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.
CONSULTANCY AGREEMENTEnsco Services • July 30th, 2020 • Valaris PLC • Drilling oil & gas wells • England
FORBEARANCE AGREEMENTForbearance Agreement • July 30th, 2020 • Valaris PLC • Drilling oil & gas wells • New York
This FORBEARANCE AGREEMENT, dated as of June 30, 2020 (this “Agreement”), is by and among Valaris plc, a public limited company organized under the laws of England and Wales (the “Company” or the “Issuer”) and the undersigned beneficial holders or investment managers or advisors for such beneficial holders (together with any party that executes a Forbearance Joinder Agreement (the form of which is attached hereto as Exhibit A) after the date hereof, the “Supporting Holders”) of the Issuer’s 4.875% Senior Notes due 2022 (the “2022 Notes”), 4.75% Senior Notes due 2024 (the “2024 Notes”), 7.375% Senior Notes due 2025 (the “2025 Notes”), 5.4% Senior Notes due 2042 (the “2042 Notes”) and 5.85% Senior Notes due 2044 (the “2044 Notes” and together with the 2022 Notes, the 2024 Notes, the 2025 Notes and the 2042 Notes, the “Notes”).
DEED OF AMENDMENT NO. 1 TO RESTATED EMPLOYMENT AGREEMENT Dated 26 April 2020Employment Agreement • July 30th, 2020 • Valaris PLC • Drilling oil & gas wells
THIS DEED OF AMENDMENT NO. 1 (this “Amendment”) to that certain Restated Employment Agreement dated as of 7 October 2018 by and between ENSCO SERVICES LIMITED, incorporated and registered in England and Wales with company number 04605864 whose registered office is at 7 Albemarle Street, London, England, W1S 4HQ (the “Company”) and CARL TROWELL (the “Employee,” and together with the Company, the “Parties”) (the “Employment Agreement”), is entered into between the Parties on this 26th day of April 2020.
AMENDED AND RESTATED WAIVER TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 30th, 2020 • Valaris PLC • Drilling oil & gas wells
This AMENDED AND RESTATED WAIVER TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “A&R Waiver”), is dated as of June 30, 2020, by and among Valaris plc, an English public limited company (the “Parent”), Pride International LLC, a Delaware limited liability company and indirect wholly-owned Subsidiary of the Parent (“Pride” and together with the Parent, the “Borrowers”), the Guarantors, the Banks and Issuing Banks listed on the signature pages hereto (the “Required Banks”) (which in each case herein, constitute the “Majority Banks” under the Credit Agreement (as defined below)) and Citibank, N.A., as administrative agent (the “Administrative Agent”).
