-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ORDEhdUc0VM9f9xYLMTcw29XBlausCEmUCc+hBVHS0m6PiwalidJgkfkjWUsgv3E uN04xF8fcFEVU68ht9bBtw== 0000919574-09-015823.txt : 20091026 0000919574-09-015823.hdr.sgml : 20091026 20091026160624 ACCESSION NUMBER: 0000919574-09-015823 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091026 DATE AS OF CHANGE: 20091026 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIDE INTERNATIONAL INC CENTRAL INDEX KEY: 0000833081 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 760069030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39745 FILM NUMBER: 091137008 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137891400 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: PRIDE PETROLEUM SERVICES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SeaDrill LTD CENTRAL INDEX KEY: 0001351413 IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PAR-LA-VILLE PLACE, 14 PAR-LA-VILLE ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 BUSINESS PHONE: 14412956935 MAIL ADDRESS: STREET 1: PAR-LA-VILLE PLACE, 14 PAR-LA-VILLE ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 SC 13D/A 1 d1039081_13d-a.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 4 Pride International, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 74153Q102 - -------------------------------------------------------------------------------- (CUSIP Number) Seadrill Limited P.O. Box HM 1593 Par-la-Ville Place, 4th Floor 14 Par-la-Ville Road Hamilton HM 08 Bermuda (441)295-6935 With a copy to: Gary J. Wolfe, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574-1200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 12, 2009 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 74153Q102 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seadrill Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 16,500,000 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 16,500,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,500,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% 14. TYPE OF REPORTING PERSON CO CUSIP NO. 74153Q102 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hemen Holding Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cyprus NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 16,500,000 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 16,500,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,500,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% 14. TYPE OF REPORTING PERSON CO CUSIP NO. 74153Q102 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John Fredriksen 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 16,500,000* 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 16,500,000* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,500,000* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% 14. TYPE OF REPORTING PERSON IN - ---------- * Mr. Fredriksen may be deemed to beneficially own 16,500,000 shares of common stock, par value $0.01 per share (the "Common Shares"), of Pride International Inc. (the "Issuer") through his indirect influence over Hemen Holding Limited ("Hemen"), the shares of which are held in a trust (the "Trust"). The beneficiaries of the Trust are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 16,500,000 Common Shares except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 16,500,000 Common Shares. CUSIP NO. 74153Q102 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON C.K. Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 16,500,000* 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 16,500,000* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,500,000* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% 14. TYPE OF REPORTING PERSON CO - ---------- * Mr. Fredriksen may be deemed to beneficially own 16,500,000 Common Shares through his indirect influence over Hemen, the shares of which are held in the Trust. The beneficiaries of the Trust are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of 16,500,000 Common Shares except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 16,500,000 Common Shares. CUSIP NO. 74153Q102 Explanatory Note The purpose of this Amendment No. 4 to the Schedule 13D is to report that on October 12, 2009, Seadrill Limited ("Seadrill") amended its forward contract with DnB NOR Bank ASA (the "DnB") dated September 1, 2009. In addition, on October 12 2009, Seadrill also terminated its forward contact with Nordea Bank Finland Plc ("Nordea") dated August 26, 2009 and, on the same day, entered into a new forward contract with Nordea. Please see Item 6 herein for a discussion of Seadrill's two forward contracts. - -------------------------------------------------------------------------------- Item 1. Security and Issuer NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON SEPTEMBER 21, 2009. - -------------------------------------------------------------------------------- Item 2. Identity and Background NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON SEPTEMBER 21, 2009. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration The source of funds for the purchases of 200,000 Common Shares held in the account of Seadrill was $6,967,840, representing working capital of Seadrill. On October 12, 2009, Seadrill amended its forward contract with DnB dated September 1, 2009 whereby Seadrill agreed to purchase 8,070,800 Common Shares from DnB on December 2, 2009 for a purchase price of 212,859,279.20. On the same day, Seadrill entered into a new forward contract with Nordea whereby Seadrill agreed to purchase 8,229,200 Common Shares from Nordea on November 30, 2009 for a purchase price of $205,766,208.48. Please see Item 6 herein for a discussion of Seadrill's two forward contracts. None of the other persons named in response to Item 2 hold any Common Shares in their accounts. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON SEPTEMBER 21, 2009. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON SEPTEMBER 21, 2009. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On October 12, 2009, Seadrill amended its forward contract with DnB dated September 1, 2009, which was described in Seadrill's Schedule 13D/A filed with the Securities and Exchange Commission (the "Commission") on September 3, 2009. Under the amended forward contract which is attached hereto as Exhibit B, Seadrill agreed to purchase 8,070,800 Common Shares from DnB on December 2, 2009 for a purchase price of 212,859,279.20. On October 12, 2009, Seadrill also terminated its forward contract with Nordea dated August 26, 2009, which was described in Seadrill's Schedule 13D/A filed with the Commission on September 3, 2009. On the same day, Seadrill entered into a new forward contract with Nordea which is attached hereto as Exhibit C, whereby Seadrill agreed to purchase 8,229,200 Common Shares from Nordea on November 30, 2009 for a purchase price of $205,766,208.48. Other than the two forward contracts described in this Item 6, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 with respect to any securities of the Issuer. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits Exhibit A - Joint Filing Undertaking. Exhibit B - DnB NOR Bank ASA Forward Contract dated October 12, 2009. Exhibit C - Nordea Bank Finland Plc Forward Contract dated October 12, 2009. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: October 26, 2009 SEADRILL LIMITED By: /s/ Alf C. Thorkildsen ------------------------ Name: Alf C. Thorkildsen Title: Principal Executive Officer HEMEN HOLDING LIMITED By: /s/ Demetrios Antoniou Hannas ----------------------------- Name: Demetrios Antoniou Hannas Title: Director JOHN FREDRIKSEN By: /s/ John Fredriksen* ------------------- Name: John Fredriksen C.K. Limited By: /s/ Demetrios Antoniou Hannas ----------------------------- Name: Demetrios Antoniou Hannas Title: Director * The Reporting Person disclaims beneficial ownership in the shares reported herein except to the extent of his voting and dispositive interests therein. In addition, the Reporting Person has no pecuniary interest in the shares reported herein. EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby executes this agreement as an exhibit to this Schedule 13D/A with respect to the shares of common stock of Pride International, Inc. to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D/A jointly on behalf of each such party. Dated: October 26, 2009 SEADRILL LIMITED By: /s/ Alf C. Thorkildsen ------------------------ Name: Alf C. Thorkildsen Title: Principal Executive Officer HEMEN HOLDING LIMITED By: /s/ Demetrios Antoniou Hannas ------------------------------ Name: Demetrios Antoniou Hannas Title: Director JOHN FREDRIKSEN By: /s/ John Fredriksen ------------------- Name: John Fredriksen C.K. Limited By: /s/ Demetrios Antoniou Hannas ----------------------------- Name: Demetrios Antoniou Hannas Title: Director Exhibit B DnB NOR Bank ASA Forward Contract dated October 12, 2009. SEADRILL LIMITED Attn: Are Fredhammer Fax: +47 51 30 96 88 OTC PHYSICALLY-SETTLED SHARE FORWARD TRANSACTION: Nordea Bank Finland, Plc 2747 Local Derivatives Operations FIN-00020 NORDEA FINLAND - -------------------------------------------------------------------------------- Dear Sirs / Madams: The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between Nordea Bank Finland Plc (Nordea) and SEADRILL LIMITED ("Counterparty") on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (the "Swap Definitions") and in the 2002 ISDA Equity Derivatives Definitions (the "Equity Definitions", and together with the Swap Definitions, the "Definitions"), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between either set of Definitions and this Confirmation, this Confirmation will govern. In the event of any inconsistency between this Confirmation and the Definitions or the Master Agreement, this Confirmation will govern References in the Swap Definitions to the term "Swap Transaction" shall be deemed to be references to the term "Transaction" for the purposes of this Confirmation. 1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement, as amended and supplemented from time to time (the "Agreement"), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. If we have not yet executed an ISDA Master Agreement, this Confirmation evidences a binding agreement between you and us as to the terms of the Transactions to which this Confirmation relates. In addition, you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement, with such modifications as you and we will in good faith agree. Upon the execution by you and us of such an agreement, this Confirmation will supplement, form a part of, and be subject to that agreement. All provisions contained in or incorporated by reference in that agreement upon its execution will govern this Confirmation except as expressly modified below. Until we execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a "Confirmation") confirming transactions (each a "Transaction") entered into between us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreement in such form (but without any Schedule except for the election of English law as the governing law) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Option Agreement. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: General Terms: Nordea reference: 20612324 Trade Date: 12 Oct 09 Trade Time: 15:54 CET Effective Date: 15 Oct 09 Seller: Nordea Buyer: Counterparty Shares: PRIDE INTERNATIONAL INC ISIN: US74153Q1022 Number of Shares: 8.229.200 Forward Price: USD 25,0044 Exchange: NEW YORK STOCK EXCHANGE Related Exchange(s): NYSE Valuation: Valuation Time: The Scheduled Closing Time on the relevant Exchange on the relevant Valuation Date. Valuation Date: 27 Nov 09 Averaging Dates: Not Applicable Averaging Date Disruption: Not Applicable Relevant Price: In case of Index underlying: The level of Index determined by the Calculation Agent as of the Valuation Time on the Valuation Date. In case of Share underlying: The price per share determined by the Calculation Agent as of the Valuation Time on the Valuation Date. Settlement Terms: Physical Settlement: Applicable Settlement Date: Three (3) Business Days after the Valuation Date Settlement Currency: USD Settlement Price: The Forward Price Business Days for Payments: Washington Early Exercise: Applicable for Counterparty on any Schedule Trading Day until Valuation Date (Early Exercise Date). The Early Exercise Date will then be the Valuation Date. Share Adjustments Method of Adjustments: Calculation Agent Adjustment Extraordinary Events: Consequences of Merger Events: Share for Share: Modified Calculation Agent Adjustment Share for Other: Modified Calculation Agent Adjustment Share for Combined: Modified Calculation Agent Adjustment Determining Party: Nordea Tender Offer: Applicable Consequences of Tender Offers: Share for Share: Modified Calculation Agent Adjustment Share for Other: Modified Calculation Agent Adjustment Share for Combined: Modified Calculation Agent Adjustment Determining Party: Nordea Composition of Combined Consideration: Not Applicable Nationalization, Insolvency or Cancellation and Payment Delisting: (Calculation Agent Determination) Determining Party: Nordea Additional Disruption Events: Change in Law: Applicable Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Hedging Party: Nordea Increased Cost of Hedging: Applicable Hedging Party: Nordea Loss of Stock Borrow: Not Applicable Hedging Party: Nordea Increased Cost of Stock Borrow: Not Applicable Determining Party: Nordea Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable 3. Calculation Agent: Nordea 4. Account Details: Account for payments to Nordea: JPMORGAN CHASE BANK NEW YORK, CHASUS33XXX In favour of NORDEA BANK NORGE ASA NDEANOKKXXX Account for payments to FOKUS BANK, DABANO22XXX Counterpart: NO8981011598242 In favour of SEADRILL LIMITED 5. Offices: (a) The Office of Nordea Bank Finland Plc for the Transaction is Helsinki; and (b) The office of Counterpart for the Transaction is Stavanger 6. Transfer: Notwithstanding anything in the Confirmation or the Agreement, Nordea may assign its rights and obligations under this Transaction, in whole and not in part, to any affiliate of Nordea effective upon delivery to Counterpart of a written notification thereof. 7. Governing Law: English Law Contact information relating to Nordea Settlement: Nordea Bank Finland Plc 2747 Local Derivatives Operations Aleksis Kiven katu 9 F1N-00020 Nordea fax. +358 9 165 59311 tel. + 358 9 165 59832 Legal: Nordea Bank Finland Plc 2948 Debt and Structured Finance Legal, Aleksis Kiven katu 3-5 FIN-00020 Nordea fax. + 358 9 627 956 tel. + 358 9 165 59316 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us or by sending to us a letter or telex substantially similar to this letter, which letter or telex sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms. Yours sincerely, Nordea Bank Finland Plc /s/ Bo Havresoe /s/ Mette Ersking ---------------------------- --------------------------- Name: Bo Havresoe Name: Mette Ersking Title: Head of Control & Listed Title: Head of Global Derivatives Derivatives DK Operations Confirmed as of the date first above written: SEADRILL LIMITED /s/ Harald Grosfjeld ---------------------------- --------------------------- Name: Harald Grosfjeld Name: Title: Vice President Seadrill Title: Management AS Exhibit C Nordea Bank Finland Plc Forward Contract dated October 15, 2009. DnB NOR - -------------------------------------------------------------------------------- Markets Seadrill Ltd C/O Seadrill Management AS Postboks 110 N-4001 Stavanger Oslo, 13.10.2009 Amendment Agreement - CONTRACT FOR THE PURCHASE OF AD- HOC FORWARD The purpose of this amendment agreement (this "Confirmation") is to confirm the terms and conditions of the Amendment Agreement entered into between Seadrill Ltd. ("The Buyer") and Dna NOR Bank ASA ("The Seller") on October 12, 2009 (the "Amendment Agreement"). This Contract is an agreement to amend the terms of the attached contract dated 01.09.2009 (the "Original Contract"). The "Amended Contract" includes the terms of the Original Contract with the adjustments specified below. The following amendments are agreed regarding the Original Contract: Forward price per Share: USD 26.374 Total Purchase Price: USD 212,859,279.20 Settlement Date: December 2nd, 2009 All other terms of the Original Contract is valid for the Amended Contract. The terms regarding "Relationship Between Parties" is valid for both the Amendment Agreement ancl the Amended Contract. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us at your earliest convenience to: Dna NOR Bank ASA Dna NOR Markets KSC P.O. Box 7100 N-5020 BERGEN Yours sincerely, Confirmed as of the date above for DnB NOR Bank ASA written for Seadrill Limited Nordea Bank Finland Plc /s/ Kjell Arne Bergene /s/ Trond Brandsrud ---------------------------- --------------------------- Name: Kjell Arne Bergene Name: Trond Brandsrud Title: Documentation Officer Title: CFO Seadrill Management AS SK 25542 0002 1039081 v2 -----END PRIVACY-ENHANCED MESSAGE-----