Common use of Effectiveness of this Agreement Clause in Contracts

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (i) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of (i) the Consenting StakeholdersCompany Parties, (ii) the Ad Hoc Group and (iii) Ares; (iib) each holders of Seadrill, NADL, and Sevan shall have provided to counsel to each more than two thirds of the Consenting Stakeholders a copy aggregate outstanding principal amount of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties 2017 Term Loan Claims shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to (i) the Company Parties: , (Aii) the Commitment Parties; (B) SFL; Ad Hoc Group and (Ciii) the Seadrill ECAsAres; (ivc) Ares has executed and delivered counterpart signature pages of this Agreement to counsel to each of (i) the CoCom Extension Letter shall have been executed Company Parties and become effective according to its terms(ii) the Ad Hoc Group; (vd) the conditions Senior DIP Commitment Parties shall have executed and delivered counterpart signature pages to the occurrence Senior DIP Commitment Letter to counsel to each of (i) the Investment Agreement Effective Date shall have been satisfied Company Parties, (other than ii) the occurrence of the Agreement Effective Date)Ad Hoc Group and (iii) Ares; (vie) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility Backstop Parties shall have executed and delivered counterpart signature pages of this the Backstop Commitment Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of (i) the Company Parties, (ii) the Ad Hoc Group and (iii) Ares; and (f) the Company Parties shall have paid all Consenting StakeholdersParties Fees and Expenses that are due and payable as of the Agreement Effective Date; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, Parties shall have received an invoice for such Consenting Parties Fees and the CoCom; (viii) holders of Expenses at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder one (as applicable1) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions Business Day prior to the Agreement Effective Date set forth in this Section 2(a) have occurredDate. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This The effectiveness of this Agreement shall become effective and binding upon each of is subject to the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all satisfaction of the following conditions have been satisfied or waived in accordance with this Agreementprecedent on the date hereof: (ia) the Administrative Agent shall have received a copy of this Agreement, the Notes, the Pledge Agreement and each of the Company Parties shall have other Credit Documents, each duly executed and delivered counterpart signature pages by the parties thereto, together with a certificate of the Secretary or Assistant Secretary of the Company and each other Credit Party as to the incumbency and specimen signatures of the officers of the Company and each other Credit Party who are authorized to execute this Agreement, the Notes and each other document to be executed and delivered by the Company and each other Credit Party pursuant hereto; (b) the Administrative Agent shall have received a certified copy of the resolutions of the Board of Directors of the Company and each other Credit Party evidencing its approval of this Agreement Agreement, the Notes and the other matters contemplated hereby, and a certified copy of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Credit Documents; (c) the Administrative Agent shall have received an opinion of the Assistant General Counsel of the Company, acting as counsel to each of the Consenting StakeholdersCredit Parties, in a form agreed to by such counsel for the Company and counsel for the Administrative Agent; (iid) each of Seadrill, NADL, and Sevan the Administrative Agent shall have provided received all documents it may reasonably request relating to counsel to each the existence and good standing of the Consenting Stakeholders a copy of Credit Parties and to the resolutionsauthorization, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms execution and delivery of this Agreement and the other Credit Documents and other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent and its counsel in their reasonable discretion; (Be) authorizing the Administrative Agent shall have received (with a specified person or persons copy for each Lender) each of the financial statements referred to execute in subsection 1.2; (f) the Administrative Agent shall have received from a Responsible Officer of the Company a certificate to the effect that as of the date hereof (i) all representations and warranties made by the Company and each other Credit Party in this Agreement on its behalfand each other Credit Document are true and correct in all material respects and (ii) the transactions contemplated in the Merger Agreement have been consummated in accordance with the terms thereof; (g) the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Credit Parties have terminated, and paid in full any amounts outstanding under, the Specified Credit Agreements or will terminate and pay in full such amounts with the proceeds of the initial borrowing hereunder; (h) no Default or Event of Default shall have occurred and be continuing; and (i) The Acquisition shall have been consummated in accordance with the terms of the Merger Agreement and in compliance with applicable law and regulatory approvals, and all conditions precedent to the consummation of the transaction described in the Merger Agreement shall have been satisfied, (ii) the Merger Agreement shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, without the prior written consent of the Co-Agents, (iii) the following parties Company shall not have executed paid more than $2,500,000,000 (net of option proceeds and delivered counterpart signature pages excluding the assumption of this Agreement to counsel to each of Indebtedness) in the Consenting Stakeholders aggregate in connection with the Acquisition and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) at least $180,000,000 of the CoCom Extension Letter purchase price paid in connection with the Acquisition shall have been executed and become effective according to funded by the Company issuing common stock out of its terms; (v) the conditions treasury stock account to the occurrence of the Investment Agreement Effective Date shall have been satisfied BetzDearborn Employee Stock Option Plan (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable"BetzDearborn ESOP") to counsel to purchase the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; providedBetzDearborn convertible preferred shares held by, however, that the requirement or in this Section 2(a)(vii) may be waived by written agreement of the Company Partiestrust for, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredBetzDearborn ESOP. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties according to its terms at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersParties; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iiib) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: : (Ai) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAsSponsors; (ivii) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence Consenting Term Loan Lenders, including members of the Investment Agreement Effective Date shall have been satisfied (other than Term Loan Steering Committee, that hold, in the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of aggregate, at least two thirds 50.01% in amount of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder the Term Loans; and (as applicableiii) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each Consenting Cash Pay Noteholders, including members of the Consenting Stakeholders; provided, howeverAd Hoc Committee of Unsecured Noteholders, that hold, in the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Partiesaggregate, the Required Commitment Parties, and the CoCom; (viii) holders of at least 4050.01% in amount of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoComCash Pay Notes; and (ixiv) counsel to Seadrill Consenting PIK Toggle Noteholders, including members of the Ad Hoc Committee of Unsecured Noteholders, that hold, in the aggregate, at least 50.01% in amount of the aggregate outstanding principal amount of the PIK Toggle Notes; (c) the Commitment Letter (as defined in the Recapitalization Term Sheet) shall have given notice to counsel to been executed and delivered and shall be in full force and effect; and (d) the Consenting Stakeholders in Company Parties shall have paid the manner set forth in Section 15.10 hereof Creditor Fees and Expenses that the other conditions have been accrued up to the Agreement Effective Date set forth in this Section 2(aand invoiced no later than one (1) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel day prior to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this AgreementEffective Date. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This The Banks shall not be required to make any Loans, the Swingline Lender shall not be required to make any Swingline Loans, the Issuing Bank shall not be required to issue any Letters of Credit hereunder and this Agreement shall not become effective and binding upon effective, unless the Agent shall have received each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on following (with sufficient copies for the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement:Banks): (i) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties shall have duly executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement from each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of facsimile or signature pages to other written confirmation from such party that it has executed a Joinder counterpart hereof); (as applicableB) to written opinions of each of (i) Xxxx X. Xxxxxxx, Senior Vice President-General Counsel of the Company, substantially in the form of Exhibit C-1 hereto, (ii) Linklaters Xxxxxx, Luxembourg counsel of Masco Europe, substantially in the form of Exhibit C-2 hereto, and, in each case, covering such additional matters relating to the Company Partiestransactions contemplated hereby as the Required Banks may reasonably request and (iii) Sidley Xxxxxx Xxxxx & Xxxx LLP, automatically counsel for the Agent and without addressed to the need for any further instruction under any applicable Finance DocumentBanks, with respect to the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to enforceability of this Agreement and the Notes issued on the Closing Date, substantially in the form of Exhibit C-3; (BC) perform its obligations under receipt by the Agent of a certificate of a duly authorized officer of the Company, dated the Closing Date, certifying that (i) as of such date no Default shall have occurred and be continuing, (ii) as of such date each of the representations and warranties of the Company contained in this Agreement are true in all cases the actions material respects and responsibilities (iii) as of such Trustee to be subject date there has been no Material Adverse Change; (D) receipt by the Agent of all documents it reasonably requested relating to the protections existence of the Company and Masco Europe, the corporate authority for and the validity of this Agreement (including the Letter of Credit facility evidenced hereby) and any other matters relevant thereto, all in form and substance satisfactory to the Agent, including, without limitation, (i) copies of the Certificate of Incorporation or Articles of Association of each Borrower, together with all amendments thereto, each certified by the appropriate governmental officer in its respective jurisdiction of organization, (ii) (a) in the case of the Company, a certificate of good standing certified by the Secretary of State of Delaware and a certificate of good standing certified by the Secretary of State of Michigan, and (b) in the case of Masco Europe, a duly certified excerpt from the Register of Commerce and Companies in Luxembourg, and a non-bankruptcy certificate with respect to Masco Europe, and (iii) a secretary's certificate of each Borrower certifying (a) resolutions of the board of directors of such Borrower authorizing the execution, delivery and performance of this Agreement and the Notes, (b) the names and true signatures of the incumbent officers or managers of such Borrower, as applicable, authorized to sign the Agreement and the Notes, (c) that there have been no changes in the Certificate of Incorporation or Articles of Association of such Borrower, as applicable, since the date of the certification thereof by the applicable governmental authority in clause (i) above, and (d) the by-laws or similar document as in effect on the date of such certification; (E) Evidence satisfactory to such Trustee the Agent that the Prior Credit Agreements have terminated and that all obligations, indebtedness and liabilities outstanding under the USD Indentures Prior Credit Agreements have been repaid in full, or NOK/SEK Bond Agreement the Company has arranged for such termination and by entering into this Agreementrepayment from the proceeds of the initial Loans hereunder (in either case, as documented in a payoff letter in form and substance reasonably satisfactory to the Agent); (F) Evidence satisfactory to the Agent that the Company has paid to the Agent, the Consenting Noteholders party Syndication Agent and the Arrangers the fees agreed to in the fee letters described in Section 7.09; and (G) such USD Indenture or NOK/SEK Bond Agreement acknowledge other documents, instruments and confirm that such protections apply to any actions which such Trustee agreements as the Agent may be required to take upon becoming a party to this Agreementreasonably request.

Effectiveness of this Agreement. Except as provided below, this Agreement is effective as of June 1, 2008, and the Original PPA, the 2003 PPA, and any other agreements which may have been entered into between the Parties in connection with the Original PPA and the 2003 PPA and which were not included or referenced herein, are replaced in their entirety and superseded by this Agreement, except that (ai) This Agreement shall become effective all rights and binding upon each obligations of the Parties at 12:00 a.m.under the Original PPA for all matters up to and including December 31, prevailing Eastern Standard Time2000, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived remain in effect in accordance with this Agreement: (i) each the terms of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement Original PPA, unless stipulated to counsel to each of the Consenting Stakeholders; contrary in the 2003 PPA; (ii) each of Seadrill, NADL, all rights and Sevan shall have provided to counsel to each obligations of the Consenting Stakeholders a copy Parties under the 2003 PPA for all matters up to and including such effective date, remain in effect in accordance with the terms of the resolutions2003 PPA, minutesunless stipulated to the contrary in this Agreement; (iii) the Xxxxxx.xxx Letter and the Data Exchange Letter between the Parties dated November 16, or written consents 2001 (the “Data Exchange Letter”) each remain in effect, subject to the matters set out below in this Section 12.11, (iv) all rights and obligations of its board of directors, board of managers, or such similar governing body (A) approving the terms Parties under the trade-xxxx license agreements entered into by the Parties pursuant to Section 11.1 of this Agreement and (Bv) authorizing a specified person any arrangements between the parties as to the issuance of AM by other MasterCard issuers, such as HSBC Bank Canada, shall continue in accordance with their terms. References in the Xxxxxx.xxx Letter or persons the Data Exchange Letter to execute (x) sections of the Original PPA shall refer to the corresponding section of this Agreement on its behalf; Agreement; (iiiy) the following parties term “Members” shall have executed refer to Collectors and delivered counterpart signature pages of this Agreement (z) the term “Participants” shall refer to counsel Sponsors, and any AM issued pursuant to each the Xxxxxx.xxx Letter shall constitute BankCard AM. For greater certainty, but without limitation, all amounts owing under the Original PPA and the 2003 PPA as of the Consenting Stakeholders date hereof will continue to be owing in accordance with the terms of the Original PPA and counsel the 2003 PPA, respectively, unless stipulated to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement contrary in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, and any rights that the Consenting Lenders party Parties may have in respect of any breach or failure to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims comply under the USD Indenture and/or Original PPA and the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under 2003 PPA at such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee time shall continue to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreementeffective.

Effectiveness of this Agreement. (a) 2.01. This Agreement shall become effective and binding upon each of the Parties that has executed and delivered counterpart signature pages to this Agreement at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is shall be the date on which all of the following conditions have been satisfied or waived by the applicable Party or Parties in accordance with this Agreement:. (ia) each Each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders;Parties. (iib) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the The following parties Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs;Agreement: (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (viii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 4066.6% of the aggregate outstanding principal amount of Unsecured Note Claims the 7% Notes; (ii) holders of at least 66.6% of the aggregate outstanding principal amount of the 8.75% Notes; and (iii) holders of at least 46% of the issued and outstanding Existing HPR Interests. (c) The Merger Agreement shall have been executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder is effective in accordance with its terms. (as applicabled) to counsel Counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 14.10 hereof that (by email or otherwise) immediately upon satisfaction of the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred2.01. (be) On The Company Parties shall have paid in full or reimbursed all reasonable and documented fees and expenses of the date upon which holders of HPR Consenting Noteholders’ Advisors (the “HPR Consenting Noteholders’ Advisors’ Expenses”) incurred and invoiced at least two thirds of (2) Business Days prior to the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart Effective Date that were not previously paid by the Company Parties. The Company Parties shall be provided signature pages of this Agreement or signature pages to a Joinder (as applicable) to the Consenting Stakeholders in unredacted form; provided, that the Company Parties and counsel to the Company PartiesParties shall not make any public disclosure of any kind that would disclose either: (i) the holdings of any Consenting Stakeholders (including the signature pages hereto, automatically and which shall not be publicly disclosed or filed) or (ii) the identity of any Consenting Stakeholder, in each case without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities prior written consent of such Agent shall be subject to Consenting Stakeholder or the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming order of a party to this AgreementBankruptcy Court or other court with competent jurisdiction. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Central Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersParties; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iiib) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs;Agreement: (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (viii) holders of at least two thirds one-half (1/2) of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Notes Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom;and (viiiii) holders of at least 40% two-thirds (2/3) of the aggregate outstanding principal amount of Unsecured Note Claims the RBL Claims; (c) the Company Parties shall have executed and delivered counterpart signature pages of this the Exit Facility Commitment Letter and a Fee Letter (the “Exit Facility Fee Letter”) with the Initial Exit Facility Lenders; (d) the Company Parties and the DIP Lenders shall have executed and delivered the DIP Commitment Letter and the fee letters relating thereto (the “DIP Facility Fee Letters”) and the Company Parties shall have paid any fees thereunder or relating thereto; (e) The Company Parties and the Consenting RBL Lenders shall have executed and delivered the OMP Waiver Agreement; (f) the Company Parties shall have paid, or caused to be paid, all Consenting Stakeholder Fees and Expenses invoiced at least one (1) Business Day prior to the Agreement or signature pages to a Joinder Effective Date; and (as applicableg) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 12.10 hereof (by email or otherwise) that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Section 2 of this Agreement shall not become effective and binding upon each of until such date (the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement "Assignment Effective Date, which is the date on which ") as all of the following conditions shall have been satisfied or waived in accordance with this Agreementfulfilled: (i) The Administrative Agent shall have executed a copy of this Agreement and shall have received duly executed counterparts hereof by each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of Assignor, the Consenting StakeholdersAssignee and, if required by the Credit Agreement, the Borrower; (ii) each of Seadrill, NADL, and Sevan The Assignor shall have provided delivered to counsel to each of the Consenting Stakeholders Assignee (with a copy to the Administrative Agent) a duly completed letter in the form of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfAnnex A hereto; (iii) the following parties The Assignee shall have executed confirmed in writing to the Assignor (with a copy to the Administrative Agent) that, on or before the Assignment Effective Date, it shall have transferred (in accordance with Section 6 hereof) the Purchase Price to the Assignor. At the time of such confirmation, the Assignee shall be deemed to have remade the representations and delivered counterpart signature pages of this Agreement to counsel to each warranties contained in Section 3(b)(i), (ii) [and] (iii) [, and (iv)] hereof on and as of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAsdate of such confirmation; (iv) the CoCom Extension Letter The Administrative Agent shall have been executed and become effective according received, for its own account, the assignment fee required to its terms;be paid pursuant to Section 11.7 of the Credit Agreement; and (v) the conditions to the occurrence The Administrative Agent shall have received any forms required by Section 3.10 of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to any administrative questionnaire reasonably required by the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredAdministrative Agent. (b) On Upon the date upon which holders of at least two thirds Assignment Effective Date, (i) the Administrative Agent shall record the assignment contemplated hereby, (ii) the Assignee shall be a Lender, and (iii) the Assignor, to the extent of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Partiesassignment provided for herein, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform shall be released from its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this AgreementLoan Documents. (c) On The Assignee hereby appoints and authorizes the date upon which holders of at least two thirds Administrative Agent to take such action, on and after the Assignment Effective Date, as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. (d) From and after the Assignment Effective Date, the Administrative Agent shall make all payments in respect of the outstanding principal amount interest assigned hereby (including payments of Unsecured Note Claims principal, interest, fees and other amounts) to the Assignee. The Assignor and the Assignee shall make all appropriate adjustments with respect to amounts under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel Loan Documents which accrued prior to the Company PartiesAssignment Effective Date, automatically and without the need for any further instruction under any applicable Finance Documentwhich were paid thereafter, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreementdirectly between themselves.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 12:01 a.m., prevailing Eastern Standard Time, on the “Agreement Effective Date, ,” which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersParties; (iib) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties Non-Debtor Hospital Partner Entities shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (ivc) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence each of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the NonConsenting Physician-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility Owned Entities shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viiid) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims following shall have executed and delivered counterpart signature pages of this Agreement or Agreement: (i) holders of at least sixty-six and two-thirds percent (66.67%) of the aggregate outstanding principal amount of the Prepetition 2025 Notes; provided, that such signature pages shall be (a) treated in accordance with Section 16.23 and (b) delivered to other Consenting Stakeholders in a Joinder redacted form that removes the details of such holder’s holdings of Prepetition 2025 Notes Claims; (as applicableii) holders of at least sixty-six and two-thirds percent (66.67%) of the aggregate outstanding principal amount of the Prepetition 2028 Notes; provided, that such signature pages shall be (a) treated in accordance with Section 16.23 and (b) delivered to other Consenting Stakeholders in a redacted form that removes the details of such holder’s holdings of Prepetition 2028 Notes Claims; and; (iii) holders of one hundred percent (100%) of the aggregate outstanding principal amount of Prepetition RCF Claims; and (iv) the Consenting Investor; (e) counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given written notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 16.10 hereof (email being sufficient) that the other conditions to the Agreement Effective Date set forth in this Section 2(a) 2 have occurred.occurred or are otherwise waived; and (bf) On the date upon which holders of at least two thirds of Company Parties shall have paid in full the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed then accrued Ad Hoc Noteholder Group Fees and delivered counterpart signature pages of this Agreement Expenses and the then accrued Consenting RCF Lender Fees and Expenses on or signature pages to a Joinder before one (as applicable1) to counsel Business Day prior to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this AgreementEffective Date. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement first date (the “Restatement Effective Date, which is the date ”) on which all of the following conditions shall have been satisfied (or waived in accordance with Section 13.1 of the Existing Credit Agreement): 5.1 The Agent (or its counsel) shall have received from (a) Holdings, (b) the Borrower, (c) each other Guarantor, (d) the Committed Restatement Term Lender and (e) each Converting Restatement Term Lender either (i) counterparts of this Agreement signed on behalf of each such party or (ii) written evidence reasonably satisfactory to the Agent (which may include electronic transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement. 5.2 The Agent shall have received (a) customary opinions of counsel for the Obligors reasonably satisfactory to the Agent, (b) a copy of the certificate or articles of incorporation (or similar Organization Documents), including all amendments thereto to the extent such amendments are in full force and effect, of each Obligor, certified as of a recent date by the applicable Governmental Authority (to the extent applicable), (c) a certificate of the secretary or assistant secretary or other officer of each Obligor dated the Restatement Effective Date and certifying (i) that attached thereto is a true and complete copy of the by-laws (or similar Organization Documents) of such Obligor as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or the equivalent governing body) of such Obligor authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (iii) that the certificate or articles of incorporation (or similar Organization Documents) of such Obligor have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (b) above, (iv) as to the incumbency and specimen signature of each officer executing this Agreement or any other Loan Document or any other document delivered in connection herewith on behalf of such Obligor and (v) that attached thereto is a copy of a good standing certificate of each Obligor, certified as of a recent date by the applicable Governmental Authority, and (d) a certificate of another officer as to the incumbency and specimen signature of the secretary, assistant secretary or other officer executing the certificate pursuant to clause (c) above. 5.3 (a) The Agent shall have received a completed Perfection Certificate dated the Restatement Effective Date and signed by a Responsible Officer of each Obligor, (b) the Agent on behalf of the Secured Parties shall have a first priority (subject to Permitted Priority Liens) and perfected security interest in the Collateral pursuant to the applicable Loan Documents and (c) the Agent (or, in the case of clause (i) below, a designated bailee thereof in accordance with the Pari Passu Intercreditor Agreement) shall have received the following: (i) each of certificates representing the Company Parties shall have equity interests (to the extent certificated and required to be pledged under the Loan Documents) listed on Schedule 4 to the Perfection Certificate held by any Obligor accompanied by undated stock powers executed in blank and delivered counterpart signature pages of this Agreement instruments listed on Schedule 5 to counsel to each of the Consenting StakeholdersPerfection Certificate held by any Obligor, indorsed in blank; (ii) proper financing statements in form appropriate for filing under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement; and (iii) completed requests for information, dated on or before the Restatement Effective Date, listing all effective financing statements filed in the jurisdiction of incorporation or formation of each Obligor that name any Obligor as debtor, together with copies of Seadrillsuch other financing statements. 5.4 At the time of and immediately after giving effect to this Agreement, NADLthe establishment of the Restatement Term Loans and the other transactions contemplated hereby, the representations and Sevan warranties set forth in Section 4 above shall be true and correct and the Agent shall have received a certificate, signed by a Responsible Officer of the Borrower and dated the Restatement Effective Date, certifying as to the foregoing. (a) Upon the reasonable request of any Lender made at least 10 days prior to the Restatement Effective Date, the Obligors shall have provided to counsel such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, in each case at least three days prior to the Restatement Effective Date, and (b) at least three days prior to the Restatement Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver, to each Lender that so requests in writing at least 10 days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower. 5.6 The Agent shall have received a Funding Notice in respect of the Consenting Stakeholders a copy Restatement Term Loans meeting the requirements of Section 2.1(c) of the resolutionsRestated Credit Agreement. 5.7 The Agent shall have received from the Borrower, minutesin accordance with Section 4.1(b) of the Existing Credit Agreement, a notice of prepayment with respect to the prepayment on the Restatement Effective Date of the Non-Converted Initial Term Loans. 5.8 The Borrower shall have paid all fees and other amounts due and payable by Holdings or written consents the Borrower on or prior to the Restatement Effective Date, including all reasonable and documented out-of-pocket expenses of its board the Agent and the Attorney Costs incurred in connection with this Agreement to the extent invoiced at least three Business Days prior to the Restatement Effective Date. Execution and delivery to the Agent by a Lender of directors, board of managers, or such similar governing body (A) approving the terms a counterpart of this Agreement and shall be deemed confirmation by such Lender that (Ba) authorizing a specified person or persons all conditions precedent in this Section 5 have been fulfilled to the satisfaction of such Lxxxxx, (b) the decision of such Lender to execute this Agreement on its behalf; (iii) and deliver to the following parties shall have Agent an executed and delivered counterpart signature pages of this Agreement to counsel to each of was made by such Lender independently and without reliance on the Consenting Stakeholders and counsel Agent or any other Lender as to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence satisfaction of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date any condition precedent set forth in this Section 2(a5, and (c) have occurredall documents sent to such Lender for approval, consent or satisfaction were acceptable to such Lender. 6.1 Each of Holdings, the Borrower and each other Guarantor (bcollectively, the “Reaffirming Obligors”) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under hereby acknowledges that it expects to receive substantial direct and indirect benefits as a Credit Facility have executed and delivered counterpart signature pages result of this Agreement or signature pages to a Joinder (and the transactions contemplated hereby. Each Reaffirming Obligor hereby confirms its respective guarantees, pledges and grants of security interests and other agreements, as applicable) , under each of the Loan Documents to counsel to which it is party, and agrees that, notwithstanding the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to effectiveness of this Agreement and the transactions contemplated hereby (B) perform its obligations under this Agreement including the amendment and in all cases such actions and responsibilities restatement of such Agent shall be subject to the protections applicable to such Agent under the applicable Existing Credit Agreement and by entering into this the Existing Security Agreement), such guarantees, pledges and grants of security interests and other agreements, as applicable, shall continue to be in full force and effect and shall, to the Consenting Lenders party extent provided in the Loan Documents, accrue to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds benefit of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed Secured Parties in respect of, and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Documentsecure, the applicable Consenting Noteholders Obligations (including Obligations in respect of the Restatement Term Loans). Each Reaffirming Obligor hereby reaffirms its all of its payment and performance obligations, contingent or otherwise, under such USD Indenture each provision of each Loan Document to which it is party. 6.2 Each of the Obligors party hereto hereby confirms and agrees that the Restatement Term Loans shall, upon the funding thereof pursuant to Section 2 above, constitute Obligations (or NOK/SEK Bond Agreement hereby direct and authorize any word of like import) under each of the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this AgreementSecurity Documents.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at according to its terms as of 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Parties; provided, however, that signature pages executed by Consenting Stakeholders shall (i) be treated in accordance with Section 14.21 and (ii) be delivered to other Consenting Stakeholders in a redacted form that removes the details of such Consenting Stakeholders’ holdings of Company Claims/Interests; (iib) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) holding the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each the Company Parties as of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs;date hereof: (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (viii) holders of at least two two-thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom2020 Notes; (viiiii) holders of at least 40% two-thirds of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder the 2022 Notes; and (as applicablec) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 14.10 (by email or otherwise) hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) 2 have occurred.; and (bd) On the date upon which holders of at least two thirds in accordance with Section 25 of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance DocumentNOL Rights Plan, the Consenting Lenders under such Credit Facility hereby direct and authorize board of directors of Xxxxxx has previously approved by resolution that the applicable Agent to (A) promptly execute a Joinder to become a party to Restructuring Transactions, the entry into this Agreement and (B) perform its obligations under this Agreement the consummation of the Restructuring Transactions and in all cases such actions and responsibilities of such Agent the Plan shall be subject fully exempted from the provisions of the NOL Rights Plan and shall have deemed the Consenting Stakeholders and their Affiliates both individually and collectively to be an “Exempt Person” as defined in the NOL Rights Plan with respect to the protections applicable to such Agent Restructuring Transactions contemplated under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this AgreementPlan. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. The occurrence of the Effective Date and the obligation of the Issuer to issue the Letters of Credit hereunder are subject to the receipt by the Issuer and the Participant, on or before the Effective Date, of each of the following documents, each of which shall be satisfactory in form and substance to the Issuer and the Participant: (a) This Agreement shall become effective and binding upon each Certified copies of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which certificate of incorporation and by-laws of each Applicant and each Guarantor and all of the following conditions have been satisfied or waived in accordance with this Agreement: corporate action and (iif necessary) stockholder action taken by each of the Company Parties shall have executed Applicant and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) Guarantor approving the terms of this Agreement and the transactions contemplated hereby (B) authorizing including, without limitation, a specified person or persons to execute this Agreement on its behalf; (iii) certificate setting forth the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each resolutions of the Consenting Stakeholders Boards of Directors of each Applicant and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence each Guarantor adopted in respect of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Datetransactions contemplated hereby); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders A certificate of at least two thirds each Applicant and each Guarantor in respect of each of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of persons (i) who is authorized to sign this Agreement on its behalf and (ii) who will, until replaced by another person or signature pages to a Joinder (persons duly authorized for that purpose, act as applicable) to counsel to its representative for the Company Partiespurposes of signing Applications, automatically documents and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct giving notices and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to other communications in connection with this Agreement and (B) perform its obligations under this Agreement the transactions contemplated hereby. The Issuer may conclusively rely on such certificate until the Issuer and Administrative Agent receive notice in all cases such actions and responsibilities of such Agent shall be subject writing from the Applicants or the Guarantors, as the case may be, to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreementcontrary. (c) On Certificates, as of a recent date, from the date upon appropriate authorities for each jurisdiction in which holders each Applicant and each Guarantor is incorporated or qualified to do business as to the good standing of at least two thirds each Applicant and each Guarantor, respectively, in each such jurisdiction. (d) A certificate of a senior officer of each Applicant and each Guarantor to the effect set forth in the first sentence of Section 5.2 hereof. (e) An opinion of Barrx X. Xxxxxxxxxx, Xxq., General Counsel, and H. Stevxx Xxxxxxxx, Xxq., Senior Counsel to the Applicants and the Guarantors, substantially in the form of Exhibit B hereto. (f) A certificate of a senior officer of HSN, HSC and HSN Mail Order (i) confirming the termination of the $40,000,000 uncommitted letter of credit facility extended by the Issuer to HSN, HSC and HSN Mail Order and (ii) listing the letters of credit outstanding principal amount on the Effective Date under such letter of Unsecured Note Claims under credit facility. (g) An executed counterpart of the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel Third Amendment to the Company Parties, automatically Existing Revolving Credit Agreement in form and without substance satisfactory to the need for any further instruction under any applicable Finance DocumentIssuer and the Participants. (h) An executed counterpart of the Pledge Agreement. (i) A certificate evidencing the payment of all Fees and expenses then payable pursuant to Sections 2.3 and 11.3 hereof and all other fees theretofore agreed between the Applicants, the applicable Consenting Noteholders under such USD Indenture Issuer and the Participant. (j) Such other documents as the Issuer or NOK/SEK Bond Agreement hereby direct the Participants may reasonably request including, without limitation, all requisite governmental approvals and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreementfilings.

Effectiveness of this Agreement. (a) This The Banks shall not be required to make any Loans hereunder and this Agreement shall not become effective and binding upon effective, unless the Agent shall have received each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on following (with sufficient copies for the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement:Banks): (i) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties shall have duly executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement from each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of facsimile or signature pages to other written confirmation from such party that it has executed a Joinder counterpart hereof); (as applicableB) to written opinions of each of (i) Xxxx X. Xxxxxxx, Senior Vice President- General Counsel of the Company, substantially in the form of Exhibit X-x hereto and (ii) Linklaters Xxxxxx, Luxembourg counsel of Masco Europe, substantially in the form of Exhibit B-2 hereto, and, in each case, covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (C) receipt by the Agent of a certificate of a duly authorized officer of the Company, dated the Closing Date, certifying that (i) as of such date no Default shall have occurred and be continuing, (ii) as of such date the representations and warranties of the Company Parties, automatically contained in this Agreement are true in all material respects and without (iii) as of such date there has been no Material Adverse Change; (D) receipt by the need for any further instruction under any applicable Finance DocumentAgent of all documents it reasonably requested relating to the existence of the Company and Masco Europe, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct corporate authority for and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to validity of this Agreement and any other matters relevant hereto, including, without limitation, (Bi) perform copies of the Certificate of Incorporation or Articles of Association of each Borrower, together with all amendments thereto, each certified by the appropriate governmental officer in its obligations under respective jurisdiction of organization, (ii) (a) in the case of the Company, a certificate of good standing certified by the Secretary of State of Delaware and a certificate of good standing certified by the Secretary of State of SIDLEY XXXXXX XXXXX & XXXX LLP Michigan, and (b) in the case of Masco Europe, a duly certified excerpt from the Register of Commerce and Companies in Luxembourg, and a non-bankruptcy certificate with respect to Masco Europe, and (iii) a secretary certificate of each Borrower certifying (a) resolutions of the Board of Directors of such Borrower authorizing the execution, delivery and performance of this Agreement in all cases and the actions Notes, (b) the names and responsibilities true signatures of the incumbent officers or Managers of such Trustee Borrower, as applicable, authorized to be subject to sign the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and the Notes, (c) that there have been no changes in the Certificate of Incorporation or Articles of Association of such Borrower, as applicable, since the date of the certification thereof by entering into this Agreementthe applicable governmental authority in clause (i) above, and (d) the Consenting Noteholders party to By-laws or similar document as in effect on the date of such USD Indenture or NOK/SEK Bond Agreement acknowledge certification and (E) such other documents, instruments and confirm that such protections apply to any actions which such Trustee agreements as the Agent may be required to take upon becoming a party to this Agreementreasonably request.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each Consenting Noteholders holding at least 85% of the Company Parties outstanding Notes by principal amount shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Company Party, counsel to the Consenting StakeholdersSenior Secured Lenders, and counsel to the Consenting Preferred Shareholders; (iib) each of Seadrill, NADL, and Sevan shall have provided to counsel to each the Consenting Senior Secured Lender holding 100% of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties outstanding Senior Secured Claims shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Company Party, counsel to the Consenting Stakeholders Noteholders, and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAsConsenting Preferred Shareholders; (ivc) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence Consenting Preferred Shareholders holding 100% of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility Existing Preferred Interests shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to Party, counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment PartiesNoteholders, and counsel to the CoComConsenting Senior Secured Lender; (viiid) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims Company Party shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders Stakeholders; and (e) the Company Party shall have paid in the manner set forth in Section 15.10 hereof that the other conditions full all Restructuring Expenses incurred and invoiced at least one (1) Business Day prior to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On that were not previously paid by the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart Company Party. The Company Party shall be provided signature pages of this Agreement or signature pages to a Joinder (as applicable) to the Consenting Stakeholders in unredacted form; provided, that the Company Party and counsel to the Company PartiesParty shall not make any public disclosure of any kind that would disclose the holdings of any Consenting Stakeholders (including the signature pages hereto, automatically and which shall not be publicly disclosed or filed) without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities prior written consent of such Agent shall Consenting Stakeholder (which may be subject by email) or the order of a Bankruptcy Court or other court with competent jurisdiction. For the avoidance of doubt, if there is a subsequent Termination Date as to the protections applicable Company Party pursuant to such Agent under the applicable Credit Agreement Section 11.02, or Section 11.03, any and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds all provisions of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to referencing “counsel to the Company PartiesParty,” a “Company Party,” or the “Company Party” are, automatically and without the need for any further instruction under any applicable Finance Documentshall continue to be, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct in full force and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject effect with respect to the protections applicable Consenting Stakeholders as if such provisions were written without reference to such Trustee under “counsel to the USD Indentures Company Party,” a “Company Party,” or NOK/SEK Bond Agreement the “Company Party” and by entering into this Agreement, shall be in full force and effect with respect to each other Party hereto until the Consenting Noteholders party occurrence of a Termination Date as to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this AgreementParty.

Effectiveness of this Agreement. (a) This The effectiveness of this Agreement shall become effective and binding upon each of is subject to the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all satisfaction of the following conditions have been satisfied or waived in accordance with this Agreementprecedent on the date hereof: (ia) the Administrative Agent shall have received a copy of this Agreement, the Notes, the Pledge Agreements and each of the Company Parties shall have other Credit Documents, each duly executed and delivered counterpart signature pages by the parties thereto, together with a certificate of the Secretary or Assistant Secretary of the Company and each other Credit Party as to the incumbency and specimen signatures of the officers of the Company and each other Credit Party who are authorized to execute this Agreement, the Notes and each other document to be executed and delivered by the Company and each other Credit Party pursuant hereto; (b) the Administrative Agent shall have received a certified copy of the resolutions of the Board of Directors of the Company and each other Credit Party evidencing its approval of this Agreement Agreement, the Notes and the other matters contemplated hereby, and a certified copy of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Credit Documents; (c) the Administrative Agent shall have received an opinion of the Assistant General Counsel of the Company, acting as counsel to each of the Consenting StakeholdersCredit Parties, in a form agreed to by such counsel for the Company and counsel for the Administrative Agent; (iid) each of Seadrill, NADL, and Sevan the Administrative Agent shall have provided received all documents it may reasonably request relating to counsel to each the existence and good standing of the Consenting Stakeholders a copy of Credit Parties and to the resolutionsauthorization, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms execution and delivery of this Agreement and (B) authorizing a specified person or persons the other Credit Documents and other matters relevant hereto, all in form and substance satisfactory to execute this Agreement on the Administrative Agent and its behalfcounsel in their reasonable discretion; (iiie) the following parties Administrative Agent shall have executed and delivered counterpart signature pages of this Agreement to counsel to received (with a copy for each Lender) each of the Consenting Stakeholders and counsel financial statements referred to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAsin subsection 1.2; (ivf) the CoCom Extension Letter Administrative Agent shall have received from a Responsible Officer of the Company a certificate to the effect that as of the date hereof (i) all representations and warranties made by the Company and each other Credit Party in this Agreement and each other Credit Document are true and correct in all material respects and (ii) the transactions contemplated in the Merger Agreement have been executed and become effective according to its termsconsummated in accordance with the terms thereof; (vg) the conditions Administrative Agent shall have received evidence satisfactory to the occurrence Administrative Agent that the Credit Parties have terminated, and paid in full any amounts outstanding under, the Specified Credit Agreements or will terminate and pay in full such amounts with the proceeds of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date)initial borrowing hereunder; (vih) the Non-Consolidated Entity Amendments no Default or Event of Default shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoComcontinuing; and (ixi) counsel to Seadrill The Acquisition shall have given notice to counsel to been consummated in accordance with the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds terms of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Merger Agreement and in compliance with applicable law and regulatory approvals, and all cases such actions and responsibilities of such Agent shall be subject conditions precedent to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds consummation of the outstanding principal amount of Unsecured Note Claims under transaction described in the USD Indenture and/or Merger Agreement shall have been satisfied, (ii) the NOK/SEK Bond Merger Agreement shall not have executed and delivered counterpart signature pages to this Agreement been altered, amended or signature pages to a Joinder (as applicable) to counsel to the Company Partiesotherwise changed or supplemented or any condition therein waived, automatically and without the need for any further instruction under any applicable Finance Documentprior written consent of the Co-Agents, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.iii)

Effectiveness of this Agreement. (a) This The effectiveness of this Agreement shall become effective and binding upon each of is subject to the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all satisfaction of the following conditions have been satisfied or waived in accordance with this Agreementprecedent on the date hereof: (ia) the Agent shall have received a copy of this Agreement, the Notes, the Pledge Agreements and each of the Company Parties shall have other Credit Documents, each duly executed and delivered counterpart signature pages by the parties thereto, together with a certificate of the Secretary or Assistant Secretary of the Company and each other Credit Party as to the incumbency and specimen signatures of the officers of the Company and each other Credit Party who are authorized to execute this Agreement, the Notes and each other document to be executed and delivered by the Company and each other Credit Party pursuant hereto; (b) the Agent shall have received a certified copy of the resolutions of the Board of Directors of the Company and each other Credit Party evidencing its approval of this Agreement Agreement, the Notes and the other matters contemplated hereby, and a certified copy of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Credit Documents; (c) the Agent shall have received an opinion of the Assistant General Counsel of the Company, acting as counsel to each of the Consenting StakeholdersCredit Parties, in a form agreed to by such counsel for the Company and counsel for the Agent; (iid) each of Seadrill, NADL, and Sevan the Agent shall have provided received all documents it may reasonably request relating to counsel to each the existence and good standing of the Consenting Stakeholders a copy of Credit Parties and to the resolutionsauthorization, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms execution and delivery of this Agreement and the other Credit Documents and other matters relevant hereto, all in form and substance satisfactory to the Agent and its counsel in their reasonable discretion; (Be) authorizing the Agent shall have received (with a specified person or persons copy for each Lender) each of the financial statements referred to execute in subsection 1.2; (f) the Agent shall have received from a Responsible Officer of the Company a certificate to the effect that as of the date hereof (i) all representations and warranties made by the Company and each other Credit Party in this Agreement on its behalfand each other Credit Document are true and correct in all material respects and (ii) the transactions contemplated in the Merger Agreement have been consummated in accordance with the terms thereof; (g) the Agent shall have received evidence satisfactory to the Agent that the Credit Parties have terminated, and paid in full any amounts outstanding under, the Existing Credit Agreements or will terminate and pay in full such amounts with the proceeds of the initial borrowing hereunder; (h) no Default or Event of Default shall have occurred and be continuing; and (i) The Acquisition shall have been consummated in accordance with the terms of the Merger Agreement and in compliance with applicable law and regulatory approvals, and all conditions precedent to the consummation of the transaction described in the Merger Agreement shall have been satisfied, (ii) the Merger Agreement shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, without the prior written consent of the Co-Agents, (iii) the following parties Company shall not have executed paid more than $2,500,000,000 (net of option proceeds and delivered counterpart signature pages excluding the assumption of this Agreement to counsel to each of Indebtedness) in the Consenting Stakeholders aggregate in connection with the Acquisition and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) at least $180,000,000 of the CoCom Extension Letter purchase price paid in connection with the Acquisition shall have been executed and become effective according to funded by the Company issuing common stock out of its terms; (v) the conditions treasury stock account to the occurrence of the Investment Agreement Effective Date shall have been satisfied BetzDearborn Employee Stock Option Plan (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable"BetzDearborn ESOP") to counsel to purchase the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; providedBetzDearborn convertible preferred shares held by, however, that the requirement or in this Section 2(a)(vii) may be waived by written agreement of the Company Partiestrust for, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredBetzDearborn ESOP. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Notwithstanding the execution of this Agreement on the date hereof, but only to the extent required by Law, none of the provisions of this Agreement relating directly or indirectly to (i) the sale, conveyance or assignment, transfer or delivery of the right, title and interest of Nortel Networks (U.K.) Limited, Nortel Networks Optical Components Limited and Nortel Networks Optical Components (Switzerland) GmbH (which are the Selling Subsidiaries that employ Employees in any jurisdiction in which applicable Law requires an information and/or consultation process prior to the transfer of any employees) in the Assets, (ii) the granting of rights under the Ancillary Agreements by such Selling Subsidiaries with respect to property or assets located in the jurisdictions in which such Selling Subsidiaries are organized or (iii) the transfer of the Employees employed by such Selling Subsidiaries shall be binding or effective against the Seller or such Employees until and unless the representatives of such Employees, as applicable, are provided with the information required to be provided, and consulted by the Seller or the Selling Subsidiaries, as applicable, pursuant to and in compliance with the Law in such jurisdictions and all necessary approvals from applicable Governmental Authorities with respect to the transfer of such Employees have been obtained, and, instead, with respect to such (i) Assets, (ii) rights and (iii) transfers of Employees, this Agreement shall become effective constitute only an irrevocable binding offer by the Purchaser to effect the transactions contemplated hereby, which offer shall be deemed accepted (and binding the Seller shall not be capable of withdrawing its acceptance), automatically and without further action on the part of any Person, upon each due completion of such consultation process and receipt of such approvals and fulfillment of the Parties at 12:00 a.m.conditions set out in this Agreement. (b) For such purposes, prevailing Eastern Standard Time, on and solely for the Agreement Effective Date, which is the date on which all benefit of the following conditions Employees located in such jurisdictions, the Seller shall cause the applicable Selling Subsidiary or Selling Subsidiaries to initiate, conduct and complete such information and consultation procedures with the applicable employee representatives as soon as reasonably practicable, provided that the applicable Selling Subsidiary or Selling Subsidiaries shall not be required to conduct any such information and consultation procedure in an unreasonable manner, and provided further that the Purchaser and the applicable Purchasing Subsidiaries shall have been satisfied or waived provided all information reasonably requested by the Seller and the Selling Subsidiaries in accordance with this Agreement: Section 1.04(b). The Purchaser shall (and shall cause the applicable Purchasing Subsidiaries to) cooperate with the Seller and the Selling Subsidiaries in respect of such consultations and shall provide all information reasonably requested by the Seller or the applicable works councils or employee representatives in connection with such consultations. Upon completion of such consultation process to the satisfaction of the Seller in each of such jurisdictions and receipt of such approvals (or, in the case of any applicable Selling Subsidiary in the U.K., after the consultation process has reached a stage that is sufficiently advanced but not yet completed, in the Seller's sole judgment), (i) each the Seller shall deliver a written notice to the Purchaser to confirm that the consultation process has been so completed (or, in the case of any applicable Selling Subsidiary in the Company Parties shall have executed U.K., that the consultation process has reached a stage that is sufficiently advanced but not yet completed, in the Seller's sole judgment) and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders; (ii) each this Agreement shall become binding and effective against the Seller with respect to such (1) Assets, (2) rights and (3) transfers of SeadrillEmployees, NADLand, and Sevan shall have provided subject to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the other applicable terms of this Agreement and (B) authorizing a specified person or persons to execute the Ancillary Agreements, the transactions contemplated by this Agreement on its behalf; (iii) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredoccur. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Section 2 of this Agreement shall not become effective unless and binding upon each of until such date (the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which "EFFECTIVE DATE") as all of the following conditions shall have been satisfied or waived in accordance with this Agreementfulfilled: (i) The Administrative Agent shall have received this Agreement duly executed by each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to Assignors, each of the Consenting StakeholdersAssignees and the Borrower; (ii) each of Seadrill, NADL, The Administrative Agent and Sevan the Lead Arranger shall have provided to counsel to each of the Consenting Stakeholders executed a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfAgreement; (iii) the following parties The Borrower shall have executed and delivered counterpart signature pages of this Agreement paid to counsel to each the Administrative Agent, for the account of the Consenting Stakeholders and counsel Assignees, a fee equal to one-tenth of one percent (0.10%) of the Company Parties: (A) sum of the Commitment Parties; (B) SFL; and (C) aggregate outstanding principal amounts of the Seadrill ECAsAssigned Term Loans. Each Assignee shall receive the portion of such fee allocable to such Assignee's Assigned Term Loans; (iv) the CoCom Extension Letter The Borrower shall have paid to the Administrative Agent, for the account of the Assignors, all interest in respect of each of the Assignor's Assigned Term Loans that shall have accrued and not yet been executed and become effective according paid prior to its terms;the Effective Date; and (v) Each of the conditions Assignees shall have delivered by wire transfer in immediately available funds to the occurrence Administrative Agent, in accordance with the wire transfer instructions set forth on Schedule B attached hereto, such Assignee's Purchase Percentage of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence Total Purchase Price in satisfaction of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds provisions of the aggregate outstanding principal amount last sentence of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages Section 2 of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredAgreement. (b) On Upon the date upon which holders Effective Date, (i) the Administrative Agent shall record the assignments provided for herein, (ii) each Assignee shall be a Lender, and, to the extent provided in this Agreement, have the rights and obligations of at least two thirds a Lender thereunder and (iii) each Assignor, to the extent of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Partiesassignment provided for herein, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform shall be released from its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On From and after the date upon which holders of at least two thirds Effective Date, the Administrative Agent shall make all payments in respect of the outstanding principal amount interest assigned hereby to each Assignee (including payments of Unsecured Note Claims principal, interest, fees and other amounts) directly to the Assignees. The Assignees, the Assignors and the Administrative Agent shall make appropriate adjustments with respect to amounts (including, without limitation, payment of interest on the Assigned Loans) under the USD Indenture and/or Credit Agreement and the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel other Credit Documents which accrued prior to the Company PartiesEffective Date and which were paid on the Effective Date and thereafter, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreementdirectly between themselves.

Effectiveness of this Agreement. This Agreement shall not become effective unless the Agent shall have received (or such delivery shall have been waived in accordance with (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (i) each of the Company Parties shall have executed and delivered counterpart signature pages Counterparts of this Agreement to counsel to each of executed by the Consenting Stakeholders; Company, the LC Issuers and the Banks or (ii) each written evidence satisfactory to the Agent (which may include telecopy or electronic transmission of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms signed signature page of this Agreement and (BAgreement) authorizing that such party has signed a specified person or persons to execute this Agreement on its behalf; (iii) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredAgreement. (b) On A certificate, executed by the date Secretary or an Assistant Secretary of the Company, which shall (i) certify that, except as attached to such certificate, there have been no changes to the Restated Articles of Incorporation and the by-laws attached to such certificate; (ii) certify that the resolutions duly adopted by the Board of Directors of the Company on November 12, 2015 are in full force and effect and (iii) identify by name and title and bear the original or facsimile signature of the officers of the Company authorized to sign the Credit Documents and the officers or other employees authorized to make borrowings hereunder, upon which holders of at least two thirds of certificate the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent Banks shall be subject entitled to rely until informed of any change in writing by the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this AgreementCompany. (c) On A certificate, signed by a Designated Officer of the Company, stating that on the Closing Date (i) no Default or Event of Default has occurred and is continuing and (ii) each representation or warranty contained in Article V is true and correct. (d) A favorable opinion of Xxxxxxxx X. Xxxxxx, Supervisory Assistant General Counsel of the Company, as to such matters as the Agent may reasonably request. Such opinion shall be addressed to the Agent, the LC Issuers and the Banks and shall be satisfactory in form and substance to the Agent. (e) Evidence, in form and substance satisfactory to the Agent, that the Company has obtained all governmental approvals, if any, necessary for it to enter into the Credit Documents. (f) [Intentionally Omitted]. (g) [Intentionally Omitted]. (h) [Intentionally Omitted]. (i) (i) Satisfactory audited consolidated financial statements of the Company for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available, (ii) satisfactory unaudited interim consolidated financial statements of the Company for each quarterly period ended subsequent to the date upon of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which holders such financial statements are available and (iii) satisfactory financial statement projections through and including the Company’s 2019 fiscal year, together with such information as the Agent and the Banks shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections). (j) To the extent requested by any of the Banks, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (k) All fees and other amounts due and payable on or prior to the Closing Date, including such fees as are set forth in the Fee Letter and, to the extent invoiced at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder three (as applicable3) to counsel Business Days prior to the Company PartiesClosing Date, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture reimbursement or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in payment of all cases the actions and responsibilities of such Trustee out-of-pocket expenses required to be subject to reimbursed or paid by the protections applicable to such Trustee under the USD Indentures Company hereunder. (l) Such other documents as any Bank or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee its counsel may be required to take upon becoming a party to this Agreementhave reasonably requested.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each as of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on date hereof (the Agreement “Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement”) at such time as: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages counterparts of this Agreement have been delivered by each party hereto to counsel to each of the Consenting Stakeholdersother parties hereto; (iib) each of Seadrill, NADL, and Sevan Purchaser Agent shall have provided received payment of a one-time upfront fee in an amount equal to counsel 10 basis points on the amount of its related Bank’s Bank Commitment after giving effect to the increase of Bank Commitments contemplated by Section 1; (c) the Administrative Agent shall have received opinions, in form and substance reasonably satisfactory to the Administrative Agent, from Lxxxx Lord LLP, with respect to true sale and non-consolidation matters after giving effect to this Agreement and the transactions contemplated hereby; (d) the Administrative Agent and the Purchaser Agents shall have received, in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent, a certificate of the Consenting Stakeholders Secretary or Assistant Secretary of the Seller certifying copies of the resolutions of the Board of Directors of the Seller approving this Agreement and the transactions contemplated hereby; (e) the Administrative Agent and the Purchaser Agents shall have received, in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent, a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body Subordinated Note (Aas defined in Annex B attached hereto) approving duly executed by the terms of this Agreement and (B) authorizing a specified person or persons Seller to execute this Agreement on its behalf; (iii) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each order of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoComOriginator; and (ixf) counsel to Seadrill the Administrative Agent and the Purchaser Agents shall have given notice to counsel received, in form and substance reasonably satisfactory to the Consenting Stakeholders Administrative Agent and each Purchaser Agent, the No Petition Agreement (as defined in Annex B attached hereto) duly executed by the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds parties thereto and a copy of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have Subordinated Note Financing Documents duly executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to by the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreementparties thereto. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties (as set forth in Exhibit A) shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersParties; (iib) each holders of Seadrill, NADL, and Sevan at least 66 2/3% of the amount of First Lien Claims shall have provided executed and delivered counterpart signature pages of this Agreement, inclusive of holders of more than 50% of the Term Loan Claims, to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfCompany Parties; (iiic) holders of at least 66 2/3% of the following parties amount of B-3 Term Loan Claims shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (ivd) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility RingCentral shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viiie) holders of at least 40% each of the aggregate outstanding principal amount of Unsecured Note Claims applicable Company Parties and RingCentral shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) the Renegotiated RingCentral Contracts to counsel to the Company Parties Parties, which signature pages shall be released immediately prior to, but subject to, the satisfaction of the other conditions set forth in this Section 2; (f) the 2023 PBGC Settlement Documentation shall have been executed and shall remain in full force and effect; (g) each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, Parties and the CoCom; andInvestors shall have executed the Backstop Agreement, subject to the conditions precedent to its effectiveness; (ixh) counsel to Seadrill the Company Parties shall have given notice to counsel to the Consenting Stakeholders PW Ad Hoc Group and counsel to the Akin Ad Hoc Group in the manner set forth in Section 15.10 hereof (by email or otherwise) that the other conditions to the Agreement Effective Date set forth in this Section 2(a) 2 have occurred.; and (bi) On the date upon Company Parties shall have paid, or caused to be paid, all Restructuring Expenses for which holders of at least two thirds of an invoice has been received by the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel Company Parties prior to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this AgreementEffective Date. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 12:01 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersParties; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iiib) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Parties: (i) Consenting Stakeholders and counsel to First Lien Lenders consisting of at least 50.1% of the Company Parties: holders of First Lien Revolving Loan Claims that collectively hold at least 66.67% of the principal amount of the First Lien Revolving Loan Claims in the aggregate; (Aii) Consenting First Lien Lenders consisting of at least 50.1% of the Commitment Parties; holders of First Lien Term Loan Claims that collectively hold at least 66.67% of the principal amount of the First Lien Term Loan Claims in the aggregate; (Biii) SFL; and (C) Consenting Second Lien Lenders consisting of at least 50.1% of the Seadrill ECAsholders of Second Lien Loan Claims that collectively hold at least 66.67% of the principal amount of the Second Lien Loans in the aggregate; (iv) the CoCom Extension Letter shall have been executed and become effective according to its termsConsenting DIP Revolving Loan Lenders; (v) the conditions to the occurrence Consenting DIP Term Loan Lenders; and (vi) each of the Investment Agreement Effective Date Specified Equity Holders; (c) the PNC Receivables Facility Documents shall be effective and shall provide that, among other things, the PNC Receivables Facility shall be committed in an amount of up to $375 million and shall remain in place during the Chapter 11 Cases; (d) the Company Parties shall have been satisfied (other than paid, or caused to be paid, all undisputed, reasonable, and documented fees, out of pocket expenses, and unpaid professional advance payment amounts of the occurrence of Lender Representatives, subject to any applicable terms in their respective engagement letters prior to the Agreement Effective Date);; and (vie) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 13.10 hereof (by email or otherwise) that the other conditions to the Agreement Effective Date set forth in this Section 2(a) 2 have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This The Lenders shall not be required to make any Loans hereunder, the Swing Line Bank shall not be required to make any Swing Line Loans hereunder, and this Agreement shall not become effective and binding upon effective, unless the Administrative Agent shall have received each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on following (with sufficient copies for the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement:Lenders): (i) each of the Company Parties shall have Duly executed and delivered counterpart signature pages of to this Agreement to counsel to each of from the Consenting StakeholdersBorrowers, the Lenders, and the Administrative Agent; (ii) each Copies, certified by the Secretary or Assistant Secretary of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy Borrowers of their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms execution of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfAgreement; (iii) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each Written opinion letters of the Consenting Stakeholders and counsel Borrowers' counsel, addressed to the Company Parties: (A) Administrative Agent and the Commitment Parties; (B) SFL; Lenders, in substantially the form of the opinion letters delivered by Borrowers' and (C) the Seadrill ECAsGuarantors' counsel on the Closing Date pursuant to Section 5.1(v); (iv) Duly executed copy of the CoCom Extension Letter shall have been executed and become effective according to its terms364-Day Credit Agreement; (v) Duly executed copy of the conditions Reaffirmation attached hereto as Attachment A from each of the parties to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date)Subsidiary Guaranty; (vi) A certificate, in form and substance satisfactory to the Non-Consolidated Entity Amendments Administrative Agent, signed by an Authorized Officer of the Company, certifying that on the date of this Agreement all the representations in this Agreement are true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall have be true and correct as of such date) and no Default or Unmatured Default has occurred and become effective according to their termsis continuing; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel Evidence satisfactory to the Company Parties (who shall promptly provide copies of such signature pages (with Administrative Agent that the Company Claims/Interests redacted) has paid or caused to counsel be paid to each of the Consenting Stakeholders; providedAdministrative Agent and the Arranger the fees agreed to in the fee letter dated August [__], however2002, that among the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company PartiesAdministrative Agent, the Required Commitment Parties, Arranger and the CoCom;Company; and (viii) holders of at least 40% of Such other documents, instruments and agreements as the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Administrative Agent may be required to take upon becoming a party to this Agreementreasonably request. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Notwithstanding anything ------------------------------- contained herein to the contrary, the effectiveness of this Agreement shall become effective and binding the Banks' and the Agent's obligations hereunder are expressly conditioned upon each satisfaction of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions precedent (any one or more of which the Banks may waive in their sole discretion): (a) The Agent shall have been satisfied or waived received the following original executed documents (in accordance with this Agreement:form and substance satisfactory to the Agent and legal counsel for the Agent in sufficient number for the Agent and each Bank): (i) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersAgreement; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfNote; (iii) the following parties shall have executed Guaranty and delivered counterpart signature pages of this Agreement to counsel to each the Guaranty of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAsSubsidiary Letters of Credit; (iv) the CoCom Extension Letter shall have been executed and become effective according to its termsOpinion of Counsel; (v) the conditions to the occurrence a certified copy of resolutions of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence board of directors of the Agreement Effective Date)Company authorizing the execution of the Loan Documents, together with an incumbency certificate executed by the corporate secretary of the Company; (vi) a certified copy of resolutions of the Non-Consolidated Entity Amendments shall have occurred and become effective according to their termsboard of directors of each Guarantor authorizing the execution of the Guaranty, together with an incumbency certificate executed by the corporate secretary of each Guarantor; (vii) holders a Borrowing Base Certificate calculated as of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to March 31, 1999, showing the Company Parties (who shall promptly provide copies of such signature pages (to be in compliance with the Company Claims/Interests redacted) to counsel to each of the Consenting StakeholdersSections 3.6 ------------ and 8.26 hereof; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom;-------- (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims such other agreements, instruments and documents as any Bank shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredreasonably request. (b) The Agent shall have received evidence satisfactory to the Agent and legal counsel to the Agent that the Company has been duly incorporated, validly exists and is in good standing under the laws of the State of Delaware, is duly qualified to do business as, and is in good standing as, a foreign corporation in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary, and has all requisite power and authority to conduct its business and to own and lease its properties. On the date upon which holders this Agreement becomes effective, and subject to the satisfaction (or waiver by Agent in its sole discretion) of at least two thirds all applicable conditions to advances hereunder, Borrower authorizes and directs each of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages Banks to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations disburse sufficient funds under this Agreement and in to pay all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent sums owing under the applicable Seventh Amended Credit Agreement and Seventh Amended Loan Documents (each Bank in accordance with such Bank's Pro Rata Share). Thereafter, all indebtedness and obligations which were outstanding under the Seventh Amended Credit Agreement and Seventh Amended Loan Documents shall be deemed to be outstanding and owing under, evidenced by, and governed by entering into the terms of this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge Notes, and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreementthe other Loan Documents. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective upon the execution and binding upon delivery of a counterpart hereof by each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on parties hereto and the Agreement Effective Date, which is the date on which all satisfaction of the following conditions precedent on the date hereof (execution and delivery by Prudential constituting evidence that such conditions have been satisfied or waived in accordance with so satisfied): (a) Prudential shall have received a copy of this Agreement: , the Intercreditor Agreement, the Pledge Agreements and each of the other Credit Documents, each duly executed and delivered by the parties thereto, together with a certificate of the Secretary or Assistant Secretary of the Company and each other Credit Party (i) each as to the incumbency and specimen signatures of the officers of the Company Parties shall have and each other Credit Party who are authorized to execute this Agreement, the acknowledgment to the Intercreditor Agreement and each other document to be executed and delivered counterpart signature pages by the Company and each other Credit Party pursuant hereto, and (ii) certifying that the execution and delivery of this Agreement to and the other Credit Documents have been duly authorized by all proper corporate action; (b) Prudential shall have received an opinion of the Assistant General Counsel of the Company, acting as counsel to each of the Consenting StakeholdersCredit Parties, in a form agreed to by such counsel for the Company and counsel for Prudential; (iic) each of Seadrill, NADL, and Sevan Prudential shall have provided to counsel to received each of the Consenting Stakeholders financial statements referred to in subparagraph 3.2; (d) Prudential shall have received from a copy Responsible Officer of the resolutions, minutes, or written consents Company a certificate to the effect that as of its board of directors, board of managers, or such similar governing body the date hereof (Ai) approving all representations and warranties made by the terms of Company and each other Credit Party in this Agreement and each other Credit Document are true and correct in all material respects, (Bii) authorizing a specified person or persons to execute this Agreement on its behalf; the Credit Parties have terminated, and paid in full any amounts outstanding under, the Existing Credit Agreements, (iii) no Default or Event of Default (after giving effect to the following parties amendments to the Note Agreement set forth herein) shall have executed occurred and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Partiesbe continuing; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have Acquisition has been executed consummated in accordance with the terms of the Merger Agreement and become effective according to its terms; in compliance with applicable law and regulatory approvals, (v) the conditions to Company did not pay more than $2,500,000,000 (net of option proceeds and excluding the occurrence assumption of Indebtedness) in the Investment Agreement Effective Date shall have been satisfied (other than aggregate in connection with the occurrence of the Agreement Effective Date); Acquisition and (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds $180,000,000 of the aggregate outstanding principal amount purchase price paid in connection with the Acquisition was funded by the Company issuing common stock out of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages its treasury stock account to a Joinder the BetzDearborn Employee Stock Option Plan (as applicable"BetzDearborn ESOP") to counsel to purchase the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; providedBetzDearborn convertible preferred shares held by, however, that the requirement or in this Section 2(a)(vii) may be waived by written agreement of the Company Partiestrust for, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoComBetzDearborn ESOP; and (ixe) counsel to Seadrill Prudential shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredreceived an amendment fee of $116,875. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on and time by which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement (which signature pages may be delivered by counsel and in electronic form) to counsel to each of the Consenting Stakeholders; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iiib) the following parties shall have executed and delivered counterpart signature pages of this Agreement to (which signature pages may be delivered by counsel to each of the Consenting Stakeholders and counsel in electronic form) to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs;Company: (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (viii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40more than 66 2/3% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoComSenior Secured Notes Claims; and (ixii) counsel to Seadrill holders of more than 66 2/3% of the aggregate outstanding principal amount of the Convertible Notes Claims. (c) the Company shall have given notice to counsel to paid in full the Consenting Stakeholders in Stakeholder Fees and Expenses for which an invoice has been received by the manner set forth in Section 15.10 hereof that the other conditions Company on or before two (2) Business Days prior to the Agreement Effective Date Date. With respect to any Company Party that becomes a party to this Agreement after the Agreement Effective Date, this Agreement shall become effective as to and fully binding upon such Company Party at the time it executes and delivers a Company Acknowledgment in accordance with the terms hereof, and such Company Party, as of such time and without further action, shall be deemed to have made to the other Parties all representations and warranties in Section 9 of the Agreement. Prior to the date that the Company Parties set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to on Exhibit F become a party to this Agreement and (B) perform its obligations under Agreement, references to “Company Parties” in this Agreement and in all cases such actions and responsibilities of such Agent shall be subject deemed to be a reference to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply Company. With respect to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become Stakeholder that becomes a party to this Agreement and (B) perform its obligations under pursuant to ‎Section 7 hereof, this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable shall become effective as to such Trustee under Consenting Stakeholder at the USD Indentures or NOK/SEK Bond Agreement time it executes and by entering into this Agreement, delivers a Joinder in accordance with the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreementterms hereof.

Effectiveness of this Agreement. The occurrence of the Effective Date shall be subject to the satisfaction of the following conditions: (a) This Agreement shall become effective have been duly executed and binding upon delivered by the Borrower, each Guarantor, and the Lender. (b) The representations and warranties of each Obligor set forth in Article III hereof and in each other Loan Document shall be true and correct in all material respects on and as of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is with the same effect as though made on and as of such date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (i) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders; (ii) each of Seadrillor, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) extent that any such representations and warranties are already qualified as to “materiality”, “Material Adverse Effect” or words of similar effect, such representations and warranties shall be true and correct in all respects), except to the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall have been executed true in all material respects (or, to the extent already qualified as to “materiality”, “Material Adverse Effect” or words of similar effect, true and become effective according to its terms;correct in all respects) as of such earlier date. (vc) the conditions Both immediately prior to, and after giving effect to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments , no Default or Event of Default shall have occurred and become effective according to their terms;be continuing. (viid) holders The Lender shall have received a favorable legal opinion of (i) Xxxxx X. Xxxxxxx, general counsel of the Borrower and (ii) King & Spalding LLP, outside counsel for the Obligors, each dated the Effective Date, addressed to the Lender, and in a form and substance reasonably satisfactory to the Lender. (e) The Lender shall have received, in form and substance reasonably satisfactory to the Lender, (i) a copy of the certificate or articles of incorporation (or equivalent), including all amendments thereto, of each Obligor, certified by the Secretary of State of such Obligor’s state of incorporation or formation, and a certificate as to the good standing of each Obligor as of a recent date, from each such Secretary of State; (ii) a certificate of the Secretary, Assistant Secretary or Financial Officer of each Obligor dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Obligor, as in effect on the Effective Date and at all times since a date prior to 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 such Obligor, authorizing the execution, delivery and performance of the Loan Documents to which such Obligor is a party and, in the case of the Borrower, the borrowings of the Term Loan hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or equivalent) of such Obligor have not been amended since the date of the last amendment thereto delivered pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Obligor, as applicable; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other customary closing documents and instruments as the Lender may reasonably request at least two thirds Business Days prior to the Effective Date. (f) The Lender shall have received a certificate, in form and substance reasonably satisfactory to the Lender, dated the Effective Date and signed by a Financial Officer of the aggregate outstanding principal amount Borrower, confirming compliance with the conditions precedent set forth in clauses (b) and (c) of Credit Agreement Claims under each individual Credit Facility this Section 4.01. (g) The Lender shall have received the financial statements and auditors’ report referred to in Section 3.04, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements previously provided to the Lender. (h) The Lender shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent previously invoiced, reimbursement or payment of all out-of-pocket expenses (including expenses of counsel to the Lender) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (i) The Lender shall have received a certificate from the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Lender, dated as of the Effective Date, certifying that, after giving effect to the consummation of the transactions contemplated by the Borrower to occur on the Effective Date and on the Funding Date (including the making of the Term Loan on the Funding Date), and giving effect to the application of the proceeds of the Term Loan, (a) the fair value of the assets of the Borrower and its Subsidiaries, taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the properties of the Borrower and its Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrower and its Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Borrower and its Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are now proposed to be conducted following the Effective Date and the Funding Date. (j) All requisite Governmental Authorities and third parties shall have approved or consented to the Loan Documents and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain or prevent the execution, delivery and performance of the Loan Documents or the other transactions contemplated hereby. (k) The Lender shall have received, at least three Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (l) At least three Business Days prior to the requested date of the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver a Beneficial Ownership Certification to the Lender. (m) The Lender shall have received from the Borrower a Borrowing Request and Acceptance, specifying the terms of the desired Term Loan and the requested Funding Date, duly completed, executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to by the Company Parties (who shall promptly provide copies of such signature pages (Borrower, and otherwise delivered in accordance with the Company Claims/Interests redacted) to counsel to each requirements of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; 2.04 hereof. 35 Beazer – Term Loan Agreement (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.CS-2019)

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on and time by which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement (which signature pages may be delivered by counsel and in electronic form) to counsel to each of the Initial Consenting StakeholdersNoteholders and the Agent; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iiib) the following parties shall have executed and delivered counterpart signature pages of this Agreement to (which signature pages may be delivered by counsel to each of the Consenting Stakeholders and counsel in electronic form) to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs;: (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (viii) holders of at least more than two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company RBL Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom;and (viiiii) holders of at least 40% more than two thirds of the aggregate outstanding principal amount of Unsecured Note Claims the Notes Claims; (c) the Company Parties shall have given written notice to counsel to each of the Initial Consenting Noteholders and the Agent that the foregoing conditions set forth in this Section 2 have been satisfied; (d) Chaparral shall have executed and delivered counterpart signature pages the Exit Facility Commitment Letter and a Fee Letter (the “Fee Letter”) with the Agent in respect of this Agreement or signature pages the Exit Facility; (e) the funding of any retainers to a Joinder the advisors to the Initial Consenting Noteholders in accordance with Section 12.18; (as applicablef) to counsel to sufficient Consenting Revolving Lenders shall have executed and delivered the Exit Facility Commitment Letter such that the revolving loan commitments shall constitute at least 662⁄3% of the aggregate principal amount of the Exit Facility; and (g) the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill Backstop Parties shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages the Backstop Commitment Agreement. With respect to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become Creditor that becomes a party to this Agreement and (B) perform its obligations under pursuant to Section 7 hereof, this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable become effective as to such Agent under Consenting Creditor at the applicable Credit Agreement time it executes and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to delivers a Joinder (as applicable) to counsel to in accordance with the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreementterms hereof.

Effectiveness of this Agreement. (a) This The Banks shall not be required to make any Loans hereunder and this Agreement shall not become effective and binding upon effective, unless the Agent shall have received each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on following (with sufficient copies for the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement:Banks): (i) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties shall have duly executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement from each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of facsimile or signature pages to other written confirmation from such party that it has executed a Joinder counterpart hereof); (as applicableB) to written opinions of each of (i) Xxxx X. Xxxxxxx, Senior Vice President-General Counsel of the Company, substantially in the form of Exhibit B-1 hereto and (ii) Linklaters Xxxxxx, Luxembourg counsel of Masco Europe, substantially in the form of Exhibit B-2 hereto, and, in each case, covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (C) receipt by the Agent of a certificate of a duly authorized officer of the Company, dated the Closing Date, certifying that (i) as of such date no Default shall have occurred and be continuing, (ii) as of such date the representations and warranties of the Company Parties, automatically contained in this Agreement are true in all material respects and without (iii) as of such date there has been no Material Adverse Change; (D) receipt by the need for any further instruction under any applicable Finance DocumentAgent of all documents it reasonably requested relating to the existence of the Company and Masco Europe, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct corporate authority for and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to validity of this Agreement and (B) perform its obligations under this Agreement any other matters relevant hereto, all in all cases the actions form and responsibilities of such Trustee to be subject substance satisfactory to the protections applicable Agent; (E) receipt by the Agent of a Pro Forma Compliance Certificate prepared by the chief financial officer or treasurer of the Company setting forth in reasonable detail the calculations required to establish whether, after giving effect to the maximum anticipated Litigation Liability and Litigation Charge as of the Closing Date and the incurrence of any indebtedness or the issuance of any equity in connection therewith, the Company is in compliance with the financial covenants set forth in Sections 5.02 through 5.04 on a pro forma basis as if such Trustee Litigation Development (and any related indebtedness or equity issuance) arose on the last day of the fiscal quarter ending June 30, 2002; (F) receipt by the Agent of evidence reasonably satisfactory to it that, on or before the Closing Date, all amounts outstanding under the USD Indentures or NOK/SEK Bond Existing Credit Agreement have been paid in full and by entering into this Agreementthe Existing Credit Agreement has been terminated; and (G) such other documents, instruments and agreements as the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee Agent may be required to take upon becoming a party to this Agreementreasonably request.

Effectiveness of this Agreement. (a) This Notwithstanding anything ------------------------------- contained herein to the contrary, the effectiveness of this Agreement shall become effective and binding the Banks' and the Agent's obligations hereunder are expressly conditioned upon each satisfaction of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions precedent (any one or more of which the Banks may waive in their sole discretion): (a) The Agent shall have been satisfied or waived received the following original executed documents (in accordance with this Agreement:form and substance satisfactory to the Agent and legal counsel for the Agent in sufficient number for the Agent and each Bank): (i) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersAgreement; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfNote; (iii) the following parties shall have executed Guaranty and delivered counterpart signature pages of this Agreement to counsel to each the Guaranty of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAsSubsidiary Letters of Credit; (iv) the CoCom Extension Letter shall have been executed and become effective according to its termsOpinion of Counsel; (v) the conditions to the occurrence a certified copy of resolutions of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence board of directors of the Agreement Effective Date)Company authorizing the execution of the Loan Documents, together with an incumbency certificate executed by the corporate secretary of the Company; (vi) a certified copy of resolutions of the Non-Consolidated Entity Amendments shall have occurred and become effective according to their termsboard of directors of each Guarantor authorizing the execution of the Guaranty, together with an incumbency certificate executed by the corporate secretary of each Guarantor; (vii) holders a Borrowing Base Certificate calculated as of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to June 30, 2000, showing the Company Parties (who shall promptly provide copies of such signature pages (to be in compliance with the Company Claims/Interests redacted) to counsel to each of the Consenting StakeholdersSections 3.6 ------------ and 8.26 hereof; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom;---- (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims such other agreements, instruments and documents as any Bank shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredreasonably request. (b) The Agent shall have received evidence satisfactory to the Agent and legal counsel to the Agent that the Company has been duly incorporated, validly exists and is in good standing under the laws of the State of Delaware, is duly qualified to do business as, and is in good standing as, a foreign corporation in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary, and has all requisite power and authority to conduct its business and to own and lease its properties. On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Partiesbecomes effective, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections satisfaction (or waiver by Agent in its sole discretion) of all applicable conditions to such Agent advances hereunder, all sums owing under the applicable Eighth Amended Credit Agreement and Eighth Amended Loan Documents shall be deemed to be outstanding and owing under, evidenced by, and governed by entering into the terms of this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge Notes, and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreementthe other Loan Documents. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective at the time and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement date (the “Amendment Effective Date, ”) upon which is the date on which all of the following conditions have been precedent are satisfied (or waived in accordance with this Agreement:by the Increasing Lenders): (i) each of the Company Parties Administrative Agent shall have received a duly executed and delivered counterpart signature pages page of this Agreement to counsel to from each of the Consenting Stakeholdersparty hereto; (ii) each of Seadrill, NADL, and Sevan the Increasing Lenders shall have provided to received the favorable opinion of Cravath, Swaine & Xxxxx LLP, special counsel to each of the Consenting Stakeholders a copy of Loan Parties, relating to the resolutionsexecution, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms delivery and enforceability of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfAgreement; (iii) all amounts due or outstanding under the following parties Credit and Security Agreement, dated as of August 27, 2012 (as amended, restated, supplemented or otherwise modified from time to time), among RS Funding Inc., the Parent Borrower, the conduit lenders from time to time party thereto, the committed lenders from time to time party thereto, the managing agents from time to time party thereto, and Xxxxx Fargo Bank, National Association, as administrative agent (other than contingent obligations for which no claim has been made), shall have executed been paid in full, all commitments thereunder terminated and delivered counterpart signature pages of this Agreement to counsel to each of all guarantees and liens granted in connection therewith released, and the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAsother ABS Documents shall have been terminated in accordance with their terms; (iv) the CoCom Extension Letter Administrative Agent shall have received: (a) a copy of the resolutions or equivalent action of the Board of Directors of each Loan Party authorizing, the execution, delivery and performance of this Agreement, certified by the secretary, an assistant secretary or other authorized representative of such Loan Party as of the Amendment Effective Date, which certificate shall state that the resolutions or other action thereby certified have not been amended, modified (except as any later such resolution or other action may modify any earlier such resolution or other action), revoked or rescinded and are in full force and effect; (b) a certificate of each Loan Party, dated as of the Amendment Effective Date, as to the incumbency and signature of the officers or other authorized signatories of such Loan Party executing this Agreement executed by a Responsible Officer or other authorized representative and become effective according the secretary, any assistant secretary or another authorized representative of such Loan Party; (c) copies of the certificate or articles of incorporation and by-laws (or other similar governing documents serving the same purpose) of each Loan Party, certified as of the Amendment Effective Date as complete and correct copies thereof by the secretary, an assistant secretary or other authorized representative of such Loan Party; and (d) a certificate from the Parent Borrower, dated as of the Amendment Effective Date, certifying as to its terms;the accuracy of the representations and warranties set forth in clauses (ii), (iii) and (iv) of Section 3 hereof; and (v) the conditions Administrative Agent shall have received reimbursement of all reasonable out-of-pocket expenses required to be reimbursed by the Loan Parties under the Loan Documents to the occurrence extent invoiced at least three Business Days prior to the Amendment Effective Date (or such later date as the Parent Borrower may reasonably agree). The Administrative Agent shall promptly notify the Parent Borrower and the Lenders of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Amendment Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Daylight Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each the holders of 100% of the aggregate Revolving DIP Loan Commitments under the DIP Facility (inclusive of validly executed but unsettled trades) shall have executed and delivered counterpart signature pages of this Agreement to counsel to the Company Parties, counsel to the Consenting Revolving Credit Facility Lenders, counsel to the Consenting FLLO Term Loan Facility Lenders, and counsel to the Consenting Second Lien Noteholders; (b) the holders of at least 66.67% of the aggregate outstanding principal amount under the Revolving Credit Facility (inclusive of validly executed but unsettled trades) shall have executed and delivered counterpart signature pages of this Agreement to counsel to the Company Parties, counsel to the Consenting DIP Lenders, counsel to the Consenting FLLO Term Loan Facility Lenders, and counsel to the Consenting Second Lien Noteholders; (c) the holders of at least 66.67% of the aggregate outstanding principal amount under the FLLO Term Loan Facility (inclusive of validly executed but unsettled trades) shall have executed and delivered counterpart signature pages of this Agreement to counsel to the Company Parties, counsel to the Consenting DIP Lenders, counsel to the Consenting Revolving Credit Facility Lenders, and counsel to the Consenting Second Lien Noteholders; (d) the holders of at least 50% of the aggregate outstanding principal amount of Second Lien Notes shall have executed and delivered counterpart signature pages of this Agreement to counsel to the Company Parties, counsel to the Consenting DIP Lenders, counsel to the Consenting Revolving Credit Facility Lenders, and counsel to the Consenting FLLO Term Loan Facility Lenders; (e) the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders;DIP Lenders, counsel to the Consenting Revolving Credit Facility Lenders, counsel to the Consenting FLLO Term Loan Facility Lenders, and counsel to the Consenting Second Lien Noteholders; and (iif) each of Seadrill, NADLthe Company Parties shall have paid in full all Restructuring Expenses incurred and invoiced at least one (1) Business Day prior to the Agreement Effective Date that were not previously paid by the Company Parties, and Sevan shall have pay all remaining outstanding Restructuring Expenses at least one (1) day prior to Petition Date. The Company Parties shall be provided to counsel to each signature pages of the Consenting Stakeholders a copy of in unredacted form; provided, that the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders Company Parties and counsel to the Company PartiesParties shall not make any public disclosure of any kind that would disclose either: (Ai) the Commitment Parties; holdings of any Consenting Stakeholders (Bincluding the signature pages hereto, which shall not be publicly disclosed or filed) SFL; and or (Cii) the Seadrill ECAs; (iv) identity of any Consenting Stakeholder, in each case without the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) prior written consent of such Consenting Stakeholder or the conditions to order of a Bankruptcy Court or other court with competent jurisdiction. For the occurrence avoidance of the Investment Agreement Effective doubt, if there is a subsequent Termination Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) pursuant to counsel to each Section 12.02, Section 12.03, Section 12.04, Section 12.05, Section 12.06, or Section 12.07, any and all provisions of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to referencing “counsel to the Company Parties,” a “Company Party,” or the “Company Parties” are, automatically and without the need for any further instruction under any applicable Finance Documentshall continue to be, in full force and effect with respect to the Consenting Lenders under Stakeholders as if such Credit Facility hereby direct and authorize the applicable Agent provisions were written without reference to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to “counsel to the Company Parties, automatically ,” a “Company Party,” or the “Company Parties” and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, shall be in full force and effect with respect to each other Party hereto until the Consenting Noteholders party occurrence of a Termination Date as to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this AgreementParty.

Effectiveness of this Agreement. (a) This The Lenders shall not be required to make any Loans hereunder, the Swing Line Bank shall not be required to make any Swing Line Loans hereunder, and this Agreement shall not become effective and binding upon effective, unless the Administrative Agent shall have received each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on following (with sufficient copies for the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement:Lenders): (i) each of the Company Parties shall have Duly executed and delivered counterpart signature pages of to this Agreement to counsel to each of from the Consenting StakeholdersBorrowers, the Lenders, and the Administrative Agent; (ii) each Copies, certified by the Secretary or Assistant Secretary of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy Borrowers of their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms execution of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfAgreement; (iii) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each Written opinion letters of the Consenting Stakeholders and counsel Borrowers' counsel, addressed to the Company Parties: (A) Administrative Agent and the Commitment Parties; (B) SFL; Lenders, in substantially the form of the opinion letters delivered by Borrowers' and (C) the Seadrill ECAsGuarantors' counsel on the Closing Date pursuant to Section 5.1(v); (iv) Duly executed copy of the CoCom Extension Letter shall have been executed and become effective according to its terms4-Year Credit Agreement; (v) Duly executed copy of the conditions Reaffirmation attached hereto as Attachment A from each of the parties to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date)Subsidiary Guaranty; (vi) A certificate, in form and substance satisfactory to the Non-Consolidated Entity Amendments Administrative Agent, signed by an Authorized Officer of the Company, certifying that on the date of this Agreement all the representations in this Agreement are true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall have be true and correct as of such date) and no Default or Unmatured Default has occurred and become effective according to their termsis continuing; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel Evidence satisfactory to the Company Parties (who shall promptly provide copies of such signature pages (with Administrative Agent that the Company Claims/Interests redacted) has paid or caused to counsel be paid to each of the Consenting Stakeholders; providedAdministrative Agent and the Arranger the fees Sidley Xxxxxx Xxxxx & Xxxx agreed to in the fee letter dated August [ ], however2002, that among the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company PartiesAdministrative Agent, the Required Commitment Parties, Arranger and the CoCom;Company; and (viii) holders of at least 40% of Such other documents, instruments and agreements as the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Administrative Agent may be required to take upon becoming a party to this Agreementreasonably request. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each as of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on date hereof (the Agreement “Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement”) at such time as: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages counterparts of this Agreement have been delivered by each party hereto to counsel to each of the Consenting Stakeholdersother parties hereto; (iib) each of Seadrill, NADL, and Sevan the Regions Purchaser Agent shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this received an executed Regions Fee Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties each other Purchaser Agent shall have received an executed amendment and delivered counterpart signature pages restatement of this such Purchaser Agent’s Fee Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Dateeach, a “New Fee Agreement”); (vic) the Non-Consolidated Entity Amendments each Purchaser Agent shall have occurred received payment of the “Upfront Fee” in accordance with the terms of, and become effective according to their termsas such term is defined in, such Purchaser Agent’s New Fee Agreement; (viid) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility Administrative Agent shall have executed received opinions, in form and delivered counterpart signature pages of substance reasonably satisfactory to the Administrative Agent, from Lxxxx Lord LLP, with respect to true sale and non-consolidation matters after giving effect to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoComtransactions contemplated hereby; (viiie) holders of at least 40% the Administrative Agent and the Purchaser Agents shall have received, in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent, a certificate of the aggregate outstanding principal amount Secretary or Assistant Secretary of Unsecured Note Claims shall have executed and delivered counterpart signature pages the Seller certifying copies of the resolutions of the Board of Directors of the Seller approving this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoComtransactions contemplated hereby; and (ixf) counsel to Seadrill the Administrative Agent and the Purchaser Agents shall have given notice to counsel received evidence, in form and substance reasonably satisfactory to the Consenting Stakeholders Administrative Agent and each Purchaser Agent, that the Subordinated Note (as defined in the manner set forth in Section 15.10 hereof that the other conditions Contribution Agreement immediately prior to the effectiveness of this Agreement) and any Subordinated Note Financing (as defined in the Purchase Agreement immediately prior to the effectiveness of this Agreement) has been, or concurrently with the Effective Date set forth in this Section 2(a) is being, terminated, and all liens securing obligations thereunder have occurredbeen, or concurrently with the Effective Date are being, released. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) 2.01. This Agreement shall become effective and binding (a) upon each of the Parties (other than the Consenting Senior Noteholders) at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement and (b) upon each of the Consenting Senior Noteholders when counterpart signature pages of Consenting Senior Noteholders holding at least 66⅔% in aggregate outstanding principal amount of the Senior Notes are executed and delivered to counsel to the Company Parties and all of the following conditions have been satisfied or waived in accordance with this Agreement:; provided, however, this Agreement shall not be binding on any Party unless and until all the other Parties have executed and delivered to the other Parties duly executed signature pages to this Agreement; provided, further, however, that, with respect to the Company Parties, the effectiveness of this Agreement shall be subject to applicable bankruptcy law. (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersParties; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iiib) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs;: (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (viii) holders of at least two thirds 66⅔% of the aggregate outstanding principal amount and at least 50.1% in number of Credit Agreement Claims under each individual the Revolving Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viiiii) holders of at least 4066⅔% of the aggregate outstanding principal amount and at least 50.1% in number of the Secured Swap Claims; (iii) holders of at least 66⅔% of the aggregate outstanding principal amount and at least 50.1% in number of Term Loan Claims; and (iv) members of the Ad Hoc Term Loan Lender Group together holding more than 45% of the aggregate outstanding principal amount of Unsecured Note the total Term Loan Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder that are held by the Ad Hoc Term Loan Lender Group. (as applicablec) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof 13.10 of this Agreement (by email or otherwise) that the other conditions to the Agreement Effective Date set forth in this Section 2(a) 2.01 have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) 2.01. This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, parties that has executed and delivered counterpart signature pages to this Agreement on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived by the applicable Party or Parties in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersParties; (iib) each of Seadrill, NADL, and Sevan the Strategic Investor shall have provided executed and delivered a counterpart signature page of this Agreement to counsel to each of the Company Parties and to counsel to the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfCreditors; (iiic) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders Company Parties and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs;Strategic Investor: (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (viii) holders of at least two thirds 66.67% of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility First Lien Term Loans (such percentage to be determined after giving effect to any bona fide unsettled trades as of such date, provided that, and solely to the extent requested by counsel to the Company Parties in writing, such Consenting Creditors with unsettled trades as of such dates shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) provide reasonably satisfactory documentation to counsel to the Company Parties (who shall promptly provide copies evidencing the validity of such signature pages unsettled trades (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholdersit being understood and agreed that executed trade confirmations shall be deemed satisfactory documentation)); provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom;and (viiiii) holders of at least 4061% of the aggregate outstanding principal amount of Unsecured Note Funded Debt Claims (such percentage to be determined after giving effect to any bona fide unsettled trades as of such date, provided that, and solely to the extent requested by counsel to the Company Parties in writing, such holders of Unsecured Funded Debt Claims with unsettled trades as of such dates shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) provide reasonably satisfactory documentation to counsel to the Company Parties evidencing the validity of such unsettled trades (it being understood and each agreed that executed trade confirmations shall be deemed satisfactory documentation)); (d) the Company Parties and the Consenting Unsecured Creditors parties thereto shall have executed the DIP Commitment Letter; (e) the Cooperation Agreement shall have been terminated; (f) the Company Parties and the Strategic Investor shall have executed the Convertible B Commitment Letter; (g) the Majority 1L Lenders (as defined in the Cash Collateral Order) shall have granted any necessary consents, waivers, or amendments under the Cash Collateral Order (if any) to allow for entry into this Agreement; (h) the Cooperation Agreement Order shall not have become effective, the terms of the other Consenting Stakeholders; provided, however, that NBA Term Sheet and the requirement in this Section 2(a)(viii) may be waived by written agreement NHL Term Sheet conditioned on the effectiveness of the Company PartiesCooperation Agreement Order shall not have gone into effect (including that none of the NBA or NHL team rights agreements shall be subject to early termination on account of the NBA Term Sheet or the NHL Term Sheet, the Required Commitment Partiesrespectively), and the CoComCompany Parties shall not have entered into any other similar arrangement or transaction with any of the Sports Leagues; and (ixi) counsel to Seadrill the Company Parties shall have given notice to counsel to the Consenting Stakeholders Parties in the manner set forth in Section 15.10 hereof (by electronic mail or otherwise) that the other conditions to the Agreement Effective Date set forth in this Section 2(a) 2.01 have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective be effective, and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time2023 Incremental Term A Facility Lenders shall fund their 2023 Incremental Term A Loan Commitments, on the Agreement date (the “Effective Date, which is the date ”) on which all of the following conditions are satisfied or waived: (a) (i) Borrower, (ii) the other Credit Parties (other than Xxxxxxxxx Xxxxx Louisiana Horseracing Company, L.L.C (“CDLHC”) and SCE Partners, LLC (“SCE Partners”)), (iii) Administrative Agent, (iv) each 2023 Incremental Term A Facility Lender and (v) Term A Facility Lenders and Revolving Lenders collectively constituting the Required Lenders shall have delivered their fully executed signature pages hereto to Administrative Agent; (b) (i) no Event of Default shall have occurred and be continuing, (ii) each of the representations and warranties contained in Section 4 of this Agreement shall be true and correct and (iii) Administrative Agent shall have received an Officer’s Certificate of Borrower, dated the Effective Date, certifying that the conditions set forth in this clause (b) have been satisfied satisfied; (c) on or waived prior to the Effective Date, Administrative Agent and each 2023 Incremental Term A Facility Lender shall have received at least three (3) Business Days prior to the Effective Date all documentation and other information reasonably requested in accordance writing at least ten (10) Business Days prior to the Effective Date by Administrative Agent and such 2023 Incremental Term A Facility Lender, as applicable, that Administrative Agent and such 2023 Incremental Term A Facility Lender, as applicable, reasonably determine is required by regulatory authorities from the Credit Parties under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act; (d) no later than three (3) Business Days prior to the Effective Date, to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and to the extent requested by Administrative Agent or any 2023 Incremental Term A Facility Lender at least ten (10) Business Days prior to the Effective Date, Administrative Agent and each such 2023 Incremental Term A Facility Lender, as applicable, shall have received a Beneficial Ownership Certification in relation to Borrower; (e) all fees due to Administrative Agent and the 2023 Incremental Term A Facility Lenders on the Effective Date shall have been paid from the proceeds of the 2023 Incremental Term A Loans on the Effective Date or otherwise, and to the extent invoiced at least two (2) Business Days prior to the Effective Date (unless otherwise agreed by Borrower), all costs and expenses (including, without limitation, reasonable legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP) of Administrative Agent in respect of the transactions contemplated herein, shall have been paid from the proceeds of the 2023 Incremental Term A Loans on the Effective Date or otherwise; (f) Administrative Agent shall have received copies of the Organizational Documents of each Credit Party and evidence of all corporate or other applicable authority for each such Credit Party (including resolutions or written consents and incumbency certificates) with respect to the execution, delivery and performance of this Agreement, certified as of the Effective Date as complete and correct copies thereof by a Responsible Officer of each such Credit Party (or the member or manager or general partner of such Credit Party, as applicable) (provided that, in lieu of attaching such Organizational Documents and/or evidence of incumbency, such certificate may certify that (x) since the Closing Date (or such later date on which the applicable Credit Party became party to the Credit Documents), there have been no changes to the Organizational Documents of such Credit Party and (y) no changes have been made to the incumbency certificate of the officers of such Credit Party delivered on the Closing Date (or such later date referred to above)); (g) Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit G to the Existing Credit Agreement from the chief financial officer or other equivalent officer of Borrower with respect to the Solvency of Borrower (on a consolidated basis with its Subsidiaries); (h) Administrative Agent shall have received the following opinions, each of which shall be addressed to Administrative Agent, Collateral Agent, the 2023 Incremental Term A Facility Lenders, the Term A Facility Lenders party hereto and the Revolving Lenders party hereto and covering customary matters for transactions of this type as reasonably requested by Administrative Agent: (i) each an opinion of Xxxxxx & Xxxxxxx LLP, special counsel to the Credit Parties; and (ii) opinions of local counsel to the Credit Parties in such jurisdictions as are set forth in Schedule B; (i) all of the Company Parties applicable requirements under Section 2.12 of the Existing Credit Agreement with respect to the incurrence of the 2023 Incremental Term A Loans shall have been complied with or waived; (j) Administrative Agent shall have received a Notice of Borrowing, duly completed and complying with Section 4.05 of the Existing Credit Agreement (or as otherwise agreed by Administrative Agent); and (k) Administrative Agent shall have received the following items with respect to each Mortgaged Real Property, each in form and substance reasonably acceptable to Administrative Agent: (i) an amendment to each existing Mortgage encumbering such Mortgaged Real Property (each such Mortgaged Real Property encumbered by a Mortgage prior to the date hereof, an “Existing Mortgaged Real Property”) to include the 2023 Incremental Term A Loans in the obligations secured by such Mortgage (the “Mortgage Amendments”), each duly executed and delivered counterpart signature pages by an authorized officer of this Agreement to counsel to each of the Consenting StakeholdersCredit Party party thereto and in form suitable for filing and recording in all filing or recording offices that Administrative Agent may deem necessary or desirable; (ii) each of Seadrill, NADL, and Sevan shall have provided such mortgage-modification endorsements as Administrative Agent may reasonably request to counsel the Lenders’ title insurance policies previously delivered to Administrative Agent with respect to each of the Consenting Stakeholders a copy Existing Mortgaged Real Properties, each effective as of the resolutions, minutes, date of the recordation or written consents filing of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement applicable Mortgage Amendment and (B) authorizing a specified person or persons in form and substance reasonably satisfactory to execute this Agreement on its behalfAdministrative Agent; (iii) with respect to each Mortgage Amendment, legal opinions, each of which shall be addressed to Administrative Agent, Collateral Agent and the following parties Lenders, dated the effective date of such Mortgage Amendment and covering such matters as Administrative Agent shall have executed and delivered counterpart signature pages reasonably request in a manner customary for transactions of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Partiestype; (B) SFL; and (C) the Seadrill ECAs;and (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Nona completed “Life-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (of-Loan” Federal Emergency Management Agency standard flood hazard determination with the Company Claims/Interests redacted) to counsel respect to each of the Consenting Stakeholders; providedExisting Mortgaged Real Property and if such Existing Mortgaged Real Property is located in a special flood hazard area, however, that the requirement in this Section 2(a)(vii) may be waived a notice about special flood hazard area status and flood disaster assistance duly executed by written agreement of the Company Parties, the Required Commitment Parties, Borrower and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party Party relating thereto (together with evidence of insurance as required with respect to such Existing Mortgaged Real Properties pursuant to Section 9.02(c) of the Existing Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) 2.01. This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholdersother Parties; (iib) each holders of Seadrill, NADL, and Sevan shall have provided to counsel to each at least 80 percent of the Consenting Stakeholders a copy aggregate outstanding principal amount of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties First Lien Notes shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of (i) the Company Parties, the Consenting Stakeholders Unsecured Noteholders, Counsel to the First Lien Ad Hoc Group, and counsel Counsel to the Crossover Group in a redacted form that removes such Consenting First Lien Noteholders’ holdings of securities in the Company Parties and (ii) Counsel to the Company Parties: Parties in an unredacted form (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Datebe held by such counsel on a professionals’ eyes only basis); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (viic) holders of at least two thirds 77 percent of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility the Unsecured Notes shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicablei) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment PartiesConsenting First Lien Ad Hoc Group Noteholders, Counsel to the First Lien Ad Hoc Group, and Counsel to the CoComCrossover Group in a redacted form that removes such Consenting Unsecured Noteholders’ holdings of securities in the Company Parties and (ii) Counsel to the Company Parties in an unredacted form (to be held by such counsel on a professionals’ eyes only basis); (viiid) holders of at least 40% each Consenting Stakeholder that is participating in the Committed Exit Facility as of the aggregate outstanding principal amount of Unsecured Note Claims date hereof shall have executed and delivered counterpart signature pages the Exit Commitment Letters with respect to its ratable share of this Agreement or signature pages to a Joinder the Committed Exit Facility; and (as applicablee) to counsel Counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders other Parties in the manner set forth in Section 15.10 14.13 hereof (by email or otherwise) that the other conditions to the Agreement Effective Date set forth in this Section 2(a) 2 have occurredoccurred or are otherwise waived. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement Amendment shall become effective at the time and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement date (the “Amendment No. 3 Effective Date, ”) upon which is the date on which all of the following conditions have been precedent are satisfied (or waived in accordance with this Agreement:by the Lenders): (i) each of the Company Parties Administrative Agent shall have received a duly executed and delivered counterpart signature pages page of this Agreement to counsel to Amendment from each party hereto (which may include any electronic signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of the Consenting Stakeholdersan actual executed signature page of this Amendment); (ii) each of Seadrill, NADL, and Sevan the Lenders shall have provided to received the favorable opinion of Cxxxxxx, Sxxxxx & Mxxxx LLP, special counsel to each of the Consenting Stakeholders a copy of Loan Parties, relating to the resolutionsexecution, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms delivery and enforceability of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfAmendment; (iii) the following parties Administrative Agent shall have executed received: (a) a copy of the resolutions or equivalent action of the Board of Directors of each Loan Party authorizing, the execution, delivery and delivered counterpart signature pages performance of this Agreement to counsel to each Amendment, certified by the secretary, an assistant secretary or other authorized representative of such Loan Party as of the Consenting Stakeholders Amendment No. 3 Effective Date, which certificate shall state that the resolutions or other action thereby certified have not been amended, modified (except as any later such resolution or other action may modify any earlier such resolution or other action), revoked or rescinded and counsel are in full force and effect; (b) a certificate of each Loan Party, dated as of the Amendment No. 3 Effective Date, as to the Company Parties: incumbency and signature of the officers or other authorized signatories of such Loan Party executing this Amendment executed by a Responsible Officer or other authorized representative and the secretary, any assistant secretary or another authorized representative of such Loan Party; (Ac) copies of the Commitment Partiescertificate or articles of incorporation and by-laws (or other similar governing documents serving the same purpose) of each Loan Party, certified as of the Amendment No. 3 Effective Date as complete and correct copies thereof by the secretary, an assistant secretary or other authorized representative of such Loan Party; and (Bd) SFL; a certificate from the Parent Borrower, dated as of the Amendment No. 3 Effective Date, certifying as to the accuracy of the representations and warranties set forth in clauses (ii) and (Ciii) the Seadrill ECAsof Section 3 hereof; (iv) the CoCom Extension Letter Administrative Agent shall have been executed received (a) reimbursement of all reasonable and become effective according documented out-of-pocket expenses required to its termsbe reimbursed by the Loan Parties under the Loan Documents to the extent invoiced at least three Business Days prior to the Amendment No. 3 Effective Date (or such later date as the Parent Borrower may reasonably agree) (including the reasonable and documented fees and expenses of Cxxxxx Xxxxxx & Rxxxxxx LLP) and (b) all other fees agreed by the Parent Borrower in writing to be paid to the Lenders on the Amendment No. 3 Effective Date; (v) the conditions to the occurrence of the Investment Agreement Effective Date Administrative Agent shall have been satisfied received all accrued fees and interest referred to in clause (other than the occurrence iii)(a) of the Agreement Effective Date);Section 2 hereof; and (vi) the Non-Consolidated Entity Amendments each Lender shall have occurred and become effective according to their terms; (vii) holders of received at least two thirds of three Business Days prior to the aggregate outstanding principal amount of Credit Agreement Claims under Amendment No. 3 Effective Date, in each individual Credit Facility case to the extent requested from the Parent Borrower in writing by such Lender at least 10 Business Days prior to the Amendment No. 3 Effective Date, (a) all documentation and other information about the Loan Parties that shall have executed been reasonably requested by such Lender and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to that is reasonably required by such Lender under applicable “know your customer” and anti-money laundering rules and regulations, including the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment PartiesUSA PATRIOT Act, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Partiesextent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, automatically and without a Beneficial Ownership Certification as required by the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and Beneficial Ownership Regulation in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable relation to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this AgreementBorrower. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Notwithstanding anything ------------------------------- contained herein to the contrary, the effectiveness of this Agreement shall become effective and binding the Banks' and the Agent's obligations hereunder are expressly conditioned upon each satisfaction of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions precedent (any one or more of which the Banks may waive in their sole discretion): (a) The Agent shall have been satisfied or waived received the following original executed documents (in accordance with this Agreement:form and substance satisfactory to the Agent and legal counsel for the Agent in sufficient number for the Agent and each Bank): (i) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersAgreement; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfNote; (iii) the following parties shall have executed Guaranty and delivered counterpart signature pages of this Agreement to counsel to each the Guaranty of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAsSubsidiary Letters of Credit; (iv) the CoCom Extension Letter shall have been executed and become effective according to its termsOpinion of Counsel; (v) the conditions to the occurrence a certified copy of resolutions of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence board of directors of the Agreement Effective Date)Company authorizing the execution of the Loan Documents, together with an incumbency certificate executed by the corporate secretary of the Company; (vi) a certified copy of resolutions of the Non-Consolidated Entity Amendments shall have occurred and become effective according to their termsboard of directors of each Guarantor authorizing the execution of the Guaranty, together with an incumbency certificate executed by the corporate secretary of each Guarantor; (vii) holders a Borrowing Base Certificate calculated as of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to March 31, 1998, showing the Company Parties (who shall promptly provide copies of such signature pages (to be in compliance with the Company Claims/Interests redacted) to counsel to each of the Consenting StakeholdersSections 3.6 ------------ and 8.26 hereof; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom;-------- (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims such other agreements, instruments and documents as any Bank shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredreasonably request. (b) The Agent shall have received evidence satisfactory to the Agent and legal counsel to the Agent that the Company has been duly incorporated, validly exists and is in good standing under the laws of the State of Delaware, is duly qualified to do business as, and is in good standing as, a foreign corporation in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary, and has all requisite power and authority to conduct its business and to own and lease its properties. On the date upon which holders this Agreement becomes effective, and subject to the satisfaction (or waiver by Agent in its sole discretion) of at least two thirds all applicable conditions to advances hereunder, Borrower authorizes and directs each of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages Banks to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations disburse sufficient funds under this Agreement and in to pay all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent sums owing under the applicable Sixth Amended Credit Agreement and Sixth Amended Loan Documents (each Bank in accordance with such Bank's Pro Rata Share). Thereafter, all indebtedness and obligations which were outstanding under the Sixth Amended Credit Agreement and Sixth Amended Loan Documents shall be deemed to be outstanding and owing under, evidenced by, and governed by entering into the terms of this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge Notes, and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreementthe other Loan Documents. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement and all consents, waivers, terminations, releases, or other acts pursuant to Section 2 herein or otherwise shall become effective and binding only upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all satisfaction in full of the following conditions have been satisfied or waived in accordance with this Agreement:precedent (which shall be the “Restructuring Conditions”): (ia) each The Purchasers shall have received a wire transfer in the aggregate amount of $150,000,000 in immediately available funds, together with the per diem amount referenced in the payoff letter, to be allocated amongst the Purchasers as set forth on Schedule 3(a) attached hereto. (b) The Warrantholders, shall have received a certificate from an Approved Officer of the Company Parties (the “Closing Certificate”), in form reasonably satisfactory to the Warrantholders, and in any event certifying a true and complete copy of the Refinancing Documents shall have been delivered to the Warrantholders, and a fully executed Closing Certificate shall be attached hereto as Exhibit 3(b). (c) EquityCo shall have entered into a guaranty, dated the date hereof, with the Warrantholders, on substantially the same terms as the OpBiz Guaranty (the “EquityCo Guaranty”), and a fully executed EquityCo Guaranty shall be attached hereto as Exhibit 3(c). (d) EquityCo shall have entered into a pledge agreement, dated the date hereof, for the benefit of the Warrantholders, on substantially the same terms as the MezzCo Pledge (the “EquityCo Pledge”), and a fully executed EquityCo Pledge shall be attached hereto as Exhibit 3(d). (e) The Warrantholders and the Collateral Agent shall have executed and delivered counterpart signature pages that certain First Amendment to Collateral Agency Agreement, dated the date hereof, in form and substance satisfactory to the Warrantholders, providing that the definition of this “Pledged Collateral” in that certain Collateral Agency Agreement, dated as of August 9, 2004, shall include only the Collateral as defined in the EquityCo Pledge, and that “Collateral Documents” therein shall include only the EquityCo Pledge (the “First Amendment to Collateral Agency Agreement”), and a fully executed First Amendment to Collateral Agency Agreement shall be attached hereto as Exhibit 3(e). (f) OpBiz, Planet Hollywood International, Inc., a Delaware corporation, Planet Hollywood Memorabilia, Inc., a Florida Corporation, Planet Hollywood (Region IV), Inc., a Minnesota corporation, and the Warrantholders shall have entered into that certain Amended and Restated License Subordination Agreement, dated the date hereof, on terms satisfactory to counsel to the Warrantholders (the “A&R License Subordination Agreement”), and a fully executed A&R License Subordination Agreement shall be attached hereto as Exhibit 3(f). (g) The Company shall have entered into the A&R Investor Rights Agreement with each of the Consenting Stakeholders; (ii) each of SeadrillWarrantholders, NADLon terms satisfactory to the Warrantholders and dated the date hereof, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a fully executed copy of the resolutionsA&R Investor Rights Agreement shall be attached hereto as Exhibit 3(g). (h) The form of the A&R Warrants shall have been agreed upon by the Company and the Warrantholders (the A&R Warrants, minutestogether with this Agreement, or written consents of its board of directorsthe Closing Certificate, board of managersthe EquityCo Guaranty, or such similar governing body (A) approving the terms of this EquityCo Pledge, the Amendment to Collateral Agency Agreement, the A&R License Subordination Agreement and (B) authorizing a specified person or persons the A&R Investor Rights Agreement are collectively referred to execute this Agreement on its behalf;herein as the “Restructuring Documents”), and the form of A&R Warrant shall be attached hereto as Exhibit 3(h). (iiii) The Senior Agent, the following parties Company and OpBiz shall have executed and delivered counterpart signature pages to the Securityholders that certain acknowledgement of this termination with respect to the Intercreditor Agreement (Senior Debt), dated the date hereof, in form and substance satisfactory to counsel to each the Purchasers, providing that the Intercreditor Agreement (Senior Debt) is no longer in force and effect (the “ICA Termination”), and a fully executed ICA Termination shall be attached hereto as Exhibit 3(i). (j) The Company and the Securityholders shall have received counterparts hereof, duly executed and delivered by the Company and the Securityholders; (k) The Company shall have obtained all consents and approvals, other than the Gaming Approvals described in Section 3.10 of the Consenting Stakeholders A&R Investor Rights Agreement, furnished such notices and submitted such registrations or taken such other necessary action to consummate the transactions contemplated hereby; (l) The Securityholders shall have received an opinion of counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions EquityCo as to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages enforceability of this Agreement or signature pages and the other Restructuring Documents to a Joinder (as applicable) to counsel to which the Company Parties (who shall promptly provide copies of such signature pages (or EquityCo is a party, together with the Company Claims/Interests redacted) to counsel to each a certificate of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement Secretary of the Company Partiesand EquityCo, the Required Commitment Partiesas applicable, and the CoCom; (viii) holders of at least 40% evidencing authorization of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed same, in form and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel substance reasonably satisfactory to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredSecurityholders. (bm) On the date upon which holders of at least two thirds All fees and expenses of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to Securityholders in connection with the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to transactions contemplated by this Agreement and the other Restructuring Documents (Bincluding without limitation, legal fees and expenses) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to have been paid by the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this AgreementCompany. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at as of 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholdersother Parties; (iib) each of Seadrill, NADL, and Sevan shall have provided to counsel to each members of the Consenting Stakeholders a copy HoldCo Creditor Ad Hoc Group holding at least two-thirds of the resolutions, minutes, or written consents aggregate outstanding principal amount of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties HoldCo Senior Notes against ICF shall have executed and delivered counterpart signature pages of this Agreement to counsel to Agreement; and (c) each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit First Lien Claims listed on Exhibit E to this Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to Agreement. Notwithstanding the foregoing, the Company Parties (who shall promptly provide copies of such signature pages (with have the right to terminate this Agreement solely as to Consenting First Lien Creditors pursuant to Section 13.02(e) if, by the Cutoff Time, the Execution Condition Subsequent has not occurred. In the event that the Execution Condition Subsequent was not satisfied at or prior to the Cutoff Time and the Company Claims/Interests redacted) Parties have not yet terminated this Agreement solely as to counsel to each of the Consenting Stakeholders; providedFirst Lien Creditors pursuant to Section 13.02(e), however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of then the Company Parties, Parties shall have the Required Commitment Parties, and right to terminate this Agreement solely as to the CoCom; (viiiConsenting First Lien Creditors pursuant to Section 13.02(e) holders of until such time as at least 40% two-thirds of the aggregate outstanding principal amount of Unsecured Note First Lien Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages executed and delivered valid Joinders to a Joinder (as applicable) to counsel to this Agreement. For the avoidance of doubt, if the Company Parties and each elect to terminate this Agreement solely as to Consenting First Lien Creditors pursuant to Section 13.02(e), such termination shall not cause the termination of the other this Agreement as to Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of HoldCo Creditors nor affect the Company Parties’ obligations hereunder with respect to implementing the Restructuring Transactions, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds than implementation of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this AgreementSettlement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Notwithstanding ------------------------------- anything contained herein to the contrary, the effectiveness of this Agreement shall become effective and binding the Banks' and the Agent's obligations hereunder are expressly conditioned upon each satisfaction of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions precedent (any one or more of which the Banks may waive in their sole discretion): (a) The Agent shall have been satisfied or waived received the following original executed documents (in accordance with this Agreement:form and substance satisfactory to the Agent and legal counsel for the Agent in sufficient number for the Agent and each Bank): (i) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersAgreement; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfNote; (iii) the following parties shall have executed Guaranty and delivered counterpart signature pages of this Agreement to counsel to each the Guaranty of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAsSubsidiary Letters of Credit; (iv) the CoCom Extension Letter shall have been executed and become effective according to its termsOpinion of Counsel; (v) the conditions to the occurrence a certified copy of resolutions of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence board of directors of the Agreement Effective Date)Company authorizing the execution of the Loan Documents, together with an incumbency certificate executed by the corporate secretary of the Company; (vi) a certified copy of resolutions of the Non-Consolidated Entity Amendments shall have occurred and become effective according to their termsboard of directors of each Guarantor authorizing the execution of the Guaranty, together with an incumbency certificate executed by the corporate secretary of each Guarantor; (vii) holders a Borrowing Base Certificate calculated as of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to March 31, 1997, showing the Company Parties (who shall promptly provide copies of such signature pages (to be in compliance with the Company Claims/Interests redacted) to counsel to each of the Consenting StakeholdersSections 3.6 and ---------------- 8.26 hereof; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; ---- (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims such other agreements, instruments and documents as any Bank shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredreasonably request. (b) The Agent shall have received evidence satisfactory to the Agent and legal counsel to the Agent that the Company has been duly incorporated, validly exists and is in good standing under the laws of the State of Delaware, is duly qualified to do business as, and is in good standing as, a foreign corporation in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary, and has all requisite power and authority to conduct its business and to own and lease its properties. On the date upon which holders this Agreement becomes effective, and subject to the satisfaction (or waiver by Agent in its sole discretion) of at least two thirds all applicable conditions to advances hereunder, Borrower authorizes and directs each of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages Banks to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations disburse sufficient funds under this Agreement and in to pay all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent sums owing under the applicable Fifth Amended Credit Agreement and Fifth Amended Loan Documents (each Bank in accordance with such Bank's Pro Rata Share). Thereafter, all indebtedness and obligations which were outstanding under the Fifth Amended Credit Agreement and Fifth Amended Loan Documents shall be deemed to be outstanding and owing under, evidenced by, and governed by entering into the terms of this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge Notes, and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreementthe other Loan Documents. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This The Banks shall not be required to make any Loans, the Swingline Lender shall not be required to make any Swingline Loans, the Issuing Bank shall not be required to issue any Letters of Credit hereunder and this Agreement shall not become effective and binding upon effective, unless the Agent shall have received each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on following (with sufficient copies for the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement:Banks): (i) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties shall have duly executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement from each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of facsimile or signature pages to other written confirmation from such party that it has executed a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and counterpart hereof); (B) perform its obligations under written opinions of each of (i) Xxxx X. Xxxxxxx, Senior Vice President-General Counsel of the Company, substantially in the form of Exhibit B-1 hereto and (ii) Linklaters Xxxxxx, Luxembourg counsel of Masco Europe, substantially in the form of Exhibit B-2 hereto, and, in each case, covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (C) receipt by the Agent of a certificate of a duly authorized officer of the Company, dated the Closing Date, certifying that (i) as of such date no Default shall have occurred and be continuing, (ii) as of such date the representations and warranties of the Company contained in this Agreement are true in all cases the actions material respects and responsibilities (iii) as of such Trustee to be subject date there has been no Material Adverse Change; (D) receipt by the Agent of all documents it reasonably requested relating to the protections applicable to such Trustee under existence of the USD Indentures or NOK/SEK Bond Agreement Company and by entering into this AgreementMasco Europe, the Consenting Noteholders party corporate authority for and the validity of this Agreement (including the Letter of Credit facility evidenced hereby) and any other matters relevant thereto, all in form and substance satisfactory to such USD Indenture the Agent; (E) receipt by the Agent of a Pro Forma Compliance Certificate prepared by the chief financial officer or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be treasurer of the Company setting forth in reasonable detail the calculations required to take upon becoming establish whether, after giving effect to the maximum anticipated Litigation Liability and Litigation Charge as of the Closing Date and the incurrence of any indebtedness or the issuance of any equity in connection therewith, the Company is in compliance with the financial covenants set forth in Sections 5.02 through 5.04 on a party to this Agreementpro forma basis as if such Litigation Development (and any related 37 SIDLEY XXXXXX XXXXX & XXXX indebtedness or equity issuance) arose on the last day of the fiscal quarter ending June 30, 2002; and (F) such other documents, instruments and agreements as the Agent may reasonably request.

Effectiveness of this Agreement. (a) This Notwithstanding the execution and delivery of this Agreement on the date hereof by the parties hereto, this Agreement shall become not be effective (and binding upon obligations shall not be created) unless and until each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions shall have been satisfied (or waived in accordance with this Agreement:writing by Parent): (i) each of the Company Parties The Original Merger Agreement shall have executed and delivered counterpart signature pages been terminated in accordance with its terms immediately prior to the execution of this Agreement to counsel to each of the Consenting StakeholdersAgreement; (ii) each of Seadrill, NADLThe ‘‘Termination Fee’’ (as defined in the Original Merger Agreement) payable under the Original Merger Agreement shall have been paid in full and shall not have exceeded $3,000,000, and Sevan neither the Company nor any of its Subsidiaries shall have provided any liability, debts or other obligations to counsel to each of any person in connection therewith or the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalftransactions contemplated thereby; (iii) the following parties Parent and Merger Sub shall have executed and delivered counterpart signature pages entered into a voting agreement with The Estate of Xxxxxx X Xxxxxxxx (the ‘‘Estate’’), pursuant to which the Estate will vote (or execute consents in respect of) all of the shares owned by it (being at least 515,941 Shares) in favor of approval of this Agreement and the transactions contemplated by this Merger Agreement, against any action, proposal, transaction or agreement involving the Company or its Subsidiaries that would reasonably be expected to counsel prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or the other transactions contemplated by this Agreement and against any Acquisition Proposal other than an Acquisition Proposal made by the Parent, and otherwise on terms substantially identical to each the voting agreement entered into by the Estate in connection with the Original Merger Agreement (which prior to the date hereof has been amended or clarified to correct the factual error in the definition of ‘‘Owned Shares’’ therein and (ii) thereby terminate, with respect to all of the Consenting Stakeholders and counsel to shares owned by the Company Parties: (A) Estate in connection with the Commitment Parties; (B) SFL; and (C) termination of the Seadrill ECAsOriginal Merger Agreement); (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of The ‘‘Company Disclosure Letter’’ furnished in connection with this Agreement or signature pages to a Joinder (as applicable) to counsel not shall contain any information relating to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; providedor its Subsidiaries, however, its or their business operations or prospects that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel is adverse when compared to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner information set forth in Section 15.10 hereof that the other conditions to ‘‘Company Disclosure Letter’’ furnished in connection with the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Original Merger Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This The effectiveness of this Agreement shall become effective and binding upon each is subject to the satisfaction of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions precedent on or before July 31, 1997: (A) The proceeds of the IPO, net of underwriting discounts and commissions and other reasonable costs associated therewith, shall have been satisfied or waived not less than $35,000,000, and such net proceeds shall have been used in accordance with this Agreementthe Recitals hereof; (B) Oaktree shall beneficially own (as determined under Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934) at least ten percent (10%) of the Common Stock of Holdings; (C) Agent shall have received such amendments, modifications, reaffirmations, replacements, restatements, endorsements and other agreements and documents as it may require in accordance with the terms and provisions hereof; (D) Agent shall have received all of the following documents in form and substance satisfactory to Agent: (i1) each Certified copies of the Company Parties shall have executed certificates or articles of incorporation of Borrower and delivered counterpart signature pages each Loan Party together with good standing certificates from the respective states of this Agreement incorporation and the respective states in which the principal places of business of each is located and from all states in which the activities of such Persons require them to counsel be qualified and/or licensed to do business, each of to be dated a recent date prior to the Consenting StakeholdersClosing Date; (ii2) each of Seadrill, NADL, and Sevan shall have provided to counsel to each Copies of the Consenting Stakeholders a copy bylaws of Borrower and each Loan Party certified as of the resolutions, minutes, Closing Date by its corporate secretary or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfan assistant secretary; (iii3) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each Resolutions of the Consenting Stakeholders boards of directors of Borrower and counsel each Loan Party authorizing and approving the execution, delivery and performance of the Loan Documents to which such Person is a party, certified as of the Company Parties: (A) the Commitment Parties; (B) SFL; Closing Date by its corporate secretary or an assistant secretary as being in full force and (C) the Seadrill ECAseffect without modification or amendment; (iv4) Signature and incumbency certificates of (i) the CoCom Extension Letter shall have been executed officers of Borrower executing the Loan Documents, and become effective according (ii) the officers of each Loan Party executing the Loan Documents to its terms;which any of them is a party; and (v5) Written opinions of Gibsxx, Xxnn & Xrutxxxx XXX, counsel for Borrower and the conditions to the occurrence Loan Parties, dated as of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Closing Date);; and (viE) the Non-Consolidated Entity Amendments No Default or Event of Default shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredcontinuing. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each as of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on first date (such date being referred to as the Agreement “Restatement Effective Date, which is the date ”) on which all each of the following conditions shall have been satisfied satisfied. (a) The Administrative Agent (or waived in accordance with its counsel) shall have received from the Borrower, the Guarantors, the Required Lenders, each Extending Term Lender, each Extending Revolving Lender, each New Term Lender, the Administrative Agent, the Swing Line Lender and each Issuer either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include a facsimile transmission of a signed signature page of this Agreement:) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Lead Arrangers shall have received a reaffirmation and consent agreement, dated as of the Restatement Effective Date, duly executed by an Authorized Officer of the Borrower and each Guarantor, and in form and substance reasonably satisfactory to the Administrative Agent and the Lead Arrangers, consenting to the transactions provided herein and reaffirming the guarantees of, and the security interests granted by it to secure, the Obligations, as applicable. (c) The Administrative Agent and the Lead Arrangers shall have received (i) a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Borrower and the other Obligors, and (ii) a written opinion of Hunton & Xxxxxxxx LLP, special Virginia counsel to the Borrower, in each case (A) dated the Restatement Effective Date, (B) addressed to the Administrative Agent, the Swing Line Lender, each Issuer and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Lead Arrangers. Each of the Borrower and the other Obligors hereby instructs its counsel to deliver such opinions. (d) The Administrative Agent and the Lead Arrangers shall have received such documents and certificates as the Administrative Agent and the Lead Arrangers shall reasonably have requested relating to the organization, existence and good standing of the Borrower and each of the other Obligors, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and the other Obligors, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and the Lead Arrangers. (e) The Administrative Agent and the Lead Arrangers shall have received a certificate, dated the Restatement Effective Date and duly executed and delivered by an Authorized Officer of the Borrower, confirming compliance with the conditions set forth in each of paragraphs (h) and (i) of this Section and in paragraph (b) of Section 7 hereof. (f) After giving effect to the transactions contemplated hereby, the Borrower and its Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (x) Indebtedness under the Restated Credit Agreement and (y) other Indebtedness permitted under the Existing Credit Agreement (other than Indebtedness incurred under Section 2.1.6, and Indebtedness permitted by Section 7.2.2(g), of the Existing Credit Agreement, in each case incurred after March 1, 2012). (g) The Administrative Agent and the Lead Arrangers shall have received a certificate from the chief financial Authorized Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and the Lead Arrangers, certifying that (i) the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the transactions contemplated hereby or by the Restated Credit Agreement, are Solvent, (ii) the Borrower is in pro forma compliance as of the Restatement Effective Date with the financial covenants contained in Section 7.2.4 of the Restated Credit Agreement and (iii) the Borrower is in compliance with the conditions set forth in paragraph (f) of this Section. (h) All requisite Governmental Authorities and third parties shall have approved or consented to the transactions contemplated hereby or by the Restated Credit Agreement to the extent required, all applicable appeal periods shall have expired and there shall be no litigation or governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the transactions contemplated hereby or by the Restated Credit Agreement. (i) each of All the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of Guaranties by the Consenting Stakeholders; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of Guarantors required by the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter Loan Documents shall have been executed and become effective according be in full force and effect and, except as set forth in the Post Closing Letter Agreement, all documents and instruments required to its terms; (v) perfect the conditions to Administrative Agent’s security interest in the occurrence collateral of the Investment Agreement Effective Date Obligors as required by the Loan Documents and the Collateral Documents shall have been satisfied executed, delivered and filed. (other than j) The Administrative Agent and the occurrence Lead Arrangers shall have received a completed Perfection Certificate, dated the Restatement Effective Date and signed by the chief executive or financial Authorized Officer the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Obligors in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent and the Lead Arrangers that the Liens indicated by such financing statements (or similar documents) are permitted under the Restated Credit Agreement or have been, or substantially contemporaneously with the initial funding of New Term Loans on the Restatement Effective Date);Date will be, released. (vik) The Administrative Agent and the Non-Consolidated Entity Amendments Lead Arrangers shall have occurred received, in immediately available funds, (i) payment and become effective according reimbursement of all reasonable and documented or invoiced out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel) incurred in connection with this Agreement and (ii) payment of all fees due and payable to their terms;such Persons pursuant to Section 3.3.2, and payment or reimbursement of all other reasonable expenses due and payable pursuant to Section 11.3, of the Restated Credit Agreement. (viil) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility The Administrative Agent shall have executed received payment from the Borrower, for the account of each Existing Lender that executes and delivered delivers a counterpart signature pages of page to this Agreement or signature pages Agreement, an amendment fee (the “Amendment Fee”) in an amount equal to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 400.050% of the aggregate outstanding principal amount of Unsecured Note Claims such Lender’s undrawn Commitments and Loans under the Existing Credit Agreement in respect of which such Lender shall have executed and delivered counterpart signature pages of consented to the amendments to the Loan Documents contemplated by this Agreement (whether or signature pages not it agrees to a Joinder (as applicable) to counsel to the Company Parties extend such Commitments and each of the other Consenting Stakeholders; providedLoans). The Amendment Fee shall be payable in immediately available funds and, howeveronce paid, that the requirement in this Section 2(a)(viii) may such fee or any part thereof shall not be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; andrefundable. (ixm) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner Except as set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance DocumentFee Letter, the Consenting Lenders under such Credit Facility hereby direct Administrative Agent shall have received payment from the Borrower, for the account of each Extending Term Lender and authorize Extending Revolving Lender, an extension fee (the applicable Agent “Extension Fee”) in an amount equal to (A) promptly execute a Joinder to become a party to this Agreement in respect of any Extending Term A-1 Lender, Extending Term B Lender and Extending Revolving Lender, 0.20% of the aggregate principal amount of such Lender’s Extended Term A-1 Loans, Extended Term B Loans and Extended Revolving Loan Commitments as applicable, and (B) perform its obligations under this Agreement in respect of any Extending Term C Lender and in all cases such actions and responsibilities Extending Term D Lender, 0.075% of the aggregate principal amount of such Agent Lender’s Extended Term C Loans and Extended Term D Loans, as applicable. The Extension Fee shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreementpayable in immediately available funds and, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may once paid, shall not be required to take upon becoming a party to this Agreementrefundable. (cn) On the date upon which holders of The Lenders shall have received, at least two thirds five Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, that has been requested of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement Borrower in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable writing prior to such Trustee under date. The Administrative Agent shall notify the USD Indentures or NOK/SEK Bond Agreement Borrower and by entering into this Agreement, the Consenting Noteholders party to Lenders of the Restatement Effective Date and such USD Indenture or NOK/SEK Bond Agreement acknowledge notice shall be conclusive and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreementbinding.

Effectiveness of this Agreement. (a) 2.01. This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement TSA Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersParties; (iib) each of Seadrill, NADL, and Sevan Consenting Stockholder Party holding Existing Equity Interests shall have provided executed and delivered counterpart signature pages of this Agreement (or a Joinder) to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfParties; (iiic) holders of at least 66.7 percent of the following parties aggregate outstanding Term Loan Claims shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (ivd) the CoCom Extension Letter Company Parties shall have paid all Consenting Stakeholders’ Fees and Expenses for which an invoice has been received by the Company Parties on or before the date that is one (1) Business Day prior to the TSA Effective Date; (e) the ABL/FILO Exit Commitment Letters and the Exit ABL/FILO Facility Amendment shall have been executed in form and become effective according substance reasonably acceptable to its terms;the Company Parties and the Required DIP Lenders; and (vf) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 17.11 hereof (by email or otherwise) that the other conditions to the Agreement TSA Effective Date set forth in this Section 2(a) 2 have occurred. (b) On 2.02. This Agreement shall be effective from the TSA Effective Date until validly terminated pursuant to the terms of this Agreement. To the extent that a Consenting Stakeholder holds, as of the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility hereof or thereafter, multiple Company Claims/Interests, such Consenting Stakeholder shall be deemed to have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in respect of all cases the actions of its Company Claims/Interests and responsibilities of such Trustee to be subject to the protections applicable this Agreement shall apply severally to such Trustee under the USD Indentures Party with respect to each such claim or NOK/SEK Bond Agreement and interest held by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this AgreementParty.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersParties; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iiib) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 4078% of the aggregate outstanding principal amount of Unsecured Note the 2028 Senior Secured Notes Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder Agreement; (as applicablec) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof (by email or otherwise) that the other conditions to the Agreement Effective Date set forth in this Section 2(a) 2 have occurred.; (bd) On the date upon which holders The Company Parties shall have paid all reasonable and documented fees and out of at least two thirds pocket expenses and all agreed and unpaid professional retainer amounts of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Consenting Stakeholders (including Xxxxxxxx & Xxxxxxxx LLP, Xxxxx Lovells US LLP and Xxxxxxxx Xxxxx & Deutsch LLP) and Consenting Stakeholder’s financial advisor in accordance with their respective fee letters or engagement letters for which an invoice has been received by the Company Parties, automatically and without Parties on or before the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to day that is one (A1) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject Business Day prior to the protections applicable Agreement Effective Date; and (e) the Company Parties shall have terminated all agreements to reimburse or pay any fees or expenses of any other creditor of the Debtors (including any fees or expenses of any legal counsel or other advisor to such Agent under other creditors) in connection with any potential transaction involving the applicable Credit Agreement and by entering into this Agreement, Debtors’ capital structure or a sale of assets (the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement“Non-Party Reimbursement Agreements”). (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Notwithstanding anything ------------------------------- contained herein to the contrary, the effectiveness of this Agreement shall become effective and binding the Banks' and the Agent's obligations hereunder are expressly conditioned upon each satisfaction of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions precedent (any one or more of which the Banks may waive in their sole discretion): (a) The Agent shall have been satisfied or waived received the following original executed documents (in accordance with this Agreement:form and substance satisfactory to the Agent and legal counsel for the Agent in sufficient number for the Agent and each Bank): (i) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersAgreement; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfNote; (iii) the following parties shall have executed Guaranty and delivered counterpart signature pages of this Agreement to counsel to each the Guaranty of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAsSubsidiary Letters of Credit; (iv) the CoCom Extension Letter shall have been executed and become effective according to its termsOpinion of Counsel; (v) the conditions to the occurrence a certified copy of resolutions of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence board of directors of the Agreement Effective Date)Company authorizing the execution of the Loan Documents, together with an incumbency certificate executed by the corporate secretary of the Company; (vi) a certified copy of resolutions of the Non-Consolidated Entity Amendments shall have occurred and become effective according to their termsboard of directors of Standard Pacific of Texas, Inc. authorizing the execution of the Guaranty, together with an incumbency certificate executed by the corporate secretary of Standard Pacific of Texas, Inc.; (vii) holders a Borrowing Base Certificate calculated as of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to September 30, 1996, showing the Company Parties (who shall promptly provide copies of such signature pages (to be in compliance with the Company Claims/Interests redacted) to counsel to each of the Consenting StakeholdersSections 3.6 and 8.25 hereof; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom;--------------------- (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims such other agreements, instruments and documents as any Bank shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredreasonably request. (b) On The Agent shall have received evidence satisfactory to the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed Agent and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to legal counsel to the Agent that the Company Partieshas been duly incor porated, automatically validly exists and without is in good standing under the need for any further instruction under any applicable Finance Documentlaws of the State of Delaware, is duly qualified to do business as, and is in good standing as, a foreign corporation in each jurisdiction in which the Consenting Lenders under conduct of its business or the ownership or leasing of its properties makes such Credit Facility hereby direct qualification necessary, and authorize has all requisite power and authority to conduct its business and to own and lease its properties. Within two (2) Banking Days following the applicable Agent to (A) promptly execute a Joinder to become a party to date that this Agreement becomes effective, and subject to the satisfaction (Bor waiver by Agent in its sole discretion) perform its obligations of all applicable conditions to advances hereunder, Borrower authorizes and directs BofA to disburse sufficient funds under this Agreement to pay to each of the financial institutions specified on Schedule 11.21 hereto the amounts specified on Schedule 11.21 hereto (including any specified per diem) which are owing to each such financial institution under the credit facilities described in Schedule 11.21 hereto (herein, the "Terminated Credit Facilities"). Upon disbursement hereunder to repay the sums owing under the Terminated Credit Facilities, each of the Terminated Credit Facilities shall be deemed terminated and in all cases such actions the Company shall have no further right to borrow any further sums thereunder, and responsibilities Borrower agrees that it shall not request or receive any further advances or funds under any of such Agent Terminated Credit Facilities. The financial institutions described in Section 11.21 hereto shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders deemed third party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (c) On the date upon which holders of at least two thirds beneficiaries of the outstanding principal amount provisions of Unsecured Note Claims under this paragraph regarding the USD Indenture and/or termination of the NOK/SEK Bond Agreement have executed Terminated Credit Facilities and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to may enforce the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this AgreementCompany's agreements herein with respect thereto.

Effectiveness of this Agreement. The effectiveness of this Agreement and each Lender's obligations hereunder shall be subject to the satisfaction of the conditions that the Agent and each Lender shall have received the following, each in form, scope and substance reasonably satisfactory to it: (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on Credit Documents duly executed and delivered by the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement:parties thereto; (b) [reserved]; (i) each of proper financing statements, to be filed within one Business Day after the Company Parties shall have executed Closing Date (and delivered counterpart signature pages of the Borrower hereby consents to such filing by the Agent under the UCC in all jurisdictions that the Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Credit Documents) and (ii) copies of proper financing statements, if any, necessary to counsel release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any prior owner or transferor; (d) a signed favorable legal opinion (addressed to each of the Consenting StakeholdersSecured Parties) from Dechert LLP, counsel to the Borrower, as to such matters as the Agent and the Lenders shall have reasonably requested; (e) if requested by any Lender, a Note duly executed and completed in respect of such Lender; (f) evidence that (i) all of the Covered Accounts shall have been established, (ii) each the Custodial and Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts, if any, required to be deposited in any of Seadrill, NADLthe Covered Accounts as of the Closing Date shall have been so deposited; (g) [reserved]; (h) a certificate of an Authorized Officer of the Borrower certifying (i) as to, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutionsattaching, minutes(A) its Constituent Documents, (B) its resolutions or written consents other action of its board of directors, board of managersmanagers or members approving this Agreement, or such similar governing body (A) approving the terms of this Agreement other Credit Documents to which it is a party and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iii) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and transactions contemplated thereby, (C) the Seadrill ECAs; (iv) the CoCom Extension Letter shall have been executed incumbency and become effective according to its terms; (v) the conditions to the occurrence specimen signature of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of its Authorized Officers authorized to execute the Consenting Stakeholders; providedCredit Documents to which it is a party and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, however, that the requirement in this Section 2(a)(vii(ii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other all conditions to the Agreement Effective Date set forth in this Section 2(a3.01 have been fulfilled, (iii) have that its representations and warranties set forth in this Agreement and the other Credit Documents are true and correct, (iv) that no Default or Event of Default has occurred. , (bv) On that with respect to each item of Collateral, after giving effect to the date upon which holders of at least two thirds funding of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed Loans and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel immediately prior to the Company Partiesdelivery thereof on the CLO Closing Date, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party the Borrower will be the owner of such Collateral free and clear of any Liens except for those granted pursuant to this Agreement and other Permitted Liens, (B) perform the Borrower will have acquired its obligations under this Agreement and ownership in all cases such actions and responsibilities Collateral in good faith without notice of any adverse claim (as such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreement. (cterm is defined in Section 8-102(a)(1) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under UCC), (C) the USD Indenture and/or Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral other than the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party interests granted pursuant to this Agreement and other Permitted Liens; (BD) perform its obligations under the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Agent for the benefit of the Secured Parties and (E) upon the grant by the Borrower, the Agent will have a first priority perfected security interest in the Collateral and (vi) the Borrower does not have outstanding debt prior to the Closing Date. (i) evidence that the Borrower shall have paid (i) the fees to be received by the Agent, (ii) all reasonable and documented out-of-pocket costs and expenses of the Agent and the Lenders and (iii) all reasonable and documented fees and out-of-pocket expenses of respective outside counsel to the Agent and the Lenders, in connection with the preparation, execution and delivery of this Agreement in and the other Credit Documents; (j) the Agent has received all cases the actions and responsibilities of such Trustee applicable tax forms required to be subject to delivered by the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party Borrower pursuant to this Agreement; and (k) such other opinions, instruments, certificates and documents from the Borrower as the Agent or any Lender shall have reasonably requested and provided that sufficient notice of such request has been given to the Borrower.

Effectiveness of this Agreement. (a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement: (ia) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersParties; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalf; (iiib) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAs;Agreement: (iv) the CoCom Extension Letter shall have been executed and become effective according to its terms; (v) the conditions to the occurrence of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date); (vi) the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms; (viii) holders of at least two thirds 62.0% of the aggregate outstanding principal amount of the 2015 Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoComFacility; (viiiii) holders of at least 4074.5% of the aggregate outstanding principal amount of 2018 Credit Facility; (iii) holders of 100% of the aggregate outstanding principal amount of the Weberstown Term Loan Facility; and (iv) holders of at least 66.67% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder Notes; (as applicablec) to counsel Counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel Counsel to the Consenting Stakeholders Ad Hoc Lender Group and Counsel to the Plan Sponsor in the manner set forth in Section 15.10 ‎15.11 hereof (by email or otherwise) that the other conditions to the Agreement Effective Date set forth in this Section 2(a) ‎Section 2 have occurred.; (bd) On the date upon which holders of Company Parties shall have paid in full all Restructuring Expenses incurred and invoiced at least two thirds of (2) Business Days prior to the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed and delivered counterpart signature pages of this Agreement or Effective Date that were not previously paid by the Company Parties; and (e) the Consenting Stakeholders shall provide signature pages to a Joinder (as applicable) to counsel the Company Parties in unredacted form; provided, that the Company Parties and Counsel to the Company Parties, automatically and Parties shall not make any public disclosure of any kind with respect to the Restructuring or other matters covered by this Agreement without the need for consent of the Required Consenting Stakeholders and shall not disclose the identity of or individual holdings of any further instruction under any applicable Finance DocumentConsenting Stakeholders (including the signature pages hereto, which shall not be publicly disclosed or filed), in each case, without the prior written consent of such Consenting Stakeholder, the Consenting Lenders under such Credit Facility hereby direct and authorize the order of a Bankruptcy Court or other court with competent jurisdiction, or as required by applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this AgreementLaw. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.

Effectiveness of this Agreement. (a) This Notwithstanding anything contained herein to the contrary, the effectiveness of this Agreement shall become effective and binding the Banks' and the Agent's obligations hereunder are expressly conditioned upon each satisfaction of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions precedent (any one or more of which the Banks may waive in their sole discretion): (a) The Agent shall have been satisfied or waived received the following original executed documents (in accordance with this Agreement:form and substance satisfactory to the Agent and legal counsel for the Agent in sufficient number for the Agent and each Bank): (i) each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting StakeholdersAgreement; (ii) each of Seadrill, NADL, and Sevan shall have provided to counsel to each of the Consenting Stakeholders a copy of the resolutions, minutes, or written consents of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfNote; (iii) the following parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Consenting Stakeholders and counsel to the Company Parties: Guaranty (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAsif any); (iv) the CoCom Extension Letter shall have been executed and become effective according to its termsOpinion of Counsel; (v) the conditions to the occurrence a certified copy of resolutions of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence board of directors of the Agreement Effective Date)Company authorizing the execution of the Loan Documents, together with an incumbency certificate executed by the corporate secretary of the Company; (vi) a certified copy of resolutions of the Non-Consolidated Entity Amendments shall have occurred and become effective according to their terms;board of directors of each Guarantor (if any) authorizing the execution of the Guaranty, together with an incumbency certificate executed by the corporate secretary of each Guarantor (if any); and (vii) holders of at least two thirds of the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility such other agreements, instruments and documents as any Bank shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; (viii) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties and each of the other Consenting Stakeholders; provided, however, that the requirement in this Section 2(a)(viii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoCom; and (ix) counsel to Seadrill shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurredreasonably request. (b) On The Agent shall have received evidence satisfactory to the date upon which holders of at least two thirds of the outstanding principal amount of Credit Agreement Claims under a Credit Facility have executed Agent and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to legal counsel to the Agent that the Company Partieshas been duly incorporated, automatically validly exists and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and is in all cases such actions and responsibilities of such Agent shall be subject to the protections applicable to such Agent good standing under the applicable Credit Agreement laws of the State of Maryland, is duly qualified to do business as, and by entering into this Agreementis in good standing as, a foreign corporation in each jurisdiction in which the Consenting Lenders party conduct of its business or the ownership or leasing of its properties makes such qualification necessary, and has all requisite power and authority to such Credit Agreement acknowledge conduct its business and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this Agreementown and lease its properties. (c) On The Agent shall have received evidence satisfactory to the -84- Agent that the Company received at least $120,000,000 in net proceeds from its initial public offering. Following the date upon which holders that this Agreement becomes effective, and subject to the satisfaction (or waiver by Agent in its sole discretion) of at least two thirds all applicable conditions to advances hereunder, the Company authorizes and directs each of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages Banks to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations disburse sufficient funds under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable Agent to such Trustee pay all sums owing under the USD Indentures or NOKBofA loan agreements and credit facilities described in SCHEDULE 11.21 attached hereto (the "EXISTING PAN PACIFIC/SEK Bond Agreement and by entering into this AgreementBofA CREDIT FACILITIES") (each Bank in accordance with such Bank's Pro Rata Share), to the extent the Company has not already paid all such Existing Pan Pacific/BofA Credit Facilities. Until all sums owing to BofA under all Existing Pan Pacific/BofA Credit Facilities have been repaid in full, the Consenting Noteholders party Company may not request or use any Loans hereunder for any other purpose. Following the date this Agreement becomes effective, the borrowers under each of the Existing Pan Pacific/BofA Credit Facilities shall have no further right to such USD Indenture or NOKborrow any additional sums under any of the Existing Pan Pacific/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this AgreementBofA Credit Facilities.

Effectiveness of this Agreement. (a) This Notwithstanding anything contained herein to the contrary, the effectiveness of this Agreement shall become effective and binding the Banks' and the Agent's obligations hereunder are expressly conditioned upon each satisfaction of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions precedent (any one or more of which the Majority Banks may waive in their sole discretion): (1) The Agent shall have been satisfied or waived received the following original executed documents (in accordance with form and substance satisfactory to the Agent and legal counsel for the Agent in sufficient number for the Agent and each Bank): (1) this Agreement:; (i2) each Note; (3) the Guaranty; (4) the Opinion of Counsel; (5) a certified copy of resolutions of the board of directors of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each authorizing the execution of the Consenting StakeholdersLoan Documents, together with an incumbency certificate executed by the corporate secretary of the Company; (ii6) each a certified copy of Seadrill, NADL, and Sevan shall have provided to counsel to each resolutions of the Consenting Stakeholders a copy board of directors of each Guarantor authorizing the execution of the resolutionsGuaranty, minutes, or written consents together with an incumbency certificate executed by the corporate secretary of its board of directors, board of managers, or such similar governing body (A) approving the terms of this Agreement and (B) authorizing a specified person or persons to execute this Agreement on its behalfeach Guarantor; (iii7) a Borrowing Base Certificate calculated as of May 31, 2001 and a Compliance Certificate calculated as of March 31, 2001, -79- showing the following parties shall have executed and delivered counterpart signature pages of this Agreement Company to counsel to each be in compliance with the Agreement. (8) the consummation of the Consenting Stakeholders and counsel to merger of Schuler Residential, Inc. into the Company Parties: (A) the Commitment Parties; (B) SFL; and (C) the Seadrill ECAson a tax xxxx exchange basis following receipt of a favorable IRS private letter ruling; (iv9) receipt by the CoCom Extension Letter shall have been executed and become effective according to its termsCompany of at least $250,000,000 in gross proceeds from the issuance of the Senior Notes; (v10) receipt by the conditions to Company of at least $150,000,000 in gross proceeds from the occurrence issuance of the Investment Agreement Effective Date shall have been satisfied (other than the occurrence of the Agreement Effective Date)Senior Subordinated Notes; (vi11) no injunction or threaten material legal action against the Non-Consolidated Entity Amendments shall have occurred and become effective according to their termsCompany or its Subsidiaries has occurred; (vii12) holders of at least two thirds of no material adverse change in the aggregate outstanding principal amount of Credit Agreement Claims under each individual Credit Facility shall have executed and delivered counterpart signature pages of this Agreement condition, financial or signature pages to a Joinder (as applicable) to counsel to the Company Parties (who shall promptly provide copies of such signature pages (with the Company Claims/Interests redacted) to counsel to each of the Consenting Stakeholders; providedotherwise, however, that the requirement in this Section 2(a)(vii) may be waived by written agreement of the Company Parties, the Required Commitment Parties, and the CoComor its Subsidiaries has occurred; (viii13) holders of at least 40% of the aggregate outstanding principal amount of Unsecured Note Claims shall have executed and delivered counterpart signature pages of this Agreement or signature pages to a Joinder (as applicable) to counsel to evidence that all amounts owing by the Company Parties to FNB and each of FHB under the other Consenting Stakeholders; provided, however, that existing credit agreements between the requirement parties have been paid in this Section 2(a)(viii) may be waived by written agreement full and all liens on the assets of the Company Parties, the Required Commitment Parties, and the CoComhave been released; and (ix14) counsel to Seadrill such other agreements, instruments and documents as any Bank shall reasonably request. (2) The Agent shall have given notice received evidence satisfactory to the Agent and legal counsel to the Consenting Stakeholders in the manner set forth in Section 15.10 hereof Agent that the other conditions to Company and each Guarantor has been duly incorporated, validly exist and are in good standing under the Agreement Effective Date set forth in this Section 2(a) have occurred. (b) On the date upon which holders of at least two thirds laws of the outstanding principal amount State of Credit Agreement Claims under their incorporation are duly qualified to do business as, and are in good standing as, a Credit Facility foreign corporation in each jurisdiction in which the conduct of their business or the ownership or leasing of their properties makes such qualification necessary, and have executed all requisite power and delivered counterpart signature pages of authority to conduct their business and to own and lease their properties. In no event may the Company claim or contend that this Agreement or signature pages to a Joinder (as applicable) to counsel to has not become effective following the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the Consenting Lenders under such Credit Facility hereby direct and authorize the applicable Agent to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement and in all cases such actions and responsibilities first disbursement of such Agent shall be subject to the protections applicable to such Agent under the applicable Credit Agreement and by entering into this Agreement, the Consenting Lenders party to such Credit Agreement acknowledge and confirm that such protections apply to any actions which such Agent may be required to take upon becoming a party to this AgreementLoan proceeds hereunder. (c) On the date upon which holders of at least two thirds of the outstanding principal amount of Unsecured Note Claims under the USD Indenture and/or the NOK/SEK Bond Agreement have executed and delivered counterpart signature pages to this Agreement or signature pages to a Joinder (as applicable) to counsel to the Company Parties, automatically and without the need for any further instruction under any applicable Finance Document, the applicable Consenting Noteholders under such USD Indenture or NOK/SEK Bond Agreement hereby direct and authorize the applicable Trustee to (A) promptly execute a Joinder to become a party to this Agreement and (B) perform its obligations under this Agreement in all cases the actions and responsibilities of such Trustee to be subject to the protections applicable to such Trustee under the USD Indentures or NOK/SEK Bond Agreement and by entering into this Agreement, the Consenting Noteholders party to such USD Indenture or NOK/SEK Bond Agreement acknowledge and confirm that such protections apply to any actions which such Trustee may be required to take upon becoming a party to this Agreement.