COMMON STOCKUnderwriting Agreement • January 30th, 2004 • Rowan Companies Inc • Drilling oil & gas wells • New York
FOURTH AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 22nd, 2000 • Rowan Companies Inc • Drilling oil & gas wells • Delaware
COMMON STOCKUnderwriting Agreement • November 19th, 1999 • Rowan Companies Inc • Drilling oil & gas wells • New York
EXHIBIT 4.1 AMENDED AND RESTATED RIGHTS AGREEMENT ROWAN COMPANIES, INC. AND CITIBANK, N.A., AS RIGHTS AGENT AMENDED AND RESTATED RIGHTS AGREEMENT DATED AS OF JANUARY 24, 2002 TABLE OF CONTENTSRights Agreement • February 12th, 2002 • Rowan Companies Inc • Drilling oil & gas wells • Delaware
SUPPLEMENT NO. 1 TO TRUST INDENTURETrust Indenture • March 12th, 2004 • Rowan Companies Inc • Drilling oil & gas wells
among ROWAN COMPANIES, INC. as ShipownerCredit Agreement • March 12th, 2004 • Rowan Companies Inc • Drilling oil & gas wells • New York
Amendment No. 3 to the Rights Agreement as Amended Between the Company and Citibank N.A. as Rights Agent Effective July 24, 1997:Rights Agreement • March 27th, 1998 • Rowan Companies Inc • Drilling oil & gas wells
ROWAN COMPANIES, INC. Amendment No. 4 to the Consultancy Agreement Dated March 1, 1991 Between Rowan Companies, Inc. And C. W. YeargainConsultancy Agreement • March 29th, 1999 • Rowan Companies Inc • Drilling oil & gas wells
andRights Agreement • August 6th, 1997 • Rowan Companies Inc • Drilling oil & gas wells • Delaware
Rowan Companies, Inc.Underwriting Agreement • July 21st, 2009 • Rowan Companies Inc • Drilling oil & gas wells • New York
Rowan Companies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell $500,000,000 aggregate principal amount of its 7.875% Senior Notes due 2019 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Barclays Capital Inc. and Goldman, Sachs & Co. are acting as representatives (the “Representatives”). The Notes will (i) have terms and provisions that are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof) and (ii) be issued pursuant to an Indenture to be dated as of July 21, 2009 (the “Base Indenture”) between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture thereto to be dated as of July 21, 2009 (the “Supplemental Indenture”) between the Company and the Trustee (such Base Indenture, as so amended and supplemented by the Supplemental
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2009 • Rowan Companies Inc • Drilling oil & gas wells • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of , 2009 by and among Rowan Companies, Inc., a Delaware corporation (the “Company”), and __________________ (the “Indemnitee”).
AMENDMENT NO. 1 TO COMMITMENT TO GUARANTEE OBLIGATIONSCommitment to Guarantee Obligations • March 12th, 2004 • Rowan Companies Inc • Drilling oil & gas wells
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 23, 2014 among ROWAN COMPANIES, INC., as Borrower, ROWAN COMPANIES PLC, as Parent, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, THE ISSUING LENDERS PARTY HERETO FROM TIME TO TIME as...Credit Agreement • January 28th, 2014 • Rowan Companies PLC • Drilling oil & gas wells • New York
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 23, 2014 (“Agreement”) is among (a) Rowan Companies, Inc., a Delaware corporation (the “Borrower”), Rowan Companies plc, an English public limited company (the “Parent”), (b) the Lenders and Issuing Lenders (each as defined below), and (c) Wells Fargo Bank, National Association, as Swingline Lender, an Issuing Lender, and as the Administrative Agent (each as defined below) for the Lenders.
AS AMENDED Page 1 THIS AGREEMENT is dated March 1, 1991 and is entered into BY and BETWEEN: (1) ROWAN COMPANIES, INC. OF 5450 Transco Tower Building, Houston, Texas 77056-6196 ("the Company"); and (2) C. W. YEARGAIN ("the Consultant") of #8 Tokeneke...Consultancy Services Agreement • March 29th, 1999 • Rowan Companies Inc • Drilling oil & gas wells • Texas
1 EXHIBIT 10k ROWAN COMPANIES, INC. 2800 POST OAK BOULEVARD, SUITE 5450 HOUSTON, TEXAS 77056-6196 Via Fax 216 / 479-7154 December 20, 1999 Mr. Patrick X. Donovan President, Eaton Leasing Corporation c/o of Eaton Corporation Eaton Center Cleveland,...Bareboat Charter • March 28th, 2000 • Rowan Companies Inc • Drilling oil & gas wells
EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2018 • Rowan Companies PLC • Drilling oil & gas wells • Texas
This Employment Agreement (“Agreement”), dated as of October 7, 2018 (the “Execution 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, Ensco plc, a public limited liability company organized under the Laws of England and Wales (together with any successor thereto, “Ensco” and along with its subsidiaries, the “Company”) and (ii) Dr. Thomas Burke (the “Executive”) (collectively referred to herein as the “Parties”).
ROWAN COMPANIES, INC. AND U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE DATED AS OF ________ __, 20__ SUBORDINATED DEBT SECURITIESIndenture • July 15th, 2009 • Rowan Companies Inc • Drilling oil & gas wells • New York
INDENTURE, dated as of ___, 20___, among ROWAN COMPANIES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), the Guarantors (as defined hereinafter) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
AMENDED AND RESTATED PARENT GUARANTYParent Guaranty • March 2nd, 2015 • Rowan Companies PLC • Drilling oil & gas wells • New York
This Amended and Restated Parent Guaranty dated as of January 23, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”) is executed by the undersigned (the “Parent”) in favor of Wells Fargo Bank, National Association, as Administrative Agent for the ratable benefit of the Lender Parties (as defined in the Credit Agreement referred to below).
among ROWAN COMPANIES, INC. as ShipownerCredit Agreement • March 28th, 2002 • Rowan Companies Inc • Drilling oil & gas wells • New York
TRANSACTION AGREEMENT by and between ENSCO PLC and ROWAN COMPANIES PLC Dated as of October 7, 2018Transaction Agreement • October 9th, 2018 • Rowan Companies 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”).
AMENDMENT NO. 1 AND CONSENTCredit Agreement • August 4th, 2011 • Rowan Companies Inc • Drilling oil & gas wells • New York
This AMENDMENT NO.1 AND CONSENT (this "Amendment"), dated effective as of June 30, 2011 (the "Effective Date"), is by and among Rowan Companies, Inc., a Delaware corporation (the "Borrower"), the Lenders party hereto, and Wells Fargo Bank, National Association, as an issuing lender, as swing line lender, and as administrative agent for the Lenders (in such capacity, the "Administrative Agent").
SALE AND PURCHASE AGREEMENT ROWAN-MIDLAND THIS AGREEMENT CONTAINS PROVISIONS RELATIVE TO INDEMNITY, RELEASE OF LIABILITY AND ALLOCATION OR RISKSale and Purchase Agreement • October 24th, 2005 • Rowan Companies Inc • Drilling oil & gas wells • Texas
This Sale and Purchase Agreement (the “Agreement”) is dated effective as of the 19th day of October, 2005 (the “Effective Date”) and is by and between Rowandrill, Inc., a corporation organized under the laws of Texas, located at 2800 Post Oak Blvd., Suite 5450, Houston, Texas 77056 (hereinafter “Seller”), and ATP Oil & Gas Corporation, a corporation organized under the laws of Texas, located at 4600 Post Oak Place, Suite 230, Houston, Texas 77027 (hereinafter “Buyer”).
ROWAN COMPANIES, INC. AND Trustee INDENTURE DATED AS OF __________________________, 2003 SENIOR DEBT SECURITIES ROWAN COMPANIES, INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE, DATED AS OF ________________, 2003Indenture • December 4th, 2003 • Rowan Companies Inc • Drilling oil & gas wells • New York
INDENTURE, dated as of ____________ [__] , 2003, between ROWAN COMPANIES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having an office at 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056 and [ ] , a [ ] banking corporation, as Trustee (the "Trustee").
FORM OF CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 2nd, 2015 • Rowan Companies PLC • Drilling oil & gas wells • Texas
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), effective as of ________ (the “Effective Date”), is made by and between Rowan Companies plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and ________ (the “Executive”).
CREDIT AGREEMENT dated as of May 22, 2018 among RDC HOLDINGS LUXEMBOURG S.à R.L. as Borrower, ROWAN COMPANIES PLC, as Parent, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, THE ISSUING LENDERS PARTY HERETO FROM TIME TO TIME as Issuing Lenders,...Credit Agreement • May 23rd, 2018 • Rowan Companies PLC • Drilling oil & gas wells • New York
This CREDIT AGREEMENT dated as of May 22, 2018 (the “Agreement”) is among (a) RDC Holdings Luxembourg S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), with its registered office at 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 167.417 (the “Borrower”), Rowan Companies plc, an English public limited company (the “Parent”), (b) the Lenders and Issuing Lenders (each as defined below), and (c) Wells Fargo Bank, National Association, as Swingline Lender, an Issuing Lender, and as the Administrative Agent (each as defined below) for the Lenders.
NOMINATION AND SUPPORT AGREEMENTNomination and Support Agreement • August 23rd, 2016 • Rowan Companies PLC • Drilling oil & gas wells • Delaware
This Nomination and Support Agreement dated August 22, 2016 (the “Agreement”) is by and among Blue Harbour Group, LP (“Blue Harbour”), Blue Harbour Holdings, LLC (“Blue Harbour GP” and, together with Blue Harbour, the “Blue Harbour Parties”) and Rowan Companies plc (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ContractPerformance Share Award Agreement • May 10th, 2006 • Rowan Companies Inc • Drilling oil & gas wells • Texas
DEED OF AMENDMENT NO. 1 TO TRANSACTION AGREEMENTTransaction Agreement • January 29th, 2019 • Rowan Companies 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”.
STOCK PURCHASE AGREEMENT between Rowan Companies, Inc. (“Seller”) and Joy Global Inc. (“Buyer”) Dated as of May 13, 2011Stock Purchase Agreement • May 18th, 2011 • Rowan Companies Inc • Drilling oil & gas wells • Delaware
This STOCK PURCHASE AGREEMENT, dated as of May 13, 2011 (this “Agreement”), is by and between Joy Global Inc., a Delaware corporation (“Buyer”), and Rowan Companies, Inc., a Delaware corporation (“Seller”).
AMONG ROWAN COMPANIES, INC. AS BORROWER, CITIBANK, N.A., AS AGENT, ANDRevolving Credit Agreement • March 27th, 1998 • Rowan Companies Inc • Drilling oil & gas wells • New York
ContractRestricted Stock Grant Agreement • May 10th, 2006 • Rowan Companies Inc • Drilling oil & gas wells • Texas
THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made as of the 28th day of April, 2006 (the “Grant Date”), between Rowan Companies, Inc., a Delaware corporation (the “Company”), and _______________ (“Participant”).
ROWAN COMPANIES, INC. as the Company ROWAN COMPANIES PLC as Guarantor and as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of May 4, 2012 to INDENTURE Dated as of July 21, 2009Third Supplemental Indenture • May 4th, 2012 • Rowan Companies PLC • Drilling oil & gas wells • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of May 4, 2012 (this “Supplemental Indenture”), by and among ROWAN COMPANIES, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), ROWAN COMPANIES PLC, a public limited company incorporated under the laws of England and Wales (the “Parent”), and U.S. BANK NATIONAL ASSOCIATION, a nationally chartered banking association, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).
ContractNonqualified Stock Option Agreement • May 10th, 2006 • Rowan Companies Inc • Drilling oil & gas wells • Texas
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 4th, 2012 • Rowan Companies PLC • Drilling oil & gas wells • New York
This CREDIT AGREEMENT dated as of September 16, 2010 (“Agreement”) is among (a) Rowan Companies, Inc., a Delaware corporation (“Rowan Delaware”), and Rowan Companies plc, an English public limited company (the “Parent” and, together with Rowan Delaware, the “Borrowers” and each a “Borrower”), (b) the Lenders (as defined below), and (c) Wells Fargo Bank, National Association, as Swingline Lender, an Issuing Lender, and as the Administrative Agent (each as defined below) for the Lenders.
ContractAsset Transfer and Contribution Agreement • February 24th, 2017 • Rowan Companies PLC • Drilling oil & gas wells
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).
