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
