ASSIGNMENT AND BILL OF SALEAssignment and Bill of Sale • August 5th, 2014 • Transocean Partners LLC • Oil & gas field exploration services • Texas
THIS ASSIGNMENT AND BILL OF SALE (this “Agreement”) is executed as of the 1st day of August, 2014, by Transocean Offshore Deepwater Drilling Inc., a Delaware corporation (“Seller”).
MASTER SERVICES AGREEMENT dated as of August 5, 2014 by and among TRANSOCEAN PARTNERS HOLDINGS LIMITED and TRANSOCEAN PARTNERS LLC, and CERTAIN SUBSIDIARIES OF TRANSOCEAN PARTNERS LLCMaster Services Agreement • August 5th, 2014 • Transocean Partners LLC • Oil & gas field exploration services • Texas
THIS MASTER SERVICES AGREEMENT (the “Agreement”), entered into on August 5, 2014 (the “Effective Date”), is made by and among Transocean Partners Holdings Limited, a Cayman Islands exempted company (together with its Affiliates and subsidiaries set forth on Exhibit A, “Provider”), Transocean Partners LLC, a Marshall Islands limited liability company (the “Company”), the holding company subsidiaries of the Company which are signatories to this Agreement (each a “Company Holding Subsidiary”) and the rig-owning and operating subsidiaries of the Company which are signatories to this Agreement (each rig owning company a “Company Rig Owning Subsidiary” and each operating company a “Company Operating Subsidiary”). The Company Holding Subsidiaries, the Company Rig Owning Subsidiaries and the Company Operating Subsidiaries are collectively referred to as the “Company Subsidiaries”, and the Company Subsidiaries and the Company are collectively referred to as the “Company Group”. Provider, the Co
INDEMNITY AGREEMENTIndemnity Agreement • August 5th, 2014 • Transocean Partners LLC • Oil & gas field exploration services
This Indemnity Agreement (this “Agreement”) is made by and between , a company (the “Company”), and (the “Indemnitee”), an “Agent” (as hereinafter defined) of the Company.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • August 5th, 2014 • Transocean Partners LLC • Oil & gas field exploration services • Texas
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of July 29, 2014 (this “Agreement”), is by and between TRANSOCEAN PARTNERS HOLDINGS LIMITED, a Cayman Islands exempted company (“TPHL”), and TRANSOCEAN PARTNERS LLC, a Marshall Islands limited liability company (the “Company”) (each, a “Party” and collectively, the “Parties”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRANSOCEAN PARTNERS LLCLimited Liability Company Agreement • August 5th, 2014 • Transocean Partners LLC • Oil & gas field exploration services • Marshall Islands
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRANSOCEAN PARTNERS LLC, dated as of July 29, 2014, is entered into by Transocean Partners Holdings Limited, a Cayman Islands exempted company, together with any other Persons who become Members in the Company or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:
OMNIBUS AGREEMENT AMONG TRANSOCEAN LTD., TRANSOCEAN INC., TRANSOCEAN PARTNERS HOLDINGS LIMITED, TRANSOCEAN PARTNERS LLC, TRITON RIGP DCL HOLDING LIMITED, TRITON RIGP DIN HOLDING LIMITED, TRITON RIGP DD3 HOLDING LIMITED, TRITON RIGP DCL HOLDCO LIMITED,...Omnibus Agreement • August 5th, 2014 • Transocean Partners LLC • Oil & gas field exploration services • Texas
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Transocean Ltd., a Swiss corporation (“Transocean”), Transocean Inc., a Cayman Islands exempted company (“Transocean Inc.”), Transocean Partners Holdings Limited, a Cayman Islands exempted company (“TPHL”), Transocean Partners LLC, a Marshall Islands limited liability company (the “Company”), Triton RIGP DCL Holding Limited, a Cayman Islands exempted company (“DCL Intermediate OwnCo”), Triton RIGP DIN Holding Limited, a Cayman Islands exempted company (“DIN Intermediate OwnCo”), Triton RIGP DD3 Holding Limited, a Cayman Islands exempted company (“DD3 Intermediate OwnCo” and, together with DCL Intermediate OwnCo and DIN Intermediate OwnCo, the “Intermediate OwnCos”), Triton RIGP DCL Holdco Limited, a company organized under the laws of England and Wales (“DCL OwnCo”), Triton RIGP DIN Holdco Limited, a company organized under the laws of England and Wales (“DIN OwnCo”), and Triton
AGREEMENT AND PLAN OF MERGER among TRANSOCEAN LTD., TRANSOCEAN PARTNERS HOLDINGS LIMITED, TPHL HOLDINGS LLC and TRANSOCEAN PARTNERS LLC Dated as of July 31, 2016Agreement and Plan of Merger • August 1st, 2016 • Transocean Partners LLC • Drilling oil & gas wells • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 31, 2016, is by and among Transocean Ltd., a Swiss corporation (“Parent”), Transocean Partners LLC, a Marshall Islands limited liability company (“Company”), Transocean Partners Holdings Limited, a Cayman Islands exempted company and an indirect, wholly owned subsidiary of Parent (“Holdings”), and TPHL Holdings LLC, a Marshall Islands limited liability company and a direct, wholly owned subsidiary of Holdings (“Merger Sub”).
17,500,000 Common Units TRANSOCEAN PARTNERS LLC COMMON UNITS REPRESENTING LIMITED LIABILITY COMPANY INTERESTS UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 2014 • Transocean Partners LLC • Oil & gas field exploration services • New York
• Drilling Contract Amended and Restated Effective September 15, 2006 between Chevron U.S.A. Inc. and Transocean Offshore Deepwater Drilling Inc. Utilizing the “Discoverer Clear Leader” dated as of February 27, 2006
CREDIT AGREEMENT Dated as of August 5, 2014, Among TRANSOCEAN PARTNERS LLC, as Borrower, and TRANSOCEAN FINANCING GMBH, as LendersCredit Agreement • August 5th, 2014 • Transocean Partners LLC • Oil & gas field exploration services • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of August 5, 2014, between TRANSOCEAN PARTNERS LLC (the “Borrower”), a Marshall Islands limited liability company, and TRANSOCEAN FINANCING GMBH, a Swiss limited liability company (the “Lenders”).
SUPPORT AGREEMENT between Transocean Services AMA JLT and Transocean Partners LLC Dated as of August 5, 2014Support Agreement • August 5th, 2014 • Transocean Partners LLC • Oil & gas field exploration services • England
Transocean Services AMA JLT, a company organized in the Dubai Multi Commodities Centre free zone, Dubai, United Arab Emirates (“TSAMA”), and
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 21st, 2016 • Transocean Partners LLC • Drilling oil & gas wells
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of November 21, 2016, to the Agreement and Plan of Merger, dated as of July 31, 2016 (the “Original Agreement”), is by and among Transocean Ltd., a Swiss corporation (“Parent”), Transocean Partners LLC, a Marshall Islands limited liability company (“Company”), Transocean Partners Holdings Limited, a Cayman Islands exempted company and an indirect, wholly owned subsidiary of Parent (“Holdings”), and TPHL Holdings LLC, a Marshall Islands limited liability company and a direct, wholly owned subsidiary of Holdings (“Merger Sub”).
CUSTOMER RECEIVABLES GUARANTYCustomer Receivables Guaranty • July 14th, 2014 • Transocean Partners LLC • Oil & gas field exploration services • New York
This CUSTOMER RECEIVABLES GUARANTY, dated as of [ ] 2014 (this “Guaranty”), by TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC., a Delaware corporation (the “Guarantor”), in favor of [NAME OF OPERATING COMPANY], a [Delaware limited liability company] (the “Beneficiary”).1
SECONDMENT AGREEMENTSecondment Agreement • August 5th, 2014 • Transocean Partners LLC • Oil & gas field exploration services • England and Wales
THIS SECONDMENT AGREEMENT (this “Agreement”), dated as of the 5th day of August, 2014, is by and among GlobalSantaFe Offshore Services Inc., a Cayman Islands exempted company (“GSFOS”), Transocean International Resources Limited, a Brittish Virgin Islands company (“TIRL”), Transocean Deepwater Inc., a Delaware corporation (“TDI” and together with GSFOS and TIRL, “Transocean”), and Transocean Partners LLC, a Marshall Islands limited liability company (the “Company”).
SECONDMENT AGREEMENTSecondment Agreement • July 14th, 2014 • Transocean Partners LLC • Oil & gas field exploration services • London
THIS SECONDMENT AGREEMENT (this “Agreement”), dated as of the day of , 2014, is by and between [Transocean Entity] (“Transocean”) and [Transocean Partners Entity] (the “Company”).
SECONDMENT AGREEMENT FIRST AMENDMENTSecondment Agreement First Amendment • August 6th, 2015 • Transocean Partners LLC • Drilling oil & gas wells
This Secondment Agreement First Amendment (the "First Amendment") is entered into this June 30, 2015 by and among GlobalSantaFe Offshore Services Inc., a Cayman Islands exempted company ("GSFOS"), Transocean International Resources, Limited, a British Virgin Islands company ("TIRL"), Transocean Deepwater Inc., a Delaware corporation ("TDI"), Transocean Offshore Deepwater Drilling Inc., a Delaware corporation ("TODDI" and together with GSFOS, TIRL and TDI, "Transocean"), and Transocean Partners LLC, a Marshall Islands limited liability company ("TPL"), Triton RIGP DCL Holdco Limited, a England & Wales private limited company ("TPDCLL"), Triton RIGP DD3 Holdco Limited, a England & Wales private limited company ("TPDD3L"), Triton RIGP DIN Holdco Limited, a England & Wales private limited company ("TPDINL"), Transocean RIGP DCL LLC, a Delaware corporation ("TPDCL"), Transocean RIGP DD3 LLC, a Delaware corporation ("TPDD3") and Transocean RIGP DIN LLC, a Delaware corporation ("TPDIN" and to
