SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 6
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)
January 11, 2010
--------------------------------------------------------------------------------
(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
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
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 trusts (the "Trusts"). The
beneficiaries of the Trusts 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
----------
CUSIP NO. 74153Q102
Explanatory Note
The purpose of this Amendment No. 6 to the Schedule 13D is to report that on
January 11, 2010, Seadrill Limited ("Seadrill") terminated its two forward
contracts with DnB NOR Bank ASA (the "DnB") and Nordea Bank Finland Plc
("Nordea") each dated November 27, 2009. On the same day, Seadrill entered into
a new forward contract with each of DnB and 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 3, 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 January 11, 2010, Seadrill entered into a new forward contract with DnB
whereby Seadrill agreed to purchase 8,070,800 Common Shares from DnB on March 1,
2010 for a purchase price of 213,811,633.60. 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 March 1, 2010 for a purchase price of
$206,784,983.44. 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 JUNE 1, 2009.
Item 5. Interest in Securities of the Issuer
---------------------------------------------
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON December 8, 2009.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On January 11, 2010, Seadrill terminated its forward contract with DnB dated
November 27, 2009, which was described in Seadrill's Schedule 13D/A filed with
the Securities and Exchange Commission (the "Commission") on December 8, 2009.
On the same day, Seadrill entered into a new forward contract with DnB, which is
attached hereto as Exhibit B, whereby Seadrill agreed to purchase 8,070,800
Common Shares from DnB on March 1, 2010 for a purchase price of 213,811,633.60.
On January 11, 2010, Seadrill also terminated its forward contract with Nordea
dated November 27, 2009, which was described in Seadrill's Schedule 13D/A filed
with the Commission on December 8, 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 March
1, 2010 for a purchase price of $206,784,983.44.
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 January 11, 2010.
Exhibit C - Nordea Bank Finland Plc Forward Contract dated January 11, 2010.
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: January 22, 2010
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: January 22, 2010
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 January 11, 2010.
DnB NOR
Markets
--------------------------------------------------------------------------------
Seadrill Ltd
C/O Seadrill Management AS
P.0. Box 110
N-4001 STAVANGER
Bergen, 11.01.2010
Confirmation
CONTRACT
FOR
THE PURCHASE OF
AD-HOC FORWARD
The purpose of this agreement (this "Confirmation") is to confirm the terms and
conditions of the Contract
entered into between
Seadrill Ltd ("The Buyer")
and DnB NOR Bank ASA ("The
Seller") on the Trade Date
specified below (the
"Contract").
The terms of the Contract to which this Confirmation relates are as follows:
Trade date: January 11th 2010
Time: CET 11:35
Buyer: Seadrill Limited
Buyers number/safe acc: 000102511012
Deposit account pledged as 1250.04.00410
collateral:
Seller: DnB NOR Bank ASA - DnB NOR Markets
Sellers settlement account no.: 000102511012
Underlying Shares : PRIDE INTL INC (PDE)
Number of Shares: 8,070,800
Forward price per Share: USD 26.492
Total Purchase Price: USD 213,811,633.60
Transaction type: Forward with delivery of the Shares.
The forward contract cannot generally be
traded. It may only be sold pursuant to a
separate agreement with DnB NOR Bank ASA .
Closing trade: A closing trade may be executed, but only
at the Total Purchase Price.
Settlement Date: March 01st 2010
Settlement: On the Settlement Date the Seller shall
deliver the Shares upon the Buyer's
payment of the Total Purchase Price. The
delivery shall be deemed to be on time if
the Shares are available on the deposit
account specified above on or before the
Settlement Date. Payment shall be deemed
to be on time if the Total Purchase Price
is available on the Seller's settlement
account as specified above on or before
the Settlement Date. Timely delivery is
conditional on the Buyer's timely payment.
In the event that the underlying Share is
suspended from quotation on the stock
exchange, the contract may be completed if
it was entered into before the date of
suspension, cfr. article 9-4 of the
Norwegian Securities Trading Act.
The Buyer hereby authorises DnB NOR
Markets to debit the Total Purchase Price
from the Buyer's bank account in DnB NOR
Bank ASA, or another bank, or to instruct
another bank to debit the Buyer's bank
account in that bank for said amount on
the Settlement Date.
Dividend: If any dividend is paid on the Share in
the time between the Trade Date and the
Settlement Date to DnB NOR Markets, such
dividend shall accrue to the Buyer. The
dividend shall then be credited the
Buyer's bank account.
Collateral: DnB NOR Markets shall at all times ensure
that it has satisfactory collateral for
the due performance of the Buyer's
obligations, cfr. article 9-5 of the
Norwegian Securities Trading Act. The
collateral shall be furnished in the form
of a cash deposit and the Buyer must sign
a declaration of pledge. The amount of
the collateral shall at all time meet DnB
NOR Markets' requirements.
Upon entry into the contract the
collateral shall comprise 20% of the Total
Purchase Price. For the duration of the
Contract additional collateral shall be
furnished that corresponds to the
unrealised loss the forward contract
entails for the Buyer, calculated as the
Total Purchase Price minus the value of
the Underlying Shares, if such loss equals
more than 25% of the value of the
collateral pledged on entry into this
contact. The value of the Shares shall be
computed on the basis of the stock market
price or a value set by DnB NOR Markets as
Calculation Agent.
The Buyer shall furnish the required
additional collateral on the same day that
Buyer receives notice from DnB NOR Markets
that the current collateral is
insufficient. If such additional
collateral is not furnished that day, this
constitutes an event of Default and the
Buyer is entitilet to carry out such
measures as set out in this contract, cfr.
Default.
Address for Notices to the Buyer: Seadrill Limited
c/o Seadrill Management AS P. 0. Box 110
N-4001 STAVANGER
Attention: Harald Grosfjeld
E-mail: harald.grosfjeld@seadrill.com
Phone: +47 51 30 96 96
Fax: +47 51 30 96 88
Address for Notices to the Seller: DnB NOR Bank ASA
DnB NOR Markets KSC
P.0. Box 7100
N-5020 BERGEN
Attention: Securities Finance
Phone: +47 55 21 96 69
Fax: +47 56 12 87 80
To achieve additional collateral being
received the same day notice to Buyer will
be given by phone or fax. Fax shall be
deemed received when a confirmed
answerback is received at the end of the
transmission. However if a communication
is received after business hours on any
business day or on a day which is not a
business day in the place of receipt it
shall be deemed to be received and become
effective on the next business day in the
place of receipt.
Default: In the event of a default, including
failure on the part of the Buyer to
furnish necessary collateral by the
stipulated deadline, DnB NOR Markets,
without the necessity of initiating legal
or other proceedings, has the right to
use some or all of the pledged collateral
to cover secured claims.
If the realisation of the pledged
collateral does not cover the Total
Purchase Price, DnB NOR Markets is
entitled to sell Underlying Shares, for
the Buyer's account and risk, to cover the
Total Purchase Price. Such sales shall be
at the stock market price or another price
that is considered to be reasonable given
the market position set by DnB NOR Markets
as Calculation Agent.
The Buyer is liable for any outstanding,
uncovered portion of the Total Purchase
Price and is not limited to the balance on
the collateral account at the time in
question.
The Buyer is liable and shall indemnify
Seller for any loss, experience or
obligation of whatever kind incurred by
the Buyer as a direct or indirect
consequence of The Buyers Default.
Calculation Agent: DnB NOR Markets
Adjustments: In the event of changes in the share
capital or other special circumstances in
the company that issued the Underlying
Shares, this contract shall be adjusted
by DnB NOR Markets as Calculation Agent
in accordance with the rules for Trades
in Derivative Contracts on the Oslo Stock
Exchange and the rules for Clearing of
Trades in Derivative Contacts in VPS
Clearing ASA to the extent that this is
appropriate. The same applies in the
event that the Underlying shares have
been delisted on the Settlement Day.
Relationship Between Parties: Each party will be deemed
to represent to the other party on the
date on which it enters into a Contract
that (absent a written agreement between
the parties that expressly imposes
affirmative obligations to the contrary
for that Contract):
(a) Non-Reliance: It is acting for its own account, and it
has made its own independent decisions to
enter into that Contract and as to
whether that Contract is appropriate or
proper for it based upon its own
judgement and upon advice from such
advisers as it has deemed necessary. It
is not relying on any communication
(written or oral) of the other party as
investment advice or a recommendation to
enter into that Contract; it being
understood that information and
explanations related to the terms and
conditions of a Contract shall not be
considered investment advice or a
recommendation to enter into that
Contract. No communication (written or
oral) received from the other party shall
be deemed to be an assurance or guarantee
as to the expected results of that
Contract.
(b) Assessment and Understanding: It is capable of assessing the merits of
and understanding (on its own behalf or
through independent professional advice),
and understands and accepts, the terms,
conditions and risks of that Contract. It
is also capable of assuming, and assumes,
the risk of that Contract. The relevant
balance on the collateral account does
not constitute an upper limit for loss
the Buyer could incur and the Byers
liability for the Contract is not limited
to this amount.
(c) Status of the Parties: The other party is not acting as a
fiduciary for or an advisor to it in
respect of that Contract.
(d) Responsablity It is the responsibility of the Buyer to
comply with any reporting or disclosure
requirements or other obligations
according to laws and/or regulations as
they apply from time to time.
e) Governing Law: Any disputes under the Contract shall be
decided according to Norwegian law with
the Oslo municipal court as the agreed
court of venue.
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:
DnB NOR Bank ASA
DnB NOR Markets KSC
P. O. Box 7100 N-5020 BERGEN
Yours sincerely, Confirmed as of the date first above written:
for DnB NOR Bank ASA for Seadrill Limited
/s/ Mari Hordvik Eidheim /s/ Harald Groseseld
Name: Mari Hordvik Eidheim Name: Harald Groseseld
Title: Operational Officer Title: Vice President
/s/ Trond Olav 0vreas
Name: Trond Olav 0vreas
Title: Operational Officer
Exhibit C
Nordea Bank Finland Plc Forward Contract dated January 11, 2010.
Nordea [GRAPHIC OMITTED]
SEADRILL LIMITED
C/O SEADRILL MANAGEMENT AS
P.O BOX 110 + 358 9 165 59832 Tel
4001 Stavanger +358 9 165 59331 Fax
NO lpfl@nordea.com Mail
Attn: Are Fredhammer
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: 21673435
Trade Date: 11 Jan 10
Trade Time: 17:39 CET
Effective Date: 14 Jan 10
Seller: Nordea
Buyer: Counterparty
Shares: PRIDE INTERNATIONAL INC
ISIN: US74153Q1022
Number of Shares: 8.229.200
Forward Price: USD 25,1282
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: 24 Feb 10
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: New York
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
Delisting: Cancellation and Payment (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 Acknowledgements
Regarding Hedging Activities: Applicable
Additional Acknowledgements: 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
Counterpart: FOKUS BANK, DABAN022XXX
NO8981011598242
In favour of SEADRILL LIMITED
5. Offices:
(a) The Office of Nordea Bank Finland Ple 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
FIN-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 icons.
Yours sincerely,
Nordea Bank Finland Plc
/s/ Antti Tainio /s/ Tuomo Henriksson
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Name: Antti Tainio Name: Tuomo Henriksson
Title: Head of Local Title: Head of OTC Equity &
Derivatives Operations Interest Rate
Derivatives Settlements
Confirmed as of the date first above written:
SEADRILL LIMITED
/s/ Harald Gr0sfjeld
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Name: Harald Gr0sfjeld Name:
Title: Vice President Title:
Seadrill Management AS
SK 25542 0002 1064581 v2