Exhibit 4.4


 





 



 


THIRD SUPPLEMENTAL
INDENTURE


 


Valaris Limited


 


and


 


the Guarantors named herein


 


SENIOR SECURED FIRST LIEN NOTES DUE 2028


 


THIRD SUPPLEMENTAL INDENTURE


 


Dated as of January 14, 2022,


 


WILMINGTON SAVINGS FUND SOCIETY, FSB,


 


As Trustee and First Lien Collateral Agent


 


 



 






    


     


    

 


This THIRD SUPPLEMENTAL INDENTURE,
dated as of June 14, 2022, (this “Supplemental Indenture”) is among Valaris Limited, an exempted company incorporated
under the laws of Bermuda with registration number 56245, (the “Company”), Ensco (Thailand) Limited, a limited
company organized under the laws of Thailand and a subsidiary of the Company (the “Guaranteeing Subsidiary”) and
Wilmington Savings Fund Society, FSB, as trustee and as first lien collateral agent (the “Trustee”).


 


RECITALS


 


WHEREAS, the Company, the
Guarantors and the Trustee entered into an Indenture, dated as of April 30, 2021 (as amended by that certain First Supplemental Indenture
dated as of July 6, 2021, that certain Second Supplemental Indenture dated as of January 11, 2022, and as further amended, restated, amended
and restated, supplemented, or otherwise modified from time to time, the “Indenture”), providing for the issuance of
the Company’s Senior Secured First Lien Notes due 2028 (the “Notes”);


 


WHEREAS, the Indenture provides
that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant
to which the Guaranteeing Subsidiary shall become a Guarantor;


 


WHEREAS, Section 9.01(i) of
the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture in order to add any additional
Guarantor with respect to the Notes, without the consent of the Holders of the Notes; and


 


WHEREAS, all acts and things
prescribed by the Indenture, by law and by the Certificate of Incorporation, Articles of Association and the Bylaws (or comparable constituent
documents) of the Company and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company
and the Trustee, in accordance with its terms, have been duly done and performed;


 


NOW, THEREFORE, to comply
with the provisions of the Indenture and in consideration of the above premises, the Company, the Guaranteeing Subsidiary and the Trustee
covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:


 


Section 1. Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.


 


Section 2. Relation to
Indenture. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall
be construed in connection with and as part of, the Indenture for any and all purposes.


 






    


     


    

 


Section 3. Effectiveness
of Supplemental Indenture. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each
of the Company, the Guaranteeing Subsidiary and the Trustee.


 


Section 4. Agreement to
Guarantee. The Guaranteeing Subsidiary hereby agrees, by its execution of this Supplemental Indenture, to be bound by the provisions
of the Indenture applicable to Guarantors to the extent provided for and subject to the limitations therein, including Article 10 thereof.


 


Section 5. Ratification
of Obligations. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis
mutandis) and shall remain in full force and effect in accordance with their terms.


 


Section 6. The Trustee.
Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed,
by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to
all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated
at length herein and made applicable to the Trustee with respect hereto. The Trustee makes no representation as to the validity or sufficiency
of this Supplemental Indenture.


 


Section 7. Governing Law.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 8. Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed
copies together shall represent the same agreement. Signature of the parties hereto transmitted by facsimile or PDF shall be deemed to
be their original signatures for all purposes.


 


[Signatures on following pages]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, all as of the date first written above.


 


	 	COMPANY:
	 	 
	 	VALARIS LIMITED
	 	 	 
	 	By:	/s/ Darin Gibbins
	 	Name:	Darin Gibbins
	 	Title:	Interim Chief Financial Officer and VP – Investor Relations & Treasurer



 


[Signature Page to Third Supplemental Indenture]


 






    


     


    

 


	 	GUARANTEEING SUBSIDIARY:
	 	 
	 	ENSCO (THAILAND) LIMITED
	 	 	 
	 	By:	/s/ Abhay Shetty
	 	Name:	Abhay Shetty
	 	Title:	Director



 


[Signature Page to Third Supplemental Indenture]


 






    


     


    

 


	 	WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and First Lien Collateral Agent
	 	 	 
	 	By:	/s/ Geoffrey J. Lewis
	 	Name:	Geoffrey J. Lewis
	 	Title:	Vice President


 


[Signature Page to Third Supplemental Indenture]