0001553467-15-000005 Sample Contracts

ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT between Seadrill Americas Inc. and Seadrill Gulf Operations Vela LLC
Advisory, Technical and Administrative Services Agreement • April 21st, 2015 • 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.

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CONTRIBUTION, PURCHASE AND SALE AGREEMENT
Contribution, Purchase and Sale Agreement • April 21st, 2015 • Seadrill Partners LLC • Drilling oil & gas wells • New York

This CONTRIBUTION, PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 4, 2014 is made by and among Seadrill Limited, a Bermuda exempted company (“Seadrill”), Seadrill Partners LLC, a Marshall Islands limited liability company (the “Company”), Seadrill Capricorn Holdings LLC, a Marshall Islands limited liability company (“Capricorn Holdings”), and Seadrill Americas Inc., a Texas corporation (“Seadrill Americas”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED operating AGREEMENT OF seadrill partners llc
Operating Agreement • April 21st, 2015 • Seadrill Partners LLC • Drilling oil & gas wells • Marshall Islands

THIS AMENDMENT NO. 1, dated as of February 23, 2015 (this “Amendment”), to the First Amended and Restated Operating Agreement of Seadrill Partners LLC, a Marshall Islands limited liability company (the “Company”), dated as of October 24, 2012 (the “LLC Agreement”), is entered into at the direction of the Board of Directors of the Company pursuant to authority granted to it in Section 13.1(d)(i) of the LLC Agreement and is executed by a duly authorized person of the Company. Capitalized terms used but not defined herein are used as defined in the LLC Agreement.

SECOND AMENDMENT TO REVOLVING LOAN AGREEMENT
Revolving Loan Agreement • April 21st, 2015 • Seadrill Partners LLC • Drilling oil & gas wells • New York

THIS SECOND AMENDMENT TO REVOLVING LOAN AGREEMENT (this “Second Amendment”) is made and entered into as of March 1, 2014 by and among Seadrill Limited, a Bermuda company (the “Lender”), Seadrill Operating LP, a Marshall Islands limited partnership (“Seadrill Operating”), Seadrill Capricorn Holdings LLC, a Marshall Islands limited liability company (“Seadrill Capricorn”), and Seadrill Partners Operating LLC, a Marshall Islands limited liability company (“Seadrill Partners Operating”, and together with Seadrill Operating and Seadrill Capricorn, the “Borrowers,” and each, a “Borrower”).

SECOND AMENDMENT AND RESTATEMENT AGREEMENT dated 4 November 2014 to the USD 1,450,000,000
Senior Secured Credit Facility Agreement • April 21st, 2015 • Seadrill Partners LLC • Drilling oil & gas wells • Gulf
Seadrill Management Ltd.
Loan Agreement • April 21st, 2015 • Seadrill Partners LLC • Drilling oil & gas wells
Seadrill Limited
Loan Agreement • April 21st, 2015 • Seadrill Partners LLC • Drilling oil & gas wells
ON DEMAND GUARANTEE AND INDEMNITY between Seadrill Partners LLC (as Guarantor) and ING Bank N.V. (as Agent)
On Demand Guarantee and Indemnity • April 21st, 2015 • Seadrill Partners LLC • Drilling oil & gas wells
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