AGREEMENTVoting Agreement • May 16th, 2002 • Ensco International Inc • Drilling oil & gas wells • Delaware
EXHIBIT 2.1 MERGER AGREEMENT BY AND AMONG ENSCO INTERNATIONAL INCORPORATED CHORE ACQUISITION, INC. AND CHILES OFFSHORE INC. MAY 14, 2002 TABLE OF CONTENTSMerger Agreement • May 16th, 2002 • Ensco International Inc • Drilling oil & gas wells • Delaware
EXHIBIT 4.2 FIRST AMENDMENT TO RIGHTS AGREEMENT This Amendment, dated as of March 3, 1997 (the "Amendment"), is between ENSCO International Incorporated (formerly known as Energy Service Company, Inc.), a Delaware corporation (the "Company"), and...Rights Agreement • March 4th, 1997 • Ensco International Inc • Drilling oil & gas wells • Delaware
RECITALSEmployment Agreement • July 5th, 2002 • Ensco International Inc • Drilling oil & gas wells • Texas
January 8, 1997Restricted Stock Agreement • February 21st, 1997 • Ensco International Inc • Drilling oil & gas wells
Reference is made to that certain Restricted Stock Agreement dated May 31, 1988 by and between you and ENSCO International Incorporated (formerly Energy Service Company, Inc.), a Delaware corporation ( ENSCO ), as amended (collectively, the Agreement ). Under the terms of the Agreement you acquired 168,750 shares (the "Original Shares") of ENSCO common stock, par value $.10 per share ( Common Stock ), subject to a right of repurchase by ENSCO upon the occurrence of certain circumstances and under certain terms and conditions. You delivered to ENSCO a promissory note referred herein as the Promissory Note , dated July 19, 1988 in the aggregate principal amount of $675,000 in payment of the purchase price for the Original Shares.
CREDIT AGREEMENTCredit Agreement • August 10th, 1998 • Ensco International Inc • Drilling oil & gas wells • New York
EXHIBIT 1.2 Pricing Agreement -----------------Pricing Agreement • November 24th, 1997 • Ensco International Inc • Drilling oil & gas wells
FORM OF INDEMNITY AGREEMENT BETWEEN THE COMPANY AND ITS OFFICERS AND DIRECTORS AGREEMENT, as of August 20, 1997, (the "Agreement"), between ENSCO International Incorporated, a Delaware corporation (the "Company"), and (the "Indemnitee"). WHEREAS, it...Indemnification & Liability • February 26th, 1998 • Ensco International Inc • Drilling oil & gas wells • Delaware
FORM OF ADR]Deposit Agreement • May 15th, 2012 • Ensco PLC • Drilling oil & gas wells
The Deposit Agreement for the Ensco plc ADSs (as hereinafter defined) has been amended and supplemented by Letter Agreement, effective May 14, 2012 (the “Letter Agreement”), by and among Ensco plc, Citibank, N.A., as ADS Depositary, and Computershare Trust Company, N.A., as Exchange Agent, in connection with the termination of the Ensco plc ADR facility, a copy of which has been filed with the U.S. Securities and Exchange Commission under cover of Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (Reg. No. 333-179019). As a result of the termination of the Ensco plc ADR facility, all third party ADSs will be cancelled and holders of the cancelled ADSs will be entitled to receive the corresponding Shares (as hereinafter defined) from Computershare Trust Company, N.A., in its capacity as Exchange Agent for the termination of the Ensco plc ADR facility, upon the terms described in the Letter Agreement and the form of notice to ADS holders attached thereto. A copy of the
EXHIBIT 1.1 ENSCO INTERNATIONAL INCORPORATED DEBT SECURITIES UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • November 24th, 1997 • Ensco International Inc • Drilling oil & gas wells • New York
ENSCO PLC Underwriting AgreementUnderwriting Agreement • January 16th, 2018 • Ensco PLC • Drilling oil & gas wells • New York
Ensco plc, a public limited company organized under the laws of England and Wales (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $1,000,000,000 aggregate principal amount of its 7.75% Senior Notes due 2026 (the “Securities”), as set forth in Schedule I hereto, to be issued under the Indenture (the “Base Indenture”), dated as of March 17, 2011, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented from time to time, including by the fifth supplemental indenture thereto to be dated the Closing Date (as defined herein) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Any reference in this Underwriting Agreement (this “Agreement”) to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to a
AGREEMENTVoting Agreement • May 16th, 2002 • Ensco International Inc • Drilling oil & gas wells • Delaware
I. RECITALSSeverance Benefits Agreement • July 5th, 2002 • Ensco International Inc • Drilling oil & gas wells • Texas
VALARIS LIMITED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2021 • Valaris PLC • Drilling oil & gas wells • New York
This REGISTRATION RIGHTS AGREEMENT (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of April 30, 2021 by and among Valaris Limited, a company organized under the laws of Bermuda (the “Company”) and the Holders (as defined below) of the Company’s First Lien Notes (as defined below) listed on Schedule I hereto. The Company and the Holders are referred to herein collectively as the “Parties” and each, individually, as a “Party.” Capitalized terms used herein have the meanings set forth in Section 1.
AND ___________________________________________________________, TRUSTEE INDENTURE DATED AS OFIndenture • October 15th, 1997 • Ensco International Inc • Drilling oil & gas wells • New York
ENSCO JERSEY FINANCE LIMITED, as Issuer ENSCO PLC, as Guarantor AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of December 12, 2016 3.00% Exchangeable Senior Notes due 2024Indenture • December 12th, 2016 • Ensco PLC • Drilling oil & gas wells • Delaware
INDENTURE dated as of December 12, 2016 among ENSCO JERSEY FINANCE LIMITED, a company incorporated under the laws of Jersey, as issuer (the “Company” as more fully set forth in Section 1.01), ENSCO PLC, a public limited company incorporated under the laws of England and Wales, as Guarantor (the “Guarantor” as more fully set forth in Section 1.01), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
EXHIBIT 10.34 ------------- AMENDMENT NO. 2 TO FIRST PREFERRED FLEET MORTGAGE --------------------------------- Amendment No. 2 dated September 27, 1995 to the First Preferred Fleet Mortgage dated December 17, 1993 (the "Mortgage"), as amended, by...First Preferred Fleet Mortgage • October 24th, 1995 • Ensco International Inc • Drilling oil & gas wells
ENSCO PLC Underwriting AgreementUnderwriting Agreement • March 16th, 2011 • Ensco PLC • Drilling oil & gas wells • New York
Ensco plc, a public limited company organized under the laws of England and Wales (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $1,000,000,000 aggregate principal amount of its 3.250% Senior Notes due 2016 and $1,500,000,000 aggregate principal amount of its 4.700% Senior Notes due 2021 (collectively, the “Securities”), to be issued under an indenture (the “Base Indenture”) to be dated as of the Closing Date (as defined herein), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the first supplemental indenture thereto to be dated the Closing Date (the “Supplemental Indenture” and, the Base Indenture so supplemented, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and
May 15, 2002Merger Agreement • June 7th, 2002 • Ensco International Inc • Drilling oil & gas wells • Delaware
Reference is made to that certain Merger Agreement (the "Agreement") dated May 14, 2002 by and among ENSCO International Incorporated ("Parent"), Chore Acquisition, Inc. ("Merger Sub"), and Chiles Offshore Inc. ("Company"), pursuant to which Company will become a wholly-owned subsidiary of Parent (the "Merger"). Capitalized terms not defined herein have the meaning given to such terms in the Agreement. Section 5.7(b) of the Agreement provides, among others, that in connection with the Merger Company shall terminate (a) that certain Commission Agreement dated April 1, 2000 by and between Bassoe Offshore (USA), Inc. ("Bassoe") and Company, (b) that certain Commission Agreement (the "Bassoe-SEACOR Commission Agreement") dated April 1, 2000 among Bassoe, SEACOR SMIT Inc. ("SEACOR") and Company, (c) that certain Brokerage Arrangement dated August 5, 1997 between Bassoe Rig Partners Ltd. ("Bassoe Rig") and Company and (d) that certain Brokerage and Commission Agreement dated December 20, 200
AND BANKERS TRUST COMPANY, TRUSTEEFirst Supplemental Indenture • November 24th, 1997 • Ensco International Inc • Drilling oil & gas wells
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2021 • Valaris PLC • Drilling oil & gas wells • Texas
This Employment Agreement (“Agreement”), initially dated as of October 7, 2018 (the “Execution Date”) and amended and restated as of the date of approval of the plan of reorganization (the “Plan of Reorganization”) of Valaris plc and its affiliates (the “Effective Date”), is made by and among (i) Rowan Companies, Inc., a Delaware corporation (“RCI”), ENSCO Global Resources Limited, a UK company (“Ensco UK”), and, solely for the purposes of guaranteeing the payments and obligations under this Agreement, Valaris Limited, a Bermuda exempted company (“Valaris”, and together with its subsidiaries, the “Company”) and (ii) Dr. Thomas Burke (the “Executive”) (collectively referred to herein as the “Parties”).
ContractIndemnification Agreement • November 6th, 2009 • Ensco International Inc • Drilling oil & gas wells • Delaware
Exhibit 10.4 DIRECTOR AND/OR OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of November 3, 2009 by and between ENSCO INTERNATIONAL INCORPORATED, a Delaware corporation (the "Company"), and John Mark Burns ("Indemnitee"). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law; WHEREAS, the Certificate of Incorporation of the Company (the "Charter") requires indemnification of the officers and directors of the Company and certain other persons, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the "DGCL"); WHEREAS, the Charter and the DGCL expressly provide th
U.S. $2,000,000,000 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OFCredit Agreement • May 13th, 2013 • Ensco PLC • Drilling oil & gas wells • New York
ENSCO PLC, an English public limited company (the “Parent”), PRIDE INTERNATIONAL, INC., a Delaware corporation and an indirect wholly-owned Subsidiary of the Parent (“Pride”), any Subsidiary of the Parent that becomes a Borrower in accordance with Section 5.11, the BANKS party hereto, CITIBANK, N.A., as Administrative Agent, DNB BANK ASA, as Syndication Agent, DEUTSCHE BANK SECURITIES INC., HSBC BANK USA, NA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, and CITIBANK, N.A., DNB BANK ASA, NEW YORK BRANCH, DEUTSCHE BANK AG NEW YORK BRANCH, HSBC BANK USA, NA and WELLS FARGO BANK, NATIONAL ASSOCIATION, each as an Issuing Bank, agree as follows:
EXHIBIT 4.3 This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Depositary"), or a nominee thereof. This Security...Security Agreement • November 24th, 1997 • Ensco International Inc • Drilling oil & gas wells • New York
This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Depositary"), or a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in part may be registered, in the name of any person other than the Depositary or a nominee thereof, except in the limited circumstances described in the Indenture.
RECITALSSeverance Benefits Agreement • July 5th, 2002 • Ensco International Inc • Drilling oil & gas wells • Texas
TRANSACTION AGREEMENT by and between ENSCO PLC and ROWAN COMPANIES PLC Dated as of October 7, 2018Transaction Agreement • October 9th, 2018 • Ensco PLC • Drilling oil & gas wells • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of October 7, 2018, is by and between Ensco plc, a public limited company organized under the Laws of England and Wales ( “Ensco”), and Rowan Companies plc, a public limited company organized under the Laws of England and Wales ( “Rowan” and, together with Ensco, the “Parties”).
May [●], 2020 PERSONAL AND CONFIDENTIAL [FIRST NAME][LAST NAME] Dear [FIRST NAME],Retention Bonus Agreement • July 30th, 2020 • Valaris PLC • Drilling oil & gas wells
As you know, Valaris plc (together with its subsidiaries, the “Company”) is currently facing a challenging business environment due largely to the recent collapse in oil prices, the dramatic decline in global demand for oil and the economic uncertainties created by world efforts to control the spread of the COVID-19 pandemic. In light of this situation, the Company has made certain changes to your compensation as described in this letter agreement (this “Agreement”). We thank you for your hard work and continuous efforts and are pleased that we are able to offer a revised compensation program during these challenging times.
EXHIBIT 4.4 This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Depositary"), or a nominee thereof. This Security...Indenture • November 24th, 1997 • Ensco International Inc • Drilling oil & gas wells • New York
This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Depositary"), or a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in part may be registered, in the name of any person other than the Depositary or a nominee thereof, except in the limited circumstances described in the Indenture.
VALARIS LIMITED VALARIS FINANCE COMPANY LLC as Issuers The Guarantors party hereto from time to time and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and Collateral Trustee INDENTURE Dated as of April 19, 2023 8.375% Senior Secured Second Lien...Indenture • April 19th, 2023 • Valaris LTD • Drilling oil & gas wells • New York
INDENTURE, dated as of April 19, 2023, among VALARIS LIMITED, an exempted company incorporated under the laws of Bermuda (the “Company”), and VALARIS FINANCE COMPANY LLC, a Delaware limited liability company (“FinanceCo” and, together with the Company, the “Issuers”), the Guarantors party hereto and WILMINGTON SAVINGS FUND SOCIETY, FSB, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).
DEED OF AMENDMENT NO. 1 TO TRANSACTION AGREEMENTTransaction Agreement • January 29th, 2019 • Ensco PLC • Drilling oil & gas wells
THIS DEED OF AMENDMENT NO. 1 TO TRANSACTION AGREEMENT, dated as of January 28, 2019 (this “Amendment”), is by and between Ensco plc, a public limited company organized under the Laws of England and Wales (“Ensco”), and Rowan Companies plc, a public limited company organized under the Laws of England and Wales (“Rowan”). Ensco and Rowan are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
COOPERATION AND SUPPORT AGREEMENTCooperation and Support Agreement • January 27th, 2020 • Valaris PLC • Drilling oil & gas wells • England and Wales
This Cooperation and Support Agreement (this “Agreement”) is made and entered into as of January 24, 2020, by and between Valaris plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and Luminus Management, LLC, a limited liability company organized under the laws of Delaware (together with its Affiliates (as hereinafter defined), “Investor”) (each of the Company and Investor, a “Party” to this Agreement, and collectively, the “Parties”).
VALARIS LIMITED VALARIS FINANCE COMPANY LLC $400,000,000 8.375% Senior Secured Second Lien Notes due 2030 Purchase AgreementPurchase Agreement • August 8th, 2023 • Valaris LTD • Drilling oil & gas wells • New York
Valaris Limited, an exempted company incorporated under the laws of Bermuda (the “Company”), and Valaris Finance Company LLC, a Delaware limited liability company (the “Co-Issuer” and, together with the Company, the “Issuers”), propose to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, $400,000,000 aggregate principal amount of its 8.375% Senior Secured Second Lien Notes due 2030 (the “Notes”). The Notes are to be issued under that certain Indenture (the “Indenture”), dated as of April 19, 2023 (the “Original Issue Date”), by and among the Issuers, the subsidiaries of the Company listed on Schedule III hereto (the “Guarantors” and, together with the Issuers, the “Valaris Parties”), Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”) and collateral trustee (the “Collateral Trustee”). The payment of principal of, premium, if any, and interest on the Notes will be gu
Form of Ensco plc 2012 Long-Term Incentive Plan Performance Unit AwardPerformance Unit Award Agreement • April 27th, 2017 • Ensco PLC • Drilling oil & gas wells • England and Wales
You have been granted by Ensco plc (the “Company”), subject to your acceptance, the following Performance Unit Award pursuant to the Ensco plc 2012 Long-Term Incentive Plan and Annex 2 thereto (the “Plan”):
THIRD AMENDED AND RESTATED GUARANTYGuaranty • May 18th, 2011 • Ensco PLC • Drilling oil & gas wells • New York
THIRD AMENDED AND RESTATED GUARANTY, dated as of May 12, 2011 (this "Guaranty"), made by Ensco plc, an English public limited company ("Parent"), ENSCO International Incorporated, a Delaware corporation and an indirect wholly owned Subsidiary of Parent ("EII"), ENSCO Global Limited, a Cayman Islands exempted company and a direct wholly owned Subsidiary of Parent ("Global"), Ensco United Incorporated, a Delaware corporation and an indirect wholly owned Subsidiary of Parent ("EUI"), and any other Subsidiary of Parent that may become party hereto pursuant to Section 22 below (collectively with EII, Parent, Global, and EUI, the "Guarantors") in favor of Citibank, N.A., as Administrative Agent under the Credit Agreement described below (the "Administrative Agent").
AGREEMENT AND PLAN OF MERGER by and among ENSCO PLC, ECHO MERGER SUB LLC and ATWOOD OCEANICS, INC. Dated as of May 29, 2017Merger Agreement • May 30th, 2017 • Ensco PLC • Drilling oil & gas wells • Texas
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 29, 2017, is by and among Ensco plc, a public limited company organized under the Laws of England and Wales (“Parent”), Echo Merger Sub LLC, a Texas limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), and Atwood Oceanics, Inc., a Texas corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).
