FORM OF ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT between Seadrill Management AME Ltd and Seadrill Vencedor LtdTechnical and Administrative Services Agreement • October 5th, 2012 • Seadrill Partners LLC • Drilling oil & gas wells • England and Wales
THIS ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made as of the Effective Date set forth below.
LOAN AGREEMENTLoan Agreement • October 5th, 2012 • Seadrill Partners LLC • Drilling oil & gas wells
CONTRIBUTION AND SALE AGREEMENT SEADRILL PARTNERS LLC Dated as of [—], 2012Contribution and Sale Agreement • October 5th, 2012 • Seadrill Partners LLC • Drilling oil & gas wells • New York
This CONTRIBUTION AND SALE AGREEMENT (this “Agreement”), dated as of [—], 2012 is made by and among Seadrill Limited, a Bermuda exempted company (“Seadrill”), Seadrill Partners LLC, a Marshall Islands limited liability company (the “Company”), Seadrill Member LLC, a Marshall Islands limited liability company (the “Seadrill Member”), Seadrill Operating GP LLC, a Marshall Islands limited liability company (“OPCO GP”), Seadrill Operating LP, a Marshall Islands limited partnership (“Seadrill Operating”), Seadrill Capricorn Holdings LLC, a Marshall Islands limited liability company (“Seadrill Capricorn Holdings”), Seadrill Opco Sub LLC, a Marshall Islands limited liability company (“Seadrill Opco Sub”), Seadrill Americas Inc., a Texas corporation (“Seadrill Americas”), Seadrill Offshore AS, a Norwegian company (“Seadrill Offshore”), and Seadrill UK Ltd., a United Kingdom private limited company (“Seadrill UK”). The above-named entities are sometimes referred to in this Agreement each as a “
FORM OF MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 5th, 2012 • Seadrill Partners LLC • Drilling oil & gas wells
This MANAGEMENT SERVICES AGREEMENT (“Agreement”) entered into on October , 2012, between Seadrill UK Ltd. (“Company”) and Seadrill Partners LLC (“Customer”) and became effective on the Effective Date (as hereinafter defined).
FORM OF MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT between Seadrill Management AS and Seadrill Partners LLCManagement and Administrative Services Agreement • October 5th, 2012 • Seadrill Partners LLC • Drilling oil & gas wells
THIS MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is entered into on [—], 2012 and is effective as of the Effective Date set forth below.
FORM OF REVOLVING LOAN AGREEMENT dated as of [ ], 2012 between Seadrill Operating LP and Seadrill Capricorn Holdings LLC as Borrowers and Seadrill Limited as LenderRevolving Loan Agreement • October 5th, 2012 • Seadrill Partners LLC • Drilling oil & gas wells • New York
THIS REVOLVING LOAN AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2012 by and among Seadrill Limited, a Bermuda company (the “Lender”) and Seadrill Operating LP, a Marshall Islands limited partnership (“Seadrill Operating”), and Seadrill Capricorn Holdings LLC, a Marshall Islands limited liability company (“Seadrill Capricorn” together with Operating, the “Borrowers,” and each, a “Borrower”).
FORM OF USD 275,000,000 AMENDED AND RESTATED SENIOR SECURED TERM LOAN AND REVOLVING CREDIT FACILITY AGREEMENT originally dated 14 December 2011 amended and restated [—] September 2012 for Seadrill Limited as Borrower The subsidiaries of Seadrill...Credit Facility Agreement • October 5th, 2012 • Seadrill Partners LLC • Drilling oil & gas wells
THIS SENIOR SECURED TERM LOAN AND REVOLVING CREDIT FACILITY AGREEMENT originally dated 14 December 2011, as amended and restated [—] September 2012 is made between:
FORM OF AMENDED AND RESTATED COMMON TERMS AGREEMENT originally dated 14 December 2011 amended 13 March 2012 amended and restated [—] October 2012 between Seadrill Limited as Borrower under the Loan Agreement (as defined herein) The subsidiaries of...Common Terms Agreement • October 5th, 2012 • Seadrill Partners LLC • Drilling oil & gas wells
Reports on the Market Value of the Rig made as of December 2011, obtained in accordance with the terms of this Agreement and evidencing that the Market Value of Rig is:
SEADRILL PARTNERS LLC [—] Common Units Representing Limited Liability Company Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2012 • Seadrill Partners LLC • Drilling oil & gas wells • New York
Seadrill Partners LLC, a limited liability company organized under the laws of The Republic of The Marshall Islands (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [—] common units (the “Firm Units”), each representing a limited liability company interest in the Company (the “Common Units”). The Company also proposes to grant to the Underwriters an option to purchase up to [—] additional Common Units to cover over-allotments, if any (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” Certain terms used herein and not otherwise defined are defined in Section 23 hereof.
FORM OF USD 1,200,000,000 AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY AGREEMENT originally dated 11 June 2010 as amended by an amendment agreement dated 11 February 2011 for Seadrill Limited as Borrower The Subsidiaries of Seadrill Limited...Senior Secured Credit Facility Agreement • October 5th, 2012 • Seadrill Partners LLC • Drilling oil & gas wells
LOAN AGREEMENTLoan Agreement • October 5th, 2012 • Seadrill Partners LLC • Drilling oil & gas wells
FORM OF USD 275,000 000 AMENDED AND RESTATED SENIOR SECURED TERM LOAN FACILITY AGREEMENT originally dated 14 December 2011 amended and restated [—] September 2012 for Seadrill Limited as Borrower The subsidiaries of Seadrill Limited named herein as...Agreement • October 5th, 2012 • Seadrill Partners LLC • Drilling oil & gas wells
THIS SENIOR SECURED TERM LOAN FACILITY AGREEMENT originally dated 14 December 2011, as amended and restated [—] September 2012 is made between:
FORM OF USD 1,500,000,000 AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY AGREEMENT originally dated 30 June 2009 as amended by a first amendment agreement dated 3 September 2010 and a second amendment and restatement agreement dated [ ] October...Credit Facility Agreement • October 5th, 2012 • Seadrill Partners LLC • Drilling oil & gas wells
