westpolarisfacility






                                                                                                                     Seadrill Partners LLC                                                        2nd Floor, Building 11  DNB Bank ASA                                                        566 Chiswick Business Park  Dronning Eufemias gate 30                             London  0190 Oslo                                             W4 5YS  email:agentdesk@dnb.no  Att.: Credit Admin. Shipping                                                                                                                                29 August 2019    US$ 420,000,000 LOAN FACILITY AGREEMENT (THE “LOAN AGREEMENT”) ORIGINALLY DATED 28  DECEMBER 2012 (AS AMENDED AND RESTATED FROM TIME TO TIME)  We write to you in your capacity as Agent under the Loan Agreement referred to above. Capitalised  terms used but not defined herein shall have the same meaning given to them in the Loan Agreement.  1. Background  (a) Seadrill Partners has been listed on the New York Stock Exchange’s NYSE board since its inception     in  2012.  We  recently  regained  compliance  with  the  $1  minimum  share  price  requirement  by     executing a reverse unit split, and we are currently monitoring the other listing requirements of     the  NYSE  board  on  an  ongoing  basis  (in  particular  the  30-day  average  minimum  market     capitalization of $15 million).   (b) While  the  overall  equity  market  has  been  challenging recently,  it  has  been  especially  so  for     offshore drillers. In the case of Seadrill Partners, the unit price has decreased by approximately     90% since the beginning of 2019 and has been driven by both (i) the general pull back in the equity     markets and (ii) the reduction in unitholder distributions announced during 2019 – the latter of     which  reduces  distributions  to  unitholders  by  approximately  $55  million  per  year,  which  we     believe has been a large factor in the selloff of our units and the corresponding decrease in our     market capitalization. It is now possible that, absent a significant near-term recovery in our unit     price, Seadrill Partners’ market capitalisation will fall below the NYSE board’s 30-day minimum     market capitalization requirement in early September.  (c) We  intend  to  take  steps  to  maintain  a  listing  on  an  Exchange,  either  on  the  New  York  Stock     Exchange (NYSE or NYSE American) or the Oslo Stock Exchange (OSE or Oslo Axess). In the course     of our review, we have identified that the obligation to maintain a listing on an Exchange under     the Loan Agreement may, in itself, adversely impact our ability to obtain such a listing.  (d) Whether or not we are able to achieve a listing on another Exchange or maintain our current listing     will not impact the level of disclosure we continue to provide to our lending banks.  (e) We are therefore requesting the Amendment (as described below) in connection with the Loan     Agreement.   2. Request   (a) We hereby request the consent of the Required Majority, pursuant to Clause 34.3.1 (Required     consents) of the Loan Agreement, to amend the Loan Agreement (the "Amendment") by deleting     Clause 23.9 (Stock Exchange Listing) of the Loan Agreement in its entirety and replacing it with     “[reserved]”.  





 






(b) The Amendment will be effective from and including the date of the Agent's countersignature to     this  letter,  confirming  that  the  Required  Majority  have  consented  to  the  Amendment  (the     "Effective Time").  (c) For the avoidance of doubt, from and including the Effective Time there shall be no Default or     Event of Default under Clause 25.3 (Other Obligations) as a result of non-compliance with Clause     23.9 (Stock Exchange Listing) of the Loan Agreement.  3. Process and timing  (a) We  request  the  Lenders  to  provide  their  irrevocable  and  unconditional  consent  to  the     Amendment by  no  later  than  5  p.m.  (London  time)  on 12 September  2019  (the  "Consent     Deadline")  to  the  Agent  at Agentdesk@dnb.no,  Florianne.Robin@dnb.no and     Christian.Soiland@dnb.no.   (b) We request the Agent to promptly share this letter with the Lenders and to confirm to us, from     time to time, the name of each Lender (i) who has consented to the Amendment; (ii) who has     confirmed  it  does  not  consent  to  the Amendment; and  (iii)  who  has  failed to  respond  to this     request.  (c) Paragraph (c) of Clause 34.3.2 (Exceptions) of the Loan Agreement shall apply to this Letter.   4. Miscellaneous     This letter may be executed in counterparts each of which, when taken together, shall constitute     one and the same agreement. With effect from the date of the Agent's countersignature to this     letter, confirming that the Required Majority have consented to the Amendment, we and the     Agent agree that this letter shall be designated as a Finance Document. Each consenting Lender     agrees that any such consent given in connection with this letter is irrevocable and unconditional     and  shall  be  binding  on  its  assignees  and  transferees.  We  reserve  the  right  to  withdraw,     supplement, amend, extend or revise the Amendment or any of the other requests or matters set     out in this letter at any time. The provisions of Clause 32 (Notices) and Clause 35 (Governing law     and Enforcement) of the Loan Agreement shall be incorporated into this letter as if set out in full     in this letter and as if references in those clauses to "this Agreement", the "Finance Documents"     and "a Finance Document", respectively, are references to this letter.                           





 






Yours faithfully  Seadrill Partners LLC, as Parent and as agent on behalf of the Obligors    _____________________________  Name: John T. Roche  Title: Chief Executive Officer                             





 






The Agent   We hereby confirm the consent of the Required Majority to the Amendment and the other matters  set out in this letter.    DNB Bank ASA    _____________________________  Name:  Title: