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”.
AGREEMENT OF IRREVOCABLE UNDERTAKINGAgreement of Irrevocable Undertaking • January 29th, 2019 • Ensco PLC • Drilling oil & gas wells
We the undersigned understand that Ensco is considering the Acquisition substantially on the terms and conditions set out or referred to in the transaction agreement entered into between Ensco and Rowan dated October 7, 2018 with such amendments as are necessary to implement an increase in the exchange ratio of Class A ordinary shares of $0.10 each in the capital of Ensco (“Ensco Ordinary Shares”) for each Class A ordinary share of $0.15 in the capital of Rowan (“Rowan Ordinary Shares”) held at completion of the Acquisition from 2.215 to 2.75 (as so amended, the “Transaction Agreement”).
