| 4 Ensco Deepwater USA II LLC - LLC Agreement 11. Allocation of Profits and Losses The Company's profits and losses shall be allocated 100% to the Member. 12. Distributions Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Board. Such distributions shall be made 100% to the Member. 13. Admission of Additional Members One (1) or more additional members of the Company may be admitted to the Company with the consent of the Member, subject to the execution by all members of the Company of an amended and restated operating agreement of the Company that provides for multiple members and such other provisions concerning the Company as agreed to by all such members. 14. Liability of the Managers, Officers and Member: Exculpation: Indemnification. (a) Except as otherwise expressly provided in this Agreement, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and no Manager, Officer or Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Manager or Officer or Member. (b) No Manager or Officer shall be liable to the Company or any Member for any loss, damage, claim, liability, demand, action, suit, proceeding or right of action incurred by reason of any act or omission performed or omitted by such Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Manager of Officer by this Agreement or the Board. (c) To the fullest extent permitted by applicable law, each Manager and Officer (each, a "Covered Person") shall be entitled to indemnification from the Company for any loss, damage, claim, liability, demand, action, suit, proceeding or right of action (collectively, "Damages") incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person provided, that: (i) any such action or omission was undertaken or omitted in good faith on behalf of the Company and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, (ii) any such action or omission was reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, and (iii) with respect to any criminal action or proceeding, such Covered Person had no reasonable cause to believe his or her action or omission was unlawful, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim or other Damages incurred by such Covered Person by reason of such Covered Person's fraud, gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 14(c) shall be provided out of and to the extent of Company assets only. |