or premium increase provisions) under any Credit Agreement or Seadrill ECA Guarantee.

“Enforcement Action” means any action of any kind to:

(a) declare prematurely due and payable or otherwise seek to accelerate payment of all or any part of any Company Claims/Interests;

(b) recover, or demand cash cover in respect of, all or any part of any Company Claims/Interests (including by exercising any set-off, save as required by law);

(c) exercise or enforce any right under any guarantee or any right in respect of any Lien (including, for the avoidance of doubt, any security interest granted under any of the Finance Documents), in each case granted in relation to (or given in support of) all or any part of any Company Claims/Interests;

(d) petition for (or take or support any other step which may lead to) any corporate action, legal process (including legal proceedings, execution, distress and diligence) or other procedure or step being taken in relation to any Company Party entering into Insolvency Proceedings; or

(e) sue, claim or institute or continue legal process (including legal proceedings, execution, distress and diligence) against any Company Party.

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

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“Equity Interests” means, collectively, the shares (or any class thereof), common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profits interests of any Company Party, and options, warrants, rights, or other securities or agreements to acquire or subscribe for, or which are convertible into the shares (or any class thereof) of, common stock, preferred stock, limited liability company interests, or other equity, ownership, or profits interests of any Company Party (in each case whether or not arising under or in connection with any employment agreement).

“Equity Securities” means the new equity in Seadrill or New Seadrill (as defined in the Restructuring Term Sheet) to be issued pursuant to the terms of the Investment Agreement (excluding the NSN Securities (as defined in the Restructuring Term Sheet)).

“Execution Date” has the meaning set forth in the preamble to this Agreement.

“Filing Entities” has the meaning set forth in the recitals to this Agreement.

“Finance Documents” means, collectively, (a) the Credit Agreements, the USD Indentures, the NOK/SEK Bond Agreements, and the SFL Documents and (b) all other documents entered into pursuant to or in connection with the foregoing documents in clause (a) of this definition, including each “Finance Document” as defined in each Credit Agreement (with the exception of any agreements governing the Hedging Claims), each USD Indenture, each NOK/SEK Bond Agreement, and each SFL Document.

“First Day Pleadings” means the first-day pleadings identified on Schedule 2 attached hereto and any other customary first-day pleadings that the Company Parties determine are necessary or desirable to file.

“Guaranteed Newbuild Contract” means each of the following contracts (as amended, restated, supplemented or otherwise modified from time to time):

(a) Construction Contract between Seadrill Libra Ltd and Daewoo Shipbuilding & Marine Engineering Co., Ltd in relation to West Libra;

(b) Construction Contract between Seadrill Aquila Ltd and Daewoo Shipbuilding & Marine Engineering Co., Ltd in relation to West Aquila;

(c) Construction Contract between Seadrill Dorado Ltd and Samsung Heavy Industries Co., in relation to West Dorado; and

(d) Construction Contract between Seadrill Draco Ltd and Samsung Heavy Industries Co., in relation to West Draco.

“Hemen” means Hemen Investments Limited, a company incorporated under the Laws of Cyprus with organization number HE371665.

“Hedging Claims” means, collectively, Claims against a Company Party under International Swaps and Derivatives Association Master Agreements, or other documentation of interest rate swaps, currency swaps, or other hedging or derivative contract arrangements, entered into between a Company Party and another Entity and any document entered into in connection therewith including any guarantee thereof.

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“IHCo” has the meaning ascribed to it in the Restructuring Term Sheet.

“Implementation Mechanisms” has the meaning set forth in the recitals to this Agreement.

“Insolvency Proceeding” means any corporate action, legal proceedings or other procedure or step taken in any jurisdiction in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, bankruptcy, liquidation, dissolution, administration, receivership, administrative receivership, judicial composition or reorganisation (by way of voluntary arrangement, scheme or otherwise) of any member of the Consolidated Group, including under the Bankruptcy Code or a Scheme of Arrangement;

(b) a composition, conciliation, compromise or arrangement with the creditors generally of any member of the Consolidated Group or an assignment by any member of the Consolidated Group of its assets for the benefit of its creditors generally or any member of the Consolidated Group becoming subject to a distribution of its assets;

(c) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any member of the Consolidated Group or any of its assets;

(d) enforcement of any security over any assets of any member of the Consolidated Group; or

(e) any procedure or step in any jurisdiction analogous to those set out in paragraphs (a) to (d) above.

“Investment Agreement” has the meaning set forth in the recitals to this Agreement.

“Investment Agreement Effective Date” has the meaning ascribed to it in the Investment Agreement.

“Intercreditor Term Sheet” has the meaning set forth in the recitals to this Agreement.

“Joinder” means a joinder to this Agreement substantially in the form attached hereto as Exhibit E.

“Joinder Party” means a party that has executed and delivered a Joinder to counsel to the Company Parties or Consenting Stakeholders (as applicable).

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“Law” means any federal, state, local, or foreign law (including common law), statute, code, ordinance, rule, or regulation, in each case, that is validly adopted, promulgated, or issued by a governmental authority of competent jurisdiction.

“Lender Terms” means those provisions of the Term Sheets set forth in Schedule 3 hereto.

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

“Marketing Procedures” has the meaning set forth in the preamble to this Agreement.

“Material Adverse Effect” has the meaning ascribed to it in the Investment Agreement.

“NADL” has the meaning set forth in the preamble to this Agreement.

“New Secured Notes” means the new secured notes to be issued as a component of the Restructuring Transactions in accordance with the New Secured Notes Term Sheet.

“New Secured Notes Term Sheet” has the meaning set forth in the recitals to this Agreement.

“NOK/SEK Amendments” has the meaning set forth in the recitals to this Agreement.

“Non-Consolidated Entities” means, collectively, Archer, SDLP, Seabras, SeaMex, and SFL.

“Non-Consolidated Entity Amendments” means, the amendments, waivers, forbearances, and/or other modifications or documents necessary or appropriate to ensure that there are no defaults or events of default under the funded debt obligations of the Non-Consolidated Entities in connection with the Restructuring Transactions, substantially on the following terms:

(a) the release and extinguishment of the guarantees provided by Seadrill with respect to the Archer Agreement and the amendment and restatement of the Archer Agreement becoming effective according to its terms;

(b) execution of the Seamex Consent Letter by the required Seamex Lenders under the Seamex Agreement;

(c) execution of the Seabras Consent Letters by (or on behalf of) the required Seabras Sapura Lenders under the Seabras Sapura Agreements;

(d) execution of the SFL Consent Letter by the required SFL Lenders under each of the SFL Credit Agreements; and

(e) execution by the required SDLP Lenders under the SDLP Agreements of the SDLP Consent Letters.

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“NSNCo” has the meaning ascribed to it in the Restructuring Term Sheet.

“Original Commitment Parties” means Hemen and Centerbridge.

“Out-of-Court Transaction” has the meaning set forth in the recitals to this Agreement.

“Outside Date” means the date that is eleven (11) months from (i) the Petition Date or (ii) if no Chapter 11 Cases have been filed, the Agreement Effective Date.

“Parties” has the meaning set forth in the preamble to this Agreement.

“Permitted Transferee” means each transferee who meets the requirements of Section 9.01.

“Petition Date” means the first date any of the Filing Entities commences a Chapter 11 Case.

“Plan” has the meaning set forth in the recitals to this Agreement.

“Plan B” means an alternative plan solely as between the holders of Credit Agreement Claims and the Company Parties to be pursued in the event this Agreement terminates.

“Plan Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan that will be filed by the Company Parties with the Bankruptcy Court.

“Proposed Cash Collateral Order” has the meaning set forth in the recitals to this Agreement.

“Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Company Claims/Interests (or enter with customers into long and short positions in Company Claims/Interests), in its capacity as a dealer or market maker in Company Claims/Interests and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

“Released Party” means each Party, its Affiliates, and each Party’s and its Affiliates’ respective current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries, partners, limited partners, general partners, principals, members, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals.

“Reorganized Company Parties” means, collectively, (a) each Company Party, as reorganized pursuant to and under the Out-of-Court Transactions, Schemes of Arrangement, or the Plan, and (b) any successor thereto.

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“Request 1” means the waiver and extension approval letters dated 28 April 2016 related to the Credit Agreements (as amended, restated, supplemented, or otherwise modified from time to time).

“Required Commitment Parties” means Commitment Parties holding at least 50.1% in principal amount of the commitments to purchase the New Secured Notes held by all such Commitment Parties at such time; provided that at all times, each of the Original Commitment Parties shall be part of the “Required Commitment Parties”; provided, further, that each Select Commitment Party shall be part of the “Required Commitment Parties” with respect to (i) material modifications to this Agreement, the Investment Agreement and the exhibits to each such document and the terms of any other Definitive Documents to the extent such modifications are adverse to such Select Commitment Party and (ii) any economic modifications to this Agreement, the Investment Agreement and the exhibits to each such document and the terms of any other Definitive Documents to the extent such economic modifications are adverse to such Select Commitment Party, without regard to materiality; provided, however, that notwithstanding the foregoing, in no event will any Commitment Party be a Required Commitment Party at any point in time that such Party is also in breach of this Agreement or the Investment Agreement.

“Required Consenting Lenders” means (i) with respect to any consent, amendment, waiver, or other modification to any Lender Terms, Consenting Lenders holding 100% of the aggregate outstanding principal amount of Credit Agreement Claims held by all Consenting Lenders at such time, (ii) with respect to any consent, amendment, waiver, or other modification to the Chapter 11 Documents, the CoCom, and (iii) for all other purposes under this Agreement, Consenting Lenders holding at least 66.67% of the aggregate outstanding principal amount of Credit Agreement Claims held by all Consenting Lenders at such time; provided, however, that, with respect to clauses (i) and (iii) above, if any Consenting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any of the terms of this Agreement within ten (10) Business Days of that request being made (unless Seadrill and the CoCom agree to a longer period in relation to any such request), the outstanding principal amount of such Consenting Lender’s Credit Agreement Claims at such time shall not be included for the purpose of calculating the aggregate outstanding principal amount of Credit Agreement Claims held by all Consenting Lenders at such time when ascertaining whether any relevant percentage (including, for the avoidance of doubt, 100%) of the aggregate outstanding principal amount of Credit Agreement Claims held by all Consenting Lenders has been obtained to approve that request.

“Required Consenting Noteholders” means Consenting Stakeholders holding at least 50.1% of the aggregate outstanding principal amount of the Unsecured Note Claims held by all such Consenting Stakeholders at such time; provided that, at all times, each of the Select Commitment Parties shall be part of the “Required Consenting Noteholders” with respect to (i) material modifications to this Agreement, the Investment Agreement and the exhibits to each such document and the terms of any other Definitive Documents to the extent such modifications are adverse to such Select Commitment Party and (ii) any economic modifications to this Agreement, the Investment Agreement and the exhibits to each such document and the terms of any other Definitive Documents to the extent such economic modifications are adverse to such

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Select Commitment Party, without regard to materiality; provided, however, that notwithstanding the foregoing, in no event will any Consenting Noteholder be a Required Consenting Noteholder at any point in time that such Party is also in breach of this Agreement; provided, further, that if a matter is submitted for the consent of the Consenting Noteholders under this Agreement and any Consenting Noteholder fails to respond within five (5) Business Days, such Consenting Noteholder shall be deemed to have consented for the purpose of the threshold set forth in this definition. For the purpose of this definition, the principal amount of any Unsecured Note Claim not denominated in USD is to be converted to USD calculated in accordance with Section 15.22.

“Restricted Period” means the period commencing as of the date each Consenting Stakeholder, as applicable, executes this Agreement until the Termination Date, as to such Consenting Stakeholder.

“Restructuring Effective Date” means the latest to occur of:

(a) if an Out-of-Court Transaction has been selected by one or more Company Parties as an Implementation Mechanism, the latest of (i) the closing of the Credit Facility Amendments, (ii) the closing of the NOK/SEK Amendments, and (iii) the issuance of the New Secured Notes;

(b) if a Scheme of Arrangement has been selected by one or more Company Parties as an Implementation Mechanism, (i) a copy of the order of the relevant court sanctioning the Scheme of Arrangement under:

is filed with the relevant Registrar of Companies or other relevant person and (ii) the related Credit Facility Amendments have become effective according to their terms; or

(c) if the Chapter 11 Cases have been selected by one or more Filing Entities as an Implementation Mechanism, the occurrence of the effective date of the Plan according to its terms.

“Restructuring Term Sheet” has the meaning set forth in the recitals to this Agreement.

“Restructuring Transactions” has the meaning set forth in the recitals to this Agreement.

“RigCo” has the meaning ascribed to it in the Restructuring Term Sheet.

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“Rules” means Rule 501(a)(1), (2), (3), and (7) of the Securities Act.

“Schemes of Arrangement” has the meaning set forth in the recitals to this Agreement.

“Scheme Meeting” means each meeting convened by the relevant Company Party of its Scheme Stakeholders in order to vote on the relevant Scheme of Arrangement, or in the event such meeting is adjourned, the date of such reconvened meeting.

“Scheme Stakeholder” means a Consenting Stakeholder, in its capacity as a creditor (whether actual or contingent) of the Company Party, who is entitled to consider and cast its vote in relation to a relevant Scheme of Arrangement.

“SDLP” means Seadrill Partners LLC, a company incorporated under the Laws of the Republic of the Marshall Islands, and its direct and indirect subsidiaries.

“SDLP Consent Letters” means the consent request letters submitted by SDLP on May 3, 2017 to the SDLP Lenders, and any amendments thereto, requesting certain amendments to the SDLP Agreements.

“SDLP Agreements” means the (a) US$1,450,000,000 senior secured credit facility agreement originally dated 20 March 2013 between, amongst others, Seadrill Vela Hungary Kft as borrower and ING Bank N.V. as agent as set out in Schedule 3 (Amended and Restated Vela Facility Agreement) of the Third Amendment and Restatement Agreement dated 16 August 2017 between, amongst others, Seadrill Tellus Ltd. and Seadrill Vela Hungary Kft as borrowers and ING Bank N.V. as agent (as amended, restated, supplemented or otherwise modified from time to time); (b) US$119,100,000 secured credit facility agreement originally dated 16 August 2017 (as amended, restated, supplemented or otherwise modified from time to time) between, amongst others, Seadrill T-15 Ltd. and Seadrill T-16 Ltd., as borrowers, and Citibank Europe plc, UK Branch as agent; and (c) US$420,000,000 term loan and revolving credit facilities agreement originally dated 28 December 2012 (as amended, restated, supplemented or otherwise modified from time to time) between, amongst others, Seadrill Polaris Ltd. (previously SFL West Polaris Limited) as borrower and DNB Bank ASA as agent.

“SDLP Lenders” means the beneficial holders or owners of, or holders or owners of the ultimate economic interest in, any exposure under any of the SDLP Agreements.

“Seabras” means Seabras Sapura Holding GmbH, a company incorporated under the Laws of the Republic of Austria, Seabras Sapura PLSV Holding GmbH, a company incorporated under the Laws of the Republic of Austria, Seabras Servicos de Petroleo SA, a company incorporated under the Laws of the Federative Republic of Brazil, and their direct and indirect subsidiaries.

“Seabras Sapura Agreements” means the (a) US $543,000,000 secured facilities agreement dated 31 December 2013 between, among others, Sapura Diamante GmbH, Sapura Topazio GmbH and ING Bank N.V., (b) US $780,000,000 secured facilities agreement dated 10 April 2015 between, among others, Sapura Onix GmbH, Sapura Jade GmbH, Sapura Rubi GmbH and ING Bank N.V., and (c) guarantees and undertakings granted by each of Seadrill and Sapura Energy Berhad (formerly SapuraKencana Petroleum Berhand) in connection with (a) and (b), in each case as amended, restated, supplemented or otherwise modified through the date hereof.

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“Seabras Sapura Lenders” means the beneficial holders or owners of, or holders or owners of the ultimate economic interest in, any exposure under any of the Seabras Sapura Agreements.

“Seabras Consent Letters” means the waiver approval letters executed (or to be executed on or about the date of this Agreement) by, among others, Seabras and the agent under each of the Seabras Sapura Agreements (on behalf of certain of the Seabras Sapura Lenders) temporarily waiving events of default arising as a result of the commencement of the Chapter 11 Cases.

“Seabras Term Sheet” has the meaning set forth in the recitals to this Agreement.

“Seadrill” has the meaning set forth in the preamble to this Agreement.

“Seadrill ECA” means each of:

and any affiliate thereof, in each case in its capacity solely as a provider, or in respect of Eksportkreditt Norge AS or any of its nominees only as a recipient, of a Seadrill ECA Guarantee, (including, for the avoidance of doubt, in circumstances where the Credit Agreement Claims of one or more ECA Covered Lenders have been transferred to such provider in accordance with the terms of such Seadrill ECA Guarantee and this Agreement), provided that for the purposes of Sections 4.06 and 4.07 only, the term “Seadrill ECA” shall not include Eksportkreditt Norge AS or any of its nominees.

“Seadrill ECA Guarantee” means any guarantee granted or insurance policy issued by a Seadrill ECA under which such Seadrill ECA has agreed to provide cover to an ECA Covered Lender under and in connection with each relevant obligor’s obligations under one or more Credit Agreements, in each case, in accordance with the general terms and conditions of that guarantee or insurance policy.

“Seadrill Entity” means, collectively, Seadrill and each of its direct and indirect wholly- and partially-owned subsidiaries.

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“SeaMex” means SeaMex Ltd., a company incorporated under the Laws of Bermuda, and its direct and indirect subsidiaries.

“SeaMex Agreement” means the US$750,000,000 senior secured credit facility dated 20 March 2015 between, amongst others, Seamex Ltd. and ING Bank N.V.

“SeaMex Consent Letter” means the consent letter to be executed pursuant to “Request A” in the request letter issued by SeaMex to the SeaMex Lenders on 2 June 2017.

“SeaMex Lenders” means the beneficial holders or owners of, or holders or owners of the ultimate economic interest in, any exposure under the Seamex Agreement.

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

“Select Commitment Parties” means certain funds and/or accounts holding Unsecured Notes that are managed, advised or sub-advised by Aristeia Capital L.L.C., GLG Partners LP, Saba Capital Management LP and Whitebox Advisors LLC and their respective Affiliates.

“Sevan” has the meaning set forth in the preamble to this Agreement.

“SFL” has the meaning set forth in the preamble to this Agreement.

“SFL Credit Agreements” means each of the following, as amended, restated, supplemented or otherwise modified from time to time:

(a) the US$475,000,000 secured term loan and revolving credit facility agreement originally dated 17 October 2013 between, amongst others, SFL Linus Ltd. as borrower and Nordea Bank AB (publ), filial i Norge as agent;

(b) the US$390,000,000 secured term loan and revolving credit facility agreement originally dated 31 October 2013 between, amongst others, SFL Deepwater Ltd. as borrower and ABN Amro Bank N.V. as agent; and

(c) the US$375,000,000 secured term loan and revolving credit facility agreement originally dated 24 May 2013 between, amongst others, SFL Hercules Ltd. as borrower and Nordea Bank AB (publ), filial i Norge as agent.

“SFL Charter Agreements” means, collectively:

(a) the head-charter agreement originally dated 7 October 2008 (as amended, restated, supplemented or otherwise modified from time to time) made between SFL Hercules Ltd as owner, Seadrill Offshore AS as charterer and Seadrill as charter guarantor;

(b) the head-charter agreement originally dated 7 October 2008 (as amended, restated, supplemented, or otherwise modified from time to time) made between SFL Deepwater Ltd as owner, Seadrill Deepwater Charterer Ltd as charterer and Seadrill as charter guarantor;

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(c) the head-charter agreement originally dated 30 June 2013 (as amended, restated, supplemented or otherwise modified from time to time) made between SFL Linus Ltd as owner, North Atlantic Linus Charterer Ltd as charterer and Seadrill as charter guarantor; and

(d) the sub-charter agreement originally dated 30 June 2013 (as amended, restated, supplemented or otherwise modified from time to time) made between North Atlantic Linus Charterer Ltd as owner, North Atlantic Norway Ltd. as charterer and Seadrill as charter guarantor.

“SFL Claims” means, collectively, each Claim against a Company Party under an SFL Charter Agreement.

“SFL Consent Letter” means, collectively, the consent letters, amendments, waivers, forbearances, or other documents reasonably necessary to avoid the occurrence or continuation of any defaults or events of default under the SFL Credit Agreements as a direct consequence of the Implementation Mechanisms and Restructuring Transactions, including the commencement of the Chapter 11 Cases.

“SFL Documents” means, collectively, the SFL Charter Agreements and all other documents entered into pursuant to or in connection therewith, including the applicable guarantee and collateral agreements for the same.

“SFL Entity” means Ship Finance International Limited, SFL Linus Ltd, SFL Hercules Ltd and SFL Deepwater Ltd.

“SFL Lenders” means the beneficial holders or owners of, or holders or owners of the ultimate economic interest in, any exposure under any of the SFL Credit Agreements.

“SFL Schemes” means any scheme(s) of arrangement under section 99 of the Companies Act 1981 (Bermuda) proposed by one or more of the SFL Entities in order to obtain, among other things, the requisite consent under the SFL Credit Agreements to amend the SFL Documents in accordance with the terms of the SFL Term Sheet.

“SFL Term Sheet” has the meaning set forth in the recitals to this Agreement.

“Solicitation Materials” means solicitation materials with respect to the Plan together with the Disclosure Statement.

“Structural Flex” means the making of any amendment to this Agreement (including the exhibits, annexes and schedules hereto):

(a) that amends the proposed allocation of New Seadrill Common Shares (as defined in the Restructuring Term Sheet), New Secured Notes, or rights to purchase either, provided that any such amendment would not result in (a) a breach of the change of control provision set forth in the Credit Facility Term Sheet; or (b) the Equity Placement being for less than an amount equal to $200 million; and

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(b) that increases the initial principal amount of the New Secured Notes from that contemplated by this Agreement (including the Term Sheets); provided, however, that (i) in no event shall the initial principal amount of the New Secured Notes exceed US $1,000,000,000 and (ii) the proceeds of any additional New Secured Notes, net of any additional NSN Escrow Amount (as defined in the New Secured Notes Term Sheet) at existing proportions, shall be funded into RigCo.

“Termination Date” means the date on which termination of this Agreement as to a Party is effective in accordance with Sections 13.01, 13.02, 13.03, 13.04, 13.05, 13.06, or 13.07.

“Term Sheets” has the meaning set forth in the recitals to this Agreement.

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

“Transfer Agreement” means an executed form of the transfer agreement providing, among other things, that a transferee is bound by the terms of this Agreement and substantially in the form attached hereto as Exhibit D.

“Trustee” means any indenture trustee, collateral trustee, or other trustee or similar entity under any series of the Unsecured Notes.

“Unsecured Notes” means, collectively, each of the following series:

(a) the following series of United States dollar-denominated notes (the indentures governing clauses (a)(i) through (iii) and the other Finance Documents entered into pursuant thereto, collectively, the “USD Indentures”):

(i) US$1,000,000,000 5 ⁵⁄₈% Senior Notes issued by Seadrill due 2017 (“Seadrill 2017 Notes”);

(ii) US$500,000,000 6 ¹⁄₈% Senior Notes issued by Seadrill due 2020 (“Seadrill 2020 Notes”); and

(iii) US$600,000,000 6.25% Senior Notes issued by NADL due 2019 (“NADL 2019 Notes”); and

(b) the following series of Norwegian or Swedish krone-denominated notes (the bond agreements governing clauses (b)(i) through (iii) and the other Finance Documents entered into pursuant thereto, each as amended, restated, supplemented or otherwise modified from time to time, the “NOK/SEK Bond Agreements”):

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(i) the FRN Seadrill Senior Unsecured Bond Issue 2013/2018 dated 11 March 2013 (ISIN NO 001 067314.8) (“Seadrill NOK Notes”);

(ii) the FRN Seadrill Senior Unsecured Bond Issue 2013/2019 dated 17 March 2014 (ISIN NO 001 070579.1) (“Seadrill SEK Notes”); and

(iii) the FRN North Atlantic Drilling Limited Bond Issue 2013/2018 dated 13 February 2015 (ISIN NO 001 069241.1), guaranteed by Seadrill. (“NADL NOK Notes”).

“Unsecured Note Claims” means Claims under the Unsecured Notes.

1.02. Interpretation. For purposes of this Agreement:

(a) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender;

(b) capitalized terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form;

(c) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions;

(d) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit shall mean such document, schedule, or exhibit, as it may have been or may be amended, restated, supplemented, or otherwise modified from time to time; provided that any capitalized terms herein which are defined with reference to another agreement, are defined with reference to such other agreement as of the date of this Agreement, without giving effect to any termination of such other agreement or amendments to such capitalized terms in any such other agreement following the date hereof;

(e) unless otherwise specified, all references herein to “Sections” are references to Sections of this Agreement;

(f) the words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety rather than to any particular portion of this Agreement;

(g) captions and headings to Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Agreement;

(h) references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable limited liability company Laws;

(i) the use of “include” or “including” is without limitation, whether stated or not;

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(j) the phrase “counsel to the Consenting Stakeholders” refers in this Agreement to each counsel specified in Section 15.10 other than counsel to the Company Parties; and

(k) for the avoidance of doubt, the Consenting Lenders that are members of the CoCom act in their individual capacities and not as agent, trustee, or in any other fiduciary capacity with respect to any other Consenting Lender or any other Party.

Section 2. Effectiveness of this Agreement.

(a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement:

(i) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders;

(ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf;

(iii) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs;

(iv) the CoCom Extension Letter shall have been executed and become effective according to its terms;

(v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date);

(vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms;

(vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom;

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(viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and

(ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred.

(b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement.

(c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Section 3. Definitive Documents.

3.01. The Definitive Documents governing the Restructuring Transactions shall consist of the following:

(a) irrespective of Implementation Mechanism:

(i) the Investment Agreement;

(ii) the Non-Consolidated Entity Amendments;

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(iii) the following documents, in each case consistent with the Credit Facility Term Sheet: (A) amended, or amended and restated, Credit Agreements; (B) new, amended, or amended and restated guarantees and security documents and agreements; (C) amendments to the Credit Agreements and related documents effectuating the foregoing documents; and (D) all opinions, certificates, filings and other deliverables required to satisfy the conditions precedent to the effectiveness of the foregoing documents and agreements;

(iv) the indenture and first and second ranking guarantee and security documents to effectuate the issuance of the New Secured Notes, in each case, consistent with the New Secured Notes Term Sheet;

(v) an intercreditor agreement with respect to the amended Credit Facilities, the New Secured Notes and the amended SFL Charter Agreement consistent with the Intercreditor Term Sheet;

(vi) the Contribution Agreement (as defined in the Cash Pooling Term Sheet); and

(vii) any organizational documents of the Reorganized Company Parties;

(viii) the amended SFL Documents, consistent with the SFL Term Sheet, including any amendment to the SFL Charter Agreements necessary or desirable to implement the IHCo-RigCo-NSNCo structure as contemplated in Section G1 of the SFL Term Sheet (but irrespective of that section excluding any such amendments to the SFL Credit Agreements which shall be a matter solely for SFL and its lenders);

(b) if the Schemes of Arrangement are commenced and not discontinued;

(i) a practice statement letter (to the extent applicable) and an explanatory statement (including for the avoidance of doubt, the scheme document itself);

(ii) an order of the relevant court in which the Scheme of Arrangement has been filed, giving orders for directions with respect to, among other things, the convening of creditor and/or member meetings to vote on the Scheme of Arrangement;

(iii) an order of the relevant court in which the Scheme of Arrangement has been filed sanctioning the Scheme of Arrangement; and

(iv) any other document, deed, agreement, filing, notification, letter or instrument necessary or desirable (in the opinion of the proponent of the Scheme of Arrangement, acting reasonably) entered into by a Company Party or Consenting Stakeholder in connection with the relevant Scheme of Arrangement and referred to in the explanatory statement described in paragraph (b)(i) above (including, for the avoidance of doubt, documents referred to in the scheme of arrangement described in the explanatory statement); and

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(c) if the Chapter 11 Cases are commenced:

(i) the following documents: (A) the Plan; (B) the Confirmation Order; (C) the Disclosure Statement; (D) the Solicitation Materials; and (E) the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials (including the rights offering procedures attached thereto);

(ii) the Proposed Cash Collateral Order and any other Cash Collateral Order;

(iii) the First Day Pleadings and all orders sought pursuant thereto;

(iv) the registration statement in relation to the Equity Securities and the offering memorandum in connection with the issuance of the New Secured Notes; and

(v) the Plan Supplement.

3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Term Sheets, as they may be modified, amended, or supplemented in accordance with Section 14. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Lenders, the Required Consenting Noteholders, and the Required Commitment Parties; provided, however, that, with respect to any Scheme of Arrangement, only the approval of the Required Consenting Lenders and Required Consenting Noteholders with Company Claims/Interests against the Company Parties subject to such Scheme of Arrangement is required.

3.03. The following Definitive Documents shall be consistent with the SFL Term Sheet and otherwise in form and substance reasonably acceptable to SFL: (a) the amended SFL Documents (including, for the avoidance of doubt, the amended guarantee and collateral documents entered into in connection with the amended SFL Charter Agreements) and (b) the other Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date to the extent they materially affect SFL.

Section 4. Commitments of the Consenting Stakeholders.

4.01. General Commitments, Forbearances, and Waivers.

(a) During the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its Company Claims/Interests pursuant to this Agreement to:

(i) support the Restructuring Transactions and vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;

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(ii) (with respect to Consenting Lenders, solely as to those that are members of the CoCom in their collective capacity therein) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;

(iii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and

(iv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party.

(b) During the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its Company Claims/Interests pursuant to this Agreement that it shall not directly or indirectly:

(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;

(ii) either itself or through any representatives or agents solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue or respond to Alternative Restructuring Proposals from or with any Entity or propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for Alternative Restructuring Proposals (and shall immediately inform the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, further, that at the request of the Company Parties, the Consenting Lenders or their advisors may consult with the Company Parties at the time the Company Parties are making the determination whether to exercise their fiduciary duties to accept and enter into (or seek authorization from the Bankruptcy Court to enter into) a commitment supported by the board of directors, board of managers, or such similar governing body of any Company Party with respect to an Alternative Restructuring Proposal in respect of which the offeror has paid the Company Parties a refundable advance deposit, in the same form and aggregate amount and on equivalent terms as the deposit paid by the Commitment Parties under the Investment Agreement; provided, however, that this clause (ii) shall not apply to a Plan B;

(iii) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Schemes of Arrangement, the Chapter 11 Cases, this Agreement, the Ancillary Proceedings, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;

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(iv) (A) take (directly or indirectly) any Enforcement Actions; (B) direct or encourage any other person to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor of any Enforcement Action, in each case except as contemplated by this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties, the Required Commitment Parties, and the CoCom; provided that nothing herein shall impact the automatic acceleration of a Filing Entity’s indebtedness that may occur under the Finance Documents or Applicable Credit Agreement Waiver Letters, in each case due to the filing of the Chapter 11 Cases or Schemes of Arrangement; or

(v) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under the Cash Collateral Order, the Confirmation Order or any other Definitive Document.

(c) Each Consenting Stakeholder, during the Agreement Effective Period, hereby temporarily waives any breach by any Company Party of, and any default or event of default (howsoever described) under, any Finance Document which shall or may arise as a result of or is related to, directly or indirectly, the commencement of any Chapter 11 Cases, Schemes of Arrangement or other Implementation Mechanisms or any of the steps, actions or transactions required by, specified or contemplated in and/or implemented by or undertaken pursuant to this Agreement (but excluding, for the avoidance of doubt, any breach of this Agreement or any of the Definitive Documents), including:

(i) any of the Company Parties that are not Filing Entities failing to make any payment of principal, amortization, interest, or other amounts due under the Finance Documents to any Agent or Consenting Lender so long as the Company Parties make any such payments to the extent that would be required by the Cash Collateral Order if such Company Party were a Filing Entity (but excluding, for the avoidance of doubt, any breach of this Agreement (except any breach occurring solely as a result of a default or event of default under the Finance Documents) or any of the Definitive Documents); and

(ii) any of the Company Parties that are not Filing Entities failing to comply with any of the financial covenants under their respective Credit Agreements.

(d) (i) Upon the occurrence of the Restructuring Effective Date, without prejudice to any consents, waivers, releases or discharges contained in any Implementation Mechanism, each Consenting Stakeholder hereby permanently waives any default or event of default (howsoever described and howsoever occurring) by a Company Party under the Finance Documents to which it is a party (whether or not occurring as a result of the steps and actions contemplated by this Agreement or the Restructuring Transactions).

(ii) Nothing in this Agreement shall be construed as a waiver of any default or event of default (howsoever described and howsoever occurring) under any Definitive Document arising on or after the occurrence of the Restructuring Effective Date and nothing in this Agreement shall impair, restrict or reduce any right or remedy that any Party may have as a result of or related to any such default or event of default.

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(e) Notwithstanding any provision of any document to the contrary, but subject to Section 15.26, no Party shall exercise any contractual right against any other Party under the terms of any agreement existing immediately prior to the Agreement Effective Date, where such right arises as a result of any action to be taken in accordance with the terms of this Agreement or any of the Definitive Documents (or as otherwise consented to by the Company Parties, the Required Commitment Parties and the CoCom to be necessary or desirable for the consummation or implementation of the Restructuring Transactions), unless such exercise of right is contemplated by the terms of this Agreement.

(f) On the date upon which holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, then in each case automatically and without the need for any further request or instruction under any applicable Finance Document, the applicable Agent is hereby instructed by Consenting Lenders who comprise the requisite lenders under each Credit Agreement to acknowledge and otherwise comply with this Section 4.01, noting that nothing in this Section 4.01 shall operate to override the Agent’s rights and obligations under the Credit Agreements solely in its role as Agent.

(g) On the date upon which holders of at least two thirds of the aggregate outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, then in each case automatically and without the need for any further request or instruction under any applicable Finance Document, the applicable Trustee is hereby directed to acknowledge and otherwise comply with this Section 4.01.

(h) The Consenting Lenders hereby agree to the maturity and amortization schedule set forth on Part I of Annex 2 to the Credit Facilities Term Sheet; provided, however, that the Consenting Lenders that are members of the CoCom agree to consent to an amendment to the Credit Facilities Term Sheet to reflect the maturity and amortization schedule set forth on Part II of Annex 2 to the Credit Facilities Term Sheet and to use commercially reasonable efforts to obtain the support of the Required Consenting Lenders to amend this Agreement to reflect such modified schedule within 30 days after the Petition Date.

4.02. Non-Consolidated Entity Amendments. During the Agreement Effective Period, each Consenting Stakeholder agrees in respect of each of its Company Claims/Interests pursuant to this Agreement:

(a) to support, and not object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Non-Consolidated Entity Amendments; and

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(b) to the extent it holds or beneficially owns Claims against a Non-Consolidated Entity that are subject to the Non-Consolidated Entity Amendments, to (i) consent to and execute all documentation necessary to effectuate the Non-Consolidated Entity Amendments; and (ii) take all actions necessary or reasonably requested by the Company Parties to authorize and direct a consent to or execute any document necessary to consent to and support the Non-Consolidated Entity Amendments,

provided that nothing in this Section 4.02 shall require any Consenting Stakeholder to take any action to effectuate a Non-Consolidated Entity Amendment in respect of the Seabras Sapura Agreements (and any actions, authorizations or other consents shall be separately procured by Seabras from the Seabras Sapura Lenders, which shall be in form and substance consistent with the Seabras Term Sheet).

4.03. Locked-Up Company Claim/Interest Confirmations. During the Agreement Effective Period, each Consenting Stakeholder must notify counsel to the Company Parties as soon as reasonably practicable of any change to that Consenting Stakeholder’s Company Claims/Interests (which, for the avoidance of doubt, shall comply with Section 9).

4.04. Commitments with Respect to Schemes of Arrangement. During the Agreement Effective Period, each Consenting Stakeholder agrees in respect of each of its Company Claims/Interests pursuant to this Agreement:

(a) to use commercially reasonable efforts to (i) take all necessary steps, and (ii) execute all necessary documents, in order to authorize and direct a vote on such Consenting Stakeholder’s behalf in favor of the Schemes of Arrangement proposed by a Company Party in respect of each of its Company Claims/Interests against the Company Party that is subject to that Scheme of Arrangement pursuant to this Agreement;

(b) without limiting the binding nature of any Scheme of Arrangement, to comply with the terms of each Scheme of Arrangement that it is subject to and to take all commercially reasonable actions and steps (including executing any document) to give effect to the terms of each Scheme of Arrangement that it is subject to;

(c) to the extent a class of Company Claims/Interests is permitted to vote to accept or reject the Scheme of Arrangement, to attend (in person or by proxy) any relevant Scheme Meeting and vote (or cause the relevant person to vote, to the extent it is legally entitled to cause that person to vote) each of its Company Claims/Interests, in favor of any matter necessary to facilitate, implement and/or consummate the Scheme of Arrangement on terms consistent with the Term Sheets, including promptly instructing any relevant Agent/Trustee to take any step to facilitate, implement and/or consummate the Scheme of Arrangement and to vote with respect to any amendment or modification to the Scheme of Arrangement or adjournment to a Scheme Meeting in each case to the extent as contemplated by or which is required in accordance with the Term Sheets;

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(d) to not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote referred to in clause (c) above; provided, however, that nothing in this Agreement shall prevent any Party from withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Scheme of Arrangement if this Agreement is terminated with respect to such Party; and

(e) to otherwise support and take all commercially reasonable actions necessary or reasonably requested by Seadrill or the relevant Company Party to give effect to the Scheme of Arrangement.

4.05. Commitments with Respect to Chapter 11 Cases.

(a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials:

(i) vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot;

(ii) to the extent it is permitted to elect whether to opt out of the releases set forth in the Plan, elect not to opt out of the releases set forth in the Plan by timely delivering its duly executed and completed ballot(s) indicating such election; provided that such Plan releases are materially consistent with those set forth in the Restructuring Term Sheet; and

(iii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses (a)(i) and (ii) above; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely consent or vote with respect to the Plan if this Agreement has been terminated with respect to such Party.

(b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Filing Entity in the Bankruptcy Court that is consistent with this Agreement; provided that no Consenting Stakeholder shall be required to take action in support of such pleading or document unless such motion or other pleading is shared, where reasonably practicable, with counsel to such Consenting Stakeholder with a sufficient opportunity to consult with the Consenting Stakeholder and the relevant Filing Entities regarding such motion or other pleading.

4.06. Seadrill ECA Confirmations. On and from the date it becomes party to this Agreement, and at all times during the Agreement Effective Period, each Seadrill ECA agrees for the benefit of each applicable ECA Covered Lender that:

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(a) the applicable Seadrill ECA Guarantee shall remain in full force and effect, notwithstanding the entry into and performance of this Agreement by any Company Party or ECA Covered Lender, nor the fact that the Seadrill ECA Guarantee has not been called in accordance with its terms, nor the implementation of the Restructuring Transactions in accordance with the Term Sheets (including, without limitation, the execution of any amendments to and the granting of any consents and waivers in respect of any Credit Agreement contemplated by the Term Sheets);

(b) subject to each relevant ECA Covered Lender complying with the terms of this Agreement, each Seadrill ECA Guarantee that it has granted or issued as the case may be, shall, following the implementation of the Restructuring Transactions, remain enforceable by the relevant ECA Covered Lenders in accordance with the same terms and conditions of such Seadrill ECA Guarantee as of the Agreement Effective Date (save for any amendments to such Seadrill ECA Guarantee expressly agreed by the relevant ECA Covered Lenders, the relevant Seadrill ECA and Seadrill (if applicable) outside the terms of this Section 4.06 and Section 4.07); and

(c) automatically and without further need for any further instruction other than instructions required in accordance with Section 4.07, each applicable ECA Covered Lender is authorized and directed to comply with and perform its obligations under this Agreement as a Consenting Lender, including, without limitation, executing any amendments to and granting any consents and waivers in respect of any Credit Agreement and any Definitive Document contemplated by the Term Sheets.

4.07. Seadrill ECA Standstill.

(a) On and from the date it becomes party to this Agreement unless otherwise agreed by the relevant Seadrill ECA and the relevant ECA Covered Lenders from the Agreement Effective Date until the date that is eleven (11) months from the Petition Date, subject to Section 4.06, each ECA Covered Lender agrees not to make any claim under any Seadrill ECA Guarantee of which it is a beneficiary or exercise any other rights and remedies available to it under the terms thereof (unless otherwise separately agreed with the applicable Seadrill ECA).

(b) On and from the date it becomes party to this Agreement, and at all times during the Agreement Effective Period, subject to Section 4.06, each ECA Covered Lender agrees not to: (i) agree to or implement any amendment to any Definitive Document if such amendment would be inconsistent with this Agreement (including the Term Sheets) or any ECA Matter, (ii) grant any consent or waive of any term hereof or exercise any right, power or discretion in relation to this Agreement, or (iii) agree to the termination of this Agreement or any term hereof, without the prior written consent of each Seadrill ECA that has granted or issued the relevant Seadrill ECA Guarantee of which it is a beneficiary.

(c) Upon receipt of any request from a Company Party to amend or grant a consent or waiver of any term of this Agreement, each Seadrill ECA shall promptly notify the relevant ECA Covered Lender of its acceptance or refusal (as the case may be) of such request. No ECA Covered Lender shall be obliged to respond to any such request from a Company Party, or be in breach of this Agreement for failing to do so, unless and until the relevant ECA Covered Lender has received instructions in respect of such request from the relevant Seadrill ECA.

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(d) Upon the termination of this Agreement in accordance with Section 13, any rights and remedies of the ECA Covered Lenders under any Seadrill ECA Guarantee shall be fully and freely exercisable by such ECA Covered Lenders.

Section 5. Additional Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything contained in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Schemes of Arrangement or Plan, as applicable, by any Consenting Stakeholder, or any acceptance of the Schemes of Arrangement or Plan, as applicable, by any class of creditors, but subject to Section 15.26 and 15.27, nothing in this Agreement shall:

(a) be construed to prohibit any Consenting Stakeholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement;

(b) be construed to prohibit any Consenting Stakeholder from appearing as a party-in-interest in any matter to be adjudicated in a Chapter 11 Case or any Scheme of Arrangement, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering with, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring Transactions;

(c) subject to the terms of Section 4.01(b)(ii), affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee) or any Scheme of Arrangement;

(d) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions;

(e) prevent any Consenting Stakeholder from enforcing this Agreement;

(f) require any Consenting Stakeholder to incur any material financial or other material liability other than as expressly described in this Agreement;

(g) obligate a Consenting Stakeholder to deliver a vote to support the Schemes of Arrangement or Plan, as applicable, or prohibit a Consenting Stakeholder from withdrawing such vote, in each case upon the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date); provided that upon the withdrawal of any such vote on or after the Termination Date (other than as a result of the occurrence of the Restructuring Effective Date), such vote shall be deemed void ab initio and such Consenting Stakeholder shall have the opportunity to change its vote;

(h) require any Consenting Stakeholder to take any action which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege;

(i) prevent any Consenting Stakeholder from taking any action which is required by applicable Law;

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(j) prevent any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like;

(k) subject to the terms of Section 4, prevent any Consenting Stakeholder from exercising any right under any Finance Document, nor shall anything contained in this Agreement be deemed to constitute a waiver or amendment of any provision of any Finance Document other than as expressly set forth herein;

(l) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims/Interests in accordance with the terms of the relevant Finance Documents (including, without limitation, the filing of a proof of claim against any Filing Entity); provided that, for the avoidance of doubt, nothing in this Section 5(l) shall permit any Consenting Stakeholder to enforce any security interest, or exercise any foreclosure or other contractual or legal remedy, in respect of any asset of any Company Party that would otherwise not be permitted pursuant to Section 4; or

(m) prohibit any Consenting Stakeholder from taking any action that is not inconsistent with this Agreement.

Section 6. Commitments of the Company Parties.

6.01. Affirmative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, the Company Parties agree to:

(a) support and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with this Agreement, including by complying with Section 4 and Section 5 to the extent they hold or otherwise control any Company Claims/Interests;

(b) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated herein, support and take all steps reasonably necessary and desirable to address any such impediment;

(c) make commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions;

(d) make commercially reasonable efforts to actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions (including, if applicable, the timely filing of objections or written responses in a Scheme of Arrangement or Chapter 11 Case) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Restructuring Transactions;

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(e) negotiate in good faith and use commercially reasonable efforts to execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement;

(f) use commercially reasonable efforts to seek additional support for the Restructuring Transactions from their other material stakeholders to the extent reasonably prudent and to the extent the Company Parties receive any Joinders, notify the Consenting Stakeholders of such Joinders;

(g) consult with the advisors to the Consenting Stakeholders regarding the implementation of the Restructuring Transactions, including with respect to:

(i) the Implementation Mechanisms to be used in order to implement and consummate the Restructuring Transactions, including whether to terminate or not initiate an Implementation Mechanism;

(ii) with respect to any Schemes of Arrangement of the Credit Agreement Claims, the jurisdiction and steps for the launch of each such Schemes of Arrangement;

(iii) the identity of the Filing Entities in any Chapter 11 Cases; and

(iv) whether it is necessary or desirable for the Company Parties to seek any Ancillary Proceedings;

(h) upon reasonable request of the Consenting Stakeholders, inform the advisors to the Consenting Stakeholders as to: (i) the material business and financial (including liquidity) performance of the Consolidated Group; (ii) the status and progress of the Restructuring Transactions, including progress in relation to the negotiations of the Definitive Documents; and (iii) the status of obtaining any necessary or desirable authorizations (including any consents) from each Consenting Stakeholder, any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange;

(i) inform counsel to the Consenting Stakeholders as soon as reasonably practicable after becoming aware of: (i) any event or circumstance that has occurred, or that is reasonably likely to occur (and if it did so occur), that would permit any Party to terminate, or would result in the termination of, this Agreement; (ii) any matter or circumstance which they know, or suspect is likely, to be a material impediment to the implementation or consummation of the Restructuring Transactions; (iii) any notice of any commencement of any material involuntary Insolvency Proceedings, legal suit for payment of debt or securement of security from or by any person in respect of any Company Party; (iv) a breach of this Agreement (including a breach by any Company Party) and (v) any representation or statement made or deemed to be made by them under this Agreement which is or proves to have been materially incorrect or misleading in any respect when made or deemed to be made;

(j) comply with their obligations under the CoCom Appointment Letter, as amended by the CoCom Extension Letter, and not terminate it (or seek to reject it in any Chapter 11 Case) other than in accordance with its terms;

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(k) participate in weekly (or as may otherwise be agreed to between the Company Parties and counsel to the CoCom) calls with the advisors to the CoCom regarding the status and progress of the implementation of the Restructuring Transactions, including the Chapter 11 Cases and the Company Parties’ efforts with respect to confirmation of the Plan;

(l) make commercially reasonable efforts to maintain their good standing under the Laws of the state or other jurisdiction in which they are incorporated or organized;

(m) make commercially reasonable efforts to operate their business in the ordinary course, taking into account the Restructuring Transactions;

(n) (i) provide counsel for the Consenting Lenders, Consenting Noteholders, and Commitment Parties a reasonable opportunity to review draft copies of all First Day Pleadings and, (ii) to the extent reasonably practicable, provide a reasonable opportunity to counsel to any Consenting Stakeholders materially affected by such filing to review draft copies of other documents that the Company Parties intend to file with the court sanctioning the Schemes of Arrangement or the Bankruptcy Court, as applicable;

(o) comply in all respects with the provisions of Request 1 (including but not limited to, the provisions of Request 1 relating to equal treatment of the Lenders under (and as defined in) the Credit Agreements), other than any amendments, or derogations from, the terms of Request 1:

(i) necessary to implement the Non-Consolidated Entity Amendments;

(ii) necessary to comply with the Bankruptcy Code or implement any other arrangement described in this Agreement (including the exhibits, annexes, and schedules hereto) that is to become effective before the Restructuring Effective Date;

(iii) necessary to permit the making of Permitted Newbuild Contract Payments (as defined in Request 1) pursuant to any Guaranteed Newbuild Contract up to US$200,000,000 in the aggregate, only to the extent the payment is funded from cash flows of the Company Parties; or

(iv) which may otherwise be agreed in writing by the Required Lenders, Majority Lenders, or Required Majority (as the case may be) under (and as defined in) each Credit Agreement; and

(p) perform their obligations under the SFL Charter Agreements, including their timely payment of the respective charter hire in accordance with the terms thereof, until the Restructuring Effective Date.

6.02. Negative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly:

(a) (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement (including the Term Sheets) or (ii) commence any proceeding or prosecute, join in, or otherwise support any action to oppose, object to, or delay entry of the Confirmation Order or an order approving the Investment Agreement;

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(b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement (including the Term Sheets) or the Plan;

(c) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement (including the Term Sheets) in all material respects;

(d) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement (including the Term Sheets) or the Plan; provided, however, that notwithstanding anything to the contrary in this Agreement, the filing by a Company Party of a motion or other pleading with the Bankruptcy Court or any other court to authorize or facilitate the acceptance or return of deposits in connection with Alternative Restructuring Proposals shall not constitute a breach of this Agreement; or

(e) initiate any Implementation Mechanism that does not comply with this Agreement (including with respect to the consultation rights of the Consenting Lenders and the Commitment Parties).

Section 7. Additional Provisions Regarding Company Parties’ Commitments.

7.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law, and any such action or inaction pursuant to such exercise of fiduciary duties shall not be deemed to constitute a breach of this Agreement.

7.02. Notwithstanding anything to the contrary in this Agreement, each Company Party and their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives:

(a) from the Execution Date until the entry of the Confirmation Order (but, for the avoidance of doubt, not thereafter):

(i) shall not solicit, initiate, encourage, or induce Alternative Restructuring Proposals except as set forth in the Investment Agreement or this Agreement; and

(ii) shall have the rights to (1) consider, respond to, and facilitate Alternative Restructuring Proposals; (2) provide access to non-public information concerning any Company Party to any Entity or enter into confidentiality agreements or nondisclosure agreements with any Entity; (3) maintain or continue discussions or negotiations with respect to Alternative Restructuring Proposals, including those received pursuant to clause (b) of this Section 7.02;

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(4) otherwise cooperate with, assist, participate in, or facilitate any inquiries, proposals, discussions, or negotiation of Alternative Restructuring Proposals; and (5) enter into or continue discussions or negotiations with holders of Claims against or Equity Interests in a Company Party regarding the Restructuring Transactions or Alternative Restructuring Proposals; and

(b) from the Investment Agreement Effective Date until 90 days after the Petition Date, shall have the rights to solicit, initiate, encourage, or induce Alternative Restructuring Proposals from any Entity.

7.03. Nothing in this Agreement shall (a) be construed to prohibit any Company Party from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement, (b) be construed to prohibit any Company Party from appearing as a party-in-interest in any matter to be adjudicated in a Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of delaying, interfering, impeding, or taking any other action to delay, interfere or impede, directly or indirectly, with the Restructuring Transactions, (c) affect the ability of any Company Party to consult with any Consenting Stakeholder, (d) impair or waive the rights of any Company Party to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions, (e) prevent any Company Party from enforcing this Agreement, (f) require any Company Party to incur any material financial or other material liability other than as expressly described in this Agreement, or (g) prohibit any Company Party from taking any action that is not inconsistent with this Agreement.

Section 8. Limited Releases.

8.01. For good and valuable consideration, effective upon the occurrence of the Agreement Effective Date, each Party hereby releases and discharges each Released Party from any and all Causes of Action, whether known or unknown, asserted on behalf of such releasing Party or that such releasing Party would have been legally entitled to assert (whether individually or collectively), arising on or before the Agreement Effective Date and arising from any Released Party’s negotiation of and/or entry into this Agreement, the Investment Agreement, or the other Definitive Documents.

8.02. Notwithstanding anything to the contrary in Section 8.01, the releases set forth in Section 8.01 do not release: (a) any post-Agreement Effective Date obligations of any Party or Entity under this Agreement, the Investment Agreement, any Restructuring Transaction, or any other document, instrument, or agreement (including the Definitive Documents) executed to implement this Agreement or the Restructuring Transactions; (b) any Claims against the Company Parties for principal, interest, or other amounts owing under the Finance Documents or any Equity Interests; or (c) any Causes of Action (i) arising before the commencement of the negotiation of this Agreement and the Investment Agreement, (ii) unrelated to the negotiation of or entry into this Agreement, the Investment Agreement, or the other Definitive Documents, (iii) between one Company Party and another Company Party, (iv) between any Party and that Party’s own Affiliates, or between any Party and/or that Party’s Affiliates and their own respective current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries,

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partners, limited partners, general partners, principals, members, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals; or (v) solely to the extent any such Cause of Action, as determined by a final order of a court of competent jurisdiction, arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct, or gross negligence. The releases in Section 8 are in addition to, and not in lieu of, the releases to be included in the Plan or other Definitive Documents.

Section 9. Transfer of Interests and Securities.

9.01. During the Restricted Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless:

(a) in the case of any Company Claims/Interests other than Credit Agreement Claims, the authorized transferee is either (1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; and

(b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder.

For the avoidance of doubt, the Company Parties acknowledge and agree that, to the extent a Seadrill ECA, by complying with this Section 9.01, becomes or agrees to become a Consenting Lender in respect of any Credit Agreement Claims that are the subject of such cover arrangements, no consent of any Company Party shall be required for such Seadrill ECA to become a Consenting Lender hereunder.

9.02. Upon compliance with the requirements of Section 9.01, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section 9.01 shall be void ab initio. A Consenting Stakeholder that makes a Transfer pursuant to Section 9.01(b)(ii) shall provide notice of such Transfer to the Company Parties as soon as reasonably practicable after such Transfer.

9.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests; provided, however, that (a) any Consenting Stakeholder that acquires additional Company Claims/Interests must comply with Section 4.03 hereof and (b) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders).

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9.04. This Section 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

9.05. Notwithstanding Section 9.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section 9.01; and (iii) the transfer otherwise is a permitted transfer under Section 9.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee.

9.06. Notwithstanding anything to the contrary in this Section 9, the restrictions on Transfer set forth in this Section 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Section 10. Representations and Warranties of Consenting Stakeholders. Each Consenting Stakeholder severally, and not jointly, represents and warrants that, as of the date such Consenting Stakeholder executes and delivers this Agreement, on each date of a Scheme Meeting and on the Restructuring Effective Date:

(a) it is the beneficial or record owner of the face amount of the Company Claims/Interests or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests reflected in, and, having made reasonable inquiry, is not the beneficial or record owner of any Company Claims/Interests other than those reflected in, such Consenting Stakeholder’s signature page to this Agreement or a Joinder or a Transfer Agreement, as applicable (as may be updated pursuant to Section 4.03);

(b) it has the full power and authority to act on behalf of, vote and consent to matters concerning such Company Claims/Interests;

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(c) such Company Claims/Interests are free and clear of any pledge, Lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition, transfer, or encumbrances of any kind, that would adversely affect in any way such Consenting Stakeholder’s ability to perform any of its obligations under this Agreement at the time such obligations are required to be performed;

(d) it has the full power to vote, approve changes to, and transfer all of its Company Claims/Interests referable to it as contemplated by this Agreement subject to the terms and conditions of the Finance Documents and applicable Law;

(e) solely with respect to holders of Company Claims/Interests other than Credit Agreement Claims, (i) it is either (A) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (B) not a U.S. person (as defined in Regulation S of the Securities Act), or (C) an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act), and (ii) any securities acquired by the Consenting Stakeholder in connection with the Restructuring Transactions will have been acquired for investment and not with a view to distribution or resale in violation of the Securities Act; and

(f) except as contemplated by this Agreement, it is not party to any restructuring support or similar agreement in respect of the Seadrill Entities between (i) any of the Consenting Lenders or Consenting Noteholders and (ii) any of the Commitment Parties which has not been disclosed to the Company Parties.

Section 11. Representations and Warranties of Company Parties. Each Company Party severally, and not jointly, represents and warrants that, as of the date such Company Party executes and delivers this Agreement, on each date of a Scheme Meeting and on the Restructuring Effective Date:

(a) to the best of its knowledge having made all reasonable inquiries, no order has been made, petition presented or resolution passed for the winding up of or appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of it or any other Company Party or other member of the Consolidated Group, and no analogous procedure has been commenced in any jurisdiction; provided, however, that this Section 11 does not apply to the commencement of any Implementation Mechanism; and

(b) it has not, and no member of the Consolidated Group has, entered into any arrangement in respect of any of the Finance Documents (including with any individual lender thereunder, irrespective of whether it is or is to become a Consenting Lender) on terms that are not reflected in the Term Sheets; provided, however, that this Section 11 does not apply to the previously sanctioned scheme of arrangement with respect to the $450M Credit Facility (Eminence) or any other previously sanctioned scheme of arrangement with respect to any Credit Facility.

Section 12. Mutual Representations, Warranties, and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, on each date of a Scheme Meeting and on the Restructuring Effective Date:

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(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

(b) except as expressly provided in this Agreement (including the Term Sheets), the Plan and the Bankruptcy Code or as expressly contemplated by the Implementation Mechanisms, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;

(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;

(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and

(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.

Section 13. Termination Events.

13.01. Consenting Stakeholder Termination Events. This Agreement may be terminated (a) with respect to the Consenting Lenders by the Required Consenting Lenders, (b) with respect to the Consenting Noteholders by the Required Consenting Noteholders, (c) with respect to the Commitment Parties by the Required Commitment Parties, and (d) with respect to SFL (solely with respect to Sections 13.01(a), 13.01(c), 13.01(e), and 13.01(f) through 13.01(j)) by SFL, in each case, by the delivery to the Company Parties of a written notice in accordance with Section 15.10 hereof upon the occurrence and continuation of any of the following events:

(a) the breach in any material respect by a Company Party of any of the representations, warranties, or covenants of the Company Parties set forth in this Agreement that (i) is adverse to the Consenting Stakeholders seeking termination pursuant to this provision and (ii) remains uncured (to the extent curable) for ten (10) Business Days after such terminating Consenting Stakeholders transmit a written notice in accordance with Section 15.10 hereof detailing any such breach;

(b) the economic substance or the legal rights, remedies, or benefits of the Restructuring Transactions is materially and adversely affected in a manner that (i) is a result of fraud, bad faith, or willful misconduct by any of the Company Parties or their applicable boards of directors or officers and (ii) remains uncured for ten (10) Business Days after such terminating Consenting Stakeholders transmit a written notice in accordance with Section 15.10 hereof detailing any such occurrence;

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(c) the Company Parties (i) withdraw the Plan or (ii) publicly announce their intention not to support the Restructuring Transactions;

(d) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for fifteen (15) Business Days after such terminating Consenting Stakeholders transmit a written notice in accordance with Section 15.10 hereof detailing any such issuance; provided, that this termination right may not be exercised by any Party that sought or requested such ruling or order in contravention of any obligation set out in this Agreement;

(e) the failure by the Company Parties to have commenced one or more of the Chapter 11 Cases or Schemes of Arrangement by 11:59 p.m. prevailing Eastern time on September 12, 2017;

(f) the Bankruptcy Court enters an order denying confirmation of the Plan;

(g) the Investment Agreement is terminated according to its terms (other than as a result of a breach by the Consenting Stakeholder seeking termination under this Agreement);

(h) the entry of an order by the Bankruptcy Court, or the filing of a motion or application by any Company Party seeking an order (without the prior written consent of the Required Consenting Lenders and the Required Commitment Parties) (i) converting one or more of the Chapter 11 Cases of a Filing Entity that is obligated under the Finance Documents to a case under chapter 7 of the Bankruptcy Code, (ii) dismissing one or more of the Chapter 11 Cases of a Filing Entity that is obligated under the Finance Documents, (iii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases of a Filing Entity that is obligated under the Finance Documents, (iv) vacating the (interim or final, as applicable) Cash Collateral Order, or (v) rejecting this Agreement;

(i) a termination of the Filing Entities’ right to consensually use cash collateral following the occurrence of a Termination Event as defined in the (interim or final, as applicable) Cash Collateral Order; or

(j) other than for the purpose of implementing the Restructuring Transactions in accordance with the terms of this Agreement, one or more Insolvency Proceedings are opened in respect of any Company Party that is an Obligor under (and as defined in) the Finance Documents that have not been dismissed within forty-five (45) days of the commencement thereof; provided that this termination right shall not apply to or be exercised by any Party that initiated or supported the initiation of the Insolvency Proceedings in question in contravention of any contrary obligation or restriction set out in this Agreement.

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13.02. Individual Consenting Lender’s Termination Events. Each Consenting Lender may terminate this Agreement, with respect to itself only, upon prior written notice to the other Parties delivered in accordance with Section 15.10 hereof, upon the occurrence and continuation of any of the following events:

(a) if any terms of the Investment Agreement are amended, waived or otherwise modified without the prior written consent of the Required Consenting Lenders, with the effect of decreasing the amount of the new money investment provided thereunder, or

(b) any Definitive Document being executed or filed by a Company Party that includes terms (by amendment or otherwise) that are inconsistent in any material respect with this Agreement (including the Term Sheets) in a manner adverse to such Consenting Lender, unless such inconsistency has been approved in writing by such Consenting Lender; provided, that this termination right shall only apply if such event remains uncured for fifteen (15) Business Days after such terminating Consenting Lender transmits a written notice in accordance with Section 15.10 hereof detailing any such inconsistent and adverse terms; provided, further, that this termination right shall not apply if such Definitive Document is executed or filed according to the terms of Section 3.02, as applicable, or is amended, modified, or supplemented according to Section 14 or the terms of the applicable Definitive Documents.

13.03. Commitment Party Termination Events. Upon the termination of the Investment Agreement, either (i) in relation to the Commitment Parties pursuant to section 8.1 or 8.3 of the Investment Agreement or (ii) in relation to a Commitment Party pursuant to section 8.2 of the Investment Agreement, this Agreement shall terminate as to such affected Commitment Party or the affected Commitment Parties as applicable, in all respects (other than any surviving provisions as set forth herein), without any further action or notice.

13.04. Company Party Termination Events. Any Company Party may terminate this Agreement as to all Parties upon prior written notice to all Parties in accordance with Section 15.10 hereof upon the occurrence of any of the following events:

(a) the breach in any material respect by one or more of the Consenting Stakeholders of any provision set forth in this Agreement that remains uncured for a period of ten (10) Business Days after the receipt by the Consenting Stakeholders of notice of such breach;

(b) the board of directors, board of managers, or such similar governing body of any Company Party determines, after consulting with counsel, (i) that proceeding with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or applicable Law or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring Proposal;

(c) the disinterested directors of any of the Company Parties conclude following their investigation that granting the releases set forth in the Restructuring Term Sheet on behalf of any of the Company Parties would be inconsistent with the exercise of their fiduciary duties or applicable Law;

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(d) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for fifteen (15) Business Days after such terminating Company Party transmits a written notice in accordance with Section 15.10 hereof detailing any such issuance; provided, that this termination right shall not apply to or be exercised by any Company Party that sought or requested such ruling or order in contravention of any obligation or restriction set out in this Agreement; or

(e) the Bankruptcy Court enters an order denying confirmation of the Plan.

13.05. Scheme of Arrangement Termination. The obligations set forth in Section 4.04 of this Agreement may be terminated (a) with respect to the Consenting Lenders by the Required Consenting Lenders, (b) with respect to the Consenting Noteholders by the Required Consenting Noteholders, (c) with respect to the Commitment Parties by the Required Commitment Parties, and (d) with respect to SFL, by SFL, in each case, by the delivery to the Company Parties of a written notice in accordance with Section 15.10 hereof by, as applicable, the Required Consenting Lenders, the Required Consenting Noteholders, the Required Commitment Parties, or SFL (as applicable) upon the occurrence and continuation of a Material Adverse Effect.

13.06. Mutual Termination. This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual written agreement among all of the following: (a) the Required Consenting Lenders; (b) the Required Consenting Noteholders; (c) the Required Commitment Parties; and (d) each Company Party.

13.07. Automatic Termination. This Agreement shall terminate automatically without any further required action or notice on the earlier of (i) the Outside Date and (ii) the Restructuring Effective Date.

13.08. Effect of Termination. Except as set forth in Section 15.19, upon the occurrence of a Termination Date as to a Party, this Agreement shall be of no further force and effect as to such Party and each Party subject to such termination shall be released from its commitments, undertakings, and agreements under or related to this Agreement and shall have the rights and remedies that it would have had, had it not entered into this Agreement, and shall be entitled to take all actions, whether with respect to the Restructuring Transactions or otherwise, that it would have been entitled to take had it not entered into this Agreement, including with respect to any and all Claims or Causes of Action. To the extent that a grace period has expired in relation to any events of default (howsoever described) under the Finance Documents after the Agreement Effective Date, that grace period shall remain expired following a Termination Date except as otherwise set forth in this Agreement. Unless the Restructuring Effective Date has occurred, any grace period continuing on the Termination Date shall be treated as expired on the Termination Date except as otherwise set forth in this Agreement. Upon the occurrence of a Termination Date prior to the Confirmation Order being entered by a Bankruptcy Court, any and all consents or ballots tendered by the Parties subject to such termination before a Termination Date shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Parties in connection with the Restructuring Transactions and this Agreement or otherwise; provided, however, any Consenting Stakeholder

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withdrawing or changing its vote pursuant to Section 5(h) shall promptly provide written notice of such withdrawal or change to each other Party to this Agreement and, if such withdrawal or change occurs on or after the Petition Date, file notice of such withdrawal or change with the Bankruptcy Court. Nothing in this Agreement shall be construed as prohibiting a Company Party or any of the Consenting Stakeholders from contesting whether any such termination is in accordance with its terms or to seek enforcement of any rights under this Agreement that arose or existed before a Termination Date. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict (a) any right of any Company Party or the ability of any Company Party to protect and reserve its rights (including rights under this Agreement), remedies, and interests, including its claims against any Consenting Stakeholder, and (b) any right of any Consenting Stakeholder, or the ability of any Consenting Stakeholder, to protect and preserve its rights (including rights under this Agreement), remedies, and interests, including its claims against any Company Party or Consenting Stakeholder. No purported termination of this Agreement shall be effective under this Section 13.08 or otherwise if the Party seeking to terminate this Agreement is in material breach of this Agreement, except a termination pursuant to Section 13.04(b) or Section 13.04(c). Nothing in this Section 13.08 shall restrict any Company Party’s right to terminate this Agreement in accordance with Section 13.04(b) or Section 13.04(c).

13.09. Notwithstanding Section 13.08, if this Agreement is terminated pursuant to Section 13.01(g) or is otherwise terminated by the Required Commitment Parties, for the period commencing on the Termination Date and ending on the earlier of (a) the Outside Date and (b) the ninetieth (90th) day following the Termination Date, the Consenting Lenders agree to not support any chapter 11 plan filed in the Chapter 11 Cases that is not proposed by Seadrill so long as (i) the Company Parties have, since the Agreement Effective Date, reasonably cooperated (and only if requested in writing) with the CoCom and its advisors regarding a Plan B, (ii) the Company Parties complied, and during such period continue to comply, with Section 6 and Section 7 of this Agreement, to the extent applicable, (iii) a written agreement in principal (which may be in the form of a term sheet) on an alternative reorganization plan that, among other things, restructures Credit Agreement Claims (and which may or may not involve an alternative source of new capital) is reached between the Consenting Lenders and the Company Parties within thirty (30) days after the Termination Date and (iv) a plan and disclosure statement in respect of such alternative plan is filed within forty-five (45) days after the Termination Date, it being understood that no Consenting Lender is under any obligation or commitment to agree to any alternative plan (or any related restructuring transaction), which shall in all cases be subject to all internal approvals regarding such alternative plan and restructuring transactions and all definitive documentation; provided that nothing in this Section 13.09 shall be construed as an extension of the Termination Date.

Section 14. Amendments and Waivers.

(a) This Agreement may not be modified, amended, or supplemented, and no condition or requirement of this Agreement may be waived, in any manner except in accordance with this Section 14.

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(b) Other than the All Party Matters, the Lender Terms, the ECA Matters, and Section 13.03 of this Agreement, this Agreement may be modified, amended, or supplemented, or a condition or requirement of this Agreement may be waived, in a writing signed by: (a) each Company Party and (b) the following Parties, solely with respect to any modification, amendment, waiver or supplement that materially and adversely affects the rights of such Parties and unless otherwise specified in this Agreement: (i) the Required Consenting Lenders; (ii) the Required Consenting Noteholders (to the extent Section 2(a)(viii) is satisfied); (iii) the Required Commitment Parties; and (iv) SFL; provided, however, that if the proposed modification, amendment, waiver or supplement has a material, disproportionate (as compared to other Consenting Stakeholders holding claims within the same class as provided for in the Restructuring Term Sheet) and adverse effect on any of the Company Claims/Interests held by such Consenting Stakeholders (including, without limitation, any disparate treatment with respect to the releases set forth in Section 8.01), then the consent of each such affected Consenting Stakeholder shall also be required to effectuate such modification, amendment, waiver or supplement; provided, further, any exercise of the Structural Flex shall not require the consent of the Consenting Lenders or the Consenting Noteholders.

(c) The All Party Matters may not be modified, amended, waived or supplemented in any manner except in writing signed by: (i) each Consenting Lender; (ii) each Commitment Party; (iii) each Company Party; and (iv) SFL.

(d) The Lender Terms may not be modified, amended, waived or supplemented in any manner except in writing signed by: (i) each Company Party and (ii) each Consenting Lender.

(e) The ECA Matters may not be affected except where agreed by (i) each Company Party; (ii) the Required Consenting Lenders and (iii) each affected Seadrill ECA.

(f) Section 13.03 may not be modified, amended or supplemented in any manner except in a writing signed by each affected Commitment Party and each Company Party.

(g) Any proposed modification, amendment, waiver or supplement that does not comply with this Section 14 shall be ineffective and void ab initio.

(h) The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy or any provision of this Agreement, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy. All remedies under this Agreement are cumulative and are not exclusive of any other remedies provided by Law.

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(i) For the avoidance of doubt, Sections 4.06, 4.07, and 14.01(e) are solely for the benefit of each Seadrill ECA and each ECA Covered Lender that has executed and delivered a counterpart signature page to this Agreement or signature page to a Joinder or a Transfer Agreement (as applicable) to counsel to the Company Parties in its capacity as such. Notwithstanding any provision of this Agreement to the contrary, such sections may only be amended or waived with the consent of each Seadrill ECA and each ECA Covered Lender that has executed and delivered a counterpart signature page to this Agreement or a signature page to a Joinder or a Transfer Agreement (as applicable) to counsel to the Company Parties in its capacity as such.

Section 15. Miscellaneous.

15.01. Acknowledgement. Notwithstanding any other provision herein, this Agreement is not and shall not be deemed to be an offer with respect to any securities or solicitation of votes for the acceptance of a plan of reorganization for purposes of sections 1125 and 1126 of the Bankruptcy Code or otherwise. Any such offer or solicitation will be made only in compliance with all applicable securities Laws, provisions of the Bankruptcy Code, and/or other applicable Law.

15.02. Exhibits Incorporated by Reference; Conflicts. Each of the exhibits, annexes, signatures pages and schedules attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include such exhibits, annexes, and schedules. In the event of any inconsistency between this Agreement (without reference to the exhibits (other than Exhibit B, the Investment Agreement), annexes, and schedules hereto) and the exhibits, annexes, and schedules hereto, this Agreement (without reference to the exhibits, annexes, and schedules thereto) shall govern; provided, however, that, notwithstanding the foregoing, for the avoidance of doubt nothing herein is intended to, and nothing herein shall, affect or modify the rights and obligations of the relevant Company Parties and the Commitment Parties under the Investment Agreement. Further, each of the Commitment Parties’ obligations to fund the Debt Commitment and/or Equity Commitment (as applicable, and as defined in the Investment Agreement) shall be subject solely to the terms and conditions of the Investment Agreement.

15.03. Further Assurances. Subject to the other terms of this Agreement, the Parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, or as may be required by order of the Bankruptcy Court, from time to time, to effectuate the Restructuring Transactions, as applicable.

15.04. Complete Agreement. Except as otherwise explicitly provided herein, this Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, among the Parties with respect thereto, other than any Confidentiality Agreement.

15.05. GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING

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EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to the extent possible, in the Chosen Court, and solely in connection with claims arising under this Agreement: (a) irrevocably submits to the exclusive jurisdiction of the Chosen Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Court; and (c) waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over any Party hereto.

15.06. TRIAL BY JURY WAIVER. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15.07. Execution of Agreement. This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party.

15.08. Rules of Construction. This Agreement is the product of negotiations among the Company Parties and the Consenting Stakeholders, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof. The Company Parties and the Consenting Stakeholders were each represented by counsel during the negotiations and drafting of this Agreement and continue to be represented by counsel.

15.09. Successors and Assigns; Third Parties. This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors and permitted assigns, as applicable. There are no third party beneficiaries under this Agreement, and the rights or obligations of any Party under this Agreement may not be assigned, delegated, or transferred to any other person or entity.

15.10. Notices. All notices hereunder shall be deemed given if in writing and delivered, if sent by electronic mail, courier, or registered or certified mail (return receipt requested) to the following addresses (or at such other addresses as shall be specified by like notice):

(a) if a Company Party, to:

Seadrill Limited

Par-la-Ville Place

14 Par-la-Ville Road

Hamilton HM 08, Bermuda

Attention: Georgina Sousa

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with copies for information only (which shall not constitute notice) to:

Seadrill Management Ltd.

(Corporate Headquarters)

2nd Floor

Building 11

Chiswick Business Park

566 Chiswick High Road

London W4 5YS

United Kingdom

Attention: Chris Edwards

E-mail addresses: Chris.Edwards@seadrill.com

and:

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654

Attention: Anup Sathy and Ross Kwasteniet

E-mail address: asathy@kirkland.com, rkwasteniet@kirkland.com, and

KE_ProjectEagle@kirkland.com

and

Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77006

Attention: Brian E. Schartz

E-mail addresses: bschartz@kirkland.com

and

Slaughter and May

One Bunhill Row

London EC1Y 8YY

United Kingdom

Attention: Philip Snell and Ian Johnson

E-mail addresses: philip.snell@slaughterandmay.com,

ian.johnson@slaughterandmay.com, and sm_eagle_2016@slaughterandmay.com

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(b) if to a Consenting Lender, to the notice details identified on that Consenting Lender’s signature page to this Agreement or its Joinder or its Transfer Agreement, with a copy (which shall not constitute notice unless otherwise specified herein) to:

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attention: Scott Greissman

E-mail addresses: sgreissman@whitecase.com and

WCProjectEagle@whitecase.com

and

White & Case LLP

5 Old Broad Street

London EC2N 1DW

United Kingdom

Attention: David Manson

E-mail addresses: dmanson@whitecase.com and

WCProjectEagle@whitecase.com

(c) if to a Commitment Party, to the notice details identified on the Commitment Party’s signature page to this Agreement or its Joinder or its Transfer Agreement, with a copy (which shall not constitute notice unless otherwise specified herein) to:

(i) If to an Original Commitment Party:

Cadwalader, Wickersham & Taft LLP

Dashwood House, 69 Old Broad Street,

London EC2M 1QS

United Kingdom

Attention: Gregory Petrick and Yushan Ng

E-mail addresses: Gregory.Petrick@cwt.com; Yushan.Ng@cwt.com;

projecteagle@cwt.com

and

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Brad E. Scheler and Jennifer L. Rodburg

Email: Brad.Scheler@friedfrank.com; Jennifer.Rodburg@friedfrank.com

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(ii) If to a Select Commitment Party:

Akin Gump LLP

10 Bishops Square

Eighth Floor

London E1 6EG

United Kingdom

Attention: James Terry and Liz Osborne

Email: james.terry@akingump.com; liz.osborne@akingump.com;

SEADRILLAKIN@akingump.com

and

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

Attention: Ira Dizengoff and Philip Dublin

Email: idizengoff@akingump.com; pdublin@akingump.com;

SEADRILLAKIN@akingump.com

(iii) If to ARCM Master Fund III, Ltd.:

ARCM Master Fund III, Ltd.,

c/o Asia Research & Capital Management Ltd

21/F, SCB Tower

12 Queens Road Central

Hong Kong

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison, LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Facsimile: (212) 373-0524

Attention: Andrew Rosenberg, Elizabeth McColm, and Catherine Goodall

Email: arosenberg@paulweiss.com; emccolm@paulweiss.com;

cgoodall@paulweiss.com

(iv) If to Fintech Investments Ltd.:

Fintech Investments Ltd.

C/O KENDRIS Ltd.

Steinengraben 5

CH-4002 Basel

Switzerland

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with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison, LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Facsimile: (212) 373-0524

Attention: Andrew Rosenberg, Elizabeth McColm, and Catherine Goodall

Email: arosenberg@paulweiss.com; emccolm@paulweiss.com;

cgoodall@paulweiss.com

(d) if to SFL, to:

Ship Finance International Limited

Par-la-Ville Place

14 Par-la-Ville Road

Hamilton HM 08, Bermuda

Attention: Georgina Sousa

with copies for information only (which shall not constitute notice) to:

Ship Finance Management AS

Bryggegata 3

P.O. Box 1327 Vika

N-0112 Oslo, Norway

Email: harald.gurvin@shipfinance.no

Any notice given by delivery, mail, or courier shall be effective when received.

15.11. Independent Due Diligence and Decision Making. Each Consenting Stakeholder hereby confirms that its decision to execute this agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties.

15.12. Role of Agents/Trustees. For the avoidance of doubt and on and from the date on which any Agent/Trustee executes a Joinder, the Parties acknowledge and agree that such Agent/Trustee is not and shall not be responsible for the adequacy, accuracy, or completeness of any statement or information (whether written or oral) made in or supplied in connection with this Agreement and such Agent/Trustee is not responsible for the legality, validity, effectiveness, adequacy, completeness or enforceability of this Agreement or any other document. No Party may take any proceedings against any officers, employees or agents of the Agent/Trustee in respect of any claim it might have against the Agent/Trustee or in respect of any act or omission of any kind by that officer, employee or agent in connection with this Agreement. Any officer, employee or agent of the Agent/Trustee may rely on this paragraph and enforce its terms. Nothing in this Agreement is intended to amend or modify any of the rights, powers, protections and discretions of the Agents/Trustees under the Finance Documents, which remain in full force and effect.

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15.13. Enforceability of Agreement. Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights under this Agreement is subject to the automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents hereunder to the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination rights under this Agreement, to the extent the Bankruptcy Court determines that such relief is required.

15.14. Waiver. If the Restructuring Transactions are not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights. Pursuant to Federal Rule of Evidence 408 and any other applicable rules of evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms or the payment of damages to which a Party may be entitled under this Agreement.

15.15. Specific Performance. It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder.

15.16. Several, Not Joint, Claims. Except where otherwise specified, the agreements, representations, warranties, and obligations of the Parties under this Agreement are, in all respects, several and not joint.

15.17. Severability and Construction. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect if essential terms and conditions of this Agreement for each Party remain valid, binding, and enforceable.

15.18. Remedies Cumulative. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.

15.19. Survival. Notwithstanding (a) any Transfer of any Company Claims/Interests in accordance with Section 9 or (b) the termination of this Agreement in accordance with its terms:

(i) the agreements and obligations of the Parties in Section 8, Section 15 and the Confidentiality Agreements shall survive such Transfer and/or termination and shall continue in full force and effect for the benefit of the Parties in accordance with the terms hereof and thereof; and

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(ii) Sections 4.01(b)(iv), 4.01(b)(v), 4.01(c), 4.01(d), and 4.01(e) shall survive such termination until thirty (30) days after the Termination Date solely to the extent consistent with the terms and conditions of the Cash Collateral Order and as limited by Section 5.

15.20. Cash Collateral Order Notices. The Consenting Lenders hereby grant the CoCom the authority to deliver notices under, and as set forth in, the Cash Collateral Order.

15.21. Capacities of Consenting Stakeholders. Each Consenting Stakeholder has entered into this agreement on account of all Company Claims/Interests that it holds (directly or through discretionary accounts that it manages or advises) and, except where otherwise specified in this Agreement, shall take or refrain from taking all actions that it is obligated to take or refrain from taking under this Agreement with respect to all such Company Claims/Interests. To the extent that a Party holds Credit Agreement Claims, Unsecured Note Claims, and/or commitments under the Investment Agreement (as indicated on its signature page to this Agreement, Joinder, or Transfer Agreement), it shall be considered a Consenting Lender, Consenting Noteholder, and/or Commitment Party, respectively, for the purposes of all rights and obligations of such Parties under this Agreement.

15.22. Conversion of Currency. For the purpose of converting NOK to USD or SEK to USD or any other currency that a Company Party owes a Consenting Stakeholder to USD, the applicable amount, in USD, will be the amount of USD obtained by converting such foreign currency involved in such computation into USD at the spot rate for the purchase of USD with the applicable foreign currency as published under “Currency Rates” in the section of the Financial Times entitled “Currencies, Bonds & Interest Rates” the date that is 2 Business Days prior to such determination.

15.23. Seadrill As Company Parties’ Agent. Each Company Party by its execution of this Agreement hereby irrevocably authorizes Seadrill to give all notices and instructions and make such agreements (including, without limitation, in relation to Section 14) expressed to be capable of being given or made by Seadrill or that Company Party, notwithstanding that they may affect that Company Party, without further reference to or the consent of that Company Party and that Company Party shall, as regards the other Parties, be bound thereby as though that Company Party had agreed that change, given that notice or made that agreement.

15.24. Consents and Acceptances. Where a written consent, acceptance, or approval is required pursuant to or contemplated by this Agreement, pursuant to Section 3.02, Section 14, or otherwise, including a written approval by the Company Parties, the Required Consenting Lenders, the Required Consenting Noteholders, or the Required Commitment Parties, such written consent, acceptance, or approval shall be deemed to have occurred if, by agreement between counsel to the Parties submitting and receiving such consent, acceptance, or approval, it is conveyed in writing (including electronic mail) between each such counsel without representations or warranties of any kind on behalf of such counsel.

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15.25. Certain SFL Matters. The representations and undertakings given by SFL under this Agreement related to the implementation of the terms of the SFL Term Sheet and entry into the applicable Definitive Documents are subject to the SFL Lenders consenting to the implementation of the terms of the SFL Term Sheet, or the sanctioning by the relevant court of the SFL Schemes or a combination of both. SFL agrees to use commercially reasonable efforts to obtain such agreement or sanctioning of the SFL Schemes. Notwithstanding anything to the contrary in this Agreement, (a) the Plan and Confirmation Order shall provide for the assumption of the SFL Charter Agreements as amended consistent with the SFL Term Sheet and for authorization and approval of the other amended SFL Documents to which one or more of the Company Parties will be party to or otherwise bound by and (b) any amendment, modification, or supplement to the SFL Term Sheet shall be in form and substance reasonably acceptable to SFL.

15.26. Hedging Claims. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement shall (i) apply to, affect, modify or limit in any way the rights of holders of Hedging Claims in respect of such Hedging Claims, including the rights of any holder of Hedging Claims who is a Consenting Stakeholder, or (ii) prohibit any holder of Hedging Claims, in respect of such Hedging Claims, from taking any action in or in connection with the Chapter 11 Cases, any Schemes of Arrangement, or otherwise, including without limitation exercising any right in respect of Hedging Claims, interposing any objection to the relief sought therein or voting against the Plan. Notwithstanding anything herein to the contrary in this Agreement, any amendment to the definition of “Hedging Claims” or the provisions that reference the Hedging Claims shall require the consent of the Consenting Stakeholders holding such Hedging Claims

15.27. Seabras Claims. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement shall (i) apply to, waive, release, affect, modify or limit in any way the rights, powers or remedies of the Seabras Sapura Lenders under or in respect of any of the Seabras Sapura Agreements, including the rights of any Consenting Stakeholder who is also a Seabras Sapura Lender, or (ii) prohibit any Seabras Sapura Lender, in respect of any Seabras Sapura Agreements, from taking any action in or in connection with the Chapter 11 Cases, any Schemes of Arrangement, or otherwise, including without limitation exercising any right in respect of the Seabras Sapura Agreements, interposing any objection to the relief sought therein or voting against the Plan.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above written.

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Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEADRILL LIMITED

EASTERN DRILLING AS

SCORPION COURAGEOUS LTD.

SCORPION DEEPWATER LTD.

SCORPION DRILLING LTD.

SCORPION FREEDOM LTD.

SCORPION INTERNATIONAL LTD.

SCORPION INTREPID LTD.

SCORPION OFFSHORE, INC.

SCORPION USA EXPATS INC.

SCORPION VIGILANT LTD.

SDS DRILLING LTD.

SEA DRAGON DE MEXICO S. DE R.L. DE C.V

SEABRAS RIG HOLDCO LTD.

SEADRILL ABU DHABI OPERATIONS LIMITED

SEADRILL AMA OPERATIONS LTD.

SEADRILL AMERICAS, INC.

SEADRILL AQUILA LTD.

SEADRILL ARIEL LTD.

SEADRILL AURIGA LTD.

SEADRILL BRUNEI LTD.

SEADRILL CALLISTO LTD.

SEADRILL CAPITAL SPARES POOL AS

SEADRILL CAPRICORN LTD.

SEADRILL CARINA LTD.

SEADRILL CASTOR PTE LTD.

SEADRILL COMMON HOLDINGS LTD.

SEADRILL CRESSIDA LTD.

SEADRILL DEEPWATER CHARTERER LTD.

SEADRILL DEEPWATER CONTRACTING LTD.

SEADRILL DEEPWATER CREWING LTD.

SEADRILL DEEPWATER HOLDINGS LTD.

SEADRILL DIONE LTD.

SEADRILL DORADO LTD.

SEADRILL DRACO LTD.

SEADRILL ECLIPSE LTD.

SEADRILL EGYPT OPERATIONS LTD.

SEADRILL EMINENCE LTD.

SEADRILL EQUATORIAL GUINEA LTD.

SEADRILL FREEDOM LTD.

SEADRILL GCC OPERATIONS LTD.

SEADRILL GEMINI LTD.

SEADRILL GLOBAL SERVICES LTD.

SEADRILL GULF OPERATIONS NEPTUNE LLC

SEADRILL HYPERION LTD.

SEADRILL INDONESIA LTD.

SEADRILL INSURANCE LTD.

SEADRILL INTERNATIONAL RESOURCING DMCC

SEADRILL INVEST I LTD.

SEADRILL IVORY COAST OPERATIONS LTD.

SEADRILL JACK UP HOLDING LTD.

SEADRILL JACK-UPS CONTRACTING LTD.

SEADRILL JANUS LTD.

SEADRILL JUPITER LTD.

SEADRILL JV GHANA LTD.

SEADRILL LABUAN LTD.

SEADRILL LIBRA LTD.

SEADRILL LIMITED

SEADRILL MANAGEMENT AME LTD.

SEADRILL MANAGEMENT AS

SEADRILL MANAGEMENT LTD.

SEADRILL MANAGEMENT SERVICES LTD.

SEADRILL MIMAS LTD.

SEADRILL MIRA LTD.

SEADRILL NEPTUNE LTD.

SEADRILL NEWFOUNDLAND OPERATIONS LIMITED

SEADRILL NIGERIA DEEPWATER CONTRACTING LTD.

SEADRILL OBERON LTD.

SEADRILL OFFSHORE AS

SEADRILL OFFSHORE MALAYSIA SDN. BHD

SEADRILL OPERATIONS DE MEXICO, S. DE R.L. DE C.V

SEADRILL ORION LTD.

SEADRILL PAYROLL LTD.

SEADRILL PROSPERO LTD.

SEADRILL PROTEUS LTD.

SEADRILL RHEA LTD.

SEADRILL SATURN LTD.

SEADRILL TELESTO LTD.

SEADRILL TELLUS LTD.

SEADRILL TETHYS LTD.

SEADRILL TITAN LTD.

SEADRILL TITANIA SARL

SEADRILL TUCANA LTD.

SEADRILL UK LTD.

SEADRILL UMBRIEL LTD.

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEADRILL VELA LIMITED

SEADRILL VIETNAM LTD.

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEADRILL NIGERIA OPERATIONS LTD.

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SOAS SERVICOS DE PETROLEO LTDA.

By: Eastern Drilling AS

Its: Shareholder

By: Seadrill Offshore AS

Its: Shareholder

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEADRILL SERVICOS DE PETROLEO LTDA.

By: Eastern Drilling AS

Its: Shareholder

By: Seadrill Offshore AS

Its: Shareholder

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEABRAS SERVICOS DE PETROLEO SA

By: Seadrill UK Ltd.

Its: Shareholder

By: Seadrill Common Holdings Ltd.

Its: Shareholder

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SCORPION SERVICOS OFFSHORE LTDA.

By: Scorpion International Ltd.

Its: Shareholder

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEADRILL JACK UP I BV

SEADRILL SAUDI I BV

SEADRILL SAUDI II BV

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEADRILL JACK UP II BV

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEABRAS HOLDINGS GMBH

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEABRAS RIG HOLDING GMBH

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEADRILL ANGOLA LTDA.

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

GOLDEN DREAM SHIPPING COMPANY LIMITED

SEADRILL AUSTRALIA PTE LTD.

SEADRILL CASTOR LTD.

SEADRILL DEEPWATER UNITS PTE LTD.

SEADRILL FAR EAST LTD.

SEADRILL HOLDINGS SINGAPORE PTE LTD

SEADRILL JANUS LIMITED

SEADRILL MANAGEMENT (S) PTE LTD.

SEADRILL OFFSHORE SINGAPORE PTE LTD.

SEADRILL PEGASUS PTE. LTD.

SEADRILL LARISSA LIMITED

SEADRILL (DALIAN) CONSULTING LTD.

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SUBSEA DRILLING (III) LIMITED

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEADRILL MIRA HUNGARY KFT.

SEADRILL NEPTUNE HUNGARY KFT.

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SUBSEA DRILLING (IV) LIMITED

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEADRILL OFFSHORE NIGERIA LTD.

By: Seadrill UK Ltd.

Its: Shareholder

By: Seadrill Limited

Its: Shareholder

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

NORTH ATLANTIC DRILLING LTD.

NORTH ATLANTIC ALPHA LTD.

NORTH ATLANTIC CREW AS

NORTH ATLANTIC CREWING LTD.

NORTH ATLANTIC DRILLING LTD.

NORTH ATLANTIC DRILLING UK LTD.

NORTH ATLANTIC ELARA LTD.

NORTH ATLANTIC EPSILON LTD.

NORTH ATLANTIC HELENE LTD.

NORTH ATLANTIC KARI LTD.

NORTH ATLANTIC LINUS CHARTERER LTD.

NORTH ATLANTIC MANAGEMENT AS

NORTH ATLANTIC NAVIGATOR LTD.

NORTH ATLANTIC NORWAY LTD.

NORTH ATLANTIC PHOENIX LTD.

NORTH ATLANTIC RIGEL LTD.

NORTH ATLANTIC SUPPORT SERVICES LTD.

NORTH ATLANTIC VENTURE LTD.

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

NORTH ATLANTIC MANAGEMENT LLC

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEVAN DRILLING LIMITED

SEVAN BRASIL LTD.

SEVAN DEVELOPER LTD.

SEVAN DRILLER LTD.

SEVAN DRILLING ASA

SEVAN DRILLING LIMITED (UK)

SEVAN DRILLING LTD. (BERMUDA)

SEVAN DRILLING MANAGEMENT AS

SEVAN DRILLING NORTH AMERICA LLC

SEVAN DRILLING RIG II AS

SEVAN DRILLING RIG V AS

SEVAN DRILLING RIG VI AS

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEVAN MARINE SERVICOS DE PERFURACAO LTDA

By: Sevan Drilling Rig IX Pte.

Its: Shareholder

By: Sevan Drilling Limited

Its: Shareholder

By: Sevan Investimentos do Brasil Ltda

Its: Shareholder

By: Sevan Drilling Limited

Its: Shareholder

By: Sevan Drilling Rig IX Pte.

Its: Shareholder

By: Sevan Drilling Limited

Its: Shareholder

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEVAN INVESTIMENTOS DO BRASIL LTDA

By: Sevan Drilling Limited

Its: Shareholder

By: Sevan Drilling Rig IX Pte.

Its: Shareholder

By: Sevan Drilling Limited

Its: Shareholder

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEVAN LOUISIANA HUNGARY KFT.

Company Parties’ Signature Page to

the Restructuring Support and Lock-Up Agreement

SEVAN DRILLING PTE LTD.

SEVAN DRILLING RIG II PTE LTD.

SEVAN DRILLING RIG IX PTE LTD.

SEVAN DRILLING RIG V PTE LTD.

SEVAN DRILLING RIG VI PTE. LTD.

Consenting Stakeholder Signature Page to

the Restructuring Support and Lock-Up Agreement

Address:

E-mail address(es):

Seadrill ECA Signature Page to

the Restructuring Support and Lock-Up Agreement

[SEADRILL ECA]

signing solely with respect to Section 4.06, Section 4.07, Section 13 and Section 14 of the Restructuring Support and Lock-Up Agreement

Name:

Title:

Address:

E-mail address(es):

EXHIBIT A

Term Sheets

ANNEX 1 to EXHIBIT A

Restructuring Term Sheet

SEADRILL LIMITED

RESTRUCTURING TERM SHEET¹

September 12, 2017

THIS RESTRUCTURING TERM SHEET IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED IN THE RSA, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

This term sheet (this “Restructuring Term Sheet”) describes certain restructuring and recapitalization transactions with respect to the Company Parties’ capital structures (the “Restructuring Transactions”) on the terms set forth in the restructuring support and lock-up agreement (the “RSA”) to which this Restructuring Term Sheet is attached as Annex 1 to Exhibit A.

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Definitions

“Administrative Claim” means a Claim incurred by a Debtor on or after the Petition Date and before the Plan Effective Date for a cost or expense of administration of the Chapter 11 Cases entitled to priority under sections 503(b), 507(a)(2), or 507(b) of the Bankruptcy Code.

“Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code.

“Agreement Effective Date” has the meaning set forth in the Restructuring Support and Lock-Up Agreement.

“Amended AOD Credit Facility” means the credit facility under the AOD Credit Agreement as amended substantially consistent with the Credit Facility Term Sheet.

“Amended Credit Facility” has the meaning set forth in this Restructuring Term Sheet.

“Amended Guarantee Facility” means the Guarantee Facility after the Restructuring Effective Date, as modified by (a) taking any steps or executing any documentation required to (i) release all non-cash collateral securing the Guarantee Facility, including pledges of shares in Archer and NADL held by Seadrill, and (ii) increase the existing cash collateral to meet the requirement for security valued at least 150% of the MOF+ Overdraft Limited, as set out in clause 7.2 of the Prepetition Cash Management Agreement; (b) making other amendments thereto that are (i) reasonably necessary to implement the Restructuring Transactions or (ii) otherwise agreed between New Seadrill and Danske Bank; and (c) continuing all issued guarantees, both bid and performance bonds, after the Plan Effective Date.

“Amended NADL Credit Facility” means the Credit Facility under the NADL Credit Agreement as amended substantially consistent with the Credit Facility Term Sheet.

“Amended Sevan Credit Facility” means the Credit Facility under the Sevan Credit Agreement as amended substantially consistent with the Credit Facility Term Sheet.

“Amended SFL Charters” has the meaning set forth in this Restructuring Term Sheet.

“AOD Credit Agreement” means the US$360,000,000 senior secured credit facility agreement originally dated 9 April 2013 between, amongst others, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited and Asia Offshore Rig 3 Limited as borrowers and ABN AMRO Bank N.V. as agent.

“AOD Debtors” means, collectively, each Debtor that is AOD and its direct or indirect wholly-owned subsidiaries.

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

“Bermuda Dissolution Proceedings” has the meaning set forth in this Restructuring Term Sheet.

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

“Causes of Action” means any claims, interests, damages, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable,

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directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code.

“Centerbridge” has the meaning set forth in the Investment Agreement.

“Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against any of the Debtors.

“Commitment Party” has the meaning set forth in the Investment Agreement.

“Company Groups” means each of the following groups of Company Parties, respectively: (a) Seadrill and its wholly-owned direct and indirect subsidiaries; (b) NADL and its wholly-owned direct and indirect subsidiaries; (c) Sevan and its wholly-owned direct and indirect subsidiaries; and (d) AOD and its wholly-owned direct and indirect subsidiaries.

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

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

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

“Credit Agreement Secured Claim” means a Credit Agreement Claim that is Secured.

“Credit Agreement Unsecured Claim” means a Credit Agreement Claim that is not Secured.

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

“Currency Swaps” means the interest rate swaps entered into by a Company Party.

“Currency Swap Claim” means any Claim under or derived from a Currency Swap.

“Customer Contracts” has the meaning set forth in this Restructuring Term Sheet.

“Debtor” means “Filing Entity” as defined in the RSA.

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

“Employee Incentive Plan” has the meaning set forth in this Term Sheet.

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

“Equity Commitment Parties” means the parties to the Investment Agreement that committed to purchase the Equity Placement.

“Equity Placement” has the meaning set forth in this Restructuring Term Sheet.

“Equity Recovery” has the meaning set forth in this Restructuring Term Sheet.

“Equity Security” has the meaning set forth in section 101(16) of the Bankruptcy Code and includes, for the avoidance of doubt, membership interests.

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

“Excess New Seadrill Common Stock” means an amount of New Seadrill Common Shares consisting of (a) the New Seadrill Common Shares that (i) constitute the Unsecured Pool Equity and the Equity Recovery and (ii) will not otherwise be distributed to holders of Claims and Interests under the Plan, less (b) the New Seadrill Common Shares that will otherwise be distributed to holders of Claims under the Plan on account of the Liquidation Recovery.

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“Exculpated Party” means, collectively, and in each case in its capacity as such: (a) the Debtors; (b) any official committees appointed in the Chapter 11 Cases and each of their respective members; and (c) with respect to each of the foregoing, such Entity and its current and former Affiliates, and such Entity’s and its current and former Affiliates’ current and former equity holders (regardless of whether such interests are held directly or indirectly), subsidiaries, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such.

“General Unsecured Claim” means any Unsecured Claim against a Debtor that is not otherwise paid in full pursuant to an order of the Bankruptcy Court, including: (a) Unsecured Note Claims; (b) Currency Swap Claims; and (c) Interest Rate Swap Claims. For the avoidance of doubt, any Credit Agreement Unsecured Claim shall constitute a General Unsecured Claim.

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

“Guarantee Facility Claim” means any Claim against a Debtor under the Guarantee Facility.

“HCB Equity Placement” has the meaning set forth in this Restructuring Term Sheet.

“Hemen” has the meaning set forth in the Investment Agreement.

“Interest” means any Equity Security in any Debtor and any other rights, options, warrants, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable or exchangeable securities or other agreements, arrangements or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in any Debtor.

“Interest Rate Swaps” means the interest rate swaps entered into by a Company Party.

“Interest Rate Swap Claim” means any Claim under or derived from an Interest Rate Swap.

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

“Liquidation Recovery” means an amount of New Seadrill Common Shares and/or other consideration (including new unsecured debt) equal in value (in the case of New Seadrill Common Shares, based on the valuation analysis attached to the Disclosure Statement) to the amount such Claim or Interest would so receive or retain if the applicable Debtor were liquidated under chapter 7 of the Bankruptcy Code as of the Plan Effective Date, as set forth in the liquidation analysis attached to the Disclosure Statement. The form and amount of consideration included in the Liquidation Recovery shall be specified in the solicitation version of the Plan and Disclosure Statement.

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

“NADL Currency Swap Claim” means a Currency Swap Claim against NADL.

“NADL Guaranteed Unsecured Note Claim” means, collectively, any Claim arising under the NADL NOK Notes.

“NADL Revolving Loan Claim” means the Claims, held by Seadrill as of the Petition Date, under the revolving credit facility agreement, dated 30 January 2017, between North Atlantic Drilling Ltd., as borrower, and Seadrill Limited, as lender.

“NADL Interest Rate Swap Claim” means an Interest Rate Swap Claim against NADL.

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

“New NADL” has the meaning set forth in this Restructuring Term Sheet.

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

“New Seadrill” has the meaning set forth in this Restructuring Term Sheet.

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

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“New Sevan” has the meaning set forth in this Restructuring Term Sheet.

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

“Notes Rights Offering” means the rights offering for New Secured Notes of NSNCo, in an amount equal to the Notes Rights Offering Amount, backstopped by the Debt Commitment Parties as contemplated by the Investment Agreement and this Restructuring Term Sheet.

“Notes Rights Offering Amount” means the amount of the Notes Rights Offering, which shall be $85 million and shall be deposited in an escrow account prior to the Plan Effective Date, for New Secured Notes.

“NSNCo” has the meaning set forth in this Restructuring Term Sheet.

“NSN HoldCo” has the meaning set forth in this Restructuring Term Sheet.

“Original Commitment Parties” means Hemen and Centerbridge.

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

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

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

“Other Secured Claim” means any Secured Claim against any of the Debtors, other than a Credit Agreement Claim, the NADL Revolving Loan Claim, or the Sevan Second Lien Claim.

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

“Petition Date” means the earliest date on which a Company Party files a voluntary petition for relief under chapter 11 of the Bankruptcy Code.

“Plan Effective Date” means, with respect to the Plan, the date selected by the Debtors on which: (a) no stay of the Confirmation Order is in effect; (b) all conditions precedent specified in the Plan have been satisfied or waived; and (c) the Plan is declared effective.

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

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

“Priority Tax Claim” means Claims of governmental units of the type described in section 507(a)(8) of the Bankruptcy Code.

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

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

“Released Party” means, collectively, and in each case in its capacity as such: (a) each Company Party; (b) each Reorganized Company Party; (c) each Non-Consolidated Entity; (d) each Consenting Lender; (e) the CoCom and each member of the CoCom; (f) each Consenting Noteholder; (g) each Commitment Party; (h) Hemen; (i) SFL; (j) each current and former Affiliate of each Entity in clause (a) through (k); and (k) each Related Party of each Entity in clause (a) through (k).

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“Releasing Parties” means, collectively, and in each case in its capacity as such: (a) each Company Party; (b) each Reorganized Company Party; (c) each Non-Consolidated Entity; (d) each Consenting Lender; (e) the CoCom and each member of the CoCom; (f) each Consenting Noteholder; (g) each Commitment Party; (h) Hemen; (i) SFL; (j) all holders of Claims; (k) all holders of Interests; (l) each current and former Affiliate of each Entity in clause (a) through (m); and (m) each Related Party of each Entity in clause (a) through (m).

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

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

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

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

“Required Commitment Parties” has the meaning ascribed to it in the Investment Agreement.

“Rights Offering Procedures” has the meaning ascribed to it in this Restructuring Term Sheet.

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

“Seadrill Currency Swap Claim” means a Currency Swap Claim against Seadrill.

“Seadrill Interest Rate Swap Claim” means an Interest Rate Swap Claim against Seadrill.

“Seadrill Unsecured Note Claim” means, collectively, any Claim arising under the Seadrill 2017 Notes, Seadrill 2020 Notes, Seadrill NOK Notes, and Seadrill SEK Notes.

“Secured” means when referring to a Claim: (a) secured by a Lien on property in which the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code; or (b) Allowed pursuant to the Plan or separate order of the Bankruptcy Court as a secured claim.

“Select Commitment Equity Placement” has the meaning set forth in this Restructuring Term Sheet.

“Select Commitment Parties” has the meaning set forth in the Investment Agreement.

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

“Sevan Credit Agreement” means the US$1,750,000,000 senior secured credit facility agreement originally dated 30 September 2013 between, amongst others, various Subsidiaries of Sevan as borrowers and ING Bank N.V. as agent.

“Sevan Second Lien Claim” means the Claims, held by Seadrill as of the Petition Date, against the Sevan Debtors under the amended and restated subordinated revolving credit facility agreement, dated December 2014, between certain Sevan Debtors, as borrowers, and Seadrill, as lender.

“Unsecured Claim” means any Claim that is not a Secured Claim.

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“Unsecured Pool Denominator” means an amount equal to the sum of:

“Unsecured Pool Equity” has the meaning set forth in this Restructuring Term Sheet.

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ANNEX 2 to EXHIBIT A

Proposed Cash Collateral Order

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

VICTORIA DIVISION

INTERIM ORDER (I) AUTHORIZING USE

OF CASH COLLATERAL, (II) GRANTING ADEQUATE

PROTECTION, (III) MODIFYING THE AUTOMATIC STAY,

(IV) SCHEDULING A FINAL HEARING, AND (V) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)² of the above-captioned debtors (the “Debtors”) for entry of interim and final orders seeking, among other things:

(i) authorization for the Debtors to use “cash collateral” as that term is defined in section 363 of title 11 of the United States Code (the “Bankruptcy Code”) (which shall include, but not be limited to, all proceeds of the Prepetition Collateral and any and all cash of any kind, whether in reserved accounts, blocked accounts or otherwise, including, without limitation, any prepetition and postpetition cash and cash equivalents), in which the Prepetition Facility Secured Parties have Prepetition Liens or other interests (the “Cash Collateral”); provided that the cash held by Seadrill Limited in the Administrative Cash Account (as defined in the Cash

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Management Order (as defined below)) in the amount of approximately $300 million as of the Petition Date (such cash, the “Administrative Cash”) has been agreed by the Debtors and the Prepetition Facility Secured Parties to not constitute Cash Collateral (including with respect to any setoff, offset or recoupment rights of the applicable depository related to prepetition obligations), solely for purposes of the consensual use of Cash Collateral (including the grant of adequate protection and other rights) in accordance with this Interim Order; provided, further, that (x) if this Interim Order or the Final Order (each as defined below) is terminated pursuant to paragraph 4 hereof or otherwise, the Prepetition Facility Secured Parties reserve the right to assert that the Administrative Cash constituted Cash Collateral (including for the purpose of calculating any Diminution in Value (as defined below)) and the Debtors reserve their rights to contest such assertion, in each case, on any basis and (y) the Prepetition Facility Secured Parties agree that, solely for the purposes of the consensual use of Cash Collateral in accordance with this Interim Order, Diminution in Value shall not include the use of the Administrative Cash from the Petition Date to the Termination Date (as defined below);

(ii) authorization for the Debtors to grant, as of the Petition Date, certain adequate protection to the Prepetition Facility Secured Parties which has been negotiated at arms’ length as a critical and integrated global compromise on the consensual use of Cash Collateral, to protect against any aggregate diminution in the value of their respective interests in their collateral (including their Cash Collateral), as a result of, inter alia, the imposition of the automatic stay and the use of their Prepetition Collateral (including their Cash Collateral), as required by the Bankruptcy Code;

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(iii) modification of the automatic stay imposed by section 362 of the Bankruptcy Code solely to the extent necessary to permit the Debtors and the Prepetition Facility Secured Parties to implement and effectuate the terms and provisions of this order (together with all annexes and exhibits hereto, this “Interim Order”);

(iv) approval of certain stipulations by the Debtors as set forth in Annex B to this Interim Order with respect to the Prepetition Facilities, and the liens and security interests arising therefrom;

(v) subject to entry of the Final Order (as defined below), the waiver of any right to surcharge the Prepetition Collateral pursuant to section 506(c) of the Bankruptcy Code or other applicable law pursuant to the terms and subject to the conditions and limitations provided for herein and in the Final Order (as defined below);

(vi) the scheduling of a hearing (the “Final Hearing”) to be held before this Court to consider entry of a final order in form and substance acceptable to the Prepetition Facility Secured Parties (the “Final Order”) approving the use of the Cash Collateral, and the grant of adequate protection to the Prepetition Facility Secured Parties on a final basis;

(vii) the waiver of any applicable stay (including under Rule 6004 of the Federal Rules of Bankruptcy Procedure (as amended, the “Bankruptcy Rules”)) and providing for immediate effectiveness of this Interim Order; and

(viii) authorization for Seadrill Limited, as of the Petition Date, to perform and comply with all obligations under that certain Equitable Mortgage Over Shares in Seadrill Deepwater Drillship Ltd. (the “Deepwater Share Pledge”);

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and due, proper and sufficient notice of the Motion and the hearing to approve this Interim Order (the “Interim Hearing”) having been given under the circumstances and the opportunity for objection having been provided; and the Interim Hearing having been held before the Court on September 13, 2017; and it appearing that no other or further notice is necessary with respect to the Court’s entry of this Interim Order; and upon the Mosley Declaration, the evidence submitted and the record of the Interim Hearing held on the Motion to approve this Interim Order; and any and all objections to the entry of this Interim Order having been withdrawn, overruled or otherwise resolved; and that this Court may enter this Interim Order consistent with Article III of the United States Constitution; and it appearing that the relief requested in the Motion and granted herein is in the best interests of the Debtors, their estates, their creditors, and other parties-in-interest; and after due deliberation thereon; and good and sufficient cause appearing therefor,

IT IS HEREBY FOUND AND DETERMINED THAT:³

A. Commencement of the Chapter 11 Cases: On September 12, 2017 (the “Petition Date”), each of the Debtors filed a voluntary petition under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Court”), thereby commencing these chapter 11 cases (the “Chapter 11 Cases”).

B. Debtors in Possession; No Committee: Since the Petition Date, the Debtors have been managing and operating their business and properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. As of the date hereof, no official committee of unsecured creditors (any such committee, the “Committee”) has been appointed in the Chapter 11 Cases.

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C. Jurisdiction and Venue: This Court has jurisdiction over these Chapter 11 Cases, the Motion, and the parties and property affected hereby pursuant to 28 U.S.C. §§ 157(a) and 1334(b). Consideration of the Motion constitutes a core proceeding pursuant to 28 U.S.C. §157(b)(2). The predicates for relief sought herein are sections 105, 361, 362, 363, 507(b) and 552 of the Bankruptcy Code, Bankruptcy Rules 2002, 4001, 6003, 6004 and 9014, and Rule 4001-1 of the Local Rules of Bankruptcy Practice and Procedure for the Southern District of Texas (the “Local Rules”). Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

D. Notice. Notice of the hearing on this Interim Order and the relief requested in the Motion has been provided by the Debtors in accordance and compliance with Bankruptcy Rules 4001 and 9014, as well as the Local Rules, and is sufficient under the circumstances. Without limiting the forgoing, due notice was afforded, whether by facsimile, electronic mail, overnight courier or hand delivery, to parties-in-interest, including (a) the Office of the U.S. Trustee for Southern District of Texas (the “U.S. Trustee”); (b) entities listed as holding the 30 largest unsecured claims against the Debtors (on a consolidated basis); (c) the agents for each of the Debtors’ secured credit facilities; (d) counsel to the CoCom (as defined below); (e) the indenture trustee for each of the Debtors’ unsecured notes; (f) counsel to the Select Commitment Parties (as defined in the chapter 11 plan filed on the Petition Date); (g) counsel to Hemen Holding Ltd. and Centerbridge Credit Partners L.P.; (h) counsel to the counterparties to the Debtors’ swap transactions and Seabras lenders; (i) the Office of the United States Attorney for the Southern District of Texas; (j) the state attorneys general for states in which the Debtors conduct business; (k) the Internal Revenue Service; (l) the Securities and Exchange Commission; (m) the Environmental Protection Agency and similar state environmental agencies for states in which the Debtors conduct business; and (n) any party that has requested notice pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”).

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E. Prepetition Facility Obligations. Seadrill Limited and certain affiliated Debtors are party to thirteen separate secured credit facilities, each with a separate lender group and its own distinct collateral package (including certain collateral that is shared by multiple credit facilities). A detailed description of such Prepetition Facilities and Prepetition Collateral is set forth in Annex A hereto.

F. Stipulations as to Prepetition Facility Obligations. Without limiting the rights of any Committee or any other party-in-interest that has standing as, and solely to the extent set forth in paragraph 11 below, the Debtors permanently, immediately, and irrevocably acknowledge, represent, stipulate and agree to the statements set forth in Annex B hereto (the “Stipulations”).

G. Necessity of Relief Requested. The Debtors have requested immediate entry of this Interim Order pursuant to Bankruptcy Rule 4001(b)(2) and Local Rules 4001-1, 4002-1, and 9013-1, and good cause has been shown for entry of this Interim Order. The Debtors would not have sufficient available sources of working capital to operate their business in the ordinary course or to maintain their property without the use of the Cash Collateral. Without access to, and the ability to use, the Prepetition Collateral, which includes the Rigs (as defined below) and the Cash Collateral, the Debtors’ ability to manage, administer and preserve their estates would be immediately and irreparably harmed, thereby materially impairing their respective estates and creditors and the likelihood of a successful outcome in these Chapter 11 Cases. The terms of the use of Cash Collateral, including the grant of adequate protection and the other rights and

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benefits of the parties set forth in this Interim Order, are fair and reasonable, and the product of arms’ length negotiations, and reflect the Debtors’ exercise of prudent business judgment consistent with their fiduciary duties. Accordingly, entry of this Interim Order is in the best interests of the Debtors, their respective estates and their creditors and other parties-in-interest.

H. Adequate Protection. The Prepetition Facility Secured Parties are entitled, pursuant to sections 361 and 363(e) of the Bankruptcy Code, and as a condition for the use of their Prepetition Collateral, including the Cash Collateral, to the adequate protection of their respective interests in the Prepetition Collateral, including the Cash Collateral. The Prepetition Facility Secured Parties have negotiated in good faith regarding the Debtors’ use of the Cash Collateral to fund the administration of the Debtors’ estates and continued operation of their business, in accordance with the terms hereof. The Prepetition Facility Secured Parties have agreed to permit the Debtors to use the Cash Collateral, in accordance with this Interim Order, including the Budget (as defined below) (subject to Permitted Variance (as defined below)), and subject to the other terms and conditions set forth herein, including the protections afforded parties in “good faith” under section 363(m) of the Bankruptcy Code. Based on the Motion and on the record presented to the Court at the Interim Hearing, the terms of the proposed adequate protection arrangements and of the use of the Prepetition Collateral, including the Cash Collateral, are fair and reasonable, reflect the Debtors’ prudent business judgment, and constitute reasonably equivalent value and fair consideration for the Prepetition Facility Secured Parties’ consent thereto.

Based upon the foregoing, and upon the record made before this Court with respect to the Motion, including the record made at the Interim Hearing, and good and sufficient cause appearing therefor,

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NOW THEREFORE, IT IS HEREBY ORDERED THAT:

1. Motion Granted. The Motion is granted on an interim basis as herein provided and the use of Cash Collateral is authorized for each Debtor, subject and pursuant to the terms and conditions set forth in this Interim Order. Any objections to the Motion with respect to the entry of this Interim Order that have not previously been withdrawn, waived or otherwise resolved are hereby denied and overruled.

2. Authorization to Use Cash Collateral. The Debtors are authorized to use Cash Collateral during the period beginning on the Petition Date until the occurrence of the Termination Date (as defined below), subject to the terms and conditions of this Interim Order and to the adequate protection granted to or for the benefit of the Prepetition Facility Secured Parties as set forth herein, and in accordance with the 13-week cash disbursements and receipts budget attached as Exhibit A to this Interim Order (as such budget may be modified from time to time by the Debtors with the prior written consent of the CoCom (as defined below), the “Budget”); provided that (i) beginning on the date the first updated 13-week cash flow forecast of the Debtors is issued pursuant to paragraph 5(j) hereof, there shall be a permitted percentage variance between the total operating cash flow set forth in the Budget and the actual total operating cash flow for the six-week period ended the last business day of the immediately preceding week (excluding, for purposes of determining Budget compliance and calculation of the Permitted Variance, (A) Professional Fees (as defined below), (B) Adequate Protection Payments (as defined below) and (C) up to $175,000,000 in the aggregate of “Other Non-Operating Activities” (as used in the Budget), consisting of up to $75,000,000 on account of

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hedging arrangements (the “Hedging Basket”) and up to $100,000,000 on account of agreements pursuant to which delivery of a newbuild is deferred (the “Newbuild Basket”) (provided, for the avoidance of doubt, that the remaining $100,000,000 (or up to $150,000,000 to the extent applicable in accordance with clause (ii) below) of “Other Non-Operating Activities” amounts to be used by the Debtors for expenditures (the “Remaining Other Non-Operating Activities Basket”) shall be included for purposes of determining Budget compliance and calculation of the Permitted Variance)), which shall not exceed the greater of (x) 20% of the total operating cash flow from the preceding six-week period and (y) $25,000,000 (the “Permitted Variance”), (ii) to the extent any portion of the Hedging Basket or the Newbuild Basket remains unused, such unused amount up to $25,000,000 for each of the Hedging Basket and the Newbuild Basket (for a potential aggregate amount of $50,000,000) may be applied to the Remaining Other Non-Operating Activities Basket and (iii) solely with respect to the Hedging Basket, the Newbuild Basket and the Remaining Other Non-Operating Activities Basket, any amounts or expenses listed in the line item in the Budget that are unused in the six-week period used to test the Permitted Variance may be carried over and used by the Debtors in any subsequent four-week period for such line item. For the avoidance of doubt, the Debtors shall first use Administrative Cash to pay the fees and expenses of Professional Persons (as defined below), any ordinary course professionals retained pursuant to Court order, and the Clerk and UST Fees (as defined below) and, to the extent the Administrative Cash is insufficient pay such fees and expenses, the Debtors may thereafter use Cash Collateral for purposes of satisfying such claims, in each case in accordance with the terms of this Interim Order.

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3. Termination. The occurrence of any of the following events set forth in clauses (a) through (s) below shall constitute a “Termination Event,” unless waived in writing by the CoCom:

(a) this Interim Order shall cease to be in full force and effect for any reason;

(b) any of these Chapter 11 Cases shall be dismissed or converted to a case under chapter 7 of the Bankruptcy Code, a chapter 11 trustee or examiner with expanded powers pursuant to section 1106(b) of the Bankruptcy Code shall be appointed in any of the Chapter 11 Cases or the Court shall abstain from hearing any of these Chapter 11 Cases, or any of the Debtors shall file a motion or other pleading with the Court seeking any of the foregoing relief;

(c) the Final Order shall not have been entered by this Court on or before 45 days following entry of this Interim Order, unless an extension is otherwise agreed to in writing by the CoCom;

(d) an order shall have been entered (or any of the Debtors shall seek an order) reversing, amending, supplementing, extending, staying, vacating, or otherwise modifying this Interim Order without the prior written consent of the CoCom;

(e) the Debtors shall file or the Court shall grant any application, motion or borrowing request seeking to: (i) incur indebtedness from any party secured by a lien on, or otherwise having a claim against or recourse to, as the case may be, the Debtors, the Prepetition Collateral or the Adequate Protection Collateral (as defined below), unless such liens or claims are junior and subordinated in all respects to the Prepetition Liens, the Prepetition Facility Obligations, the Adequate Protection Liens (as defined below) and the Adequate Protection Superpriority Claims (as defined below) without the consent the CoCom; or (ii) use Cash Collateral on a nonconsensual basis;

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(f) the Court shall grant any application by any party seeking payment of any claim on a superpriority administrative claim basis pari passu, or senior, to the Adequate Protection Superpriority Claims without the consent of the CoCom;

(g) the entry of an order by this Court or any other court having jurisdiction to do so granting relief from or modifying the automatic stay applicable under section 362 of the Bankruptcy Code to allow a holder or holders of any lien or security interest to foreclose or otherwise realize upon their liens or security interests in respect of a Rig;

(h) the Debtors’ exclusive right to file and solicit acceptance of a plan of reorganization is terminated or terminates, unless such exclusivity expires after the Debtors have filed a plan of reorganization with the Court that is in form and substance satisfactory to the Prepetition Facility Secured Parties (for the avoidance of doubt, the RSA Plan (as defined below) shall be considered in a form and substance satisfactory to the Prepetition Facility Secured Parties), and are proceeding in good faith toward confirmation and consummation of such plan;

(i) any Debtor breaches any material covenant or undertaking (after any applicable cure period) in any of the Prepetition Facility Documents relating to the insurance, operation, management and maintenance of any drilling rig that constitutes Prepetition Collateral (each, a “Rig”), including without limitation a breach in connection with expropriation, arrest, detention, capture, condemnation, confiscation, requisition, purchase, seizure, or forfeiture of, or any taking of title to, the applicable Rig;

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(j) the entry of an order by this Court or any other court having jurisdiction to do so (i) authorizing the sale of all or substantially all of a Debtor’s assets, or (ii) authorizing any other sale or disposition of any of the Prepetition Collateral outside the ordinary course of business without the prior written consent of the CoCom;

(k) any Debtor shall make any material payment (including “adequate protection” payments) on or in respect of any prepetition indebtedness other than in accordance with the Budget or otherwise pursuant to this Interim Order or any other interim or final order entered with respect to the Debtors’ “first day” motions (so long as such motions and orders are in form and substance reasonably acceptable to the CoCom);

(l) subject to a five (5) day grace period, the Debtors shall fail to make any Adequate Protection Payment when due;

(m) the entry of an order of this Court avoiding, disgorging, or requiring repayment of any portion of the Adequate Protection Payments made by the Debtors hereunder;

(n) the entry of an order of this Court approving any claims for recovery of amounts under section 506(c) of the Bankruptcy Code or otherwise arising from the preservation or disposition of any Prepetition Collateral;

(o) the Adequate Protection Liens or the Adequate Protection Superpriority Claims granted to the Prepetition Facility Secured Parties shall cease to be valid, perfected and enforceable in all respects, or any Debtor shall assert the invalidity, non-perfection or unenforceability of any of the Adequate Protections Liens or the invalidity or unenforceability of the Adequate Protection Superpriority Claims;

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(p) any Debtor shall seek, or shall support (in any such case by way of, inter alia, any motion or other pleading filed with this Court or any other writing to another party-in-interest executed by or on behalf of any Debtor) any other person’s motion, to disallow or subordinate in whole or in part any Prepetition Facility Secured Party’s claim in respect of Prepetition Facility Obligations or to challenge the validity, enforceability, perfection or priority of the liens in favor of any Prepetition Facility Secured Party (including, without limitation, any Prepetition Liens);

(q) the termination of the prepetition restructuring support agreement entered into by the Debtors and certain consenting creditors dated on or about [•], 2017 (as amended, restated, supplemented or otherwise modified in accordance with its terms, the “Restructuring Support Agreement”), subject to the tail period, if applicable, set forth in Section 13.09 of the Restructuring Support Agreement;

(r) the Debtors shall fail to adhere to the Budget (subject to the Permitted Variance); provided that it shall not constitute a Termination Event if the Debtors exceed the Permitted Variance by no more than $25,000,000 for a period of two weeks, so long as the Debtors are back in compliance with the Budget (subject to the Permitted Variance) within three weeks of the initial date of the noncompliance or

(s) the Debtors shall fail to comply with any other provision of this Interim Order in a material respect.

4. Remedies Upon the Termination Date.

(a) Notwithstanding anything contained herein, the Debtors’ authorization to use Cash Collateral hereunder shall automatically terminate (except for payment of the Carve-Out, as provided in paragraph 7 below) on the date (such date, the “Termination Date”), which is the

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earlier to occur of (x) June 12, 2018 and (y) seven (7) business days from the date (the “Termination Notice Date”) on which written notice of the occurrence of a Termination Event is given (which may be done electronically) by the CoCom to counsel to the Debtors, the U.S. Trustee, and counsel to any Committee appointed in the Chapter 11 Cases (the “Termination Notice,” and such period commencing on the Termination Notice Date and ending seven (7) business days later, the “Termination Notice Period”); provided that, if a hearing to consider relief from the automatic stay, any other appropriate relief in connection with delivery of the Termination Notice, or continued use of Cash Collateral (as may be held on an expedited basis as set forth in paragraph 4(b) below) is requested to be heard within such seven (7) business day period but is scheduled for a later date by the Court, the Termination Notice Period shall be automatically extended to the date of such hearing.

(b) Upon and after the delivery of the Termination Notice, the Debtors and each of the Prepetition Facility Agents and the CoCom consent to a hearing on an expedited basis to consider whether the automatic stay may be lifted so that the Prepetition Facility Secured Parties may exercise any and all of their respective rights and remedies in respect of the Adequate Protection Collateral in accordance with this Interim Order, the applicable Prepetition Facility Documents, or applicable law, or to consider any other appropriate relief (including the Debtors’ use of Cash Collateral on a nonconsensual basis); provided that the rights of the Debtors to oppose any relief requested by the Prepetition Facility Secured Parties and/or the CoCom (and the rights of any Prepetition Facility Secured Party or the CoCom to oppose any request for relief by the Debtors, including for the use of Cash Collateral on a nonconsensual basis) are, in each case, fully reserved.

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(c) During the Termination Notice Period, the Debtors’ right to use Cash Collateral pursuant to this Interim Order shall be limited to payment of: (x) any expenses set forth in the Budget that were incurred prior to, and remain unpaid as of, the Termination Notice Date and (y) solely as determined by the Debtors in their reasonable discretion and in good faith, any other critical business-related expenses necessary to operate the Debtors’ business or preserve the Prepetition Collateral including payments in respect of health or human safety, in each case with prior notice to the CoCom (to the extent reasonably possible) and subject in all respects to the Budget. Following the Termination Date, the Debtors may use Cash Collateral to pay any remaining expenses set forth in the Budget that were incurred (in the ordinary course of business consistent with past practice) prior to, and remain unpaid as of, the Termination Date.

(d) The delay or failure to exercise rights and remedies under this Interim Order or any Prepetition Facility Document shall not constitute a waiver of the Prepetition Facility Secured Parties’ rights hereunder, thereunder or otherwise. The occurrence of the Termination Date or a Termination Event shall not affect the validity, priority or enforceability of any and all rights, remedies, benefits and protections provided to the Prepetition Facility Secured Parties under this Interim Order, which rights, remedies, benefits and protections shall survive the Termination Date.

(e) The automatic stay imposed under Bankruptcy Code section 362(a) is hereby modified as necessary to (i) permit the Debtors to grant the Adequate Protection Liens and Adequate Protection Superpriority Claims and to incur all liabilities and obligations to the Prepetition Facility Secured Parties under this Interim Order, and (ii) authorize the Prepetition Facility Secured Parties to retain and apply any applicable payments hereunder.

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(f) Without limiting any obligations under the Restructuring Support Agreement (to the extent in effect at such time), nothing included herein shall prejudice, impair, or otherwise affect any Prepetition Facility Secured Party’s rights to seek any other or supplemental relief in respect of the Debtors (including any other or additional adequate protection); provided that each Prepetition Facility Secured Party’s right to seek any rights or adequate protection with respect to the Administrative Cash is subject to the express reservation set forth in clause (i) of the preamble of this Interim Order. The rights of the Debtors and all other parties in interest to oppose any such request on any grounds are fully reserved.

5. Adequate Protection. As adequate protection for the respective interests of the Prepetition Facility Secured Parties in the Prepetition Collateral (including the Cash Collateral), pursuant to sections 361 and 363(e) of the Bankruptcy Code, and as a condition for the use of their Prepetition Collateral, including any Cash Collateral, each of the Prepetition Facility Secured Parties are hereby granted the following (collectively, the “Adequate Protection”), effective from the Petition Date:

(a) Adequate Protection Liens. Solely to the extent of, and in an aggregate amount equal to, any diminution in value of any Prepetition Facility Secured Party’s interests in its respective Prepetition Collateral, including on a dollar-for-dollar basis in respect of any Cash Collateral, from and after the Petition Date, arising from the imposition and enforcement of the automatic stay and the Debtors’ use, sale or lease of such Prepetition Collateral, including any Cash Collateral (any such diminution, a “Diminution in Value”), and in each case subject and subordinate to the Carve-Out, each Prepetition Facility Secured Party (or the applicable Prepetition Facility Agent on its behalf) is hereby granted the following security interests and liens (collectively, the “Adequate Protection Liens”):

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(i) pursuant to sections 361(2) and 363(c)(2) of the Bankruptcy Code, valid, binding, continuing, enforceable, fully-perfected, non-avoidable first priority replacement liens on, and security interests in, the Adequate Protection Collateral of each borrower and obligor under the applicable Prepetition Facility under which such Prepetition Facility Secured Party is a party that is not subject to (x) valid, perfected, non-avoidable and enforceable liens in existence on or as of the Petition Date or (y) valid and non-avoidable liens in existence as of the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code; and

(ii) pursuant to sections 361(2) and 363(c)(2) of the Bankruptcy Code, a valid, binding, continuing, enforceable, fully-perfected non-avoidable senior priming replacement liens on, and security interest in, all other Adequate Protection Collateral of each borrower and obligor under the applicable Prepetition Facility under which such Prepetition Facility Secured Party is a party, which replacement liens and security interests shall be (x) junior to the Prepetition Liens, and any (1) valid, perfected and non-avoidable liens in existence as of the Petition Date and (2) valid and non-avoidable liens in existence as of the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code, which in each case are senior in priority to the Prepetition Liens and are permitted by the terms of the Prepetition Facility Documents and (y) senior to all other liens on and security interests of any third parties that were junior to the Prepetition Liens as of the Petition Date.

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(b) Adequate Protection Collateral. “Adequate Protection Collateral” shall mean, collectively, all of the Debtors’ property and assets (whether now owned or after-acquired, and whether real or personal, tangible or intangible), including, without limitation, all Prepetition Collateral, Rigs, postpetition revenues, insurance, bank accounts and other security or deposit accounts of the Debtors (including, for the avoidance of doubt, any accounts opened prior to, on and/or after the Petition Date), all equity interests, all intercompany claims, accounts and receivables (and all rights associated therewith), and any and all proceeds, products, rents and profits of all of the foregoing; provided that Adequate Protection Collateral shall not include (i) the Administrative Cash (subject to the reservation in clause (i) of the preamble of this Interim Order), (ii) assets or property (other than the Prepetition Collateral, including Cash Collateral) upon which, and solely to the extent that, the grant of an Adequate Protection Lien as contemplated in this Interim Order, would constitute a default or event of default, under (a) that certain $1,450,000,000 senior secured credit facility agreement originally dated 20 March 2013 between, amongst others, Seadrill Vela Hungary Kft as borrower and ING Bank N.V. as agent as set out in Schedule 3 (Amended and Restated Vela Facility Agreement) of the Third Amendment and Restatement Agreement dated 16 August 2017 between, amongst others, Seadrill Tellus Ltd. and Seadrill Vela Hungary Kft as borrowers and ING Bank N.V. as agent (as amended, restated, supplemented or otherwise modified from time to time), (b) that certain $119,100,000 secured credit

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facility agreement originally dated 16 August 2017 (as amended, restated, supplemented or otherwise modified from time to time) between, amongst others, Seadrill T-15 Ltd. and Seadrill T-16 Ltd., as borrowers, and Citibank Europe plc, UK Branch as agent, and (c) that certain $420,000,000 term loan and revolving credit facilities agreement originally dated 28 December 2012 (as amended, restated, supplemented or otherwise modified from time to time) between, amongst others, Seadrill Polaris Ltd. (previously SFL West Polaris Limited) as borrower and DNB Bank ASA as agent, (iii) any receivables, collateral, or other assets pledged, assigned, or otherwise granted by a Debtor to secure the Senior Secured Credit Facility Agreement, dated March 20, 2015, as amended from time to time, between SeaMex Ltd. and the other parties thereto, including under the Intra-Group Credit Assignment, dated March 20, 2015, as amended from time to time, between Seadrill Limited and the other parties thereto, (iv) the Mortgaged Shares (as defined under the Deepwater Share Pledge), or (v) any of the Debtors’ claims and causes of action for preferences, fraudulent conveyances, and other avoidance power claims under sections 544, 545, 547, 548, 550 and 553 of the Bankruptcy Code (collectively, the “Avoidance Actions”); and provided, further, that subject only to, and effective upon, entry of the Final Order, Adequate Protection Collateral shall include any and all proceeds or other property that is recovered or becomes unencumbered, whether by judgment, settlement, or otherwise, or is otherwise the subject of any successful Avoidance Actions.

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(c) Adequate Protection Superpriority Claims. To the extent of, and in an aggregate amount equal to, any Diminution in Value in respect of the Prepetition Collateral securing its respective Prepetition Facility, and subject only to the Carve-Out, each Prepetition Facility Secured Party is hereby granted an allowed superpriority administrative expense claim against each borrower and obligor under the applicable Prepetition Facility under which such Prepetition Facility Secured Party is a party (collectively, the “Adequate Protection Superpriority Claims”), which Adequate Protection Superpriority Claims shall, subject to the Carve-Out, have priority over any and all administrative expenses, adequate protection claims and other claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all administrative expenses or other claims arising under the Bankruptcy Code.

(d) Scope of Adequate Protection Liens and Adequate Protection Superpriority Claims. Notwithstanding anything to the contrary herein, solely prior to the entry of the Final Order, (i) the Adequate Protection Liens granted to each Prepetition Facility Secured Party hereunder shall be limited to (x) Adequate Protection Collateral consisting of such Prepetition Facility Secured Party’s Prepetition Collateral and (y) any other Adequate Protection Collateral owned by a borrower or obligor under the applicable Prepetition Facility but only to the extent of the Diminution in Value of the collateral owned by such borrower or obligor; and (ii) the Adequate Protection Superpriority Claims granted to each Prepetition Facility Secured Party hereunder (x) shall be limited to claims against the borrowers and obligors under the applicable Prepetition Facility under which such Prepetition Facility Secured Party is a party and (y) shall be limited to the extent of the Diminution in Value of the collateral owned by such borrower or obligor.

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(e) Status of the Adequate Protection Liens and Adequate Protection Superpriority Claims. The Adequate Protection Liens shall not be (i) subject or subordinate to (A) any lien or security interest that is avoided and preserved for the benefit of the Debtors and their estates under section 551 of the Bankruptcy Code or (B) any lien or security interest arising after the Petition Date, subject only to the Carve-Out, or (ii) except as expressly set forth in clauses (i) or (ii) of paragraph 5(a) above, subordinated to or made pari passu with any other lien or security interest under sections 363 or 364 of the Bankruptcy Code or otherwise. The Adequate Protection Liens shall be in addition to all valid and enforceable liens and security interests now existing in favor of the Prepetition Facility Agents for the benefit of the Prepetition Facility Secured Parties and not in substitution therefor. Notwithstanding anything to the contrary in this Interim Order, (i) if the Plan (as defined in the Restructuring Support Agreement, the “RSA Plan”) is confirmed in accordance with the terms of the Restructuring Support Agreement, any Adequate Protection Liens and Adequate Protection Superpriority Claims granted to any Prepetition Facility Secured Lender (or the applicable Prepetition Facility Agent on its behalf) will be deemed satisfied (including for purposes of satisfying section 1129(a)(9) of the Bankruptcy Code) by the treatment provided to such Prepetition Facility Secured Parties under the RSA Plan or (ii) in the case of any plan of reorganization or liquidation other than the RSA Plan (such plan, a “Non-RSA Plan”), the Adequate Protection Liens and Adequate Protection Superpriority Claims granted to any

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Prepetition Facility Secured Lender (or the applicable Prepetition Facility Agent on its behalf) shall be, under such Non-RSA Plan, either (1) paid in full in cash or (2) provided with any other treatment that has been accepted by the Prepetition Facility Secured Parties holding claims under the applicable Prepetition Facility under which such Prepetition Facility Secured Lender is a party in numbers and amounts sufficient to satisfy the requirements of section 1126(c) of the Bankruptcy Code, so long as such treatment complies with the requirements of section 1129(b) of the Bankruptcy Code (it being agreed that, if all requirements of section 1129(b) are satisfied, then in such case the requirements of section 1129(a)(9) may be deemed satisfied by treatment other than payment in full in cash). Solely for purposes of the consensual use of Cash Collateral in accordance with this Interim Order and solely with respect to Adequate Protection Superpriority Claims and Adequate Protection Liens shall not include any expenditure or transfer of Cash Collateral consistent with the Budget and the Cash Management Order during the period from the Petition Date until the earlier of (x) the effective date of the RSA Plan and (y) the Termination Date. Notwithstanding anything to the contrary herein, each Prepetition Facility Secured Party is hereby granted and shall have replacement liens in all postpetition revenues deposited into Earnings Accounts (as defined in the Cash Management Order) owned by each borrower and obligor under the applicable Prepetition Facility under which such Prepetition Facility Secured Party is a party.

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(f) Adequate Protection Payments. The Prepetition Facility Agents (on behalf of the respective Prepetition Facility Secured Parties) shall each receive from the Debtors (using reasonable efforts where practicable to pay the following payments from Earnings Accounts (as defined in the Cash Management Order)) (i) within five (5) business days following the entry of this Interim Order, cash payment of all accrued and unpaid interest (whether accrued prior to or after the Petition Date) on the applicable Prepetition Facility Obligations at the non-default rates provided for in the respective Prepetition Facility Documents (it being understood that interest shall accrue at the default rate to the fullest extent permitted under the Bankruptcy Code, with all rights to object thereto fully preserved), and all accrued and unpaid fees and costs (whether accrued prior to or after the Petition Date) owing to the Prepetition Facility Secured Parties under the respective Prepetition Facility Documents, and (ii) on the last business day of each month thereafter, cash payment of all accrued and unpaid interest, at the applicable non-default rates provided in the respective Prepetition Facility Documents (it being understood that interest shall accrue at the default rate to the fullest extent permitted under the Bankruptcy Code, with all rights to object thereto fully preserved; provided, that the difference between the applicable non-default and default interest rate shall be waived pursuant to, and on the effective date of, the RSA Plan), and any fees and costs due and payable under the respective Prepetition Facilities, including, without limitation, any accrued fees owing to the Prepetition Facility Secured Parties under the respective Prepetition Facility Documents; provided that, solely in the event that a Non-RSA Plan is confirmed under section 1129 of the Bankruptcy Code and there is a final determination that any Prepetition Facility Secured Parties were undersecured as of the Petition Date, payments received by such Prepetition Facility Secured Parties pursuant to this paragraph 5(f) may be recharacterized and applied as payments of principal attributable to the applicable Prepetition Facility.

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(g) ECA Payments. The Debtors shall pay all interest, premiums and/or other fees (whether incurred prior to or after the Petition Date) due and payable to any Seadrill ECA (as defined in the Restructuring Support Agreement) under, and in accordance with, such Seadrill ECA’s respective Seadrill ECA Guarantee (as defined in the Restructuring Support Agreement) and the Prepetition Facility Documents.

(h) Fees and Expenses. The Debtors shall pay in full, in cash and in immediately available funds all reasonable and documented fees, costs and expenses (whether incurred prior to, on or after the Petition Date), without duplication, of (i) the Prepetition Facility Agents and (ii) the Committee of Coordinators appointed under and as defined in that certain appointment letter dated April 20, 2016 among Seadrill Limited and each member thereof, as amended, restated, supplemented, or otherwise modified from time to time (the “CoCom”), on the terms set forth in each work fee letter entered into between any Debtor and each member of the CoCom (the “CoCom Work Fee Letters”), including all reasonable and documented professional and advisory fees, costs and expenses of their legal, financial and other professionals, including White & Case LLP, Advolatfirmaet BA-HR and Lazard Frères & Co. LLC (which, for the avoidance of doubt, includes the monthly fee, transaction (or similar back-ended) fee and any expenses owed to Lazard Frères & Co. LLC in accordance with the terms of its retention agreement), and including any other local, foreign or regulatory counsel as may at any time be necessary (collectively, the “Prepetition Facility Professionals”), (x) promptly

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upon entry of this Interim Order in the full amounts set forth in any outstanding invoices from the Prepetition Facility Agents and Prepetition Facility Professionals received by the Debtors at least five (5) business days prior to the entry of this Interim Order and outstanding amounts owed to the CoCom outstanding under the CoCom Work Fee Letters (as invoiced to the Debtors) and (y) thereafter, within ten (10) business days after (A) the presentment of any such invoices to the Debtors and the U.S. Trustee (which shall include reasonable supporting detail in the form of standard detailed invoices, which may be redacted to protect privileged, confidential, or commercially or strategically sensitive information) or (B) in the case of the CoCom fees owed to the CoCom under the CoCom Work Fee Letters, such payments coming due pursuant to the terms of the CoCom Work Fee Letters, as invoiced to the Debtors (the payment obligations set forth in this paragraph 5(h), together with the payment obligations set forth in paragraphs 5(f) and 5(g) above, the “Adequate Protection Payments”). The Prepetition Facility Agents, the CoCom and the Prepetition Facility Professionals shall not be required to comply with the U.S. Trustee fee guidelines or file any fee applications with the Court, but shall provide copies of their invoices as set forth above to the U.S. Trustee.

(i) Reservation of Rights. Nothing in this Interim Order shall be construed to limit the Prepetition Facility Agents’ or the CoCom’s respective rights and remedies under the Prepetition Facility Documents, the CoCom Work Fee Letters or applicable law regarding engagement and reimbursement of expenses of professionals and advisors.

(j) Reporting. The Debtors shall comply with the reporting requirements set forth in the Prepetition Facility Documents, and shall provide the following additional reporting to the Prepetition Facility Agents and the CoCom:

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(i) No later than Friday of the fourth week covered by the then existing Budget, an updated 13-week cash flow forecast of the Debtors, substantially in the form of the Budget, which updated Budget shall be in form and substance satisfactory to the Prepetition Facility Agents and the CoCom (but shall not be required to be filed with the Court); provided, however, that if the Prepetition Facility Agents and the CoCom do not agree to an updated Budget, the Budget shall be the then existing Budget or such Budget as may be approved by the Court.

(ii) On Friday of each calendar week, commencing on Friday, September 29, 2017, a variance report comparing, on a line item basis, actual results for the previous individual week and cumulative weeks to the amounts set forth in the Budget for such previous week and since the Petition Date. Such variance report shall provide itemized detail on the utilization of the Hedging Basket, the Newbuild Basket, and the Remaining Other Non-Operating Activities Basket. Each material variance shall be accompanied by a qualitative explanation.

(iii) No later than the date that the monthly operating report is issued, a copy of the unaudited consolidated balance sheet of the Debtors as at the end of such month and the related statements of income and cash flows for such month and the portion of the fiscal year through the end of such month.

(iv) A monthly fleet status report on all drilling rigs.

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(v) Written notice to the CoCom of any drilling contract early termination notices provided by the Debtors’ customers pursuant to the relevant drilling contract.

(vi) The monthly information updates required to be delivered under paragraph 4(w) of each of the waiver and extension approval letters, dated 28 April 2016, related to the Prepetition Facility Loan Documents (as amended, restated, supplemented, or otherwise modified from time to time), to be provided as soon as available, but in any event within forty-five (45) calendar days after the last day of each month.

(vii) The Debtors shall promptly provide notice to each of the Prepetition Facility Agents and the CoCom (with a copy to their counsel), when any Debtor has any knowledge of the occurrence of any Termination Event.

(k) Access to Records. In addition to, and without limiting, any rights to access that the Prepetition Facility Secured Parties have under their respective Prepetition Facility Documents, upon reasonable notice and at reasonable times, the Debtors shall permit representatives, agents and employees of the Prepetition Facility Agents and the CoCom (i) to have access to and inspect the Debtors’ properties, (ii) to examine the Debtors’ books and records, and (iii) to discuss (no less than once per calendar month) the Debtors’ affairs, finances, and condition with the Debtors’ officers and financial advisors, including the status of any pending tax settlements or other contingent liabilities.

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(l) Modifications for Adverse Consequences of Granting Adequate Protection Liens or Adequate Protection Superpriority Claims. If the Debtors determine in good faith (in consultation with any affected Prepetition Facility Agent and the CoCom) that the grant of any Adequate Protection Lien on any asset or Adequate Protection Superpriority Claim of any Debtor (or any direct or indirect non-Debtor subsidiary or affiliate of a Debtor) (i) results, or would result, in a material adverse tax consequence to any Debtor (or any direct or indirect non-Debtor subsidiary or affiliate of a Debtor), (ii) is otherwise prohibited or restricted by applicable law, or (iii) is determined by the Debtors, acting in good faith, to have a reasonable likelihood of giving rise to termination and/or acceleration of any material customer contract, then such Adequate Protection Lien shall not attach to any such asset or such Adequate Protection Superpriority Claim shall be reduced or limited or (solely in the case of clause (i) or (ii) above) void ab initio, as applicable (without further action of the Court, the Debtors, the Prepetition Facility Agents, or the CoCom), solely to the extent necessary to avoid such material adverse consequence, such prohibition, restriction, or such termination or acceleration; provided, however, that the Debtors shall use commercially reasonable efforts to minimize any such material adverse tax consequences, prohibitions, restrictions, terminations, or accelerations, as applicable, and to preserve, to the extent possible, the Adequate Protection Lien or Adequate Protection Superpriority Claim; and provided, further, that to the extent any such asset or claims is excluded pursuant to this paragraph 5(l), such asset or claim shall cease to be so excluded at the time that the condition causing such exclusion no longer exists and, to the extent severable, the Adequate Protection Lien shall attach immediately to such asset and such Adequate Protection Superpriority Claim shall be restored.

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6. Subordination of the Debtors’ Intercompany, Affiliate Liens. All intercompany or affiliate claims (and, to the extent secured, all such liens) of the Debtors (other than any liens granted to the Prepetition Facility Secured Parties), will be tracked and documented, and will be contractually subordinated to the Prepetition Facility Obligations, the Adequate Protection Liens, the Adequate Protection Superpriority Claims, and the liens granted to the Prepetition Facility Secured Parties (but not, for the avoidance of doubt, any other liens or claims except as otherwise ordered by the Court), on terms that are satisfactory to the CoCom.

7. Carve-Out.

(a) Carve-Out. As used in this Interim Order, the “Carve-Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in clause (iii) below) (the “Clerk and UST Fees”); (ii) all reasonable fees and expenses up to $100,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in clause (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the CoCom of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to

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or after delivery of the Carve-Out Trigger Notice, subject (as applicable) to the Investigation Budget Cap; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $50,000,000 incurred after the first business day following delivery by the CoCom of a Carve-Out Trigger Notice (provided that such amount may only be used to pay any Allowed Professional Fees that remain outstanding after first applying to such Allowed Professional Fees any Administrative Cash), to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post Carve-Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by e-mail (or other electronic means) by the CoCom to the Debtors’ lead restructuring counsel, the U.S. Trustee, and counsel to any Committee appointed in the Chapter 11 Cases, which notice may be delivered following the occurrence of a Termination Event (and may be delivered together with, and as a part of, the Termination Notice), stating that the Post Carve-Out Trigger Notice Cap has been invoked.

(b) Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the CoCom to the Debtors with a copy to counsel to the Committee (if any) (the “Termination Declaration Date”), the Debtors shall utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. The Debtors shall also deposit and hold cash in an amount equal to the Post Carve-Out Trigger Notice Cap in a segregated account in trust to pay such Allowed Professional Fees benefiting from the Post Carve-Out

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Trigger Notice Cap (the “Post Carve-Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post Carve-Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the Prepetition Facility Agents for the benefit of the Prepetition Facility Secured Parties, unless the Prepetition Facility Obligations (including, to the extent required pursuant to this Interim Order or the Final Order, any amounts owed on account of the adequate protection granted to the Prepetition Facility Secured Parties pursuant to this Interim Order and the Final Order) have been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. All funds in the Post Carve-Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the Prepetition Facility Agents for the benefit of the Prepetition Facility Secured Parties, unless the Prepetition Facility Secured Obligations (including, to the extent required pursuant to this Interim Order or the Final Order, any amounts owed on account of the adequate protection granted to the Prepetition Facility Secured Parties pursuant to this Interim Order and the Final Order) have been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the Prepetition Facility

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Documents, this Interim Order, or the Final Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph 7, then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph 7, prior to making any payments to the Prepetition Facility Agents or any of the Debtors’ creditors, as applicable. Notwithstanding anything to the contrary in the Prepetition Facility Documents, this Interim Order, or the Final Order, following delivery of a Carve Out Trigger Notice, the Prepetition Facility Agents shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the Prepetition Facility Agents for application in accordance with the Prepetition Facility Documents and this Interim Order or the Final Order. Further, notwithstanding anything to the contrary in this Interim Order, (i) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out and (ii) in no way shall the Budget, Carve Out, Post Carve-Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary herein or in the Final Order, or in the Prepetition Facility Documents, the Carve Out shall be senior to all liens and claims securing the Prepetition Collateral, including the Cash Collateral, the Adequate Protection Liens, the Adequate Protection Superpriority Claims, and any liens or claims securing the Prepetition Facility Obligations.

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(c) No Cap; Priority. Notwithstanding anything to the contrary in this Interim Order, in no way shall the Budget, the Carve-Out, the Post Carve-Out Trigger Notice Cap or the Carve-Out Reserves be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt, and notwithstanding anything to the contrary herein or in the Prepetition Facility Documents, the Carve-Out shall be senior to all liens and claims securing the Prepetition Collateral, including the Cash Collateral, the Adequate Protection Liens and the Adequate Protection Superpriority Claims.

(d) Payment of Allowed Professional Fees Prior to the Carve-Out Trigger Notice Date. Any payment or reimbursement made prior to the occurrence of the Carve-Out Trigger Notice Date in respect of any Allowed Professional Fees shall not reduce the Carve-Out.

(e) Payment of Carve-Out On or After the Carve-Out Trigger Notice Date. Any payment or reimbursement made on or after the occurrence of the Termination Declaration Date in respect of any Allowed Professional Fees shall permanently reduce the Carve-Out on a dollar-for-dollar basis.

8. Reservation of Rights. The Prepetition Facility Agents, the other Prepetition Facility Secured Parties and the CoCom reserve the right to object to the allowance of any fees and expenses, whether or not such fees and expenses were incurred in accordance with the Budget. The payment of any Allowed Professional Fees pursuant to the Carve-Out shall not, and shall not be deemed to (i) reduce any Debtor’s obligations owed to any of the Prepetition Facility Secured Parties (whether under this Interim Order or otherwise) or (ii) modify, alter or otherwise affect any of the liens and security interests of such parties (whether granted under this Interim Order or otherwise) in the Prepetition Collateral or the Adequate Protection Collateral (or their

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respective claims against the Debtors). The Prepetition Facility Secured Parties shall not be responsible for the direct payment or reimbursement of any Allowed Professional Fees, or any fees or expenses of the U.S. Trustee or Clerk of the Court (or of any other entity) incurred in connection with the Chapter 11 Cases or any successor case, and nothing in this Interim Order or otherwise shall be construed to obligate such parties in any way to pay such compensation or to reimburse such expenses; provided that, if any such party has received a payment or distribution in violation of this Interim Order at a time when the Carve-Out has not been fully honored or funded, any and all such payments or distributions received in violation of this Interim Order may be subject to disgorgement to the extent necessary to fund the Carve-Out.

9. Insurance on Assets. The Debtors shall provide continued maintenance of and appropriate insurance on the Debtors’ assets (including the Rigs), in amounts consistent with the Debtors’ prepetition practices and as set forth in the applicable Prepetition Facility Documents.

10. Effectiveness of Adequate Protection Liens. This Interim Order shall be sufficient and conclusive evidence of the validity, perfection, enforceability and priority of the Adequate Protection Liens without the necessity of filing or recording any financing statement, deed of trust, mortgage, security agreement, notice of liens, or other similar instrument or document which may otherwise be required under the law of any jurisdiction or the taking of any other action to validate or perfect the Adequate Protection Liens or to entitle the Adequate Protection Liens to the priorities granted herein. Notwithstanding the foregoing, any Prepetition Facility Agent may, in its sole discretion, file such financing statements, deeds of trust, mortgages, security agreements, notices of liens and other similar instruments or documents, and is hereby granted relief from the automatic stay of section 362 of the Bankruptcy Code in order

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to do so, and all such financing statements, deeds of trust, mortgages, security agreements, notices and other agreements or documents shall be deemed to have been filed or recorded at the time and on the date of the commencement of the Chapter 11 Cases. The Debtors shall execute and deliver to the Prepetition Facility Agents all such financing statements, mortgages, security agreements, notices and other documents as the Prepetition Facility Agents may reasonably request to evidence, confirm, validate or perfect, or to insure the contemplated priority of the Adequate Protection Liens. Each Prepetition Facility Agent, in its sole discretion, may file a photocopy of this Interim Order as a financing statement with any recording officer designated to file financing statements or with any registry of deeds or similar office in any jurisdiction in which the Debtors have real or personal property and, in such event, the subject filing or recording officer shall be authorized to file or record such copy of this Interim Order.

11. Challenges and Claims. The stipulations, admissions, agreements, releases and waivers contained in this Interim Order, including the Stipulations in Annex B of this Interim Order, are and shall be binding upon the Debtors and any of the Debtors’ successors, including, without limitation, any chapter 7 or chapter 11 trustee, responsible person, examiner with expanded powers, or other estate representative and all parties-in-interest and all of their successors-in-interest and assigns, including, without limitation, any Committee, unless, and solely to the extent that, a party-in-interest with requisite standing (subject in all respects to any agreement or applicable law which may limit or affect such entity’s right or ability to do so) (i) has timely filed the proper pleadings, and timely commenced the appropriate proceedings under the Bankruptcy Code and Bankruptcy Rules, including, without limitation, as required pursuant to Part VII of the Bankruptcy Rules (in each case subject to the limitations set forth in

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paragraph 12 below), challenging the Stipulations regarding: (a) the validity, enforceability, extent, priority, or perfection of the mortgages, security interests, and liens of any Prepetition Facility Agent or other Prepetition Facility Secured Party; or (b) the validity, enforceability, allowability, priority, secured status, or amount of the Prepetition Facility Obligations (each such proceeding or appropriate pleading commencing a proceeding or other contested matter, a “Challenge”), by no later than sixty (60) calendar days from the date of entry of the Final Order (the “Challenge Period Termination Date”), as such date may be extended in the sole discretion of the applicable Prepetition Facility Agents and any applicable individual Prepetition Facility Secured Party that is the subject of a Challenge (as defined below) and (ii) this Court enters judgment in favor of the plaintiff or movant in any such timely and properly commenced Challenge proceeding, and any such judgment has become final and is not subject to any further review or appeal. To the extent the Stipulations (or any of them), in each case, as with respect to any Prepetition Facility, any Prepetition Facility Agent or any other Prepetition Facility Secured Party, are (x) not subject to a Challenge timely and properly commenced prior to the expiration of the Challenge Period Termination Date or (y) subject to a Challenge timely and properly commenced prior to the expiration of the Challenge Period Termination Date, to the extent any such Challenge does not result in a final and non-appealable judgment or order of the Court that is inconsistent with such Stipulations, then, in each case, without further notice, motion or application to, or order of, or hearing before, this Court and without the need or requirement to file any proof of claim: (a) any and all such Challenges by any party shall be deemed to be forever waived, released, and barred; and (b) all of the Stipulations and all other waivers, releases and affirmations set forth in this Interim Order (or any not properly and timely

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challenged) shall be of full force and effect and shall be binding, conclusive and final on any person, entity or party-in-interest, including any Committee, in the Chapter 11 Cases, and their successors and assigns, and in any Successor Case for all purposes and shall not be subject to challenge or objection by the Committee or any other party-in-interest, including, without limitation, any trustee, responsible individual, examiner with expanded powers or other representative of the Debtors’ estates. If any such Challenge is timely and properly filed, the stipulations and admissions contained in this Interim Order, including the Stipulations, shall nonetheless remain binding and preclusive on the Committee (if any) and any other person or entity except, and solely to the extent, that such stipulations and admissions were expressly challenged in such timely and properly filed Challenge and determined by final order of the Court to be disallowed. Notwithstanding anything to the contrary herein, the right to commence any Challenge under this Interim Order is only preserved as against any particular Prepetition Facility Obligation or Prepetition Collateral and/or against each particular Prepetition Facility Agent and each other Prepetition Facility Secured Party to the extent such Challenge is commenced timely and properly, prior to the Challenge Period Termination Date and in respect of such Prepetition Facility Obligations or Prepetition Collateral, such Prepetition Facility Agent, and/or such other Prepetition Facility Secured Party, and is otherwise waived as set forth in this paragraph 11. All remedies or defenses of any party with respect to any Challenge are hereby preserved. Nothing in this Interim Order vests or confers on any person, including the Committee (if any) appointed in these Chapter 11 Cases, standing or authority to pursue any cause of action belonging to the Debtors or their estates, including, without limitation, any Challenges with respect to the Prepetition Facility Obligations, and an order of the Court (or any

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other court of competent jurisdiction) conferring such standing on a Committee or other party-in-interest shall be a prerequisite for the prosecution of a Challenge by the Committee or such other party-in-interest. To the extent any Challenge Proceeding is timely and properly commenced, the Prepetition Facility Secured Parties and the CoCom shall be entitled to reimbursement or payment of the related costs and expenses, including but not limited to reasonable attorneys’ fees, incurred in defending themselves in any such proceeding, consistent with the terms of paragraph 5(h) above.

12. Limitations on Use of Cash Collateral. Notwithstanding anything herein to the contrary, no portion of the proceeds of the Prepetition Collateral, including Cash Collateral, the Administrative Cash or the Carve-Out, and no disbursements set forth in the Budget, may be used for the payment of professional fees, disbursements, costs, or expenses incurred by any person in connection with (a) incurring indebtedness other than as expressly provided in this Interim Order, (b) preventing, hindering, impeding, or delaying any of the Prepetition Facility Agents’ or any other Prepetition Facility Secured Parties’ enforcement or realization upon, or exercise of rights in respect of, any of the Prepetition Collateral or Adequate Protection Collateral (except as provided in paragraph 4 above), (c) seeking to amend or modify any of the rights or interests granted to any Prepetition Facility Agent or any other Prepetition Facility Secured Party under this Interim Order or their respective Prepetition Facility Documents, including seeking to use Cash Collateral on a contested basis, (d) asserting, commencing, or prosecuting any claims or causes of action, including, without limitation, any Challenge or any other actions under chapter 5 of the Bankruptcy Code (or any similar law), against any of the Prepetition First Lien Agents or any other Prepetition Facility Secured Party, or any of their

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respective affiliates, agents, attorneys, advisors, professionals, officers, directors, or employees, or (e) asserting, joining, commencing, supporting, investigating, or prosecuting any Challenge, or any other action for any claim, counterclaim, action, cause of action, proceeding, application, motion, objection, defense, or other contested matter seeking any order, judgment, determination, or similar relief against, or adverse to the material interests of the Prepetition Facility Secured Parties, arising out of, in connection with, or relating to the Prepetition Facility Documents, or the transactions contemplated thereunder, including, without limitation, (i) any action arising under the Bankruptcy Code, (ii) any so-called “lender liability” claims and causes of action, (iii) any action with respect to the validity and extent of the Prepetition Facility Obligations or the validity, extent, perfection and priority of the Prepetition Liens, (iv) any action seeking to invalidate, set aside, avoid, reduce, set off, offset, recharacterize, subordinate (whether equitable, contractual, or otherwise), recoup against, disallow, impair, raise any defenses, cross-claims, or counterclaims, or raise any other challenges under the Bankruptcy Code or any other applicable domestic or foreign law or regulation against, or with respect to, the Prepetition Liens, in whole or in part, (v) appeal or otherwise challenge this Interim Order or the Final Order or (vi) any action that has the effect of preventing, hindering, impeding or delaying (whether directly or indirectly) the Prepetition Facility Agents or Prepetition Facility Secured Parties in respect of their Prepetition Liens, Prepetition Claims, Adequate Protection Liens or Adequate Protection Superpriority Claims or any of their rights, powers, or benefits hereunder or in the Prepetition Facility Documents anywhere in the world; provided that no more than $75,000 in the aggregate of the proceeds of the Prepetition Collateral, the Cash Collateral, the Administrative Cash and the Carve-Out may be used by any Committee to investigate (but not prosecute or Challenge) the Stipulations (the “Investigation Budget Cap”).

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13. Continuing Effect of Order. Any dismissal, conversion, or substantive consolidation of these Chapter 11 Cases shall not affect the rights of the Prepetition Facility Secured Parties or the CoCom under this Interim Order, and all of their rights and remedies hereunder shall remain in full force and effect as if the Chapter 11 Cases had not been dismissed, converted, or substantively consolidated. Any order dismissing any of the Chapter 11 Cases under section 1112 of the Bankruptcy Code or otherwise shall provide or be deemed to provide (in accordance with sections 105 and 349 of the Bankruptcy Code) that (x) the Prepetition Liens, the Adequate Protection Superpriority Claims and the Adequate Protection Liens shall continue in full force and effect and shall maintain their priorities as provided in this Interim Order (and that such Adequate Protection Superpriority Claims and the Adequate Protection Liens shall, notwithstanding such dismissal, remain binding on all persons), and (y) this Court shall retain jurisdiction, notwithstanding such dismissal, for the purposes of enforcing the claims, liens and security interests referred to in clause (x) above.

14. Proofs of Claim. None of the Prepetition Facility Agents and the other Prepetition Facility Secured Parties shall be required to file proofs of claim in any of the Chapter 11 Cases or Successor Cases (as defined below) and the Debtors’ Stipulations on Annex B hereto, together with Annex A hereto, shall be deemed to constitute a timely filed proof of claim against each of the applicable Debtors in the Chapter 11 Cases. Any order entered by the Court in relation to the establishment of a bar date for any claim (including, without limitation, administrative claims) in any of the Chapter 11 Cases or Successor Cases shall not apply to the Prepetition Facility Agents or the other Prepetition Facility Secured Parties with respect to all claims and interest, including,

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without limitation, claims arising under or related to the Prepetition Facilities. Notwithstanding the foregoing, or any order entered by the Court in relation to the establishment of a bar date in any of the Chapter 11 Cases or Successor Cases to the contrary, each of the Prepetition Facility Agents (in respect of the applicable Prepetition Secured Facilities) on behalf of themselves and the applicable Prepetition Facility Secured Parties, respectively, is hereby authorized and entitled, in each case in its respective sole discretion, but not required, to file (and amend and/or supplement, as such respective Prepetition Facility Agents and Prepetition Facility Secured Parties see fit) a master proof of claim and/or aggregate proofs of claim in each of the Chapter 11 Cases or Successor Cases for any claim allowed herein. Any proof of claim filed by a Prepetition Facility Agent shall be deemed to be in addition to and not in lieu of any other proof of claim that may be filed by any of the Prepetition Facility Secured Parties.

15. No Marshaling/Applications of Proceeds. The Prepetition Facility Agents and the other Prepetition Facility Secured Parties shall not be subject to the equitable doctrine of “marshaling” or any other similar doctrine with respect to any of the Prepetition Collateral or Adequate Protection Collateral, as the case may be, and proceeds shall be received and applied in accordance with this Interim Order and the Prepetition Facility Documents notwithstanding any other agreement or provision to the contrary.

16. Section 552(b). The Prepetition Facility Agents and the other Prepetition Facility Secured Parties shall each be entitled to all of the rights and benefits of section 552(b) of the Bankruptcy Code, including, for the avoidance of doubt, in respect of postpetition revenues and payments in connection with (and as proceeds of) any Prepetition Collateral, including postpetition payments under drilling contracts in effect on and after the Petition Date and, upon

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entry of the Final Order, the “equities of the case” exception under section 552(b) of the Bankruptcy Code shall not apply to any of the Prepetition Facility Agents or the Prepetition Facility Secured Parties with respect to proceeds, product, offspring or profits of any of the Prepetition Collateral.

17. Section 507(b) Reservation. Nothing herein shall impair or modify the application of section 507(b) of the Bankruptcy Code in the event that the adequate protection provided to the Prepetition Facility Agents or the Prepetition Facility Secured Parties hereunder is insufficient to compensate for any Diminution in Value of their respective interests in the Prepetition Collateral (including Cash Collateral) during the Chapter 11 Cases or any successor cases to the Chapter 11 Cases including, but not limited to, any case under chapter 7 of the Bankruptcy Code upon the conversion of any of the Chapter 11 Cases, or in any other proceedings superseding or related to any of the Chapter 11 Cases (collectively, “Successor Cases”).

18. Section 506(c) Waiver. Subject to the entry of the Final Order, no costs or expenses of administration that have been or may be incurred in any of the Chapter 11 Cases or any Successor Cases at any time shall be charged against any Prepetition Facility Secured Party, any of their respective claims, any Prepetition Facility Obligations, any Adequate Protection Liens, any Adequate Protection Superpriority Claims, any Prepetition Liens or any Prepetition Collateral, including any Cash Collateral, pursuant to sections 506(c) or 105(a) of the Bankruptcy Code, or otherwise, without the prior written consent of the affected Prepetition Facility Agent. Nothing contained in this Interim Order shall be deemed a consent by any Prepetition Facility Secured Party to any charge, lien, assessment or claim against, or in respect

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of, the Prepetition Collateral, including Cash Collateral, under section 506(c) or 105(a) of the Bankruptcy Code, or otherwise. Notwithstanding anything to the contrary in this paragraph 18, if the Final Order is terminated pursuant to paragraph 4 above or otherwise, the Debtors reserve their rights under section 506(c) of the Bankruptcy Code solely with respect to costs and expenses incurred after the Termination Date, and the Prepetition Facility Secured Parties reserve their rights to contest any such assertion on any basis.

19. Credit Bid. Subject in all respects to the terms of the applicable Prepetition Facility, each Prepetition Facility Agent on behalf of and at the direction of the applicable Prepetition Facility Secured Parties shall have the right to credit bid under section 363(k) of the Bankruptcy Code, all of their respective claims in connection with a sale of the Debtors’ assets under section 363 of the Bankruptcy Code or under a chapter 11 plan.

20. Cash Management. The Debtors shall maintain their cash management arrangement in a manner consistent with that described in the Interim Order (I) Authorizing the Debtors to (A) Continue to Operate their Cash Management System and Maintain Existing Bank Accounts and (B) Continue to Perform Intercompany Transactions, and (II) Granting Related Relief [Dkt. No. __] (the “Cash Management Order”) and, for the avoidance of doubt, as provided in the Cash Management Order, the Debtors shall not transfer any funds (including, without limitation, any Cash Collateral) to any non-Debtor affiliates, including foreign affiliates, during the Chapter 11 Cases except in accordance with the Budget.

21. Collateral Accounts. None of the cash deposited in the Citibank Collateral Account or the Danske Collateral Account (each as defined in the Cash Management Order), shall constitute Cash Collateral or Administrative Cash for purposes of this Interim Order, and the Debtors are not authorized to use such cash pursuant to this Interim Order.

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22. Administrative Cash Account. The Administrative Cash Account (as defined in the Cash Management Order) shall be maintained at Danske, and, subject to clause (i) of the preamble hereof, Danske shall retain all rights that it had with respect to the Administrative Cash before it was transferred from other accounts maintained at Danske to the Administrative Cash Account, including any right to set off, offset or recoup such funds; provided that this paragraph 22 shall survive the Termination Date.

23. Good Faith. Each of the Prepetition Facility Secured Parties have acted in good faith (including, without limitation, for the purposes of section 363(m) of the Bankruptcy Code) in connection with this Interim Order and their reliance on this Interim Order has been and is in good faith.

24. No Release of Guarantors. Nothing contained in this Interim Order shall be deemed to terminate, modify or release any obligations of any non-Debtor guarantor to any Prepetition Facility Secured Party with respect to their respective obligations under any of the Prepetition Facilities.

25. No Waiver by Failure to Seek Relief; Right to Seek Additional Adequate Protection. The failure of any Prepetition Facility Secured Party to seek relief or otherwise exercise its rights and remedies under this Interim Order, the applicable Prepetition Facility Documents, or applicable law, as the case may be, shall not constitute a waiver of any of the rights hereunder, thereunder, or otherwise of any Prepetition Facility Secured Party. This Interim Order is without prejudice to, and does not constitute a waiver of, expressly or implicitly, the rights of the Prepetition Facility Secured Parties to request additional forms of adequate protection at any time or the rights of the Debtors or any other party to contest such request.

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26. The Deepwater Share Pledge. Seadrill Limited is hereby authorized, as of the Petition Date, to perform and comply with all obligations under the Deepwater Share Pledge.

27. Danske Facility. Beginning on the Petition Date, no additional extensions of credit shall be made under the existing Danske Facility. Any remaining availability under the Danske Facility shall be available to the Debtors on a postpetition basis subject to the terms and conditions of the Danske Cash Management Agreement and such postpetition obligations shall be administrative expense claims. Danske is hereby authorized to withdraw funds from the Danske Collateral Account upon a default of the Debtors’ or their non-Debtors affiliates’ obligations (including obligations to pay due and payable amounts) under the Danske Cash Management Agreement notwithstanding the automatic stay set forth in section 362 of the Bankruptcy Code. Further, the Debtors are hereby authorized and directed to reimburse amounts in the Danske Collateral Account as necessary to comply with the Danske Cash Management Agreement.

28. Modification of Automatic Stay. The automatic stay under Bankruptcy Code section 362(a) is hereby modified as necessary to effectuate all of the terms and provisions of this Interim Order, including, without limitation, to: (a) permit the Debtors to grant the Adequate Protection Liens and incur the Adequate Protection Superpriority Claims; (b) permit the Debtors to perform such acts as may be needed to assure the perfection and priority of the liens granted herein; (c) permit the Debtors to incur all liabilities and obligations under the terms of this Interim Order; (d) authorize the Debtors to pay, and the respective Prepetition Facility Agents to

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retain and apply, any payments made in accordance with the terms of this Interim Order; (e) permit the Prepetition Facility Secured Parties, upon occurrence of the Termination Date, to terminate the use of Cash Collateral in accordance with this Interim Order; and (f) permit the Debtors to perform and comply with all obligations under the Deepwater Share Pledge.

29. No Third Party Rights. Except as explicitly provided for herein, this Interim Order does not create any rights for the benefit of any third party, creditor, equity holder or any direct, indirect, or incidental beneficiary.

30. Binding Effect of Interim Order. Immediately upon entry by the Court (notwithstanding any applicable law or rule to the contrary), the terms and provisions of this Interim Order shall become valid and binding upon the Debtors, the Prepetition Facility Secured Parties, all other creditors of any of the Debtors, and all other parties-in-interest and their respective successors and assigns, including any trustee or other fiduciary hereafter appointed in any of these Chapter 11 Cases, or upon dismissal of any of these Chapter 11 Cases.

31. Survival. The provisions of this Interim Order and any actions taken pursuant hereto shall survive the entry of any order: (i) confirming any plan of reorganization in any of the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to a chapter 7 case, or (iii) dismissing any of the Chapter 11 Cases, and, with respect to the entry of any order as set forth in clause (ii) or (iii) of this paragraph 31, the terms and provisions of this Interim Order as well as the Adequate Protection Liens and Adequate Protection Superpriority Claims shall continue in full force and effect notwithstanding the entry of any such order.

32. Effect of this Interim Order. This Interim Order shall constitute findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052 and shall take effect and be enforceable nunc pro tunc to the Petition Date immediately upon entry. To the extent that such findings may constitute conclusions, and vice versa, they hereby are deemed as such.

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33. Amendments. Except as otherwise provided herein, no waiver, modification, or amendment of any of the provisions hereof shall be effective unless set forth in writing, signed by, or on behalf of, the Debtors and the CoCom, and approved by the Court after notice to parties-in-interest.

34. Actions Under Restructuring Support Agreement. Actions required or contemplated to be taken by the CoCom, any member of the CoCom, or any of the CoCom’s advisors under, or consistent with, the Restructuring Support Agreement (including, without limitation, coordinating with the broader group of Prepetition Facility Secured Parties, responding to inquiries from Prepetition Facility Secured Parties and collecting signature pages from Prepetition Facility Secured Parties) are hereby authorized as part of the consensual use of Cash Collateral and any such actions are hereby determined to not be a solicitation of acceptances of a chapter 11 plan within the meaning of section 1125 of the Bankruptcy Code.

35. Notice. The Debtors shall, within three business days of entry of this Interim Order, mail copies of a notice of entry of this Interim Order and the Final Hearing, together with a copy of this Interim Order, by first class mail, postage prepaid, facsimile, electronic mail or overnight mail upon the Notice Parties. In addition, all parties who have requested electronic notice of filings in these cases through the Court’s ECF system will automatically receive notice of this Interim Order no later than the day after its entry on the docket. Moreover, a copy of this Interim Order will be made available on the Debtors’ restructuring website located at http://cases.primeclerk.com/Seadrill. The notice of the entry of this Interim Order and the Final

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Hearing shall state that the objections to the entry of the Final Order shall be filed with the Court, together with proof of service thereon, and served on the counsel for the Debtors and the Notice Parties with a copy to the Court’s chambers so as to be actually received no later than 5:00 p.m. (prevailing eastern time) on [•], 2017.

36. Compliance with Local Bankruptcy Rule 9013-1(b). The requirements set forth in Local Bankruptcy Rule 9013-1(b) are satisfied by the contents of the Motion.

37. Debtors’ Authorization. The Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Interim Order.

38. Retention of Jurisdiction. This Court hereby retains jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and/or enforcement of this Interim Order.

39. Final Hearing. The Court shall hold the Final Hearing to consider the relief requested in the Motion, including any objection filed in accordance with this Interim Order, on [•], 2017 (prevailing Central Time).

40. Controlling Effect of Interim Order. To the extent any provision of this Interim Order conflicts or is inconsistent with any provision of the Motion, the Cash Management Order, or any other order of this Court, the provisions of this Interim Order shall control to the extent of such conflict.

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Annex A

Prepetition Facilities

1. $1.350 Billion 4 UDW Senior Secured Facility

Seadrill Limited (Bermuda), as borrower, the lenders party thereto from time to time (the “$1.35 Billion 4 UDW Facility Lenders”), and DNB Bank ASA, as bookrunner, facility agent and security agent (the “$1.35 Billion 4 UDW Facility Agent”, and together with the $1.35 Billion 4 UDW Facility Lenders, the “$1.35 Billion 4 UDW Facility Secured Parties”), are parties to that certain Senior Secured Credit Facility Agreement, dated as of August 26, 2014 (as amended, restated, supplemented and/or modified through the Petition Date, the “$1.35 Billion 4 UDW Facility Credit Agreement” and, together with each of the Finance Documents and Security Documents, each as defined in the $1.35 Billion 4 UDW Facility Credit Agreement, the “$1.35 Billion 4 UDW Facility Loan Documents”).

The $1.35 Billion 4 UDW Facility Credit Agreement provided for a $675 million Term Loan Facility and $675 million Revolving Facility (each as defined in the $1.35 Billion 4 UDW Facility Credit Agreement). Seadrill Offshore AS (Norway), Seadrill Pegasus (S) Pte. Ltd. (Singapore), Seadrill Gemini Ltd. (Bermuda), Seadrill Orion Ltd. (Bermuda), and Sea Dragon de Mexico S. de R.L. de C.V. (Mexico) have each provided, pursuant to clause 18 of the $1.35 Billion 4 UDW Facility Credit Agreement, an unconditional joint and several guaranty of the Guaranteed Obligations (as defined in the $1.35 Billion 4 UDW Facility Credit Agreement).

Pursuant to the $1.35 Billion 4 UDW Facility Credit Loan Documents, the $1.35 Billion 4 UDW Facility Secured Parties were granted (a) first priority liens on, and security interests in, the Rigs West Pegasus, West Gemini, and West Orion, (b) assignments of earnings, earnings accounts, charterparties, and insurance policies with respect to West Pegasus, West Gemini and

1

West Orion, (c) floating liens over all rights and movable assets of Sea Dragon de Mexico S. de R.L. de C.V. (Mexico) and (d) share charges or equity interest pledges over the shares in each drilling unit owner and intra-group charterer (collectively, the “$1.35 Billion 4 UDW Facility Collateral”).

2. $440 Million China ECA Senior Secured Facility

Seadrill Limited (Bermuda), as borrower, the lenders party thereto from time to time (the “$440 Million China ECA Facility Lenders”), The Export-Import Bank of China and Citibank, N.A., London Branch, as bookrunners and mandated lead arrangers, Citibank Europe plc, UK Branch, as facility agent (the “$440 Million China ECA Facility Agent”, and together with the $440 Million China ECA Facility Lenders, the “$440 Million China ECA Facility Secured Parties”), and Citibank N.A., London Branch, as security agent, are parties to that certain Secured Credit Facility Agreement, dated as of December 4, 2012 (as amended, restated, supplemented and/or modified through the Petition Date, the “$440 Million China ECA Facility Credit Agreement” and, together with each of the Finance Documents and Security Documents, each as defined in the $440 Million China ECA Facility Credit Agreement, the “$440 Million China ECA Facility Loan Documents”).

The $440 Million China ECA Facility Credit Agreement provided for a $308 million CEXIM Facility and $132 million Commercial Facility (each as defined in the $440 Million China ECA Facility Credit Agreement). Seadrill UK Ltd. (England) and Seadrill Telesto Ltd. (Bermuda) have each provided, pursuant to clause 18 of the $440 Million China ECA Facility Credit Agreement, an unconditional joint and several guaranty of the Guarantee Obligations (as defined in the $440 Million China ECA Facility Credit Agreement).

2

Pursuant to the $440 Million China ECA Facility Loan Documents, the $440 Million China ECA Facility Secured Parties were granted (a) a first priority lien on, and security interest in, the Rig West Telesto, (b) assignments of earnings, earnings accounts, charterparties and insurance policies with respect to West Telesto and (c) and a share charge over the shares of the drilling unit owner. The $440 Million China ECA Facility Secured Parties also benefit from (a) second priority liens on and security interests in Rigs T-15 and T-16 and (b) assignment of earnings, earnings accounts, charterparties and insurance policies with respect to Rigs T-15 and T-16 (collectively, the “$440 Million China ECA Facility Collateral”).

3. $450 Million Eminence Senior Secured Facility

Seadrill Eminence Ltd. (Bermuda), as borrower, the lenders party thereto from time to time (the “$450 Million Eminence Facility Lenders”), and Danske Bank A/S, as agent (the “$450 Million Eminence Facility Agent”, and together with the $450 Million Eminence Facility Lenders, the “$450 Million Eminence Facility Secured Parties”), are parties to that certain Senior Secured Credit Facility Agreement, dated as of December 13, 2013 (as amended, restated, supplemented and/or modified through the Petition Date, the “$450 Million Eminence Facility Credit Agreement” and, together with each of the Finance Documents and Security Documents, each as defined in the $450 Million Eminence Facility Credit Agreement, the “$450 Million Eminence Facility Loan Documents”).

The $450 Million Eminence Facility Credit Agreement provided for a $450 million Senior Secured Facility (as defined in the $450 Million Eminence Facility Credit Agreement). Seadrill Limited (Bermuda) and Seadrill Offshore AS (Norway) have each provided, pursuant to clause 18 of the $450 Million Eminence Facility Credit Agreement, an unconditional joint and several guaranty of the Guarantee Obligations (as defined in the $450 Million Eminence Facility Credit Agreement).

3

Pursuant to the $450 Million Eminence Facility Loan Documents, the $450 Million Eminence Facility Secured Parties were granted (a) first priority liens on, and security interests in, the Rig West Eminence, (b) assignments of earnings, earnings accounts and insurance policies with respect to West Eminence and (c) and a share charge over shares of Seadrill Eminence Ltd. (collectively, the “$450 Million Eminence Facility Collateral”).

4. $360 Million AOD Senior Secured Facility

Asia Offshore Rig 1 Limited (Bermuda), Asia Offshore Rig 2 Limited (Bermuda) and Asia Offshore Rig 3 Limited (Bermuda), as borrowers, the lenders party thereto from time to time (the “$360 Million AOD Facility Lenders”), and ABN AMRO Bank, N.V., Oslo Branch, as agent, coordinating bank and bookrunner (the “$360 Million AOD Facility Agent” and, together with the $360 Million AOD Facility Lenders, the “$360 Million AOD Facility Secured Parties”) are parties to that certain Senior Secured Credit Facility Agreement, dated as of April 9, 2013 (as amended, restated, supplemented and/or modified through the Petition Date, the “$360 Million AOD Facility Credit Agreement” and, together with each of the Finance Documents and Security Documents, each as defined in the $360 Million AOD Facility Credit Agreement, the “$360 Million AOD Facility Loan Documents”).

The $360 Million AOD Facility Credit Agreement provided for three senior secured term loan tranches of up to $120 million each. Seadrill Limited (Bermuda), Seadrill GCC Operations Ltd. (Bermuda) and Asia Offshore Drilling Limited (Bermuda) have each provided, pursuant to clause 18 of the $360 Million AOD Facility Credit Agreement, an unconditional joint and several guaranty of the Guarantee Obligations (as defined in the $360 Million AOD Facility Credit Agreement).

4

Pursuant to the $360 Million AOD Facility Loan Documents, the $360 Million AOD Facility Secured Parties were granted (a) first priority liens on, and security interests in, the Rigs AOD I, AOD II and AOD III, (b) assignments of earnings, earnings accounts and insurance policies with respect to AOD I, AOD II and AOD III and (c) share charges over shares of each borrower (collectively, the “$360 Million AOD Facility Collateral”).

5. $400 Million Nordea Senior Secured Facility

Seadrill Limited (Bermuda), as borrower, the lenders party thereto from time to time (the “$400 Million Nordea Facility Lenders”), and Nordea Bank Norge ASA, as agent (the “$400 Million Nordea Facility Agent” and, together with the $400 Million Nordea Facility Lenders, the “$400 Million Nordea Facility Secured Parties”), are parties to that certain Senior Secured Credit Facility Agreement, dated as of December 8, 2011 (as amended, restated, supplemented and/or modified through the Petition Date, the “$400 Million Nordea Facility Credit Agreement” and, together with each of the Finance Documents and Security Documents, each as defined in the $400 Million Nordea Facility Credit Agreement, the “$400 Million Nordea Facility Loan Documents”).

The $400 Million Nordea Facility Credit Agreement provided for a $200 Term Loan Facility and $200 million Revolving Facility (each as defined in the $400 Million Nordea Facility Credit Agreement). Seadrill GCC Operations Ltd. (Bermuda), Seadrill UK Ltd. (England), Seadrill Callisto Ltd. (Bermuda), Seadrill Indonesia Ltd. (Bermuda), Seadrill Triton Ltd. (Bermuda), Seadrill Cressida Ltd. (Bermuda), Seadrill Far East Limited (Hong Kong) have each provided, pursuant to clause 18 of the $400 Million Nordea Facility Credit Agreement, an unconditional joint and several guaranty of the of the obligations thereunder.

5

Pursuant to the $400 Million Nordea Facility Loan Documents, the $400 Million Nordea Facility Secured Parties were granted (a) first priority liens on, and security interests in, the Rigs West Leda, West Cressida, West Callisto and West Triton, (b) assignments of earnings, earnings accounts and insurance policies with respect to West Leda, West Cressida, West Callisto and West Triton and (c) share charges over shares of each drilling unit owner (collectively, the “$400 Million Nordea Facility Collateral”).

6. $950 Million Eclipse/Carina Senior Secured Facility

Seadrill Limited (Bermuda), as borrower, the lenders party thereto from time to time (the “$950 Million Eclipse/Carina Facility Lenders”), Eksportkreditt Norge ASA, as GIEK lender and Nordea Bank AB, London Branch, as bookrunner, coordinator, facility agent and security agent (the “$950 Million Eclipse/Carina Facility Agent” and, together with the $950 Million Eclipse/Carina Facility Lenders, the “$950 Million Eclipse/Carina Facility Secured Parties”), are parties to that certain Senior Secured Credit Facility Agreement, dated as of January 26, 2015 (as amended, restated, supplemented and/or modified through the Petition Date, the “$950 Million Eclipse/Carina Facility Credit Agreement” and, together with each of the Finance Documents and Security Documents, each as defined in the $950 Million Eclipse/Carina Facility Credit Agreement, the “$950 Million Eclipse/Carina Facility Loan Documents”).

6

The $950 Million Eclipse/Carina Facility Credit Agreement provided for the $190 million Carina ECA Facility, $60 million Carina Term Loan Facility, $250 million Carina Revolving Facility, $225 million Eclipse Term Loan Facility and $225 million Eclipse Revolving Facility (each as defined in the $950 Million Eclipse/Carina Facility Credit Agreement). Seadrill Offshore AS (Norway), Seadrill Carina Ltd. (Bermuda) and Seadrill Eclipse Ltd. (Bermuda) have each provided, pursuant to clause 18 of the $950 Million Eclipse/Carina Facility Credit Agreement, an unconditional joint and several guaranty of the Guarantee Obligations (as defined in the $950 Million Eclipse/Carina Facility Credit Agreement).

Pursuant to the $950 Million Eclipse/Carina Facility Loan Documents, the $950 Million Eclipse/Carina Facility Secured Parties were granted (a) first priority liens on, and security interests in, the Rigs West Carina and West Eclipse, (b) assignments of earnings, earnings accounts and insurance policies with respect to West Carina and West Eclipse and (c) share charges over shares of each drilling unit owner (collectively, the “$950 Million Eclipse/Carina Facility Collateral”).

7. $300 Million DNB Senior Secured Facility

Seadrill Limited (Bermuda), as borrower, the lenders party thereto from time to time (the “$300 Million DNB Facility Lenders”) and DNB Bank ASA, as agent (the “$300 Million DNB Facility Agent” and, together with the $300 Million DNB Facility Lenders, the “$300 Million DNB Facility Secured Parties”), are parties to that certain Senior Secured Credit Facility Agreement, dated as of July 16, 2013 (as amended, restated, supplemented and/or modified through the Petition Date, the “$300 Million DNB Facility Credit Agreement” and, together with each of the Finance Documents and Security Documents, each as defined in the $300 Million DNB Facility Credit Agreement, the “$300 Million DNB Facility Loan Documents”).

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The $300 Million DNB Facility Credit Agreement provided for the $60 million Eksportkreditt GIEK Facility, $90 million Eksportkreditt Commercial Facility, $90 million DNB Liv GIEK Facility and $60 million Contract Facility (each as defined in the $300 Million DNB Facility Credit Agreement). Seadrill UK Ltd. (England), Seadrill Castor Ltd. (Bermuda) and Seadrill Tucana Ltd. (Bermuda) have each provided, pursuant to clause 20 of the $300 Million DNB Facility Credit Agreement, an unconditional joint and several guaranty of the of the Guarantee Obligations (as defined in the $300 Million DNB Facility Credit Agreement).

Pursuant to the $300 Million DNB Facility Loan Documents, the $300 Million DNB Facility Secured Parties were granted (a) first priority liens on, and security interests in, the Rigs West Castor and West Tucana, (b) assignments of earnings, earnings accounts, and insurance policies with respect to West Castor and West Tucana and (c) share charges over shares of each drilling unit owner (collectively, the “$300 Million DNB Facility Collateral”).

8. $1,450,000,000 Tellus Senior Secured Credit Facility

Seadrill Tellus Ltd. (Bermuda), as borrower, the lenders party thereto from time to time (the “Tellus Credit Facility Lenders”), ING Bank N.V., as facility agent, security agent, documentation agent, commercial coordinator commercial and bookrunner (the “Tellus Credit Facility Agent”, and together with the Tellus Credit Facility Lenders, the “Tellus Credit Facility Secured Parties”) and HSBC Bank plc, as ECA Coordinator and ECA bookrunner are parties to that certain Senior Secured Credit Facility Agreement, dated as of March 20, 2013 as set out in Schedule 2 (Amended and Restated Tellus Facility Agreement) of the Third Amendment and Restated Agreement, dated 16 August 2017 between, amongst others, Seadrill Tellus Ltd. And Seadrill Vela Hungary Kft, as borrowers, and ING Bank N.V., as agent (as amended, restated, supplemented and/or modified through the Petition Date, the “Tellus Credit Agreement” and, together with each of the Finance Documents and Security Documents, each as defined in the Tellus Credit Agreement, the “Tellus Facility Loan Documents”).

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The Tellus Credit Agreement provided for the $67,666,666.67 Commercial Facility, $191,666,666.67 GIEK Lender Facility, $112,000,000 KEXIM Facility and $112,000,000 K-sure Facility (each as defined in the Tellus Credit Agreement). Seadrill Limited (Bermuda), Seadrill Tellus Ltd. (Bermuda) and Seadrill Offshore AS have each provided, pursuant to clause 18 of the Tellus Credit Agreement, an unconditional joint and several guaranty of the Guarantee Obligations (as defined in the Tellus Credit Agreement).

Pursuant to the Tellus Facility Loan Documents, the Tellus Credit Facility Secured Parties were granted (a) a first priority lien on, and security interest in, the Rig West Tellus, (b) assignment of earnings, earnings accounts, charterparties and insurance policies with respect to West Tellus and (c) a share charge over shares of the borrower (collectively, the “Tellus Credit Facility Collateral”).

9. $1.5 Billion ECA II Senior Secured Facility

Seadrill Saturn Ltd. (Bermuda), Seadrill Neptune Hungary Kft (Hungary) and Seadrill Jupiter Ltd (Bermuda), as borrowers, the lenders party thereto from time to time (the “$1.50 Billion ECA II Facility Lenders”), DNB Bank ASA, HSBC Bank plc, ING Bank N.V. and Nordea Bank Norge ASA, as bookrunners, Nordea Bank Finland Plc, London Branch, as global coordinator, facility agent, security agent and ECA agent (the “$1.50 Billion ECA II Facility Agent” and, together with the $1.50 Billion ECA II Facility Lenders, the “$1.50 Billion ECA II Facility Secured Parties”), HSBC Bank plc and DNB Bank ASA, as ECA coordinators, and ING Bank N.V., as commercial lenders coordinator and documentation agent, are parties to that

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certain Senior Secured Credit Facility Agreement, dated as of July 30, 2014 (as amended, restated, supplemented and/or modified through the Petition Date, the “$1.50 Billion ECA II Facility Credit Agreement” and, together with each of the Finance Documents and Security Documents, each as defined in the $1.50 Billion ECA II Facility Credit Agreement, the “$1.50 Billion ECA II Facility Loan Documents”).

The $1.50 Billion ECA II Facility Credit Agreement provided for the $400 million GIEK Facility, $220 million KEXIM Facility, $180 million KEXIM Guarantee Facility, $400 million K-Sure Facility and $300 million Commercial Facility (each as defined in the $1.50 Billion ECA II Facility Credit Agreement). Seadrill Limited (Bermuda), Seadrill Gulf Operations Neptune LLC (USA) (Delaware), Seadrill Nigeria Operations Limited (Nigeria) and Seadrill Offshore Nigeria Limited (Nigeria) have each provided, pursuant to clause 18 of the $1.50 Billion ECA II Facility Credit Agreement, an unconditional joint and several guaranty of the of the Guarantee Obligations (as defined in the $1.50 Billion ECA II Facility Credit Agreement).

Pursuant to the $1.50 Billion ECA II Facility Loan Documents, the $1.50 Billion ECA II Facility Secured Parties were granted (a) first priority liens on, and security interests in, the Rigs West Neptune, West Jupiter and West Saturn, (b) assignments of earnings, earnings accounts, charterparties and insurance policies with respect to West Neptune, West Jupiter and West Saturn and (c) share charges over shares of each borrower and intra-group charterer (collectively, the “$1.50 Billion ECA II Facility Collateral”).

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10. $2 Billion NADL Senior Secured Facility

North Atlantic Drilling Ltd. (Bermuda), as borrower, the lenders party thereto from time to time (the “$2 Billion NADL Facility Lenders”) and DNB Bank ASA, as agent (the “$2 Billion NADL Facility Agent” and, together with the $2 Billion NADL Facility Lenders, the “$2 Billion NADL Facility Secured Parties”) are parties to that certain Senior Secured Credit Facility Agreement, dated as of April 15, 2011 (as amended, restated, supplemented and/or modified through the Petition Date, the “$2.0 Billion NADL Facility Credit Agreement” and, together with each of the Finance Documents and Security Documents, each as defined in the $2.0 Billion NADL Facility Credit Agreement, the “$2.0 Billion NADL Facility Loan Documents”).

The $2.0 Billion NADL Facility Credit Agreement provided for the $1 billion Term Loan Facility and $1 billion Revolving Facility (each as defined in the $2.0 Billion NADL Facility Credit Agreement). Seadrill Limited, North Atlantic Alpha Ltd. (Bermuda), North Atlantic Norway Ltd., Norwegian branch (Norway), North Atlantic Elara Ltd (Bermuda), North Atlantic Epsilon Ltd. (Bermuda), North Atlantic Navigator Ltd. (Bermuda), North Atlantic Venture Ltd. (Bermuda), North Atlantic Phoenix Ltd. (Bermuda) and North Atlantic Drilling UK Ltd (Scotland) have each provided, pursuant to clause 18 of the $2.0 Billion NADL Facility Credit Agreement, unconditional joint and several Guarantees (as defined in the $2.0 Billion NADL Facility Credit Agreement).

Pursuant to the $2.0 Billion NADL Facility Loan Documents, the $2.0 Billion NADL Facility Secured Parties were granted (a) first priority liens on, and security interests in, the Rigs West Alpha, West Elara, West Epsilon, West Navigator, West Phoenix and West Venture, (b) assignments of earnings, earnings accounts, charterparties and insurance policies with respect to West Alpha, West Elara, West Epsilon, West Navigator, West Phoenix and West Venture and (c) share charges over shares of each drilling owner (collectively, the “$2.0 Billion NADL Facility Collateral”).

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11. $1.75 Billion Sevan Senior Secured Facility

Sevan Brasil Ltd. (Bermuda), Sevan Driller Ltd. (Bermuda), Sevan Drilling Rig VI Pte. Ltd. (Singapore) and Sevan Louisiana Hungary Kft (Hungary), as borrowers, the lenders party thereto from time to time (the “$1.75 Billion Sevan Facility Lenders”) and ING Bank N.V., as agent, GIEK agent and coordinator (the “$1.75 Billion Sevan Facility Agent” and, together with the $1.75 Billion Sevan Facility Lenders, the “$1.75 Billion Sevan Facility Secured Parties”) are parties to that certain Senior Secured Credit Facility Agreement, dated as of September 30, 2013 (as amended, restated, supplemented and/or modified through the Petition Date, the “$1.75 Billion Sevan Facility Credit Agreement” and, together with each of the Finance Documents and Security Documents, each as defined in the $1.75 Billion Sevan Facility Credit Agreement, the “$1.75 Billion Sevan Facility Loan Documents”).

The $1.75 Billion Sevan Facility Credit Agreement provided for Commercial Facilities and GIEK Facilities (each as defined in the $1.75 Billion Sevan Facility Credit Agreement). Seadrill Limited (Bermuda), Sevan Drilling Rig II AS (Norway), Sevan Drilling Limited (Scotland), Sevan Drilling North America LLC (Texas), Sevan Brasil Ltd. (Bermuda), Sevan Driller Ltd. (Bermuda) and Sevan Louisiana Hungary Kft. (Hungary) have each provided, pursuant to clause 18 of the $1.75 Billion Sevan Facility Credit Agreement, an unconditional joint and several guaranty of the Guarantee Obligations (as defined in the $1.75 Billion Sevan Facility Credit Agreement).

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Pursuant to the $1.75 Billion Sevan Facility Loan Documents, the $1.75 Billion Sevan Facility Secured Parties were granted (a) first priority liens on, and security interests in, the Rigs Sevan Brazil, Sevan Driller, Sevan Louisiana and Sevan Developer, (b) assignments of earnings, earnings accounts, charterparties and insurance policies with respect to Sevan Brazil, Sevan Driller, Sevan Louisiana and Sevan Developer and (c) share charges or equity interest pledges over the shares of the borrowers and intra-group charterers (collectively, the “$1.75 Billion Sevan Facility Collateral”).

12. $450 Million Jackup Senior Secured Facility

Seadrill Limited (Bermuda), as borrower, the lenders party thereto from time to time (the “$450 Million Jackup Facility Lenders”) and Nordea Bank AB, London Branch, as bookrunner and agent (the “$450 Million Jackup Facility Agent” and, together with the $450 Million Jackup Facility Lenders, the “$450 Million Jackup Facility Secured Parties”) are parties to that certain Senior Secured Credit Facility Agreement, dated as of August 26, 2015 (as amended, restated, supplemented and/or modified through the Petition Date, the “$450 Million Jackup Facility Credit Agreement” and, together with each of the Finance Documents and Security Documents, each as defined in the $450 Million Jackup Facility Credit Agreement, the “$450 Million Jackup Facility Loan Documents”).

The $450 Million Jackup Facility Credit Agreement provided for the $225 million Term Loan Facility and $225 million Revolving Facility (each as defined in the $450 Million Jackup Facility Credit Agreement). Seadrill Freedom Ltd. (Bermuda), Scorpion Rigs Ltd. (Bermuda), Scorpion Vigilant Ltd. (Bermuda), Scorpion Resolute Ltd. (Bermuda), Seadrill Prospero Ltd. (Bermuda), Seadrill Abu Dhabi Operations Ltd. (Bermuda), Seadrill Ariel Ltd. (Liberia), Seadrill Jack Up I BV (Netherlands), Seadrill Jack Up II BV, Seadrill Labuan Ltd. (Labuan) and Seadrill Offshore Malaysia Sdn. Bhd. have each provided, pursuant to clause 18 of the $450 Million Jackup Facility Credit Agreement, an unconditional joint and several guaranty of the of the Guarantee Obligations (as defined in the $450 Million Jackup Facility Credit Agreement).

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Pursuant to the $450 Million Jackup Facility Loan Documents, the $450 Million Jackup Facility Secured Parties were granted (a) first priority liens on, and security interests in, the Rigs West Freedom, West Ariel, West Prospero, West Mischief, West Vigilant and West Resolute, (b) assignments of earnings, earnings accounts and insurance policies with respect to West Freedom, West Ariel, West Prospero, West Mischief, West Vigilant and West Resolute and (c) share charges or equity interest pledges over the shares of each drilling unit owner and intra-group charterer (collectively, the “$450 Million Jackup Facility Collateral”).

13. $90 Million Danske Facility

Seadrill Limited (Bermuda), as customer, and Danske Bank, Norwegian branch, as bank (“Danske”), are parties to that certain Group Cash Management Agreement, dated as of March 6, 2013 (as amended, restated, supplemented and/or modified through the Petition Date, the “Danske Cash Management Agreement” and, together with each of the Finance Documents and Security Documents, each as defined in the Danske Cash Management Agreement, the “Danske Facility Loan Documents”).

Pursuant to the Danske Facility Loan Documents, Danske was granted (a) a first priority pledge over Seadrill’s shares in Archer Limited, Bermuda, with Bermuda registration number 40612, registered in a Norwegian securities account held with Danske and (b) a first priority security interest in the Danske Collateral Account (as defined in the Cash Management Order) (collectively, the “Danske Facility Collateral”).

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14. Related Defined Terms

(a) The $1.35 Billion 4 UDW Facility Agent, $440 Million China ECA Facility Agent, $450 Million Eminence Facility Agent, $360 Million AOD Facility Agent, $400 Million Nordea Facility Agent, $950 Million Eclipse/Carina Facility Agent, $300 Million DNB Facility Agent, Tellus Facility Agent, $1.50 Billion ECA II Facility Agent, $2 Billion NADL Facility Agent, $1.75 Billion Sevan Facility Agent and $450 Million Jackup Facility Agent are collectively referred to herein as the “Prepetition Facility Agents.”

(b) The $1.35 Billion 4 UDW Facility Secured Parties, $440 Million China ECA Facility Secured Parties, $450 Million Eminence Facility Secured Parties, $360 Million AOD Facility Secured Parties, $400 Million Nordea Facility Secured Parties, $950 Million Eclipse/Carina Facility Secured Parties, $300 Million DNB Facility Secured Parties, Tellus Facility Secured Parties, $1.50 Billion ECA II Facility Secured Parties, $2 Billion NADL Facility Secured Parties, $1.75 Billion Sevan Facility Secured Parties, $450 Million Jackup Facility Secured Parties, and Danske, in its capacity as bank under the Danske Cash Management Agreement, are collectively referred to herein as the “Prepetition Facility Secured Parties.”

(c) The $1.35 Billion 4 UDW Facility Loan Documents, $440 Million China ECA Facility Loan Documents, $450 Million Eminence Facility Loan Documents, $360 Million AOD Facility Loan Documents, $400 Million Nordea Facility Loan Documents, $950 Million Eclipse/Carina Facility Loan Documents, $300 Million DNB Facility Loan Documents, Tellus Facility Loan Documents, $1.50 Billion ECA II Facility Loan Documents, $2.0 Billion NADL Facility Loan Documents, $1.75 Billion Sevan Facility Loan Documents, $450 Million Jackup Facility Loan Documents, and Danske Facility Loan Documents are collectively referred to herein as the “Prepetition Facility Documents” and the facilities contemplated thereby, the “Prepetition Facilities.”

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(d) The $1.35 Billion 4 UDW Facility Collateral, $440 Million China ECA Facility Collateral, $450 Million Eminence Facility Collateral, $360 Million AOD Facility Collateral, $400 Million Nordea Facility Collateral, $950 Million Eclipse/Carina Facility Collateral, $300 Million DNB Facility Collateral, Tellus Facility Collateral, $1.50 Billion ECA II Facility Collateral, $2 Billion NADL Facility Collateral, $1.75 Billion Sevan Facility Collateral, $450 Million Jackup Facility Collateral, and Danske Facility Collateral are collectively referred to herein as the “Prepetition Collateral.”

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Annex B

Stipulations

As of the Petition Date, the Debtors permanently, immediately, and irrevocably acknowledge, represent stipulate and agree as follows, and make the releases and waivers set forth below:

1. Secured Obligations. As of the Petition Date, the Debtors were indebted and liable to the following parties, without objection, defense, counterclaim or offset of any kind:

(a) the $1.35 Billion 4 UDW Facility Secured Parties, in the aggregate principal amount of not less than $945,000,000, with respect to the $1.35 Billion 4 UDW Facility Loan Documents, plus accrued (both before and after the Petition Date) and unpaid interest thereon, and fees, expenses and all other obligations under the $1.35 Billion 4 UDW Facility Loan Documents, including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the $1.35 Billion 4 UDW Facility Loan Documents (collectively, the “$1.35 Billion 4 UDW Facility Obligations”);

(b) the $440 Million China ECA Facility Secured Parties, in the aggregate principal amount of not less than $67,261,765, with respect to the $440 Million China ECA Facility Loan Documents, plus accrued (both before and after the Petition Date) and unpaid interest thereon, and fees, expenses and all other obligations under the $440 Million China ECA Facility Loan Documents, including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the $440 Million China ECA Facility Loan Documents (collectively, the “$440 Million China ECA Facility Obligations”);

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(c) the $450 Million Eminence Facility Secured Parties, in the aggregate principal amount of not less than $264,705,800, with respect to the $450 Million Eminence Facility Loan Documents, plus accrued (both before and after the Petition Date) and unpaid interest thereon, and fees, expenses and all other obligations under the $450 Million Eminence Facility Loan Documents, including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the $450 Million Eminence Facility Loan Documents (collectively, the “$450 Million Eminence Facility Obligations”);

(d) the $360 Million AOD Facility Secured Parties, in the aggregate principal amount of not less than $210,000,004, with respect to the $360 Million AOD Facility Loan Documents, plus accrued (both before and after the Petition Date) and unpaid interest thereon, and fees, expenses and all other obligations under the $360 Million AOD Facility Loan Documents, including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the $360 Million AOD Facility Loan Documents (collectively, the “$360 Million AOD Facility Obligations”);

(e) the $400 Million Nordea Facility Secured Parties, in the aggregate principal amount of not less than $135,107,913, with respect to the $400 Million Nordea Facility Loan Documents, plus accrued (both before and after the Petition Date) and unpaid interest thereon, and fees, expenses and all other obligations under the $400 Million Nordea Facility Loan Documents, including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the $400 Million Nordea Facility Loan Documents (collectively, the “$400 Million Nordea Facility Obligations”);

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(f) the $950 Million Eclipse/Carina Facility Secured Parties, in the aggregate principal amount of not less than $566,056,341, with respect to the $950 Million Eclipse/Carina Facility Loan Documents, plus accrued (both before and after the Petition Date) and unpaid interest thereon, and fees, expenses and all other obligations under the $950 Million Eclipse/Carina Facility Loan Documents, including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the $950 Million Eclipse/Carina Facility Loan Documents (collectively, the “$950 Million Eclipse/Carina Facility Obligations”);

(g) the $300 Million DNB Facility Secured Parties, in the aggregate principal amount of not less than $288,000,000, with respect to the $300 Million DNB Facility Loan Documents, plus accrued (both before and after the Petition Date) and unpaid interest thereon, and fees, expenses and all other obligations under the $300 Million DNB Facility Loan Documents, including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the $300 Million DNB Facility Loan Documents (collectively, the “$300 Million DNB Facility Obligations”);

(h) the Tellus Facility Secured Parties, in the aggregate principal amount of not less than $322,222,229, with respect to the Tellus Facility Loan Documents, plus accrued (both before and after the Petition Date) and unpaid interest thereon, and fees, expenses and all other obligations under the Tellus Facility Loan Documents, including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the Tellus Facility Loan Documents (collectively, the “Tellus Facility Obligations”);

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(i) the $1.50 Billion ECA II Facility Secured Parties, in the aggregate principal amount of not less than $1,124,999,999, with respect to the $1.50 Billion ECA II Facility Loan Documents, plus accrued (both before and after the Petition Date) and unpaid interest thereon, and fees, expenses and all other obligations under the $1.50 Billion ECA II Facility Loan Documents, including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the $1.50 Billion ECA II Facility Loan Documents (collectively, the “$1.50 Billion ECA II Facility Obligations”);

(j) the $2 Billion NADL Facility Secured Parties, in the aggregate principal amount of not less than $908,333,333, with respect to the $2.0 Billion NADL Facility Loan Documents, plus accrued (both before and after the Petition Date) and unpaid interest thereon, and fees, expenses and all other obligations under the $2.0 Billion NADL Facility Loan Documents, including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the $2 Billion NADL Facility Loan Documents (collectively, the “$2.0 Billion NADL Facility Obligations”);

(k) the $1.75 Billion Sevan Facility Secured Parties, in the aggregate principal amount of not less than $874,999,999, with respect to the $1.75 Billion Sevan Facility Loan Documents, plus accrued (both before and after the Petition Date) and unpaid

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interest thereon, and fees, expenses and all other obligations under the $1.75 Billion Sevan Facility Loan Documents, including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the $1.75 Billion Sevan Facility Loan Documents (collectively, the “$1.75 Billion Sevan Facility Obligations”);

(l) the $450 Million Jackup Facility Secured Parties, in the aggregate principal amount of not less than $106,409,004, with respect to the $450 Million Jackup Facility Loan Documents, plus accrued (both before and after the Petition Date) and unpaid interest thereon, and fees, expenses and all other obligations under the $450 Million Jackup Facility Loan Documents, including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the $450 Million Jackup Facility Loan Documents (collectively, the “$450 Million Jackup Facility Obligations”);

(m) Danske, in the aggregate principal amount of not less than $54 million, with respect to the Danske Facility Loan Documents, plus accrued (both before and after the Petition Date) and unpaid interest thereon, and fees, expenses and all other obligations under the Danske Facility Loan Documents, including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the Danske Facility Loan Documents (collectively, the “Danske Facility Obligations”); and

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(n) The $1.35 Billion 4 UDW Facility Obligations, $440 Million China ECA Facility Obligations, $450 Million Eminence Facility Obligations, $360 Million AOD Facility Obligations, $400 Million Nordea Facility Obligations, $950 Million Eclipse/Carina Facility Obligations, $300 Million DNB Facility Obligations, Tellus Facility Obligations, $1.50 Billion ECA II Facility Obligations, $2 Billion NADL Facility Obligations, $1.75 Billion Sevan Facility Obligations, $450 Million Jackup Facility Obligations, and Danske Facility Obligations are collectively referred to herein as the “Prepetition Facility Obligations.”

2. Enforceability, etc. of the Secured Facility Obligations. The Prepetition Facility Documents and the Prepetition Facility Obligations are (a) legal, valid, binding, and enforceable against the applicable Debtors in accordance with the terms of the respective Prepetition Facility Documents, and are hereby deemed by the Debtors to be allowed claims of the applicable Prepetition Facility Secured Parties, and (b) not subject to any contest, attack, objection, recoupment, defense, counterclaim, offset, subordination, re-characterization, avoidance or other claim, cause of action or other challenge of any kind or nature under the Bankruptcy Code, under applicable non-bankruptcy law or otherwise.

3. Enforceability, etc. of Liens. The liens and security interests (collectively, the “Prepetition Liens”) granted by the Debtors under the Prepetition Facility Documents to or for the benefit of the Prepetition Facility Secured Parties as security for the Prepetition Facility Obligations are legal, valid, binding, enforceable, non-avoidable and properly perfected liens on and security interests in the Prepetition Collateral and are not subject to contest, avoidance, attack, offset, re-characterization, subordination or other challenge of any kind or nature under the Bankruptcy Code, under applicable non-bankruptcy law or otherwise. As of the Petition Date, and without giving effect to this Interim Order, the Debtors are not aware of any liens or

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security interests having priority over the Prepetition Liens. The Prepetition Liens were granted to or for the benefit of the Prepetition Facility Secured Parties for fair consideration and reasonably equivalent value, and were granted contemporaneously with the making of the loans and/or commitments and other financial accommodations secured thereby.

4. Indemnity. The Prepetition Facility Secured Parties have acted in good faith, and without negligence or violation of public policy or law, in respect of all actions taken by them in connection with or related in any way to negotiating, implementing, documenting or obtaining requisite approvals of the use of Cash Collateral, including in respect of the granting of the Adequate Protection Liens and all documents related to and all transactions contemplated by the foregoing. Accordingly, the Prepetition Facility Secured Parties shall be and hereby are indemnified and held harmless by the Debtors in respect of any claim or liability incurred in respect thereof or in any way related thereto; provided that no such parties will be indemnified for any cost, expense or liability to the extent determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from such parties’ gross negligence or willful misconduct. No exception or defense in contract, law or equity exists as to any obligation set forth in this paragraph [4] or in the Prepetition Facility Documents to indemnify and/or hold harmless the Prepetition Facility Secured Parties and any such defenses are hereby waived.

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5. No Liability to Third Parties. Neither the CoCom nor any of the Prepetition Facility Secured Parties shall (i) have liability to any third party or be deemed to be in control of the operation of any of the Debtors or to be acting as a “controlling person,” “responsible person,” “owner or operator,” or “participant” with respect to the operation or management of any of the Debtors (as such term, or any similar terms, are used in the Internal Revenue Code, the United States Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended, or any other Federal, state, or applicable international statute or regulation) or (ii) owe any fiduciary duty to any of the Debtors, their creditors or estates, or shall constitute or deemed to constitute a joint venture ore partnership with any of the Debtors.

6. No Claims, Causes of Action. As of the date hereof, there exist no claims or causes of action against the CoCom or any of the Prepetition Facility Secured Parties with respect to, in connection with, related to, or arising from the Prepetition Facility Documents that may be asserted by the Debtors or any other person or entity.

7. Release. The Debtors forever and irrevocably release, discharge, and acquit all former, current and future members of the CoCom, Prepetition Facility Agents and any other Prepetition Facility Secured Parties, and each of their respective former, current and future officers, employees, directors, agents, representatives, owners, members, partners, financial and other advisors and consultants, legal advisors, shareholders, managers, consultants, accountants, attorneys, affiliates, and predecessors and successors in interest of and from any and all claims, demands, liabilities, responsibilities, disputes, remedies, causes of action, indebtedness and obligations, rights, assertions, allegations, actions, suits, controversies, proceedings, losses, damages, injuries, attorneys’ fees, costs, expenses, or judgments of every type, whether known, unknown, asserted, unasserted, suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending or threatened including, without limitation, all legal and equitable theories of recovery, arising under common law, statute or regulation or by contract, of every nature and description, arising out of, in connection with, or relating to Prepetition Facility Documents and/or the

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transactions contemplated hereunder or thereunder including, without limitation, (w) any so-called “lender liability” or equitable subordination claims or defenses, (x) any and all claims and causes of action arising under the Bankruptcy Code, (y) any and all claims and causes of action with respect to the validity, priority, perfection or avoidability of the liens or claims of the Prepetition Facility Secured Parties and (z) any and all claims and causes of action related to actions described in paragraph 34 of the Interim Order.

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ANNEX 3 to EXHIBIT A

Credit Facility Term Sheet

PROJECT EAGLE

SECURED CREDIT FACILITIES

RESTRUCTURING TERM SHEET

PROPOSED CAPITAL STRUCTURE FOLLOWING IMPLEMENTATION OF RECAPITALISATION PLAN

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This document (together with its annexes, the “Term Sheet”) sets out the terms and conditions for the amendment of the Secured Credit Facilities under the recapitalisation plan for Seadrill Ltd (the “Company”) and its subsidiaries (the “Group”) (the “Recapitalisation Plan”) pursuant to the restructuring support and lock-up agreement (the “RSA”) to which this Term Sheet is attached.

Further details relating to the intercreditor principles, cash pooling arrangements, the arrangements for the Existing Bonds and the amendments to the Ship Finance Agreements are set out in Exhibit A of the RSA.

Capitalised terms used in this Term Sheet and not otherwise defined herein or in Annex 1 (Definitions) have the meanings given to them in the relevant Secured Facility Agreement.

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