CONTRIBUTION AND SALE AGREEMENT Dated as of October 22, 2012Contribution and Sale Agreement • April 30th, 2013 • Seadrill Partners LLC • Drilling oil & gas wells • New York
This CONTRIBUTION AND SALE AGREEMENT (this “Agreement”), dated as of October 22, 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 private company limited by shares incorporated in England (“Seadrill UK”). The above-named entities are sometimes referred to in
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 30th, 2013 • Seadrill Partners LLC • Drilling oil & gas wells • London
This MANAGEMENT SERVICES AGREEMENT (“Agreement”) entered into on October 22, 2012, between Seadrill UK Ltd. (“Company”) and Seadrill Partners LLC (“Customer”) and became effective on the Effective Date (as hereinafter defined).
MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT between Seadrill Management AS and Seadrill Partners LLCManagement and Administrative Services Agreement • April 30th, 2013 • Seadrill Partners LLC • Drilling oil & gas wells
THIS MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is entered into on October 24, 2012 and is effective as of the Effective Date set forth below.
LIMITED LIABILITY COMPANY AGREEMENT OF SEADRILL OPERATING GP LLC, A MARSHALL ISLANDS LIMITED LIABILITY COMPANY DATED AS OF SEPTEMBER 27, 2012Limited Liability Company Agreement • April 30th, 2013 • Seadrill Partners LLC • Drilling oil & gas wells • Marshall Islands
This Limited Liability Company Agreement (this “Agreement”) is made and entered into effective as of the 27th day of September, 2012, by Seadrill Partners LLC, a Marshall Islands limited liability company (“SDLP”).
FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF SEADRILL PARTNERS LLCOperating Agreement • April 30th, 2013 • Seadrill Partners LLC • Drilling oil & gas wells • Marshall Islands
THIS FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF SEADRILL PARTNERS LLC, dated as of October 24, 2012, is entered into by Seadrill Member LLC, a Marshall Islands limited liability company, and Seadrill Limited, a Bermuda 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:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SEADRILL CAPRICORN HOLDINGS LLC A Marshall Islands Limited Liability Company Dated as of October 18, 2012Limited Liability Company Agreement • April 30th, 2013 • Seadrill Partners LLC • Drilling oil & gas wells • Marshall Islands
This Amended and Restated Limited Liability Company Agreement of Seadrill Capricorn Holdings LLC, a Marshall Islands limited liability company (the “Company”), is made and entered into effective as of the 18th day of October, 2012, by Seadrill Partners LLC, a Marshall Islands limited liability company (“Seadrill Partners”).
OMNIBUS AGREEMENT AMONG SEADRILL LIMITED SEADRILL MEMBER LLC SEADRILL PARTNERS LLC SEADRILL OPERATING GP LLC SEADRILL OPERATING LP AND SEADRILL CAPRICORN HOLDINGS LLCOmnibus Agreement • April 30th, 2013 • Seadrill Partners LLC • Drilling oil & gas wells
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Seadrill Limited, a Bermuda exempted company limited by shares (“Seadrill”), Seadrill Partners LLC, a Marshall Islands limited liability company (the “Company”), Seadrill Member LLC, a Marshall Islands limited liability company and member of the Company (including any permitted successors and assigns under the Operating Agreement (as defined herein)) (the “Seadrill Member”), Seadrill Operating LP, a Marshall Islands limited partnership (“Operating LP”), Seadrill Operating GP LLC, a Marshall Islands limited liability company and the general partner of Operating LP (“Operating GP”), and Seadrill Capricorn Holdings LLC, a Marshall Islands limited liability company (“Holdings LLC” and, together with Operating LP, “OPCO”).
ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT between Seadrill Americas Inc. and Seadrill Canada Ltd.Services Agreement • April 30th, 2013 • Seadrill Partners LLC • Drilling oil & gas wells • England and Wales
THIS ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made on as of the Effective Date set forth below.
REVOLVING LOAN AGREEMENT dated as of October 24, 2012 between Seadrill Operating LP and Seadrill Capricorn Holdings LLC as Borrowers and Seadrill Limited as LenderRevolving Loan Agreement • April 30th, 2013 • Seadrill Partners LLC • Drilling oil & gas wells • New York
THIS REVOLVING LOAN AGREEMENT (this “Agreement”) is made and entered into as of October 24, 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”).
AGREEMENT OF LIMITED PARTNERSHIP OF SEADRILL OPERATING LP DATED AS OF SEPTEMBER 27, 2012Seadrill Partners LLC • April 30th, 2013 • Drilling oil & gas wells • Marshall Islands
THIS AGREEMENT OF LIMITED PARTNERSHIP OF SEADRILL OPERATING LP, dated as of September 27, 2012, is entered into and executed by SEADRILL OPERATING GP LLC, a Marshall Islands limited liability company, as the General Partner, and SEADRILL LIMITED, a Bermuda company, and SEADRILL PARTNERS LLC, a Marshall Islands limited liability company, as Limited Partners.
