Exhibit 10.1


 


Execution Version


  


AMENDMENT NO. 1, TEMPORARY WAIVER, and
commitment reduction agreement


 


This AMENDMENT NO. 1, TEMPORARY
WAIVER, AND COMMITMENT REDUCTION AGREEMENT (this “Agreement”), dated as of February 28, 2019, is by and among
RDC Holdings Luxembourg S.à r.l., a Luxembourg private limited liability company (the “Borrower”), Rowan
Companies plc, an English public limited company (the “Parent”), the other Guarantors party hereto, the Lenders
party hereto, and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative
Agent”).


 


Whereas,
the Borrower, the Lenders and the Administrative Agent are party to that certain Credit Agreement dated as of May 22, 2018 (as
amended, restated, or otherwise modified from time to time, the “Credit Agreement”, the capitalized terms of
which are used herein as therein defined unless otherwise defined herein).


 


WHEREAS, the Parent and
Ensco plc, an English public limited company (“Ensco”), have entered into that certain Transaction Agreement
dated as of October 7, 2018, as amended by that certain Deed of Amendment No. 1 to Transaction Agreement dated as of January 28,
2019 (as in effect on the Effective Date, the “Ensco Transaction Agreement”), pursuant to which Ensco or its
nominee has agreed to acquire the entire issued and to be issued ordinary share capital of the Parent (such transaction, the “Ensco
Transaction”).


 


WHEREAS, the consummation
of the Ensco Transaction will constitute a Change in Control and will be an Event of Default under Section 7.1(l) of the Credit
Agreement (such Event of Default, the “Designated Default”).


 


WHEREAS, the Borrower has
requested, and the Lenders party hereto have agreed, subject to the terms and conditions hereof, (a) a temporary waiver of
the Designated Default as further described herein, (b) certain amendments to the Credit Agreement, and (c) a ratable
reduction of the Revolving Commitments of the Lenders, in each case as set forth herein.


 


Now,
Therefore, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:


 






    	 	 	 



     


    

 


Section 1.            Temporary
Waiver.


 


(a)          The
Lenders party to this Agreement hereby agree, subject to the terms and conditions of this Agreement, to temporarily waive the Designated
Default until the date that is six months after the Effective Date (the “Waiver Termination Date”). The waiver
by the Lenders described in this Section 1 is contingent upon the satisfaction of the conditions precedent set forth in
this Agreement and is limited to the Designated Default. Such waiver is limited to the extent described herein and shall not be
construed to be a consent to or a permanent waiver of the Designated Default or Section 7.1 of the Credit Agreement or any
other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or in any of the other Credit Documents.
For the avoidance of doubt, until the Waiver Termination Date, no Default or Event of Default shall be deemed to exist with respect
to the Designated Default for the purpose of (i) any right of the Credit Parties under the Credit Documents that is conditioned
upon the absence of any Default or Event of Default and (ii) any right of the Administrative Agent, the Lenders or any Issuing
Lender, the exercise of which is conditioned upon the existence of a Default or Event of Default. The Administrative Agent and
the Lenders reserve the right to exercise any rights and remedies available to them in connection with any other present or future
Defaults or Events of Default with respect to the Credit Agreement or any other provision of any Credit Document.


 


(b)          The
waiver by the Lenders described in this Section 1 is temporary in nature and the Designated Default shall, unless otherwise
waived by the Majority Lenders, be immediately and automatically reinstated on the Waiver Termination Date and shall constitute
an “Event of Default” under the Credit Agreement and the other Credit Documents. Each of the Credit Parties hereby
agrees and acknowledges that (i) the Designated Default has not been permanently waived as a result of this Agreement and that
such waiver is temporary in nature, and (ii) concurrent with the Waiver Termination Date, all rights and remedies of the Lenders
enjoined as a result of this Section 1 shall be reinstated.


 


Section 2.            Commitment
Reduction. As of the Effective Date, the Revolving Commitments shall be reduced ratably pursuant to Section 2.1(b) of the Credit
Agreement in an aggregate amount equal to $191,000,000, and each Lender’s Revolving Commitment shall be the amount set forth
next to its name on the schedule of Revolving Commitments attached as Schedule II hereto. The Lenders party hereto which
constitute Majority Lenders hereby waive all notices, increments, and minimum amounts required in connection with such commitment
reduction pursuant to Section 2.1(b) of the Credit Agreement.


 


Section 3.            Amendments
to Credit Agreement. Upon the satisfaction of the conditions specified in Section 4 of this Agreement, and effective
as of the Effective Date, the Credit Agreement is amended as follows:


 


(a)          Section
1.1 (Certain Defined Terms) of the Credit Agreement is hereby amended by adding the following new defined terms in alphabetical
order:


 


“Amendment
No. 1” means Amendment No. 1, Temporary Waiver and Commitment Reduction Agreement dated as of February 28, 2019
among the Borrower, the Parent, the Lenders party thereto and the Administrative Agent.


 


“Amendment
No. 1 Effective Date” means the “Effective Date” as defined in Amendment No. 1.


 






    	 	-2-	 



     


    

 


“Ensco”
means Ensco plc, an English public limited company.


 


“Ensco
Credit Agreement” means that certain Fourth Amended and Restated Credit Agreement dated as of May 7, 2013,
as amended by the First Amendment dated as of September 30, 2014, the Second Amendment dated as of March 9, 2015, the Third
Amendment dated as of July 1, 2016, the Extension Agreement dated as of October 4, 2016, the Fourth Amendment dated as of December 15,
2016, and the Commitment Agreement and Fifth Amendment dated as of October 3, 2017 and effective as of October 6, 2017,
among Ensco and Pride International LLC, as borrowers, the banks party thereto, and Citibank, N.A., as administrative agent, as
in effect on the Amendment No. 1 Effective Date and as amended, supplemented or otherwise modified thereafter in any manner that
does not result in further restrictions to the ability of the Credit Parties to repay the Obligations or to grant Liens to secure
the Obligations. 


 


“Ensco
Senior Notes Documents” means (a) the Indenture, dated March 17, 2011, between Ensco and Deutsche Bank Trust Company
America, as supplemented by the Supplemental Indenture dated March 17, 2011, the Second Supplemental Indenture dated September
29, 2014, the Third Supplemental Indenture dated March 12, 2015, the Fourth Supplemental Indenture dated January 9, 2017, and the
Fifth Supplemental Indenture dated January 26, 2018, (b) Indenture dated November 20, 1997 between International, as issuer, and
Bankers Trust Company, as trustee, as supplemented by the First Supplemental Indenture dated November 20, 1997 and the Second Supplemental
Indenture dated December 22, 2009, (c) the Indenture dated Dec 12, 2016 among Ensco Jersey Finance Limited, as issuer, Ensco, as
guarantor and Deutsche Bank Trust Company Americas, as trustee and (d) the Indenture dated July 1, 2004 among Pride International
LLC, as the issuer, Ensco as guarantor and The Bank of New York Mellon, as trustee, as supplemented by the First Supplemental Indenture
dated July 7, 2004, the Second Supplemental Indenture dated June 2, 2009, the Third Supplemental Indenture dated August 6, 2010
and the Fourth Supplemental Indenture dated May 31, 2011, in each case as in effect on the Amendment No. 1 Effective Date and as
amended, supplemented or otherwise modified thereafter in any manner that does not result in further restrictions to the ability
of the Credit Parties to repay the Obligations or to grant Liens to secure the Obligations. 


 






    	 	-3-	 



     


    

 


“Ensco
Transaction” means the acquisition of the entire issued and to be issued ordinary share capital of the Parent by Ensco
or its nominee pursuant to the terms and conditions set forth in that certain Transaction Agreement dated as of October 7, 2018
(as amended by that certain Deed of Amendment No. 1 to Transaction Agreement dated as of January 28, 2019 and as may be further
amended, the “Ensco Transaction Agreement”), as in effect on the Amendment No. 1 Effective Date and the
Scheme of Arrangement (as defined in and in substantially the form attached to the Ensco Transaction Agreement as in effect on
the Amendment No. 1 Effective Date).


 


“Waiver
Termination Date” has the meaning set forth in Amendment No. 1. 


 


(b)          Section
1.1 of the Credit Agreement is hereby further amended by restating the defined term “Financial Statements” in its entirety
as follows:


 


“Financial
Statements” means, for any period, the consolidated financial statements of the Parent and its consolidated Subsidiaries,
including statements of operation and cash flow for such period as well as a balance sheet as of the end of such period, and in
the case of the annual financial statements only, accompanying footnotes, all prepared in accordance with GAAP. 


 


(c)          Section
1.1 of the Credit Agreement is hereby further amended by restating the defined term “Net Worth” in its entirety as
follows:


 


“Net
Worth” means as of the date of its determination, consolidated shareholders’ equity of the Parent and its consolidated
Subsidiaries, as determined in accordance with GAAP and, with respect to any measurement period beginning on and after the Amendment
No. 1 Effective Date and ending on or before the Waiver Termination Date, without giving effect to any writedown caused by the
application of purchase price accounting methods in connection with the Ensco Transaction.


 


(d)          Section
1.1 of the Credit Agreement is hereby further amended by restating the defined term “Rig Value” in its entirety as
follows:


 


“Rig
Value” means, with respect to any Rig, the net book value (determined in accordance with GAAP) of such Rig, as reflected
in the Parent’s consolidated balance sheet most recently delivered pursuant to Section 5.2(a) or (b); provided
that, with respect to the determination of the Rig Value of any Rig acquired after the earlier of (x) December 31, 2018 and (y)
the last day of the most recently ended fiscal quarter for which the Financial Statements have been, or were required to be, delivered
pursuant to Section 5.2(a) or (b), the Rig Value of such Rig shall be as reasonably agreed by the Parent and the
Administrative Agent; and provided further that, with respect to any measurement date on or after the Amendment No. 1 Effective
Date and ending on or before the Waiver Termination Date, the Rig Value for any Rig shall be calculated without giving effect to
any writedown caused by the application of purchase price accounting methods in connection with the Ensco Transaction.


 






    	 	-4-	 



     


    

 


(e)          Section
3.2 of the Credit Agreement is hereby amended by adding the following new clause (f):


 


(f)          No
Conflicts. Such Credit Extension and the application of the proceeds thereof do not cause a Default or Event of Default (or
similar terms) as defined in the Ensco Credit Agreement or the Ensco Senior Notes Documents. 


 


(f)          Section
5.2(b) of the Credit Agreement is hereby amended by restating clause (i) thereof to read in its entirety as follows:


 


(i)          The
Parent shall provide to the Administrative Agent, as soon as available after the end of the first three fiscal quarters of each
fiscal year of the Parent, but in any event (A) for any fiscal quarter ending prior to the consummation of the Ensco Transaction,
no more than five Business Days after the date required under Securities Laws for the filing of its Form 10-Q and (B) for
any fiscal quarter ending after the consummation of the Ensco Transaction, within 45 days after the end of such fiscal quarter,
Financial Statements as of the close of such fiscal quarter which shall be certified as accurate by a senior financial officer
of the Parent, and a duly completed Compliance Certificate. 


 


(g)          Section
6.5 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:


 


6.5       Burdensome
Agreements. The Parent shall not, nor shall it permit any Subsidiary to, create, incur, assume or permit to exist any
contract, agreement or understanding (other than this Agreement) which in any way prohibits or restricts (or requires the consent
of or notice to other Persons in connection with) (a) the Parent or any Subsidiary from paying or prepaying the Obligations (other
than the Ensco Credit Agreement), (b) the granting, conveying, creation or imposition of any Lien on any of its Property, whether
now owned or hereafter acquired, to secure the Obligations (other than (w) agreements governing secured Debt permitted by Sections
6.1 and 6.2 to the extent such restrictions govern only the asset financed pursuant to or securing such Debt, (x) any
Acceptable Indenture or the Ensco Senior Notes Documents, (y) the Ensco Credit Agreement, and (z) any agreement governing permitted
Convertible Debt or a Permitted Bridge Facility), or (c) any Subsidiary from making Restricted Payments (other than the Ensco Credit
Agreement and any agreement governing Debt of a Credit Party permitted under Section 6.1(f) or Section 6.1(g) in
its capacity as a primary obligor or guarantor of such Debt) to the Borrower or any other Credit Party or making or paying intercompany
loans and advances to the Borrower, in each case other than restrictions that (i) are customary provisions in joint venture agreements
and other similar agreements applicable to joint ventures permitted under Section 6.9 and applicable solely to such
joint venture, (ii) are customary restrictions in leases, subleases, licenses, asset sale agreements otherwise permitted hereby
and transactions permitted by Section 6.8 so long as such restrictions relate solely to the assets subject thereto, and
(iii) are restrictions in agreements governing Debt permitted under Section 6.1(e).


 






    	 	-5-	 



     


    

 


(h)          Exhibit
D (Notice of Borrowing) to the Credit Agreement is hereby replaced in its entirety with Exhibit D attached hereto.


 


(i)          Exhibit
G (Letter of Credit Request) to the Credit Agreement is hereby replaced in its entirety with Exhibit G attached hereto.


 


(j)          Schedule
II (Revolving Commitments) to the Credit Agreement is hereby replaced in its entirety with Schedule II attached hereto.


 


Section 4.            Conditions
Precedent. This Agreement shall become effective as of the date on which the following conditions precedent are satisfied (the
“Effective Date”):


 


(a)          Documentation.
The Administrative Agent shall have received the following, each dated on or before the Effective Date, duly executed by all the
parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent:


 


(1)          counterparts
of this Agreement duly executed by the Borrower, the Guarantors, the Majority Lenders, and the Administrative Agent;


 






    	 	-6-	 



     


    

 


(2)          a
certificate from a Responsible Officer of the Borrower and the Parent dated as of the Effective Date stating that, both before
and after giving effect to this Agreement, (i) representations and warranties made by any Credit Party set forth in the Credit
Documents are true and correct in all material respects on and as of the Effective Date; provided that (A) to the extent
any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to materiality, such representation
and warranty is true and correct in all respects, (B) to the extent that such representation or warranty relates to an earlier
date, it shall be true and correct only as of such specified date, (C) the representations and warranties contained in Section
4.4(a) of the Credit Agreement shall be deemed to refer to the most recent Financial Statements furnished pursuant to Sections
5.2(a) and (b), respectively, of the Credit Agreement, and (D) the representation and warranty contained in Section 4.4(b) of the
Credit Agreement shall be deemed to refer to the most recent Financial Statements furnished pursuant to Section 5.2(a) of the Credit
Agreement, (ii) no Default shall have occurred and be continuing; (iii) the Ensco Transaction has been consummated in all
material respects in accordance with the terms and conditions of the Ensco Transaction Agreement, as such Transaction Agreement
was publicly filed on October 7, 2018 and amended by that certain Deed of Amendment No. 1 to Transaction Agreement dated as of
January 28, 2019, and as otherwise amended in any manner not materially adverse to the Lenders, and (iv) the execution, delivery
and performance by each Credit Party of the Credit Documents does not result in a Default or Event of Default (or similar terms)
under the Ensco Credit Agreement or the Ensco Senior Notes Documents, in each case after giving effect to this Agreement and the
Ensco Transaction; and


 


(3)          such
other documents and governmental certificates as the Lender Parties may reasonably request.


 


(b)          Termination
of Non-Extended Credit Agreement. The Administrative Agent shall have received evidence reasonably satisfactory to it that
the payoff and termination of the Non-Extended Credit Agreement has been consummated such that all amounts outstanding thereunder
have been paid, all commitments thereunder have been terminated, and all letters of credit issued thereunder have been terminated,
expired, cash collateralized or other arrangements acceptable to the applicable issuing bank with respect thereto have been made,
as applicable.


 


(c)          Ensco
Transaction. The Ensco Transaction has been consummated in all material respects in accordance with the terms and conditions
of the Ensco Transaction Agreement and the Scheme of Arrangement.


 


(d)          Payment
of Fees and Expenses. On the Effective Date, the Borrower shall have paid the fees required to be paid to the Administrative
Agent and the Lenders pursuant to Section 9.1(a) of the Credit Agreement (including the fees and expenses of counsel to the Administrative
Agent to the extent invoiced prior to the Effective Date), any other provision of a Credit Document to the extent invoiced prior
to the Effective Date, and any fee letter or other written agreement executed in connection with this Agreement.


 






    	 	-7-	 



     


    

 


Section 5.            Representations
and Warranties. Each Credit Party hereby represents and warrants to the Administrative Agent that, as of the date hereof (other
than with respect to clause (e)(ii) below) and on the Effective Date (with respect to all clauses below): (a) the representations
and warranties made by such Credit Party in the Credit Documents are true and correct in all material respects on and as of the
Effective Date; provided that (i) to the extent any representation and warranty is qualified as to “Material Adverse Change”
or otherwise as to materiality, such representation and warranty is true and correct in all respects, (ii) to the extent that such
representation or warranty relates to an earlier date, it shall be true and correct only as of such specified date, (iii) the representations
and warranties contained in Section 4.4(a) of the Credit Agreement shall be deemed to refer to the most recent Financial Statements
furnished pursuant to Sections 5.2(a) and (b), respectively, of the Credit Agreement, and (iv) the representation and warranty
contained in Section 4.4(b) of the Credit Agreement shall be deemed to refer to the most recent Financial Statements furnished
pursuant to Section 5.2(a) of the Credit Agreement; (b) the execution, delivery and performance of this Agreement are within such
Credit Party’s power and have been duly authorized by all necessary corporate, limited liability company or partnership action;
(c) this Agreement constitutes the legal, valid, and binding obligation of such Credit Party enforceable in accordance with its
terms, except as limited by applicable Debtor Relief Laws or similar laws at the time in effect affecting the rights of creditors
generally and general principles of equity; (d) the execution, delivery, and performance by each Credit Party of this Agreement
and the consummation of the transactions contemplated thereby do not require any authorization or approval or other action by,
or any notice or filing with, any Governmental Authority, except notices to or filings with the SEC that may be required from time
to time and where the failure to obtain such authorizations or approvals could not reasonably be expected to result in a Material
Adverse Change; and (e) the execution, delivery and performance by each Credit Party of this Agreement and the consummation
of the transactions contemplated thereby (i) do not contravene any contractual restriction binding on or affecting such Credit
Party except where such contravention could not reasonably be expected to result in a Material Adverse Change and (ii) after
giving effect to this Agreement and the Ensco Transaction, do not result in a Default or Event of Default (or similar terms) under
the Ensco Credit Agreement or the Ensco Senior Notes Documents.


 


Section 6.            Reaffirmation
of Guaranty.            Each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty to
which it is a party are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee
the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed
Obligations (as defined in such Guaranty), and its execution and delivery of this Agreement does not indicate or establish an approval
or consent requirement by such Guarantor under the Guaranty, in connection with the execution and delivery of amendments, consents
or waivers to the Credit Agreement, the Notes or any of the other Credit Documents.


 


Section 7.            Miscellaneous.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Except as
herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Agreement is, for the avoidance
of doubt, a Credit Document under the Credit Agreement. Other than as set forth in Section 1 above, the execution and delivery
of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the
Credit Agreement or any Credit Document, nor, except as herein provided, constitute a waiver of any provision of the Credit Agreement
or any Credit Document. Upon the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement,”
“hereunder” or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified
by this Agreement. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one
and the same amendatory instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Transmission
by facsimile or electronic transmission (e.g., PDF) of an executed counterpart of this Agreement shall be deemed to constitute
due and sufficient delivery of such counterpart.


 


[Signature Pages Follow]


 




    	 	-8-	 



     


    


 


In
Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	BORROWER:
	 	 
	 	RDC Holdings Luxembourg S.à r.l.


 


	 	By:	/s/ Rui Miguel Silva Gomes
	 	Name:	Rui Miguel Silva Gomes
	 	Title:	Category A Manager


 


	 	GUARANTORS:
	 	 
	 	ROWAN COMPANIES PLC


 


	 	By:	/s/ Stephen Butz
	 	Name:	Stephen Butz
	 	Title:	Executive Vice President and
	 	 	Chief Financial Officer


 


	 	Ralph Coffman Luxembourg S.à r.l


 


	 	By:	/s/ Rui Miguel Silva Gomes
	 	Name:	Rui Miguel Silva Gomes
	 	Title:	Category A Manager


 


	 	ROWAN FINANZ S.à r.l.


 


	 	By:	/s/ Rui Miguel Silva Gomes
	 	Name:	Rui Miguel Silva Gomes
	 	Title:	Category A Manager


 


	 	ROWAN OFFSHORE Luxembourg S.à r.l.


 


	 	By:	/s/ Rui Miguel Silva Gomes
	 	Name:	Rui Miguel Silva Gomes
	 	Title:	Category A Manager


 




    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    


 


	 	ROWAN RIGS S.à r.l.


 


	 	By:	/s/ Rui Miguel Silva Gomes
	 	Name:	Rui Miguel Silva Gomes
	 	Title:	Category A Manager


 


	 	ATLANTIC MARITIME SERVICES LLC,
	 	a Delaware limited liability company


 


	 	By:	/s/ Stephen Butz
	 	Name:	Stephen Butz
	 	Title:	President and Treasurer


 


	 	Rowan 350 Slot Rigs, Inc.
	 	a Delaware corporation


 


	 	By:	/s/ Stephen Butz
	 	Name:	Stephen Butz
	 	Title:	President and Treasurer


 


	 	ROWAN COMPANIES, INC.


 


	 	By:	/s/ Stephen M. Butz
	 	Name:	Stephen M. Butz
	 	Title:	Executive Vice President and Chief Financial Officer


 


	 	ROWAN FINANCE LLC


 


	 	By:	/s/ Stephen Butz
	 	Name:	Stephen Butz
	 	Title:	Vice President and Treasurer



 



    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    


 


	 	ROWAN REX LIMITED


 


	 	By:	/s/ Stephen M. Butz
	 	Name:	Stephen M. Butz
	 	Title:	Vice President and Chief Financial Officer


 


	 	Executed as a Deed by
	 	ROWAN N-CLASS (GIBRALTAR) LIMITED


 


	 	By:	/s/ Louis B. Triay
	 	Name:	Louis B. Triay
	 	 	For and on behalf of Trilex Limited
	 	Title:	Director


 


	 	in the presence of:


 


	 	Witness Signature:	/s/ G. Gaetto


 


	 	Witness Name: G. Gaetto


 


	 	Witness Address:	
        19 Town Range

        Gibraltar



 




    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    

 


	 	LENDER PARTIES:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Administrative Agent, Swingline Lender, an Issuing Lender, and a Lender


 


	 	By:	/s/ Timothy P. Gebauer
	 	Name:	Timothy P. Gebauer
	 	Title:	Director


 




    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    

 


	 	DNB CAPITAL LLC,
	 	as a Lender 


 


	 	By:	/s/ Andrew J. Shohet
	 	Name:	Andrew J. Shohet
	 	Title:	Senior Vice President
	 	 	 
	 	By:	/s/ Philippe Wulfers
	 	Name:	Philippe Wulfers
	 	Title:	First Vice President


 


	 	DNB BANK ASA, NEW YORK BRANCH,
	 	as an Issuing Lender


 


	 	By:	/s/ Andrew J. Shohet
	 	Name:	Andrew J. Shohet
	 	Title:	Senior Vice President
	 	 	 
	 	By:	/s/ Philippe Wulfers
	 	Name:	Philippe Wulfers
	 	Title:	First Vice President


 




    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    

 


	 	mufg bank, ltd., 
	 	as an Issuing Lender and a Lender


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    

 


	 	BANK OF AMERICA, N.A.,
	 	as an Issuing Lender and a Lender


 


	 	By:	/s/ Christopher Bibion
	 	Name:	Christopher BiBion
	 	Title:	Director


 




    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    

 


	 	barclays bank plc,
	 	as an Issuing Lender and a Lender 


 


	 	By:	/s/ May Huang
	 	Name:	May Huang
	 	Title:	Assistant Vice President



 



    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    

 


	 	citibank, N.A.,
	 	as an Issuing Lender and a Lender 


 


	 	By:	/s/ Derrick Lenz
	 	Name:	Derrick Lenz
	 	Title:	Vice President


 




    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    

 


	 	hsbc bank usa, n.A.,
	 	as a Lender 


 


	 	By:	/s/ Michael Bustios
	 	Name:	Michael Bustios
	 	Title:	Senior Vice President



 



    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    

 


	 	ZIONS BANCORPORATION, N.A. dba AMEGY BANK, 
	 	as a Lender


 


	 	By:	/s/ Steven Taylor
	 	Name:	Steven Taylor
	 	Title:	Vice President


 




    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    

 





	 	GOLDMAN SACHS BANK USA,
	 	as a Lender 




 


	 	By:	/s/ Jamie Minieri
	 	Name:	Jamie Minieri
	 	Title:	Authorized Signatory


 




    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    

 


	 	THE bank of nova scotia, HOUSTON BRANCH
	 	as an Lender 


 


	 	By:	/s/ Thane Rattew
	 	Name:	Thane Rattew
	 	Title:	Managing Director
	 	 	 
	 	By:	/s/ David Lima
	 	Name:	David Lima
	 	Title:	Director



 



    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    

	 	M&T BANK
	 	as a Lender


 


	 	By:	/s/ Edward Tierney
	 	Name:	Edward Tierney
	 	Title:	Senior Vice President


 




    	Signature Page to Waiver, Amendment No. 1 and Commitment Reduction Agreement
RDC Holdings Luxembourg S.à r.l.




     


    

 


SCHEDULE
II


 


Revolving Commitments


 


	LENDER	 	REVOLVING COMMITMENT	 
	Wells Fargo Bank, National Association	 	$	90,714,285.75	 
	Bank of America, N.A.	 	$	90,428,571.42	 
	Citibank, N.A.	 	$	90,428,571.42	 
	Barclays Bank PLC	 	$	90,428,571.42	 
	MUFG Bank, Ltd.	 	$	90,428,571.42	 
	DNB Capital LLC	 	$	80,571,428.57	 
	Goldman Sachs Bank USA	 	$	63,000,000.00	 
	HSBC Bank USA, N.A.	 	$	60,000,000.00	 
	M&T Bank	 	$	60,000,000.00	 
	The Bank of Nova Scotia, Houston Branch	 	$	27,000,000.00	 
	Zions Bancoporation, N.A. dba Amegy Bank	 	$	21,000,000.00	 
	Total	 	$	764,000,000.00	 



 




    	Schedule II – Revolving Commitments




     


    


 


EXHIBIT D


 


FORM OF NOTICE OF BORROWING


 


[Date]


 


Wells Fargo Bank, National Association


1525 West W.T. Harris Blvd.


Mail Code: D1109-019


Charlotte, NC 28262


Attention: Syndication Agency Services


Telephone No.: (704) 590-2706


Telecopy No.: (704) 590-2790


E-mail: agencyservices.requests@wellsfargo.com


 


Ladies and Gentlemen:


 


The undersigned,
RDC Holdings Luxembourg S.à r.l., a Luxembourg private limited liability company (“société à
responsabilité limitée”), having its registered office at 48, Boulevard Grande-Duchesse Charlotte, L-1330
Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 167.417 (“Borrower”),
refers to the Credit Agreement dated as of May 22, 2018 (as the same may be amended, restated, supplemented or otherwise modified
from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Borrowing as
defined therein unless otherwise defined in this Notice of Borrowing) among the Borrower, Rowan Companies plc, an English public
limited company, the lenders party thereto (the “Lenders”), and Wells Fargo
Bank, National Association, as Administrative Agent, Swingline Lender, an Issuing Lender and a Lender. The Borrower hereby gives
you irrevocable notice pursuant to [Section 2.4(a)][Section 2.5(a)] of the Credit Agreement that the Borrower hereby requests a
borrowing consisting of [Swingline Advances] [Revolving Advances], and in connection with that request sets forth below the information
relating to such borrowing (the “Proposed Borrowing”) as required by [Section 2.4(h)][Section 2.5(a)] of the
Credit Agreement:


 


		(a)	The Business Day of the Proposed Borrowing is _____________, _____.



 


		(b)	The Proposed Borrowing will be composed of [Swingline Advances][Revolving
Advances].



 


		(c)	The Proposed Borrowing will be a [Eurodollar Advance][Base Rate Advance].



 


		(d)	The aggregate amount of the Proposed Borrowing is $____________.



 


		(e)	[The Interest Period for each Eurodollar Advance made as part of
the Proposed Borrowing is _____ month(s).]



 




    	Exhibit D – Form of Notice of Borrowing




     


    


 


The Borrower hereby certifies that the following
statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:


 


		(i)	The representations and warranties contained in the Credit Agreement and each of the other Credit
Documents are true and correct in all material respects, on and as of the date of the Proposed Borrowing, before and after giving
effect to such Proposed Borrowing, as though made on the date of the Proposed Borrowing (provided that to the extent any representation
and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation
and warranty is true and correct in all respects) except for those representations and warranties that are expressly made as of
an earlier date or period which were true and correct as of such earlier date or period.



 


		(ii)	No Default has occurred and is continuing, or would result from such Proposed Borrowing.



 


		(iii)	The Proposed Borrowing and the application of the proceeds thereof do not cause a Default or Event
of Default (or similar terms) as defined in the Ensco Credit Agreement or the Ensco Senior Notes Documents.



 


		(iv)	After giving pro forma effect to the Proposed Borrowing and any transactions anticipated to occur
in the period of five Business Days following the date thereof, the aggregate amount of Available Cash shall not exceed $200,000,000.



 


		(v)	After giving pro forma effect to the Proposed Borrowing, the aggregate amount of Available Cash
[will][will not] exceed $200,000,000.



 


		(vi)	[The Administrative Agent has received a Use of Proceeds Certificate from the undersigned with
respect to the Proposed Borrowing.]1



 


		(vii)	(1) As of the date of the Proposed Borrowing, the aggregate amount any Net Cash Proceeds of
issuances of, or capital contributions on account of, Equity Interests of the Parent excluded from the calculation of “Available
Cash” pursuant to clause (d) of the definition thereof is $______________, (2) such net cash proceeds were received on __________,
___, and (3) the intended purpose of such net cash proceeds is ______________.



 





 






1 To be included if the aggregate
amount of Available Cash would exceed $200,000,000 after giving effect to the Proposed Borrowing, excluding the effect of any other
transactions that have not occurred prior to or simultaneously with the Proposed Borrowing.


 






    	Exhibit D – Form of Notice of Borrowing




     


    

 


Very truly yours,


 


	 	RDC HOLDINGS LUXEMBOURG S.À R.L.


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit D – Form of Notice of Borrowing




     


    


 


EXHIBIT G


 


FORM OF LETTER OF CREDIT REQUEST


 


[Date]


 


Wells Fargo Bank, National Association


1525 West W.T. Harris Blvd.


Mail Code: D1109-019


Charlotte, NC 28262


Attention: Syndication Agency Services


Telephone No.: (704) 590-2706


Telecopy No.: (704) 590-2790


E-mail: agencyservices.requests@wellsfargo.com


 


Ladies and Gentlemen:


 


The undersigned,
RDC Holdings Luxembourg S.à r.l., a Luxembourg private limited liability company (“société à
responsabilité limitée”), having its registered office at 48, Boulevard Grande-Duchesse Charlotte, L-1330
Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 167.417 (“Borrower”),
refers to the Credit Agreement dated as of May 22, 2018 (as the same may be amended, restated, supplemented or otherwise modified
from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Letter of Credit Request
as defined therein unless otherwise defined in this Letter of Credit Request) among the Borrower, Rowan Companies plc, an English
public limited company, the lenders party thereto (the “Lenders”), and
Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender, an Issuing Lender and a Lender. The Borrower
hereby gives you irrevocable notice pursuant to Section 2.3(c) of the Credit Agreement that the Borrower hereby requests [the [amendment][increase][extension]
of an existing][a] letter of credit, and in connection with that request sets forth below the information relating to such letter
of credit (the “Proposed Letter of Credit”) as required by Section 2.3(c) of the Credit Agreement:


 


		(a)	The Business Day of the [issuance][amendment][increase][extension]
of the Proposed Letter of Credit is _____________, _____.



 


		(b)	The expiration date of the Proposed Letter of Credit is ________,
20__.



 


		(c)	The amount of the Proposed Letter of Credit is $____________.



 


		(d)	The Proposed Letter of Credit will be denominated in _________. 1



 


		(e)	[The Proposed Letter of Credit to be amended, increased or extended
is _______________.]



 





 






1 Letters
of Credit may be issued in Dollars or in an Alternative Currency.


 




    	Exhibit G – Form of Letter of Credit Request



     


    


 


The Borrower hereby certifies that the following
statements are true on the date hereof, and will be true on the date of the Proposed Letter of Credit:


 


		(i)	The representations and warranties contained in the Credit Agreement and each of the other Credit
Documents are true and correct in all material respects, on and as of the date of the Proposed Letter of Credit, before and after
giving effect to such Proposed Letter of Credit, as though made on the date of the Proposed Letter of Credit (provided that to
the extent any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”,
such representation and warranty is true and correct in all respects) except for those representations and warranties that are
expressly made as of an earlier date or period which were true and correct as of such earlier date or period.



 


		(ii)	The Proposed Letter of Credit and the application of the proceeds thereof do not cause a Default
or Event of Default (or similar terms) as defined in the Ensco Credit Agreement or the Ensco Senior Notes Documents.



 


		(iii)	No Default has occurred and is continuing, or would result from such Proposed Letter of Credit.



 




    	Exhibit G – Form of Letter of Credit Request



     


    


 


	 	Very truly yours,
	 	 
	 	RDC HOLDINGS LUXEMBOURG S.À R.L.


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 








    	Exhibit G – Form of Letter of Credit Request