| Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control," when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the tenns "controlling" and "controlled" have meanings correlative to the foregoing. Agreement means this limited partnership agreement, as amended, restated or replaced from time to time; Allocation Year means, (i) the period commencing on the Closing Date and ending on December 31, 2012, (ii) the period commencing on January 1, 2013 and ending on November 30, 2013, (iii) any subsequent twelve (12) month period commencing on December I and ending on November 30, or (iv) any portion of the period described in clauses (i), (ii) or (iii) for which the Partnership is required to allocate Profits, Losses and other items of Partnership income, gain, loss or deduction pursuant to clause 5; Capital Contributions means, with respect to any Partner, the amount of cash and the fair market value of any Contributed Property ( other than cash), as agreed to by the Partners; provided, however, that the gross fair market value of the Contributed Property contributed as of the Closing Date shall (A) be estimated by the Partners as of the Closing Date and (B) be detennined by the Partners as promptly as reasonably practicable after the Closing Date but in no event later than I 80 days; Closing Date means the date of execution of this Agreement by the parties hereto; Contributed Property means those items of Property contributed to the Partnership on the Closing Date, or any date thereafter, by a Partner as set out in Schedule A; General Partner means ET II LLC and any person who succeeds ET II LLC as general partner of the Partnership; Limited Partner means PII and any person who succeeds PII as a limited partner in the Partnership; Lower-tier Partner means any person which is a partner (whether Limited or General) of an entity which is transparent for Dutch tax purposes and of which the Partnership is a partner; Partner means the General Partner and/or the Limited Partner, as the context requires; Partnership means Ensco Transcontinental II LP, being the limited partnership constituted by this Agreement; Percentage Interest means, (a) with respect to the General Partner, the General Partner's Capital Contribution divided by the total Capital Contributions by all Partners; and (b) with respect to a Limited Partner, such Limited Partner's Capital Contribution divided by the total Capital Contributions by all Partners. Person means any individual, partnership (whether general or limited), company, body corporate, limited liability company, corporation, trust, estate, association, nominee, or other entity; Profits and Losses mean, for each Allocation Year, an amount equal to the Partnership's earnings and profits computed for U.S. federal income tax purposes. Earning and profits are based on U.S. GAAP books with certain U.S. federal income tax adjustments. Property means all real and personal property (whether tangible or intangible) owned by the Partnership, including without limitation, (i) cash, (ii) current assets (such as accounts receivable) (iii) contract rights (such as those arising under the drilling or services contract), (iv) investments (such as shares, stocks, securities, notes, bonds, debenture, derivative financial instruments, and other similar financial assets), and (v) any improvement to real or personal property; Third Amended and Restated LP Agr ET II LP - December 2017 |