EXHIBIT 1.2 Pricing Agreement -----------------Ensco International Inc • November 24th, 1997 • Drilling oil & gas wells
AGREEMENTVoting Agreement • May 16th, 2002 • Ensco International Inc • Drilling oil & gas wells • Delaware
RECITALSEmployment Agreement • July 5th, 2002 • Ensco International Inc • Drilling oil & gas wells • Texas
EXHIBIT 1.1 ENSCO INTERNATIONAL INCORPORATED DEBT SECURITIES UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • November 24th, 1997 • Ensco International Inc • Drilling oil & gas wells • New York
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
CREDIT AGREEMENTCredit Agreement • August 10th, 1998 • Ensco International Inc • Drilling oil & gas wells • New York
EXHIBIT 2.1 MERGER AGREEMENT BY AND AMONG ENSCO INTERNATIONAL INCORPORATED CHORE ACQUISITION, INC. AND CHILES OFFSHORE INC. MAY 14, 2002 TABLE OF CONTENTSVoting Agreement • May 16th, 2002 • Ensco International Inc • Drilling oil & gas wells • Delaware
AGREEMENTVoting Agreement • May 16th, 2002 • Ensco International Inc • Drilling oil & gas wells • Delaware
AND BANKERS TRUST COMPANY, TRUSTEEEnsco International Inc • November 24th, 1997 • Drilling oil & gas wells
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
RECITALSSeverance Benefits Agreement • July 5th, 2002 • Ensco International Inc • Drilling oil & gas wells • Texas
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...Form of Indemnity Agreement • February 26th, 1998 • Ensco International Inc • Drilling oil & gas wells • Delaware
AGREEMENTVoting Agreement • May 16th, 2002 • Ensco International Inc • Drilling oil & gas wells • Delaware
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.
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”).
COMMITMENT AGREEMENT AND FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 6th, 2017 • 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., and HSBC BANK USA, N.A., as Co-Documentation Agents, and CITIBANK, N.A., DNB BANK ASA, NEW YORK BRANCH, DEUTSCHE BANK AG NEW YORK BRANCH, HSBC BANK USA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, each as an Issuing Bank, agree as follows:
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
ContractOfficer Indemnification Agreement • November 6th, 2009 • Ensco International Inc • Drilling oil & gas wells • Delaware
Exhibit 10.3 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 Daniel W. Rabun ("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 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 that the indemnification pro
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”).
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...Ensco International Inc • November 24th, 1997 • 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.
May [●], 2020 PERSONAL AND CONFIDENTIAL [FIRST NAME][LAST NAME] Dear [FIRST NAME],Personal and Confidential • 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...Ensco International Inc • November 24th, 1997 • 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.
Ensco plc – Amendment and Termination of ADR ProgramLetter Agreement • May 15th, 2012 • Ensco PLC • Drilling oil & gas wells
Reference is hereby made to (i) the Deposit Agreement, dated as of September 29, 2009 (the “Deposit Agreement”), by and among Ensco plc, a company organized and existing under the laws of England and Wales and previously known as “ENSCO International Limited” and as “Ensco International plc” (the “Company”), Citibank, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) and acting in its capacity as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder, (ii) the Equity Incentive Plan Servicing Agreement, dated as of December 22, 2009, as amended by Letter Agreement, dated as of August 9, 2010 (as so amended, the “EIP Agreement”), by and between the Company and Citibank, and (iii) the Letter Agreement, dated December 22, 2009 (the “Bailment Letter Agreement”), by and among the Company, ENSCO International Incorporated and the Depositary. All capitalized terms used but not
FORM OF ADR]Letter 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
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 AwardTerms and Conditions Acceptance 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, 2017Agreement and Plan of Merger • 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”).
Form of Ensco plc 2012 Long-Term Incentive Plan EmployeeAcceptance Agreement • April 27th, 2017 • Ensco PLC • Drilling oil & gas wells • England and Wales
You have been granted the following award of restricted Class A ordinary shares, nominal value US$0.10 per share (“Restricted Shares”), in Ensco plc (the “Company”) pursuant to the Ensco plc 2012 Long-Term Incentive Plan (the “Plan”):
AGREEMENT AND PLAN OF MERGER among ENSCO PLC, ENSCO VENTURES LLC, ENSCO INTERNATIONAL INCORPORATED and PRIDE INTERNATIONAL, INC. Dated as of February 6, 2011Agreement and Plan of Merger • February 7th, 2011 • Ensco PLC • Drilling oil & gas wells • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 6, 2011, is by and among Ensco plc, a public limited company organized under the laws of England and Wales (“Parent”), Pride International, Inc., a Delaware corporation (the “Company”), ENSCO Ventures LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and ENSCO International Incorporated, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Delaware Sub”).
EXHIBIT 10.33 ------------- USD 130,000,000.00 AMENDED AND RESTATED CREDIT FACILITY AGREEMENT Provided ByCredit Facility Agreement • October 24th, 1995 • Ensco International Inc • Drilling oil & gas wells • New York
COMMITMENT INCREASE AGREEMENT AND SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCommitment Increase Agreement • April 11th, 2019 • Ensco Rowan PLC • Drilling oil & gas wells • New York
THIS COMMITMENT INCREASE AGREEMENT AND SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Sixth Amendment”) is dated as of April 9, 2019, by and among Ensco plc, an English public limited company (the “Parent”), Pride International LLC, a Delaware limited liability company and indirect wholly-owned Subsidiary of the Parent (collectively, the “Borrowers”), the Guarantors, the Banks party hereto, the Affected Banks, Citibank, N.A., as administrative agent (the “Administrative Agent”), and the Issuing Banks.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 24th, 2011 • Ensco PLC • Drilling oil & gas wells • Delaware
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of May 23, 2011, is by and among Ensco plc, a public limited company organized under the laws of England and Wales (“Parent”), Pride International, Inc., a Delaware corporation (the “Company”), ENSCO Ventures LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and ENSCO International Incorporated, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Delaware Sub”).
