Common use of Conditions Precedent to the Effective Date Clause in Contracts

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B of the Plan: 1. the RSA and Investment Agreement shall not have been terminated and shall remain in full force and effect; 2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 8. payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, to the extent required; and 13. entry of an order in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order .

Conditions Precedent to the Effective Date. It Notwithstanding anything to the contrary in this Agreement, any other Loan Document or any other agreement or undertaking between the Borrower, the Administrative Agent and/or any of the Lenders, this Agreement and the Lenders’ Commitments hereunder shall be become effective subject solely to the following conditions precedent in this Section 5.01 having been satisfied (or waived by the Initial Arrangers in accordance with Section 10.01): (a) The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower. (b) The Administrative Agent shall have received a condition Note, executed by the Borrower, for each Lender that shall have given at least three Domestic Business Days’ prior written notice of its request for a Note. (c) The Administrative Agent shall have received a certificate, dated the Effective Date, of the Secretary or an Assistant Secretary of the Borrower (i) attaching a true and complete copy of the resolutions of its Board of Directors and of all customary documents evidencing all other necessary corporate action taken by the Borrower to authorize this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby, (ii) attaching a true and complete copy of its Certificate of Incorporation and By-Laws, (iii) setting forth the incumbency of the officer or officers of the Borrower who may sign this Agreement, the other Loan Documents and any other certificates, requests, notices or other documents required hereunder or thereunder, and (iv) attaching a certificate of good standing of the Secretary of State of the State of Delaware. (d) All fees and reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented out-of-pocket legal fees and expenses) to the extent invoiced at least three Domestic Business Days prior to the Effective Date that and the following conditions fees contemplated by the Fee Letter payable to the Joint Lead Arrangers, the Administrative Agent or the Lenders shall have been satisfied paid on or waived pursuant prior to Article IX.B of the Plan: 1. the RSA and Investment Agreement shall not have been terminated and shall remain in full force and effect; 2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 8. payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactionscase, to the extent required; andrequired by the Fee Letter or this Agreement to be paid on or prior to the Effective Date. 13. entry (e) The Administrative Agent shall have received at least two Domestic Business Days prior to the Effective Date all documentation and other information regarding the Borrower required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act to the extent reasonably requested in writing to the Borrower at least four Domestic Business Days prior to the Effective Date. (f) The Administrative Agent shall have received (i) an opinion of an order Xxxxxx Xxxxxxx, assistant general counsel of the Borrower, dated the Effective Date, in the Bermuda Dissolution Proceedings form of Exhibit D-1, and (ii) an opinion of Shearman & Sterling LLP, special counsel to the Borrower, dated the Effective Date, in the form of Exhibit D-2. Promptly upon the occurrence thereof and upon execution and delivery of this Agreement by the Bermuda Court recognizing Administrative Agent and the Confirmation Order Lenders, the Administrative Agent shall notify the Borrower and the Lenders in writing as to the Effective Date, and such notice shall be conclusive and binding.

Conditions Precedent to the Effective Date. It The obligation of each Lender to make any Loan on or after Effective Date and the obligation of each Issuing Bank to issue any Letter of Credit on or after the Effective Date for the account of any Borrower is subject to satisfaction of the following conditions: (a) The Administrative Agent shall be have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) the Amendment and Restatement Agreement executed by each Person listed on the signature pages thereof; (ii) the Affiliate Guaranty executed by each Guarantor existing as of Effective Date; (iii) Revolving Credit Notes payable to each Lender requesting (at least one Business Day prior to the Effective Date) a condition Revolving Credit Note, duly completed and executed by the Borrowers and dated the Effective Date; (iv) Swingline Notes payable to each Swingline Lender, duly completed and executed by the Borrowers and dated the Effective Date; (v) a certificate of a Responsible Officer of WIL-Ireland, dated the Effective Date and certifying (A) that the representations and warranties made by each Obligor in any Loan Document delivered at or prior to the Effective Date that are true and correct in all material respects (except to the following conditions extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall have been satisfied or waived pursuant to Article IX.B of the Plan: 1. the RSA be true and Investment Agreement shall not have been terminated and shall remain correct in full force and effect; 2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence respects) as of the Effective Date), except for those that by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, and (B) as to the absence of the occurrence and continuance of any Default or Event of Default; 4. (vi) a certificate of the secretary or an assistant secretary or other Responsible Officer of each Obligor, dated the Effective Date and certifying (A) true and complete copies of the constitution or memorandum of association and bye-laws, the certificate of incorporation and bylaws or the other organizational documents, each as amended and in effect on the Effective Date, of such Obligor, (B) the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the execution, delivery and performance by such Obligor of the Loan Documents to which it is or shall be a party and, in the case of a Borrower, the borrowing of Loans by such Borrower and the issuance of Letters of Credit for the New Secured Notes account of such Borrower hereunder and (2) authorizing officers or other representatives of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, (C) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor and (D) the incumbency and specimen signatures of the officers or other authorized representatives of such Obligor executing any documents on its behalf; (vii) favorable, signed opinions addressed to the Administrative Agent and the New Seadrill Common Shares Lenders dated the Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent, from (with all conditions precedent thereto having been satisfied or waivedA) Xxxxxx & Xxxxxxx LLP, other than special United States counsel to the occurrence Obligors, (B) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to WIL-Bermuda, (C) Xxxxx & XxXxxxxx LLP, special Swiss counsel to certain of the Obligors, (D) Xxxxxxxx, special Irish counsel to certain of the Obligors, (E) Dentons, special Canadian counsel to certain of the Obligors, (F) Xxxxx & XxXxxxxx LLP, special Luxembourg counsel to certain of the Obligors, (G) Xxxxxx & Xxxxxxxxx XX, special Luxembourg counsel to the Administrative Agent, (H) Xxxxxxx Xxxx & Xxxxxxx Limited, special British Virgin Islands counsel to certain of the Obligors, (I) Sidley Austin LLP, special English counsel to the Administrative Agent, (J) Xxxxx Xxxxxx LLP, special Louisiana counsel to Xxxxxxxxxxx U.S., L.P., (K) Allens, special Australian counsel to the Administrative Agent, (L) Selmer, special Norwegian counsel to the Administrative Agent, (M) Xxxxx & XxXxxxxx Amersterdam N.V., special Dutch counsel to certain of the Obligors and (N) Szakaly Law Firm, special Hungarian counsel to Xxxxxxxxxxx Capital Management Services Limited Liability Company, in each case, given upon the express instruction of the applicable Obligor(s), as applicable; (viii) (A) a certificate of a Principal Financial Officer of WIL-Ireland certifying that, after giving effect to the Transactions, WIL-Ireland and its Subsidiaries on a consolidated basis are Solvent as of the Effective Date); 5. the effectiveness Date and (B) a certificate of any other applicable Definitive Documentationa Principal Financial Officer of WIL-Bermuda certifying that, subject after giving effect to the consent Transactions, WIL-Bermuda and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid its Subsidiaries on a consolidated basis are Solvent as of the Effective Date; 8. payment (ix) a certificate of a Principal Financial Officer of WIL-Ireland demonstrating, after giving effect to the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid Transactions, that WIL-Ireland is in compliance on a pro forma basis with the Financial Covenants as of the Effective Date; 9. payment (x) a certificate of a Principal Financial Officer of WIL-Ireland with supporting information certifying as to (A) the calculation of WIL-Bermuda’s Consolidated Net Worth (as defined in each of the reasonable Existing Senior Notes Indentures and documented fees and expenses incurred and unpaid in each of the Citi Credit Documents) as of March 31, 2016 in accordance with each of the Senior Notes Indentures and each of the Citi Credit Documents and (B) WIL-Bermuda’s ability to incur indebtedness under the Term Loan Facility on the Effective Date of each and to secure such indebtedness and other obligations in respect thereof without having to share the Liens on the collateral securing the Term Loan Facility equally and ratably with any series of the members issued and outstanding Existing Senior Notes or any of the Committee obligations under the Citi Credit Documents; and (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, xi) to the extent required; and 13. entry of an order available in the Bermuda Dissolution Proceedings applicable jurisdiction(s), (A) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor (other than WIL-Bermuda) certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority or by a Responsible Officer with respect to Obligors organized under the laws of the British Virgin Islands, (B) certificates of appropriate public officials or bodies as to the existence, good standing and qualification to do business as a foreign entity, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect and (C) to the extent not covered by clauses (A) and (B) immediately above, and only with respect any Obligor organized outside of the United States of America, Bermuda, the British Virgin Islands, Ireland or Switzerland, documents, excerpts or certificates issued by appropriate public officials or bodies with respect to such Obligor that are customarily delivered by entities organized in the same jurisdiction as such Obligor in connection with transactions similar to the Transactions. (b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, required to be received by the Obligors in connection with (i) the Loans, (ii) the Letters of Credit and (iii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained. (c) The Lenders shall have received (i) audited consolidated financial statements of WIL-Ireland for the Fiscal Year ended December 31, 2015, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Ireland filed with the SEC pursuant to the Exchange Act and (ii) unaudited interim consolidated financial statements of WIL-Ireland for each quarterly period ended subsequent to December 31, 2015 to the extent such financial statements are available, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Ireland filed with the SEC pursuant to the Exchange Act. (d) The Borrowers shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent invoiced at or before 1:00 p.m., New York City time, on the Business Day immediately prior to the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrowers pursuant to Section 11.03 or any other Loan Document. (e) The Term Loan Facility shall be closed and effective, the Specified Prepayment (as defined in the Amendment and Restatement Agreement) and Commitment Reduction (as defined in the Amendment and Restatement Agreement) shall have occurred, and there shall be Extending Lenders representing Extended Commitments and commitments under the Term Loan Facility of at least $1,600,000,000 in the aggregate. (f) Each Obligor shall have provided to the Administrative Agent and the Lenders if requested at least three Business Days prior to the Effective Date, the documentation and other information requested by the Administrative Agent or any Lender in order to comply with requirements of the PATRIOT Act and applicable “know your customer” and anti-money laundering rules and regulations. (g) The Administrative Agent and the Lenders are satisfied with the description and scope of the Designated Assets as described in writing to the Administrative Agent and the Lenders prior to the Effective Date. (h) Each Obligor shall have provided the Administrative Agent such other information and supporting documentation regarding the WIL-Bermuda Court recognizing recapitalization transaction as the Confirmation Order Administrative Agent shall reasonably request. Each Lender, by delivering its signature page to the Amendment and Restatement Agreement, shall be deemed to have consented to, approved or accepted or to be satisfied with, each Loan Document and each other document required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.B of the Planhereof: 1. the RSA Court shall have entered the Confirmation Order, which shall be consistent with the TSA and Investment the Merger Agreement (and subject to the consent, approval, and consultation rights set forth in each); 2. the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein (and any amendment thereto) shall have been filed with the Court, which shall be consistent with the TSA and the Merger Agreement (and subject to the consent, approval, and consultation rights set forth in each); 3. the TSA shall not have been terminated and shall remain be in full force and effect; 24. entry of the Confirmation Order and no stay of the Confirmation Order Merger shall then have been consummated or is anticipated to be in effect; 3. entry into the Amended Finance Documents (consummated concurrent with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. [the effectiveness of any other applicable Definitive DocumentationExit RBL Documents shall have been executed and delivered (which shall be in form and substance acceptable to the Debtors, BCEI, the Required Consenting Noteholders, and the Exit RBL Agent and consistent with the TSA and the Merger Agreement (and subject to the consent consent, approval, and approval consultation rights set forth in each)), and all conditions precedent to the RSAconsummation of such Exit RBL Documents, shall have been waived or satisfied in accordance with their terms]; 6. all Allowed Professional Fee Claims shall have been paid in full or amounts sufficient to pay such fees and expenses after the establishment and funding of Effective Date have been placed in the Professional Fee Escrow AccountAccount pending approval by the Court; 7. payment of the Bank CoCom Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and Agents’ reasonable effectuate the Plan, and documented professional fees and expenses incurred and unpaid as of the Effective Date; 8. payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained transactions contemplated by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, to including the extent requiredMerger; and 138. entry of an order in the Bermuda Dissolution Proceedings by Debtors shall have paid the Bermuda Court recognizing the Confirmation Order Restructuring Expenses.

Conditions Precedent to the Effective Date. It This Agreement shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 9.02: (a) The Administrative Agent shall have received the following, each dated the Effective Date: (i) this Agreement executed by each party hereto; and (ii) a certificate of an officer and of the secretary or an assistant secretary of the Borrower, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation, as amended and in effect, of the Borrower, the bylaws, as amended and in effect, of the Borrower and the resolutions adopted by the Board of Directors of the Borrower (1) authorizing the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is or will be a condition party and the borrowing of the Loans to be made hereunder, (2) approving the Loan Documents to which the Borrower is or will be a party and (3) authorizing officers of the Borrower to execute and deliver the Loan Documents to which the Borrower is or will be a party and any related documents and (B) the incumbency and specimen signatures of the officers of the Borrower executing any such documents on its behalf. (b) The Administrative Agent shall have received (for distribution to the Lenders so requesting) at least three business days prior to the Effective Date that all documentation and other information about the following conditions Borrower as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Effective Date. (c) The Administrative Agent shall have received a certificate of appropriate officials as to the existence and good standing of the Borrower. (d) All fees required to be paid on the Effective Date pursuant to the letter agreement referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Effective Date, to the extent invoiced at least two Business Days prior to the Effective Date, shall have been satisfied or waived pursuant to Article IX.B of paid. The Administrative Agent shall notify the Plan: 1. the RSA and Investment Agreement shall not have been terminated and shall remain in full force and effect; 2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes Borrower and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 8. payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as Lenders of the Effective Date of each of the members of the Committee in writing promptly upon such conditions precedent being satisfied (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties or waived in accordance with the Investment Agreement; 12. all requisite governmental authorities Section 9.02), and third parties will have approved or consented to the Restructuring Transactions, to the extent required; and 13. entry of an order in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order such notice shall be conclusive and binding.

Conditions Precedent to the Effective Date. It The obligation of each Lender to make any Loan on or after Effective Date and the obligation of each Issuing Bank to issue any Letter of Credit on or after the Effective Date for the account of any Borrower is subject to satisfaction of the following conditions: (a) The Administrative Agent shall be have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) the Amendment and Restatement Agreement executed by each Person listed on the signature pages thereof; (ii) the Affiliate Guaranty executed by each Guarantor existing as of Effective Date; (iii) Revolving Credit Notes payable to each Lender requesting (at least one Business Day prior to the Effective Date) a condition Revolving Credit Note, duly completed and executed by the Borrowers and dated the Effective Date; (iv) Swingline Notes payable to each Swingline Lender, duly completed and executed by the Borrowers and dated the Effective Date; (v) a certificate of a Responsible Officer of WIL-Ireland, dated the Effective Date and certifying (A) that the representations and warranties made by each Obligor in any Loan Document delivered at or prior to the Effective Date that are true and correct in all material respects (except to the following conditions extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall have been satisfied or waived pursuant to Article IX.B of the Plan: 1. the RSA be true and Investment Agreement shall not have been terminated and shall remain correct in full force and effect; 2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence respects) as of the Effective Date), except for those that by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, and (B) as to the absence of the occurrence and continuance of any Default or Event of Default; 4. (vi) a certificate of the secretary or an assistant secretary or other Responsible Officer of each Obligor, dated the Effective Date and certifying (A) true and complete copies of the constitution or memorandum of association and bye-laws, the certificate of incorporation and bylaws or the other organizational documents, each as amended and in effect on the Effective Date, of such Obligor, (B) the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the execution, delivery and performance by such Obligor of the Loan Documents to which it is or shall be a party and, in the case of a Borrower, the borrowing of Loans by such Borrower and the issuance of Letters of Credit for the New Secured Notes account of such Borrower hereunder and (2) authorizing officers or other representatives of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, (C) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor and (D) the incumbency and specimen signatures of the officers or other authorized representatives of such Obligor executing any documents on its behalf; (vii) favorable, signed opinions addressed to the Administrative Agent and the New Seadrill Common Shares Lenders dated the Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent, from (with all conditions precedent thereto having been satisfied or waivedA) Xxxxxx & Xxxxxxx LLP, other than special United States counsel to the occurrence Obligors, (B) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to WIL-Bermuda, (C) Xxxxx & XxXxxxxx LLP, special Swiss counsel to certain of the Obligors, (D) Xxxxxxxx, special Irish counsel to WIL-Ireland, (E) Dentons, special Canadian counsel to certain of the Obligors, (F) Xxxxx & XxXxxxxx LLP, special Luxembourg counsel to certain of the Obligors, (G) Xxxxxx & Xxxxxxxxx XX, special Luxembourg counsel to the Administrative Agent, (H) Xxxxxxx Xxxx & Xxxxxxx Limited, special British Virgin Islands counsel to certain of the Obligors, (I) Sidley Austin LLP, special English counsel to the Administrative Agent, (J) Xxxxx Xxxxxx LLP, special Louisiana counsel to Xxxxxxxxxxx U.S., L.P., (K) Allens, special Australian counsel to the Administrative Agent, (L) Selmer, special Norwegian counsel to the Administrative Agent, (M) Xxxxx & XxXxxxxx Amersterdam N.V., special Dutch counsel to certain of the Obligors and (N) Szakaly Law Firm, special Hungarian counsel to Xxxxxxxxxxx Capital Management Services Limited Liability Company, in each case, given upon the express instruction of the applicable Obligor(s), as applicable; (viii) (A) a certificate of a Principal Financial Officer of WIL-Ireland certifying that, after giving effect to the Transactions (as defined in this Agreement on the Effective Date); 5. , WIL-Ireland and its Subsidiaries on a consolidated basis are Solvent as of the effectiveness Effective Date and (B) a certificate of any other applicable Definitive Documentationa Principal Financial Officer of WIL-Bermuda certifying that, subject after giving effect to the consent Transactions (as defined in this Agreement on the Effective Date), WIL-Bermuda and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid its Subsidiaries on a consolidated basis are Solvent as of the Effective Date; 8. payment (ix) a certificate of a Principal Financial Officer of WIL-Ireland demonstrating, after giving effect to the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid Transactions (as defined in this Agreement on the Effective Date), that WIL-Ireland is in compliance on a pro forma basis with the Financial Covenants as of the Effective Date; 9. payment (x) a certificate of a Principal Financial Officer of WIL-Ireland with supporting information certifying as to (A) the calculation of WIL-Bermuda’s Consolidated Net Worth (as defined in each of the reasonable Existing Senior Notes Indentures and documented fees and expenses incurred and unpaid in each of the Citi Credit Documents) as of March 31, 2016 in accordance with each of the Senior Notes Indentures and each of the Citi Credit Documents and (B) WIL- Bermuda’s ability to incur indebtedness under the Term Loan Facility on the Effective Date of each and to secure such indebtedness and other obligations in respect thereof without having to share the Liens on the collateral securing the Term Loan Facility equally and ratably with any series of the members issued and outstanding Existing Senior Notes or any of the Committee obligations under the Citi Credit Documents; and (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, xi) to the extent required; and 13. entry of an order available in the Bermuda Dissolution Proceedings applicable jurisdiction(s), (A) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor (other than WIL-Bermuda) certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority or by a Responsible Officer with respect to Obligors organized under the laws of the British Virgin Islands, (B) certificates of appropriate public officials or bodies as to the existence, good standing and qualification to do business as a foreign entity, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect and (C) to the extent not covered by clauses (A) and (B) immediately above, and only with respect any Obligor organized outside of the United States of America, Bermuda, the British Virgin Islands, Ireland or Switzerland, documents, excerpts or certificates issued by appropriate public officials or bodies with respect to such Obligor that are customarily delivered by entities organized in the same jurisdiction as such Obligor in connection with transactions similar to the Transactions. (b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, required to be received by the Obligors in connection with (i) the Loans, (ii) the Letters of Credit and (iii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained. (c) The Lenders shall have received (i) audited consolidated financial statements of WIL-Ireland for the Fiscal Year ended December 31, 2015, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Ireland filed with the SEC pursuant to the Exchange Act and (ii) unaudited interim consolidated financial statements of WIL-Ireland for each quarterly period ended subsequent to December 31, 2015 to the extent such financial statements are available, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Ireland filed with the SEC pursuant to the Exchange Act. (d) The Borrowers shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent invoiced at or before 1:00 p.m., New York City time, on the Business Day immediately prior to the Effective Date, all out-of-pocket expenses required to be reimbursed or paid by the Borrowers pursuant to Section 11.03 or any other Loan Document. (e) The Term Loan Facility shall be closed and effective, the Specified Prepayment (as defined in the Amendment and Restatement Agreement) and Commitment Reduction (as defined in the Amendment and Restatement Agreement) shall have occurred, and there shall be Extending Lenders representing Extended Commitments and commitments under the Term Loan Facility of at least $1,600,000,000 in the aggregate. (f) Each Obligor shall have provided to the Administrative Agent and the Lenders if requested at least three Business Days prior to the Effective Date, the documentation and other information requested by the Administrative Agent or any Lender in order to comply with requirements of the PATRIOT Act and applicable “know your customer” and anti-money laundering rules and regulations. (g) The Administrative Agent and the Lenders are satisfied with the description and scope of the Designated Assets as described in writing to the Administrative Agent and the Lenders prior to the Effective Date. (h) Each Obligor shall have provided the Administrative Agent such other information and supporting documentation regarding the WIL-Bermuda Court recognizing recapitalization transaction as the Confirmation Order Administrative Agent shall reasonably request. Each Lender, by delivering its signature page to the Amendment and Restatement Agreement, shall be deemed to have consented to, approved or accepted or to be satisfied with, each Loan Document and each other document required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions Precedent to the Effective Date. It The obligation of each Lender to make any Loan on or after the date hereof and the obligation of each Issuing Bank to issue any Letter of Credit on or after the date hereof for the account of any Borrower is subject to satisfaction of the following conditions: (a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement executed by each Person listed on the signature pages hereof; (ii) the Guaranty Agreement executed by each Person listed on the signature pages thereof; (iii) Revolving Credit Notes executed by the Borrowers and payable to each Lender requesting (at least one Business Day prior to the Effective Date) a Revolving Credit Note, duly completed and executed by the Borrowers and dated the Effective Date; (iv) Swingline Notes executed by the Borrowers and payable to each Swingline Lender, duly completed and executed and dated the Effective Date; (v) a certificate of a Responsible Officer of each Obligor, dated the date hereof and certifying, inter alia (A) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be a condition delivered at or prior to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B of the Plan: 1. the RSA are true and Investment Agreement shall not have been terminated and shall remain correct in full force and effect; 2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid material respects as of the Effective Date, except for those that by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, and (B) the absence of the occurrence and continuance of any Default or Event of Default; 8. payment (vi) a certificate of the Commitment Parties’ reasonable secretary or an assistant secretary of each Obligor, dated the date hereof and documented professional fees certifying (A) true and expenses incurred complete copies of the memorandum of association and unpaid bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (I) authorizing the execution, delivery and performance by such Obligor of the Loan Documents to which it is or shall be a party and, in the case of a Borrower, the borrowing of Loans by such Borrower and the issuance of Letters of Credit for the account of such Borrower hereunder and (II) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor; (vii) (A) a certificate of the secretary or an assistant secretary of each of WIL, WIL-Switzerland and WII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any documents on its behalf; (viii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & Xxxxxxxx L.L.P., special United States counsel to the Obligors, (B) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to WIL, (C) Xxxxx & XxXxxxxx, special Swiss counsel to WIL-Switzerland, (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, and (E) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (ix) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, required to be received by the Obligors in connection with (i) the Loans, (ii) the Letters of Credit and (iii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained. (c) The Administrative Agent shall have received evidence reasonably satisfactory to it that the principal of and interest on all loans and other obligations accrued or owing under the Existing JPMorgan Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date;). 9. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that the principal of and interest on all loans and other obligations accrued or owing under the Existing Deutsche Bank Credit Agreement (whether or not such loans and obligations are then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the reasonable conditions under this Section 5.01 and documented fees and expenses incurred and unpaid as the application of proceeds of any Borrowings to occur on the Effective Date Date). (e) The Lenders shall have received (i) audited consolidated financial statements of each of the members of the Committee (excluding DSME and SHI but, WIL-Switzerland for the avoidance of doubtfiscal year ended December 31, not 2009, including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment condensed consolidating financial information with respect to the New Commitment Parties in accordance with the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, Guarantors to the extent required; and 13. entry of an order required to be presented in the Bermuda Dissolution Proceedings periodic reports of WIL-Switzerland filed with the SEC pursuant to the Exchange Act, and (ii) unaudited interim consolidated financial statements of WIL-Switzerland for each quarterly period ended subsequent to December 31, 2009 to the extent such financial statements are available, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Switzerland filed with the SEC pursuant to the Exchange Act. (f) The Borrowers shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent invoiced at or before 10:00 a.m., New York City time, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Bermuda Court recognizing the Confirmation Order Borrowers pursuant to Section 11.03 or any other Loan Document.

Conditions Precedent to the Effective Date. It The effectiveness of the Commitments is subject to the satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The Administrative Agent shall have received the following, each of which shall be originals or e-mailed copies (followed promptly by originals), each dated the Effective Date (or, in the case of certificates of governmental officials, a condition recent date before the Effective Date): (i) executed counterparts of this Agreement; (ii) Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) certificates of resolutions or other equivalent action and incumbency certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) documents and certifications evidencing that each Loan Party is validly existing and in good standing and qualified to engage in business in its jurisdiction of organization; and (v) opinions of (i) Tarrant Sibley, Esq., Senior Vice President, Chief Legal Officer and Secretary of the Borrower and (ii) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent. (b) All accrued and invoiced fees and expenses of the Lead Arrangers, the Administrative Agent and the Lenders (including the fees and expenses of counsel for the Administrative Agent) required to be paid on or before the Effective Date shall have been paid. (c) (i) Upon the reasonable request of any Lender made at least 10 Business Days prior to the Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the AML Legislation, in each case at least 3 Business Days prior to the Effective Date that and (ii) at least 3 Business Days prior to the following conditions Effective Date, the Borrower shall have been satisfied or waived pursuant delivered, to Article IX.B each Lender that so requests at least 10 Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower. Without limiting the generality of the Plan: 1. provisions of Section 9.04, for purposes of determining compliance with the RSA and Investment conditions specified in this Section 4.01(a), each Lender that has signed this Agreement shall not be deemed to have been terminated consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto. The Administrative Agent shall notify the Borrower and shall remain in full force and effect; 2. entry the Lenders of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes , and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 8. payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts such notice shall be paid from conclusive and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, to the extent required; and 13. entry of an order in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order binding.

Conditions Precedent to the Effective Date. It shall be a condition to Consummation of the Effective Date Plan that the following conditions shall have been satisfied (or waived pursuant to the provisions of Article IX.B of the Plan:IX.C hereof): 1. Entry of the RSA Confirmation Order in form and Investment Agreement substance satisfactory to the Debtors and the Majority Backstoppers (and with respect to any provisions relating to General Unsecured Claims, the Committee), and such order shall have become a Final Order that has not been stayed or modified or vacated on appeal; 2. The Debtors shall not be in default of the DIP Facility or the Final DIP and Cash Collateral Order (or, to the extent that the Debtors have been in default or are in default on the proposed Effective Date, such default shall have been waived by the DIP Facility Lenders or cured by the Debtors in a manner consistent with the DIP Facility); 3. The total amount of any administrative expenses paid by the Debtors on the Effective Date (or prior thereto) shall not exceed the sum of (i) fees and expenses incurred by the Professionals and (ii) $20,000,000.00; 4. There shall not have been terminated and shall remain in full force and effect; 2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date)a Material Adverse Change; 5. All of the effectiveness of Backstoppers’ reasonable and documented professional fees (including legal and financial and any other applicable Definitive Documentationspecial advisors retained by the Second Lien Backstoppers and the Noteholder Backstoppers either before or during the Chapter 11 Cases) and out-of-pocket expenses, subject to the consent and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ including reasonable and documented professional fees and expenses incurred by the Second Lien Agent, incurred in connection with the Restructuring Transactions or any other matter in connection thereto, including, without limitation, those fees and unpaid expenses incurred during the Chapter 11 Cases, shall have been paid by the Debtors in accordance with the Restructuring Support Agreement; 6. All of the DIP Facility Agent’s reasonable and documented professional fees (including legal and financial and any other special advisors retained by the DIP Facility Agent) and out-of-pocket expenses, including professional fees and expenses incurred by the DIP Facility Agent, incurred in connection with the Restructuring Transactions or any other matter in connection thereto, including, without limitation, those fees and expenses incurred during the Chapter 11 Cases, shall have been paid by the Debtors in accordance with the DIP Credit Agreement. 7. All of the Bridge Facility Agent’s reasonable and documented professional fees (including legal and financial and any other special advisors retained by the Bridge Facility Agent) and out-of-pocket expenses, including professional fees and expenses incurred by the Bridge Facility Agent, incurred in connection with the Restructuring Transactions or any other matter in connection thereto, including, without limitation, those fees and expenses incurred during the Chapter 11 Cases, shall have been paid by the Debtors in accordance with the Bridge Financing Facility. 8. All of the Second Lien Agent’s reasonable and documented professional fees (including legal and financial and any other special advisors retained by the Second Lien Agent) and out-of-pocket expenses, including professional fees and expenses incurred by the Second Lien Agent, incurred in connection with the Restructuring Transactions or any other matter in connection thereto, including, without limitation, those fees and expenses incurred during the Chapter 11 Cases, shall have been paid by the Debtors in accordance with the Second Lien Credit Agreement. 9. The Debtors shall have, before the Petition Date, provided the Backstoppers with a summary of the total amount of fees and expenses paid to the Debtors’ financial and legal advisors since September 1, 2015, including the amounts paid to Xxxxxxxx & Xxxxx, LLP, Xxxxxxxxx & Xxxxxxxx, LLP, and PJT Partners; 10. The Debtors shall not have transferred, outside of the ordinary course of business, any of their assets (as of the Effective Date) including cash on hand, to non-Debtors without the prior approval of the Majority Backstoppers or as otherwise permitted under the DIP Facility; 11. The Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made after the Confirmation Date but prior to the Effective Date, shall be in form and substance acceptable to the Debtors, the Majority Backstoppers (and with respect to the Description of Transaction Steps, the Unsecured Creditor Distribution Trust Agreement, and Plan modifications that would materially and adversely affect the treatment of Allowed General Unsecured Claims, acceptable to the Committee), and made in accordance with the Article X.A of the Plan; 12. The Exit Financing Documents in form and substance acceptable to the Debtors and the Majority Backstoppers shall have been executed and delivered by all of the Entities that are parties thereto, and all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Financing shall have been waived or satisfied in accordance with the terms thereof, and the closing of the Exit Financing shall be deemed to occur concurrently with the occurrence of the Effective Date; 813. payment All conditions precedent to the issuance of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as New Common Equity, other than any conditions related to the occurrence of the Effective Date, shall have occurred; 914. payment The New Organizational Documents, in form and substance acceptable to the Debtors and the Majority Backstoppers, have been duly filed with the applicable authorities in the relevant jurisdictions; 15. All governmental and material third party approvals and consents, including Court approval, necessary in connection with the transactions contemplated by the Plan shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such transactions; 16. All documents and agreements necessary to implement the Plan shall have (a) been tendered for delivery and (b) been effected or executed by all Entities party thereto, and all conditions precedent to the effectiveness of such documents and agreements shall have been satisfied or waived pursuant to the terms of such documents or agreements (including, without limitation, the Exit Financing Documents and the Unsecured Creditor Distribution Trust Agreement); 17. The Restructuring Support Agreement shall not have terminated and shall be in full force and effect, with all prerequisites to assumption having been satisfied, and shall not be (i) identified on the Schedule of Rejected Executory Contracts and Unexpired Leases or (ii) the subject of a pending motion to reject Executory Contracts or Unexpired Leases, and the Debtors shall be in compliance therewith; 18. All Allowed Professional Fee Claims approved by the Court shall have been paid in full or amounts sufficient to pay such Allowed Professional Fee Claims after the Effective Date have been placed in the Professional Fee Escrow Account pending approval of the reasonable Professional Fee Claims by the Court; 19. The DIP Backstop Fee shall have been paid to the Backstoppers in accordance with the Restructuring Support Agreement and the Final DIP and Cash Collateral Order; 20. The reasonable, actual, and documented fees and expenses incurred and unpaid as of the Effective Date of each Indenture Trustee and its counsel shall be paid in full and in Cash; 21. The Debtors and the Backstoppers shall have fulfilled their obligations under the Restructuring Support Agreement with respect to entry of the members of Chapter 11 Compensation Order, and to the Committee (excluding DSME extent such order is entered by the Court and SHI buthas become a Final Order, all obligations arising under the Chapter 11 Compensation Order shall have been assumed, including, for the avoidance of doubt, not including any obligation to make payments required under the fees and expenses Chapter 11 Compensation Order, regardless of professionals retained by whether such payments are due before or after the Committee pursuant to section 327 occurrence of the Bankruptcy Code), which amounts Effective Date; and 22. The Unsecured Creditor Distribution Trust shall be paid from have been established and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties funded in accordance with the Investment Agreement; 12. all requisite governmental authorities Plan in form and third parties will have approved or consented substance satisfactory to the Restructuring Transactions, to Majority Backstoppers and the extent required; and 13. entry of an order in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order Committee.

Conditions Precedent to the Effective Date. It This Amended Agreement shall be a condition to become effective on the Effective Date that first date (the "EFFECTIVE DATE") when all of the following conditions precedent set forth in this Section 4.01, and the additional conditions precedent set forth in Section 4.02, shall have been satisfied or waived pursuant to Article IX.B satisfied: (a) The Agent shall have received counterparts hereof signed by each of the Plan: 1. parties hereto (or, in the RSA and Investment Agreement case of any Lender as to which an executed counterpart shall not have been terminated received, telegraphic, telex, telecopy or other written confirmation from such party in form satisfactory to the Agent of the execution of a counterpart hereof by such Lender). (b) The Agent shall have received for the account of each Lender duly executed Notes, dated the Effective Date, complying with the provisions of Section 2.05. (c) The Agent on behalf of the Secured Parties shall have a perfected, first priority security interest in the Collateral and the Agent shall have received: (i) counterparts of (A) the Horizon Consent, duly executed by Horizon, (B) the Continental Consent, duly executed by Continental, (C) the Horizon Subsidiaries' Guarantor Consent, duly executed by each Horizon Subsidiary Guarantor and each Horizon Subsidiary Pledgor and (D) the Continental Subsidiaries' Guarantor Consent, duly executed by each Continental Subsidiary Guarantor and each Continental Subsidiary Pledgor; (ii) Intercompany Notes, duly executed by the Subsidiary Guarantors and by North Louisiana Rehabilitation Center, Inc., Kansas Rehabilitation Hospital, Inc., CMS Jonesboro Rehabilitation, Inc., Houston Rehabilitation Associates and Baton Rouge Rehab, Inc., accompanied by assignments executed in blank; (iii) confirmation by the Borrowers that the Agent has previously received certificates representing all outstanding capital stock of Continental and the other Subsidiaries (other than immaterial Subsidiaries acceptable to the Agent), accompanied by stock powers endorsed in blank; and (iv) confirmation by the Borrowers that no additional filing, registration or recordation of any document (including any Uniform Commercial Code financing statement) is required to be filed, registered or recorded in order to create in favor of the Agent for the benefit of the Secured Parties a valid, legal and perfected security interest in or Lien on the Collateral that is the subject of the Pledge Agreements. (d) The Agent shall have received an opinion of counsel to the Borrowers, the Subsidiary Guarantors and the Subsidiary Pledgors substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request, such opinion to be dated the Effective Date and addressed to the Agent and the Lenders. (e) The Agent shall have received: (i) a certificate of the Secretary, Assistant Secretary or other authorized representative of each of the Borrowers, the Subsidiary Guarantors and the Subsidiary Pledgors, dated the Effective Date and certifying (A) that none of the certificates of incorporation, certificates of partnership, by-laws, partnership agreements or other constitutive documents, as applicable, of such party have been amended or changed since the Closing Date, except as expressly set forth therein, and (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such party (or, in the case of a partnership, the managing general partner thereof) authorizing the execution, delivery and performance of this Amended Agreement, the Horizon Consent, the Continental Consent, the Horizon Subsidiaries' Guarantor Consent and the Continental Subsidiaries' Guarantor Consent to which such party is or will be a party and, in the case of Horizon, the consummation of the Tender Offers and, in the case of each Borrower, the extensions of credit hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (ii) a certificate of another authorized representative as to the incumbency and specimen signature of the person executing the certificate pursuant to clause (i) above; and (iii) such other documents, opinions, certificates and agreements in connection with the transactions contemplated hereby, in form and substance satisfactory to the Agent, as it or its counsel shall reasonably request. (f) The Agent and the Lenders shall have received financial information satisfactory in all respects to the Agent and the Lenders, including (i) projected financial statements of Horizon and the Subsidiaries for the period after the Effective Date through the fifth anniversary thereof, (ii) a statement of sources and uses of funds in connection with the Tender Offers, certified by a Financial Officer of Horizon and (iii) a certificate of a Financial Officer of Horizon, substantially in the form attached hereto as Exhibit G, setting forth the calculations required under Section 5.04(e)(i). (g) There shall have occurred the consummation of the Tender Offers and related consent solicitations in a manner and on terms satisfactory in all respects to the Agent and the Lenders and, after giving effect thereto, (i) at least a majority in aggregate principal amount of the 10-3/8% Notes shall have been accepted for payment and consents from the holders thereof shall have been received, (ii) at least a majority in aggregate principal amount of the 10-7/8% Notes shall have been accepted for payment and consents from the holders thereof shall have been received, (iii) the proposed amendments to the Subordinated Note Indentures, which are described in the Offers to Purchase and Consent Solicitations dated August 11, 1995, shall have become effective, (iv) no default, event of default, prepayment event or change in control shall have occurred and be continuing under the Subordinated Note Indentures and (v) the obligations of Continental under the Facility for money borrowed by Continental shall rank senior to any Subordinated Notes remaining outstanding. (h) All governmental, regulatory, shareholder and third party consents, approvals, filings, registrations and other actions required in order to consummate the Tender Offers or the Facility shall have been obtained or made, as applicable, and shall remain in full force and effect; 2. entry , in each case without the imposition of any condition or restriction which is, in the judgment of the Confirmation Order Agent, materially adverse to any Borrower or Subsidiary, and the Agent shall have received satisfactory evidence thereof. (i) Since May 31, 1995, except for any changes expressly disclosed in any filing with the SEC made after May 31, 1995 and prior to the date hereof, no stay of Material Adverse Change has occurred and there exists no condition, event or occurrence that, individually or in the Confirmation Order aggregate, could reasonably be expected to result in a Material Adverse Change. (j) The Borrowers shall then be in effect; 3. entry into the Amended Finance Documents have paid (with i) all conditions precedent thereto having been satisfied or waivedfees and interest accrued to, other than the occurrence of and unpaid as of, the Effective Date); 4. issuance of Date under the New Secured Notes Original Credit Agreement and (ii) all Fees and other amounts due and payable to the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied Agent or waived, other than the occurrence of any Lender on or prior to the Effective Date); 5. Date under the effectiveness of Fee Letter or any other applicable Definitive DocumentationLoan Document, subject including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers (to the consent extent invoices or statements therefor have been received). (k) Each Lender shall have received payment from the Borrowers of an amendment fee and approval rights an upfront fee equal to the amount set forth in the RSA; 6invitation letter from the Agent to such Lender dated August 17, 1995. the establishment and funding The first Borrowing hereunder (consisting of the Professional Fee Escrow Account; 7. payment conversion of the Bank CoCom Horizon Loans and Agents’ reasonable the Continental Loans to Loans hereunder pursuant to Section 2.01) shall be deemed to constitute a representation and documented professional fees warranty by the Borrowers on the Effective Date as to the matters specified in paragraphs (g), (h) and expenses incurred and unpaid as (i) of this Section 4.01. On the Effective Date; 8, the Original Credit Agreement shall, without further action by any person, be amended and restated in its entirety to read as set forth herein. payment From and after such date, the rights and obligations of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts parties hereto shall be paid from governed by this Amended Agreement and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, to the extent required; and 13. entry of an order in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order other Loan Documents.

Conditions Precedent to the Effective Date. It The Lenders’ Commitments shall be a condition to not become effective hereunder until the Effective Date that date on which each of the following conditions shall have been be satisfied (or waived pursuant in accordance with Section 10.08) on or prior to Article IX.B the Commitment Termination Date: (a) The Administrative Agent shall have received (i) this Agreement, duly executed and delivered by the Borrower, (ii) a copy, including all amendments thereto, of the Plan: 1. charter of the RSA Borrower, certified as of a recent date by the Secretary of State or other appropriate official of its jurisdiction of incorporation and Investment a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State or other official; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on the Effective Date showing all amendments thereto since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement shall and the borrowings by the Borrower hereunder, and that such resolutions have not have been terminated modified, rescinded or amended and shall remain are in full force and effect; 2. entry , (C) that the charter of the Confirmation Order and no stay Borrower has not been amended since the date of the Confirmation Order shall then be last amendment thereto shown on the certificate of good standing furnished pursuant to clause (ii) above and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence connection herewith on behalf of the Effective Date); 4. issuance Borrower and (iv) a certificate of another officer of the New Secured Notes Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iii) above. (b) The Lenders, the Administrative Agent and the New Seadrill Common Shares (with Arranger shall have received all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred required to be paid and unpaid as of due under this Agreement or the Effective Date; 8. payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as of other Loan Documents on or before the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment invoices have been presented at least two Business Days prior to the New Commitment Parties in accordance with Effective Date (including, without limitation, amounts then payable under the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, to the extent required; and 13. entry of an order in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order Fee Letter).

Conditions Precedent to the Effective Date. It The obligation of each Lender to make its Loan on the Effective Date is subject to satisfaction of the following conditions: (a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement executed by each Person listed on the signature pages hereof; (ii) the Guaranty Agreement executed by each Person listed on the signature pages thereof; (iii) Notes executed by the Borrower and payable to each Lender requesting (at least one Business Day prior to the Effective Date) a Note, duly completed and executed by the Borrower and dated the Effective Date; (iv) a certificate of a Responsible Officer of WIL-Switzerland, dated the date hereof and certifying as to the conditions set forth in Sections 5.01(e) and (f); (v) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying (A) true and complete copies of the memorandum of association and bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors, the managers or the members, as applicable, of such Obligor (I) authorizing the execution, delivery and performance by such Obligor of the Loan Documents to which it is or shall be a condition party and, in the case of the Borrower, the borrowing of Loans by the Borrower and (II) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor; (A) a certificate of the secretary or an assistant secretary of each of the Borrower, WIL-Switzerland and WILLC, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any Loan Documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any Loan Documents on its behalf; (vii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & Jxxxxxxx L.L.P., special United States counsel to the Obligors, (B) Cxxxxxx Dxxx & Pxxxxxx Limited, special Bermuda counsel to the Borrower, (C) Bxxxx & MxXxxxxx, special Swiss counsel to WIL‑Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, each given upon the express instruction of the applicable Obligor; and (viii) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, required to be received by the Obligors in connection with (i) the Loans and (ii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained. (c) The Lenders shall have received audited consolidated financial statements of WIL-Switzerland for the fiscal year ended December 31, 2012, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Switzerland filed with the SEC pursuant to the Exchange Act. (d) The Borrower shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent invoiced at or before 10:00 a.m., New York City time, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 11.03 or any other Loan Document. (e) The representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of the Effective Date (unless any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date). (f) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date. (g) The Lenders shall have received all documentation and other information with respect to WIL-Switzerland and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B of the Plan: 1. the RSA is required by regulatory authorities under applicable "know your customer" and Investment Agreement shall not have been terminated anti-money laundering rules and shall remain in full force and effect; 2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waivedregulations, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 8. payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, to the extent required; and 13. entry of an order in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order PATRIOT Act.

Conditions Precedent to the Effective Date. It This Agreement shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 9.02: (a) The Administrative Agent shall have received the following, each dated the Effective Date: (i) this Agreement executed by each party hereto; and (ii) a certificate of an officer and of the secretary or an assistant secretary of the Borrower, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation, as amended and in effect, of the Borrower, the bylaws, as amended and in effect, of the Borrower and the resolutions adopted by the Board of Directors of the Borrower (1) authorizing the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is or will be a condition party and the borrowing of the Loans to be made hereunder, (2) approving the Loan Documents to which the Borrower is or will be a party and (3) authorizing officers of the Borrower to execute and deliver the Loan Documents to which the Borrower is or will be a party and any related documents and (B) the incumbency and specimen signatures of the officers of the Borrower executing any such documents on its behalf. (b) The Administrative Agent shall have received (for distribution to the Lenders so requesting) at least three business days prior to the Effective Date that all documentation and other information about the following conditions Borrower as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Effective Date. (c) The Administrative Agent shall have received a certificate of appropriate officials as to the existence and good standing of the Borrower. (d) All fees required to be paid on the Effective Date pursuant to the letter agreements referenced in Section 2.09(c) and all reasonable out-of-pocket expenses required to be paid on the Effective Date, to the extent invoiced at least two Business Days prior to the Effective Date, shall have been satisfied or waived pursuant to Article IX.B of paid. The Administrative Agent shall notify the Plan: 1. the RSA and Investment Agreement shall not have been terminated and shall remain in full force and effect; 2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes Borrower and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 8. payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as Lenders of the Effective Date of each of the members of the Committee in writing promptly upon such conditions precedent being satisfied (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties or waived in accordance with the Investment Agreement; 12. all requisite governmental authorities Section 9.02), and third parties will have approved or consented to the Restructuring Transactions, to the extent required; and 13. entry of an order in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order such notice shall be conclusive and binding.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.B of the Planhereof: 1. the RSA Court shall have entered the Confirmation Order, which shall be consistent with the TSA and Investment the Merger Agreement (and subject to the consent, approval, and consultation rights set forth in each); 2. the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein (and any amendment thereto) shall have been filed with the Court, which shall be consistent with the TSA and the Merger Agreement (and subject to the consent, approval, and consultation rights set forth in each); 3. the TSA shall not have been terminated and shall remain be in full force and effect; 24. entry of the Confirmation Order and no stay of the Confirmation Order Merger shall then have been consummated or is anticipated to be in effect; 3. entry into the Amended Finance Documents (consummated concurrent with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. [the effectiveness of any other applicable Definitive DocumentationExit RBL Documents shall have been executed and delivered (which shall be in form and substance acceptable to the Debtors, BCEI, the Required Consenting Noteholders, and the Exit RBL Agent and consistent with the TSA and the Merger Agreement (and subject to the consent consent, approval, and approval consultation rights set forth in each)), and all conditions precedent to the RSAconsummation of such Exit RBL Documents, shall have been waived or satisfied in accordance with their terms]; 6. all Allowed Professional Fee Claims shall have been paid in full or amounts sufficient to pay such fees and expenses after the establishment and funding of Effective Date have been placed in the Professional Fee Escrow AccountAccount pending approval by the Court; 7. payment of the Bank CoCom Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and Agents’ reasonable effectuate the Plan, and documented professional fees and expenses incurred and unpaid as of the Effective Date; 8. payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained transactions contemplated by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, to including the extent requiredMerger; and 13and 8. entry of an order in the Bermuda Dissolution Proceedings by Debtors shall have paid the Bermuda Court recognizing the Confirmation Order Restructuring Expenses.

Conditions Precedent to the Effective Date. It shall be a condition to Consummation of the Effective Date Plan that the following conditions shall have been satisfied (or waived pursuant to the provisions of Article IX.B of the Plan:IX.C hereof): 1. Entry of the RSA Confirmation Order in a form and Investment Agreement substance acceptable to the Requisite Creditors, and such order shall have become a Final Order that has not have been terminated and shall remain in full force and effectstayed, modified, or vacated on appeal; 2. entry All of the Confirmation Order and no stay of Consenting Creditors Fees shall have been paid or escrowed, as applicable, by the Confirmation Order shall then be Debtors in effectaccordance with the terms hereof; 3. entry into All fees ordered to be paid pursuant to the Amended Finance Cash Collateral Order, including the Consenting Creditors’ reasonable and documented professional fees, shall have been paid or will be paid prior to or contemporaneously with the Effective Date in accordance with the terms hereof and the Cash Collateral Order; 4. The Plan, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made after the Confirmation Date but prior to the Effective Date, shall be in form and substance acceptable in all respects to the Debtors and the Requisite Creditors; 5. The Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made after the Confirmation Date but prior to the Effective Date, shall be in form and substance acceptable in all respects to the Debtors and the Requisite Creditors; 6. The Second Lien PIK Documents (with shall have been executed and delivered by all of the Entities that are parties thereto, and all conditions precedent thereto having been satisfied or waived, (other than any conditions related to the occurrence of the Effective Date); 4. ) to the consummation of the New Second Lien PIK Notes shall have been waived or satisfied in accordance with the terms thereof, and the issuance of the New Secured Second Lien PIK Notes and the New Seadrill Common Shares (shall be deemed to occur concurrently with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment The Exit Facility Documents shall have been executed and delivered by all of the Bank CoCom Entities that are parties thereto, and Agents’ reasonable all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Facility shall have been waived or satisfied in accordance with the terms thereof, and documented professional fees and expenses incurred and unpaid as the closing of the Exit Facility shall be deemed to occur concurrently with the occurrence of the Effective Date; 8. payment All other Definitive Documentation shall be acceptable in all respects to the Requisite Creditors and executed in accordance with the terms hereof; 9. All conditions precedent to the issuance of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as New Equity, other than any conditions related to the occurrence of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cashhave occurred; 10. payment of The New Organizational Documents shall be in form and substance acceptable in all respects to the Newbuild Settlement Cash (paid $7 million to DSME Debtors and $10 million to SHI)the Requisite Creditors and shall have been duly filed with the applicable authorities in the relevant jurisdictions; 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties All governmental and third-party approvals and consents, including Court approval, necessary in accordance connection with the Investment Agreementtransactions provided for in the Plan shall have been obtained, are not subject to unfulfilled conditions, and are in full force and effect, and all applicable waiting periods have expired without any action having been taken by any competent authority that would restrain or prevent such transactions; 12. All documents and agreements necessary to implement the Plan, including any revised employment agreements, shall have (a) been tendered for delivery and (b) been effected or executed by all requisite governmental authorities Entities party thereto, and third parties will have approved or consented all conditions precedent to the Restructuring Transactions, effectiveness of such documents and agreements (other than any conditions related to the extent requiredoccurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements (including, without limitation, the Exit Facility Documents); and 13. entry of an order All Allowed Professional Fee Claims approved by the Court shall have been paid in full and the Professional Fee Escrow Account shall have been funded in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order Professional Fee Reserve Amount.

Conditions Precedent to the Effective Date. It The obligation of each Lender to make its Loan on the Effective Date is subject to satisfaction of the following conditions: (a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement executed by each Person listed on the signature pages hereof; (ii) the Guaranty Agreement executed by each Person listed on the signature pages thereof; (iii) Notes executed by the Borrower and payable to each Lender requesting (at least one Business Day prior to the Effective Date) a Note, duly completed and executed by the Borrower and dated the Effective Date; (iv) a certificate of a Responsible Officer of WIL-Switzerland, dated the date hereof and certifying as to the conditions set forth in Sections 5.01(e) and (f); (v) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying (A) true and complete copies of the memorandum of association and bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor, (B) the resolutions adopted by the Board of Directors, the managers or the members, as applicable, of such Obligor (I) authorizing the execution, delivery and performance by such Obligor of the Loan Documents to which it is or shall be a condition party and, in the case of the Borrower, the borrowing of Loans by the Borrower and (II) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (C) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor; (vi) (A) a certificate of the secretary or an assistant secretary of each of the Borrower, WIL-Switzerland and WILLC, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any Loan Documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any Loan Documents on its behalf; (vii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Xxxxx & XxXxxxxx LLP, special United States counsel to the Obligors, (B) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to the Borrower, (C) Xxxxx & XxXxxxxx LLP, special Swiss counsel to WIL-Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, each given upon the express instruction of the applicable Obligor; and (viii) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, required to be received by the Obligors in connection with (i) the Loans and (ii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained. (c) The Administrative Agent shall have received evidence reasonably satisfactory to it that the principal of and interest on all loans outstanding under, and all other obligations accrued or owing under, the Existing Term Loan Agreement (whether or not then due) shall have been, or concurrently with the Initial Borrowing will be, paid in full. (d) The Borrower shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent invoiced at or before 10:00 a.m., New York City time, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 11.03 or any other Loan Document. (e) The representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of the Effective Date (unless any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date). (f) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date. (g) The Lenders shall have received all documentation and other information with respect to WIL-Switzerland and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B of the Plan: 1. the RSA is required by regulatory authorities under applicable “know your customer” and Investment Agreement shall not have been terminated anti-money laundering rules and shall remain in full force and effect; 2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waivedregulations, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 8. payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, to the extent required; and 13. entry of an order in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order PATRIOT Act.

Conditions Precedent to the Effective Date. It Notwithstanding anything to the contrary in this Agreement, any other Loan Document or any other agreement or undertaking between the Borrower, the Administrative Agent and/or any of the Lenders, this Agreement and the Lenders’ Commitments hereunder shall be become effective subject solely to the following conditions precedent in this Section 5.01 having been satisfied (or waived by the Initial Arrangers in accordance with Section 10.01): (a) The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower. (b) [Reserved]. (c) The Administrative Agent shall have received a condition certificate, dated the Effective Date, of the Secretary or an Assistant Secretary of the Borrower (i) attaching a true and complete copy of the resolutions of its Board of Directors and of all customary documents evidencing all other necessary corporate action taken by the Borrower to authorize this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby, (ii) attaching a true and complete copy of its Certificate of Incorporation and By-Laws, (iii) setting forth the incumbency of the officer or officers of the Borrower who may sign this Agreement, the other Loan Documents and any other certificates, requests, notices or other documents required hereunder or thereunder, and (iv) attaching a certificate of good standing of the Secretary of State of the State of Delaware. (d) All fees and reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented out-of-pocket legal fees and expenses) to the extent invoiced at least three Domestic Business Days prior to the Effective Date that and the following conditions fees contemplated by the Fee Letter payable to the Joint Lead Arrangers, the Administrative Agent or the Lenders shall have been satisfied paid on or waived pursuant prior to Article IX.B of the Plan: 1. the RSA and Investment Agreement shall not have been terminated and shall remain in full force and effect; 2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 8. payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactionscase, to the extent required; andrequired by the Fee Letter or this Agreement to be paid on or prior to the Effective Date. 13. entry (e) The Administrative Agent shall have received (i) at least five Domestic Business Days prior to the Effective Date all documentation and other information regarding the Borrower required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act to the extent reasonably requested in writing to the Borrower at least ten Domestic Business Days prior to the Effective Date and (ii) at least five Domestic Business Days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered to each Lender that so requests a Beneficial Ownership Certification, solely to the extent that such certification is requested in writing to the Company at least ten Domestic Business Days prior to the Effective Date. (f) The Administrative Agent shall have received (i) an opinion of an order Xxxxxx Xxxxxxx, assistant general counsel of the Borrower, dated the Effective Date, in the Bermuda Dissolution Proceedings form of Exhibit D-1, and (ii) an opinion of Xxxxxxxx & Sterling LLP, special counsel to the Borrower, dated the Effective Date, in the form of Exhibit D-2. Promptly upon the occurrence thereof and upon execution and delivery of this Agreement by the Bermuda Court recognizing Administrative Agent and the Confirmation Order Lenders, the Administrative Agent shall notify the Borrower and the Lenders in writing as to the Effective Date, and such notice shall be conclusive and binding.

Conditions Precedent to the Effective Date. It The effectiveness of this Agreement and each Lender’s obligation to fund a Term Loans in an amount equal to its Term Loan Commitment Amount are subject to the following conditions precedent: (a) The Agent shall be have received, in form and substance satisfactory to the Required Lenders: i. Borrower’s duly executed signatures to the Loan Documents; ii. a condition certificate of the Secretary or Assistant Secretary (or other equivalent officer or manager) of the Borrower dated as of the Effective Date which shall certify (i) copies of resolutions of the board of directors of the Borrower authorizing (x) the execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower is a party, and (y) the granting by the Borrower of the Liens upon the Collateral to secure the Obligations, (ii) the incumbency and signature of the officers of the Borrower authorized to execute this Agreement and the other Loan Documents, and (iii) copies of the Organizational Documents of the Borrower as in effect on such date, complete with all amendments thereto; iii. good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B Date; iv. a certificate of the Plan: 1. the RSA and Investment Agreement shall not have been terminated and shall remain in full force and effect; 2. entry appropriate official(s) of each jurisdiction of foreign qualification of the Confirmation Order and no stay Borrower, certifying as of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents a recent date not more than thirty (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of 30) days prior to the Effective Date), as to the subsistence in good standing of the Borrower in such jurisdictions, except to the extent such failure to be so qualified would not reasonably be expected to have a material adverse effect on the Borrower’s and its Subsidiaries’ businesses taken as a whole; 4v. copies, dated as of a recent date, of financing statement searches, as the Agent shall reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or will be terminated or released; vi. issuance the Perfection Certificate of the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence Borrower; vii. a legal opinion of the Effective Date); 5. the effectiveness of any other applicable Definitive DocumentationBorrower’s counsel, subject to the consent and approval rights set forth substantially in the RSA; 6. the establishment and funding form of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid Exhibit B attached hereto, dated as of the Effective Date; and viii. the Borrower and the Senior Lender shall have entered into the Senior Loan Agreement, which shall be in form and substance reasonably acceptable to the Lenders; 8. payment (b) The Agent shall have received a letter of direction with respect to the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of Term Loans to be made on the Effective Date; 9(c) The representations and warranties in this Agreement shall be true and correct in all material respects on the date of the Effective Date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the making of the Term Loans. The Borrower’s acceptance of the Term Loans on the Effective Date reaffirms the Borrower’s representation and warranty on such date that the representations and warranties in this Agreement are true, accurate, and complete in all material respects as of such date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (d) There shall exist no Default or Event of Default under and as defined in the Senior Loan Agreement; (e) The Agent shall have received payment of the reasonable fees Agent Expenses and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool CashLender Expenses then due; 10. payment of (f) The Borrower, the Newbuild Settlement Cash (paid $7 million to DSME Agent and $10 million to SHI); 11. payment of Senior Lender shall have entered into the New Commitment Party Closing Payment Subordination Agreement in form and substance satisfactory to the New Commitment Parties in accordance with Lenders and the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, to the extent requiredBorrower; and 13. entry of an order in (g) Each Lender shall have received a duly executed and effective Warrant, which receipt by such Lender shall evidence such Lender making the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order representations and warranties set forth on Schedule 3.1(g) hereto.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B Section 9.2 of the Plan: 19.1.1 The Bankruptcy Court shall have approved the Disclosure Statement as containing adequate information with respect to the Plan within the meaning of Bankruptcy Code section 1125. 9.1.2 The Bankruptcy Court shall have entered the Confirmation Order, in form and substance acceptable to the Debtors and the Required Consenting Senior Noteholders, in each case, in their reasonable discretion. The Confirmation Order shall not be stayed, modified, vacated, or subject to any pending appeal. 9.1.3 The New Debt Documents shall have been executed and delivered by all of the entities that are parties thereto, and all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the issuance of the New Notes shall have been waived or satisfied in accordance with the terms thereof. 9.1.4 The Plan Supplement and all of the schedules, documents, and exhibits contained therein, and all other schedules, documents, supplements, and exhibits to the Plan shall be consistent with the Restructuring Support Agreement, and the Definitive Documents shall have satisfied the RSA and Investment Definitive Document Requirements. 9.1.5 The Restructuring Support Agreement shall not have been terminated as to all parties thereto and shall remain in full force and effect; 2. entry of effect and the Confirmation Order Debtors and no stay of the Confirmation Order Consenting Senior Noteholders then party thereto shall then be in effect;compliance therewith. 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented 9.1.6 All professional fees and expenses incurred and unpaid as of Retained Professionals approved by the Effective Date; 8. payment of the Commitment Parties’ reasonable and documented professional Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as of after the Effective Date of each of shall have been placed in a Professional Fee Escrow Account pending approval by the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the Bankruptcy Court. 9.1.7 All payable fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts Consenting Senior Notes Group Professionals shall be have been paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement in full in Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with Section 2.1.2(d) of the Investment Agreement;Plan. 12. all requisite 9.1.8 All governmental authorities and third parties will regulatory approvals, consents, authorizations, rulings, or other documents that are legally required for the consummation of the Restructuring Transactions shall have approved or consented been obtained, not be subject to unfulfilled conditions, and be in full force and effect. 9.1.9 The Debtors shall have implemented the Restructuring Transactions, to the extent required; and 13. entry of an order in the Bermuda Dissolution Proceedings and all transactions contemplated by the Bermuda Court recognizing Restructuring Support Agreement, in a manner consistent in all respects with the Confirmation Order Restructuring Support Agreement and the Plan.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B The effectiveness of the Plan: 1. the RSA this Agreement and Investment Agreement shall not have been terminated and shall remain in full force and effect; 2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 4. issuance of Date is subject to the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied fulfillment, prior to or waived, other than the occurrence of on the Effective Date), of the following conditions precedent: 3.1.1 Each of the parties hereto shall have received executed counterparts or conformed copies of the following documents: (i) this Agreement; 5. (ii) the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSATrust Indenture; 6. (iii) the establishment and funding Intercreditor Agreement; (iv) the Loan Agreement; (v) the Notes Guarantee; (vi) the Delta Credit Support Agreement; (vii) the Borrower Security Agreement; (viii) the Second Lien Subordination Agreement; (ix) the FAA Subordination; (x) (A) a copy of the Professional Fee Escrow Account; 7. payment Certificate of Formation and LLC Agreement of Owner and the authorizing resolutions of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid member of the Owner, in each case certified as of the Effective Date, by an officer of Owner, duly authorizing the execution, delivery and performance by Owner of the Operative Agreements to which it is party required to be executed and delivered by Owner on or prior to the Effective Date in accordance with the provisions hereof and thereof; and (B) an incumbency certificate of Owner as to the person or persons authorized to execute and deliver the Operative Agreements on behalf of Owner; 8. payment (xi) (A) an incumbency certificate of WTNA as to the person or persons authorized to execute and deliver the Operative Agreements, the Loan Agreement and the Borrower Security Agreement on behalf of WTNA and (B) a copy of the Commitment Parties’ reasonable Certificate of Incorporation and documented professional fees By-Laws and expenses incurred and unpaid as general authorizing resolution of the Effective Date; 9. payment board of the reasonable and documented fees and expenses incurred and unpaid directors (or executive committee) or other satisfactory evidence of authorization of WTNA, certified as of the Effective Date by the Secretary or Assistant or Attesting Secretary of each WTNA, which authorize the execution, delivery and performance by WTNA of the members of Operative Agreements to which it is a party, the Committee (excluding DSME Loan Agreement and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Borrower Security Agreement; 12. all requisite governmental authorities and third parties will have approved or consented (xii) an opinion of Vxxxxx Price P.C., special counsel to the Restructuring TransactionsOwner and the Guarantors, to substantially in the extent requiredform of Exhibit B-1; and 13. entry (xiii) an opinion of an order Dxxxx Xxxx & Wxxxxxxx LLP, special counsel to Delta, substantially in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order form of Exhibit B-2.

Conditions Precedent to the Effective Date. It The obligation of each Lender to make any Loan on or after Effective Date is subject to satisfaction of the following conditions: (a) The Administrative Agent shall be have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement executed by each Person listed on the signature pages hereto; (ii) the Affiliate Guaranty executed by each Guarantor existing as of Effective Date; (iii) the Intercreditor Agreement executed by the Collateral Agent, the Term Loan Agent and each Initial Secured Obligor; (iv) Revolving Credit Notes payable to each Lender requesting (at least one Business Day prior to the Effective Date) a condition Revolving Credit Note, duly completed and executed by the Borrowers and dated the Effective Date; (v) the US Security Agreement executed by each Initial Secured Obligor; (vi) (A) an accounting position paper from the chief accounting officer of WIL-Ireland in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent to the effect that (1) the obligations of the Borrowers under the 364-Day Revolving Credit Facility constitute “current liabilities” and (2) the assets compromising the Collateral constitute “current assets”, in each case, as determined in accordance with GAAP and (B) a memorandum or other document from KPMG LLP in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent pursuant to which KPMG LLP indicates its concurrence with the accounting classification of the chief accounting officer of WIL-Ireland expressed in the accounting position paper described in the foregoing clause (A); (vii) appropriate Lien search results or certificates (including UCC lien searches) as of a recent date reflecting no prior Liens encumbering the assets of the Initial Secured Obligors other than those being released on or prior to the Effective Date or Liens permitted by Section 8.04; (viii) a certificate of a Responsible Officer of WIL-Ireland, dated the Effective Date and certifying (A) that the following conditions shall have been satisfied representations and warranties made by each Obligor in any Loan Document delivered at or waived pursuant prior to Article IX.B of the Plan: 1. the RSA and Investment Agreement shall not have been terminated and shall remain in full force and effect; 2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect; 3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 4. issuance of the New Secured Notes Date are true and the New Seadrill Common Shares correct in all material respects (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5. the effectiveness of any other applicable Definitive Documentation, subject except to the consent extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and approval rights set forth warranty shall be true and correct in the RSA; 6. the establishment and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid all respects) as of the Effective Date; 8. payment , except for those that by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, and (B) as to the absence of the Commitment Parties’ reasonable occurrence and documented professional fees continuance of any Default or Event of Default on the Effective Date immediately after giving effect to the making of any Revolving Credit Loans and expenses incurred and unpaid as the application of the proceeds thereof on the Effective Date; 9. payment (ix) a certificate of the reasonable secretary or an assistant secretary or other Responsible Officer of each Obligor, dated the Effective Date and documented fees certifying (A) true and expenses incurred complete copies of the constitution or memorandum of association and unpaid bye-laws, the certificate of incorporation and bylaws or the other organizational documents, each as amended and in effect on the Effective Date, of such Obligor, (B) the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the execution, delivery and performance by such Obligor of the Loan Documents to which it is or shall be a party and, in the case of a Borrower, the borrowing of Loans by such Borrower hereunder and (2) authorizing officers or other representatives of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, (C) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor and (D) the incumbency and specimen signatures of the officers or other authorized representatives of such Obligor executing any documents on its behalf; (x) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent, from (A) Xxxxxx & Xxxxxxx LLP, special New York counsel to the Obligors, (B) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to WIL-Bermuda and certain of the other Obligors, (C) Xxxxx XxXxxxxx Geneva, special Swiss counsel to certain of the Obligors, (D) Xxxxxxxx, special Irish counsel to WIL-Ireland, (E) Dentons, special Canadian counsel to certain of the Obligors, (F) Xxxxx & XxXxxxxx LLP, special Luxembourg counsel to certain of the Obligors, (G) Xxxxxxx Xxxx & Xxxxxxx Limited, special British Virgin Islands counsel to certain of the Obligors, (H) Sidley Austin LLP, special English counsel to the Administrative Agent, (I) Xxxxx Xxxxxx LLP, special Louisiana counsel to Weatherford U.S., L.P., (J) Allens, special Australian counsel to the Administrative Agent, (K) Selmer, special Norwegian counsel to the Administrative Agent, (L) Xxxxx & XxXxxxxx Amsterdam N.V., special Dutch counsel to certain of the Obligors and (M) XXXXX, special Panama counsel to certain of the Obligors, in each case, given upon the express instruction of the applicable Obligor(s), as applicable; (xi) a certificate of a Principal Financial Officer of WIL-Ireland certifying that, after giving effect to the Transactions (1) WIL-Ireland and its Subsidiaries, taken as a whole, will be Solvent, (2) WIL-Bermuda and its Subsidiaries, taken as a whole, will be Solvent and (3) no Obligor or Material Subsidiary intends, as of such date, to (x) voluntarily commence a case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law, (y) make a general assignment for the benefit of creditors, or (z) apply for or consent to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, examiner, administrator, sequestrator or similar official of such Obligor or Material Subsidiary or a substantial part of its assets, in each case (with respect to clauses (x), (y) and (z)) within the next 10 Business Days; (xii) a certificate of a Principal Financial Officer of WIL-Ireland demonstrating, after giving effect to the Transactions, that WIL-Ireland is in compliance on a pro forma basis with the Financial Covenants as of the Effective Date of each (with the minimum permitted Current Asset Coverage Ratio being 1.00 to 1.00 for such purpose and using the book value of the members Priority Perfected Collateral as of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 last day of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment Fiscal Quarter most recently ended prior to the New Commitment Parties Effective Date for which financial statements have been delivered (or are required to have been delivered) under the Existing RCF Credit Agreement, and otherwise adjusted as set forth in accordance with the Investment Agreement;Section 1.04); and 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, (xiii) to the extent required; and 13. entry of an order available in the applicable jurisdiction(s), (A) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor (other than WIL-Bermuda Dissolution Proceedings and any other Obligor incorporated in Bermuda) certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority (or by a Responsible Officer with respect to Obligors organized under the laws of the British Virgin Islands), (B) certificates of appropriate public officials or bodies as to the existence, good standing and qualification to do business as a foreign entity, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect and (C) to the extent not covered by clauses (A) and (B) immediately above, and only with respect any Obligor organized outside of the United States of America, Bermuda, the British Virgin Islands, Ireland or Switzerland, documents, excerpts or certificates issued by appropriate public officials or bodies with respect to such Obligor that are customarily delivered by entities organized in the same jurisdiction as such Obligor in connection with transactions similar to the Transactions. (b) Subject to Section 7.11, the Collateral Agent shall have received each document, form or notice (including any UCC financing statement) required by the Collateral Documents delivered on the Effective Date by each Initial Secured Obligor, or reasonably requested by the Collateral Agent to be filed, delivered, registered or recorded in order to perfect (or any analogous concept to the extent perfection does not apply in the relevant jurisdiction), subject to the Intercreditor Agreement, the Liens of the Collateral Agent, on behalf of the Secured Parties, in the Collateral of such Initial Secured Obligors, which shall be in proper form for filing, registration or recordation; (c) The Administrative Agent and the Collateral Agent shall have received (i) certificates of insurance evidencing the property casualty insurance policies of the Obligors and (ii) certificates of insurance evidencing the liability insurance of the Obligors. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, required to be received by the Obligors in connection with (i) the Loans, (ii) the granting of liens on the Collateral to secure the Secured Obligations and (iii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained. (e) The Lenders shall have received (i) audited consolidated financial statements of WIL-Ireland for the Fiscal Year ended December 31, 2017, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Ireland filed with the SEC pursuant to the Exchange Act and (ii) unaudited interim consolidated financial statements of WIL-Ireland for each quarterly period ended subsequent to December 31, 2017 to the extent such financial statements are available, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Ireland filed with the SEC pursuant to the Exchange Act. (f) The Borrowers shall have paid (i) to the Administrative Agent, the Collateral Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to the extent invoiced at or before 1:00 p.m., New York City time, on the Business Day immediately prior to the Effective Date, all out-of-pocket expenses required to be reimbursed or paid by the Borrowers pursuant to Section 11.03 or any other Loan Document. (g) Substantially simultaneously with the effectiveness hereof, WIL-Bermuda Court recognizing shall have applied proceeds of the Confirmation Order Loans requested on the Effective Date to make a prepayment of the revolving loans outstanding under the Existing RCF Credit Agreement in an aggregate principal amount equal to the lesser of such requested amount and the amount of loans outstanding under the Existing RCF Credit Agreement. (h) The Administrative Agent shall have received evidence reasonably satisfactory to it that, substantially contemporaneously herewith, (i) RCF Amendment No. 3 shall be closed and effective, (ii) the Specified Prepayment (as defined in RCF Amendment No. 3) shall have occurred, (iii) the Commitment Reduction (as defined in RCF Amendment No. 3) shall have occurred and (iv) the sum of (A) the aggregate amount of the Extended Commitments (as defined in the RCF Credit Agreement) of the Extending Lenders (as defined in the RCF Credit Agreement) plus (B) the Aggregate Commitments hereunder, shall be at least $540,000,000. (i) The Administrative Agent shall have received evidence reasonably satisfactory to it that Term Loan Amendment No. 3 shall be closed and effective. (j) Each Obligor shall have provided to the Administrative Agent and the Lenders if requested at least three Business Days prior to the Effective Date, the documentation and other information requested by the Administrative Agent or any Lender in order to comply with requirements of the PATRIOT Act and applicable “know your customer” and anti-money laundering rules and regulations. Each Lender, by delivering its signature page to this Agreement, shall be deemed to have consented to, approved or accepted or to be satisfied with, each Loan Document and each other document required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions Precedent to the Effective Date. It shall be a condition to Consummation of the Effective Date Plan that the following conditions shall have been satisfied (or waived pursuant to the provisions of Article IX.B IX.C of the Plan: 1. the RSA and Investment Agreement shall not have been terminated and shall remain in full force and effect; 2. entry ): • Entry of the Confirmation Order in a form and no stay substance acceptable to the Requisite Creditors, and such order shall have become a Final Order that has not been stayed, modified, or vacated on appeal; • All of the Consenting Creditors Fees shall have been paid or escrowed, as applicable, by the Debtors in accordance with the terms of the Plan; • All fees ordered to be paid pursuant to the Cash Collateral Order, including the Consenting Creditors’ reasonable and documented professional fees, shall have been paid or will be paid prior to or contemporaneously with the Effective Date in accordance with the terms of the Plan and the Cash Collateral Order; • The Plan, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made after the Confirmation Order Date but prior to the Effective Date, shall then be in effect; 3. entry into form and substance acceptable in all respects to the Amended Finance Debtors and the Requisite Creditors; • The Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made after the Confirmation Date but prior to the Effective Date, shall be in form and substance acceptable in all respects to the Debtors and the Requisite Creditors; • The New Second Lien PIK Notes Documents (with shall have been executed and delivered by all of the Entities that are parties thereto, and all conditions precedent thereto having been satisfied or waived, (other than any conditions related to the occurrence of the Effective Date); 4. ) to the consummation of the New Second Lien PIK Notes shall have been waived or satisfied in accordance with the terms of the Plan, and the issuance of the New Secured Second Lien PIK Notes and the New Seadrill Common Shares (shall be deemed to occur concurrently with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date); 5; • The Exit Facility Documents shall have been executed and delivered by all of the Entities that are parties thereto, and all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Facility shall have been waived or satisfied in accordance with the terms thereof, and the closing of the Exit Facility shall be deemed to occur concurrently with the occurrence of the Effective Date; • All other Definitive Documentation shall be acceptable in all respects to the Requisite Creditors and executed in accordance with the terms of the Plan. • All conditions precedent to the issuance of the New Equity, other than any conditions related to the occurrence of the Effective Date, shall have occurred; • The New Organizational Documents shall be in form and substance acceptable in all respects to the Debtors and the Requisite Creditors and shall have been duly filed with the applicable authorities in the relevant jurisdictions; • All governmental and third-party approvals and consents, including Court approval, necessary in connection with the transactions provided for in the Plan shall have been obtained, are not subject to unfulfilled conditions, and are in full force and effect, and all applicable waiting periods have expired without any action having been taken by any competent authority that would restrain or prevent such transactions; • All documents and agreements necessary to implement the Plan, including any revised employment agreements, shall have (a) been tendered for delivery and (b) been effected or executed by all Entities party thereto, and all conditions precedent to the effectiveness of such documents and agreements (other than any other applicable Definitive Documentation, subject conditions related to the consent occurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements (including, without limitation, the Exit Facility Documents); and approval rights set forth • All Allowed Professional Fee Claims approved by the Court shall have been paid in the RSA; 6. the establishment full and funding of the Professional Fee Escrow Account; 7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 8. payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date; 9. payment of the reasonable and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts Account shall be paid from and deducted from the Unsecured Pool Cash; 10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI); 11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement; 12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, to the extent required; and 13. entry of an order been funded in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order Professional Fee Reserve Amount.