Exhibit







Execution Version



WAIVER TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
This WAIVER TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Waiver”), is dated as of June 1, 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 (collectively, 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”).
PRELIMINARY STATEMENTS:
WHEREAS, the Borrowers, the Banks, the Administrative Agent and the Issuing Banks are parties to 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, the Commitment Agreement and Fifth Amendment dated as of October 3, 2017 and effective as of October 6, 2017, and the Commitment Increase Agreement and Sixth Amendment to Fourth Amended and Restated Credit Agreement and as the same may be further amended, restated, increased and extended, the “Credit Agreement”). 
WHEREAS, the Borrowers have advised the Required Banks that the Parent and/or one or more of its Subsidiaries, as applicable, have failed or may fail to make all or any part of their required interest payments due on (i) June 1, 2020, with respect to the Parent’s 4.875% Senior Notes due 2022 (the “2022 Notes”) and 5.40% Senior Notes due 2042 (“2042 Notes”) and (ii) on June 15, 2020, with respect to the Parent’s 7.375% Senior Notes due 2025 (the “2025 Notes” and, together with the 2022 Notes and 2042 Notes, the “Notes”). Pursuant to the Credit Agreement, any of the Parent’s or one or more of its Subsidiaries’ failure to make such required interest payments in respect of the Notes results in the existence of a Default under the Credit Agreement and, after giving effect to the applicable grace period afforded under the Notes, results in an Event of Default pursuant to Section 7.01(e) of the Credit Agreement (such Defaults and Events of Default heretofore described, the “Specified Notes Defaults”).
WHEREAS, the Borrowers have requested that the Required Banks waive (a) the Specified Notes Defaults; (b) any misrepresentation that might arise under Section 4.11 of the Credit Agreement solely as a result of the failure of the Parent to pay interest when due in connection with the Specified Notes Defaults; and (c) any requirement to provide notice of the occurrences described in clauses (a) and (b) (clauses (a), (b) and (c), together, the “Specified Defaults”) and the Administrative Agent and the Required Banks have agreed to do so subject to the terms and conditions of this Waiver.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.    Defined Terms.  Unless otherwise specifically defined herein, each term used herein (including in the recitals above) that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.


    





Section 2.        Waiver.  
Effective as of the Waiver Effective Date (as defined below), subject to the terms and conditions of this Waiver and in reliance upon the representations and warranties of the Loan Parties set forth in Section 4 below, the Required Banks hereby waive the Specified Defaults (provided, that the foregoing waiver shall only be effective as to any such Specified Defaults for so long as the applicable series of Notes with respect to such Specified Defaults has not been accelerated by the holders thereof in accordance with the terms thereof). This is a limited, one-time waiver and, except as expressly set forth herein, shall not be deemed to: (x) constitute a waiver of any other Default, Event of Default or any other breach of the Credit Agreement or any of the other Loan Documents, whether now existing or hereafter arising, (y) constitute a waiver of any right or remedy of any of the Administrative Agent, Banks or Issuing Banks under the Loan Documents which does not arise as a result of the Specified Defaults (all such rights and remedies being expressly reserved by the Administrative Agent, Banks and Issuing Banks) or (z) establish a custom or course of dealing or conduct between the Administrative Agent, Banks and Issuing Banks, on the one hand, and the Borrowers, the Guarantors or any other Loan Party on the other hand.  The foregoing waiver shall not be deemed to constitute a consent of any other act, omission or any breach of the Credit Agreement or any of the other Loan Documents.
Section 3.        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 Obligations in accordance with the terms of such Guaranty and its execution and delivery of this Waiver does not indicate or establish an approval or consent requirement by such Guarantor under such Guaranty in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement, the Notes or any of the other Loan Documents.
Section 4.        Representations True; No Default. Each of the Loan Parties represents that:
(a)            this Waiver has been duly authorized, executed and delivered on its behalf, and the Credit Agreement and the other Loan Documents to which it is a party, constitute the legal, valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity;
(b)            after giving effect to this Waiver, the representations and warranties of such Loan Party contained in Article IV of the Credit Agreement and in the other Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were true and correct in all material respects as of such earlier date and (ii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and
(c)            after giving effect to this Waiver, no Default or Event of Default under the Credit Agreement has occurred and is continuing.
Section 5.        Signing.  The date that each of the conditions precedent set forth in this Section 5 is satisfied shall be the “Signing Date” as such term is used in this Waiver: 


    





(a)            the Administrative Agent (or its counsel) shall have received counterparts of this Waiver duly and validly executed and delivered by duly authorized officers of:
(i)        each Loan Party;
(ii)        the Administrative Agent; and
(iii)        the Required Banks;
(b)            after giving effect to this Waiver, the representations and warranties of such Loan Party contained in Article IV of the Credit Agreement and in the other Loan Documents to which it is a party shall be true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties shall be true and correct in all material respects as of such earlier date and (ii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties shall be true and correct in all respects);
(c)            after giving effect to this Waiver, no Event of Default under the Credit Agreement shall have occurred and be continuing; and
(d)            the Borrowers shall have paid all reasonable and documented fees and out-of-pocket expenses of counsel and advisors for the Administrative Agent which are payable pursuant to Section 9.04 of the Credit Agreement, to the extent invoiced at least one Business Day prior to the Signing Date.
Section 6.        Effectiveness.  This Waiver shall become effective as of the first date (the “Waiver Effective Date”) upon which the Signing Date shall have occurred.
Section 7.        Miscellaneous Provisions.
(a)            From and after the execution, delivery, and effectiveness of this Waiver as set forth in Sections 5 and 6 above, the Credit Agreement shall continue in full force and effect.  Each Loan Party hereby agrees and acknowledges that the Administrative Agent, the Issuing Banks, and the Banks require and will require strict performance by such Loan Party of all of its respective obligations, agreements and covenants contained in the Credit Agreement, and the other Loan Documents to which it is a party (including any action or circumstance which is prohibited or limited during the existence of a Default or Event of Default), and no inaction or action by the Administrative Agent, any Issuing Bank, or any Bank regarding any Default or Event of Default is intended to be or shall be a waiver thereof (other than as set forth herein).  Each Loan Party hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, power, or remedy conferred to the Administrative Agent, any Issuing Bank, or any Bank in the Credit Agreement or in any other Loan Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of (other than as set forth herein) or otherwise prejudice any such right, power, or remedy.
(b)            The Administrative Agent, the Issuing Banks, and the Banks hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents.  Nothing in this Waiver shall constitute a waiver (other than as set forth herein) or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent, any Issuing Bank, or any Bank 


    





with respect to the Loan Documents, or (iv) the rights of the Administrative Agent, any Issuing Bank, or any Bank to collect the full amounts owing to them under the Loan Documents.
(c)        The Credit Agreement and this Waiver shall be read and construed as one and the same instrument; provided that no provision of this Waiver may be waived or modified without the consent of all the parties hereto.
(d)        Any reference in any of the Loan Documents to the Credit Agreement shall be a reference to the Credit Agreement as modified by this Waiver.
(e)        This Waiver is a Loan Document for purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of the representations, warranties, and covenants under this Waiver may be a Default or an Event of Default under the Loan Documents.
(f)        This Waiver shall be construed in accordance with and governed by the laws of the State of New York.
(g)        This Waiver may be signed in any number of counterparts and by different parties in separate counterparts and may be in original or facsimile form, each of which shall be deemed an original but all of which together constitute one and the same instrument.  The words “executed,” “execution,” “signed,” “signature” and words of like import in this Waiver shall be deemed to include electronic signatures or the keeping of electronic records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
(h)        The headings herein shall be accorded no significant in interpreting this Waiver.
Section 8.        Binding Effect.  This Waiver shall be binding upon and inure to the benefit of the Loan Parties, the Banks, the Issuing Banks and the Administrative Agent and their respective successors and assigns, except that the Loan Parties shall not have the right to assign their rights hereunder or any interest herein.
[Signature Pages Follow.]




    








IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed by their respective officers thereunto duly authorized, as of the date first above written.
BORROWERS:


                                                                 	
		
	 
	VALARIS PLC

	 
	 

	By:
	/s/ Darin Gibbins

	 
	Name : Darin Gibbins

	 
	Title : An Authorized Signatory

	 
	 

	 
	PRIDE INTERNATIONAL LLC

	 
	 

	 
	/s/ Derek Sample

	 
	Name : Derek Sample

	 
	Title : An Authorized Signatory






GUARANTORS:


                                                                 	
		
	 
	ENSCO JERSEY FINANCE LIMITED

	 
	 

	By:
	/s/ Jonathan P. Cross

	 
	Name : Jonathan P. Cross

	 
	Title : An Authorized Signatory






                                                                 	
		
	 
	ALPHA ACHIEVER COMPANY

	 
	ENSCO OCEAN 2 COMPANY

	 
	ENSCO OFFSHORE INTERNATIONAL COMPANY

	 
	ENSCO OVERSEAS LIMITED

	 
	ENSCO MANAGEMENT CORP.

	 
	PRIDE GLOBAL II LTD.

	 
	 

	By:
	/s/ Derek Sangster

	 
	Name : Derek A. Sangster

	 
	Title : An Authorized Signatory








Signature Page to Waiver to Fourth Amended and Restated Credit Agreement (Valaris)









                                                                  	
		
	 
	ENSCO GLOBAL GMBH

	 
	ENSCO INTERCONTINENTAL GMBH

	 
	ENSCO WORLDWIDE GMBH

	 
	 

	By:
	/s/ Derek Sangster

	 
	Name : Derek A. Sangster

	 
	Title : An Authorized Signatory
















Signature Page to Waiver to Fourth Amended and Restated Credit Agreement (Valaris)










                                                 	
		
	 
	ROWAN OFFSHORE LUXEMBOURG S.A.R.L. 
ROWAN RIGS S.A.R.L.

	 
	 

	By:
	/s/ Derek Sangster

	 
	Name : Derek A. Sangster

	 
	Title : An Authorized Signatory






ADMINISTRATIVE AGENT:


                                               	
		
	 
	CITIBANK, N.A., as Administrative Agent

	 
	 

	By:
	/s/ Derrick Lenz

	 
	Name : Derrick Lenz

	 
	Title : Vice President






REQUIRED BANKS:


                                             	
		
	 
	CITIBANK, N.A., as a Bank and an Issuing Bank

	 
	 

	By:
	/s/ Derrick Lenz

	 
	Name : Derrick Lenz

	 
	Title : Vice President




























Signature Page to Waiver to Fourth Amended and Restated Credit Agreement (Valaris)










                                                               	
		
	 
	Bank of America, N.A., as a Bank

	 
	 

	By:
	/s/ C. Mark Hedrick

	 
	Name : C. Mark Hedrick

	 
	Title : Managing Director








Signature Page to Waiver to Fourth Amended and Restated Credit Agreement (Valaris)










                                                              	
		
	 
	BARCLAYS BANK, N.A., as a Bank

	 
	 

	By:
	/s/ Sydney G. Dennis

	 
	Name : Sydney G. Dennis

	 
	Title : Director








Signature Page to Waiver to Fourth Amended and Restated Credit Agreement (Valaris)










                                                       	
		
	 
	BNB PARIBAS, as a Bank

	 
	 

	By:
	/s/ Sriram Chandrasekaran

	 
	Name : Sriram Chandrasekaran

	 
	Title : Director

	 
	 

	By:
	/s/ Amy Kirschner

	 
	Name: Amy Kirschner

	 
	Title : Managing Director

	 
	 








Signature Page to Waiver to Fourth Amended and Restated Credit Agreement (Valaris)










                                                        	
		
	 
	CITICORP NORTH AMERICA, INC., as a Bank

	 
	 

	By:
	/s/ Allister Chan

	 
	Name : Allister Chan

	 
	Title : Vice President








Signature Page to Waiver to Fourth Amended and Restated Credit Agreement (Valaris)










                                               	
		
	 
	DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank and an Issuing Bank

	 
	 

	By:
	/s/ Annie Chung

	 
	Name : Annie Chung

	 
	Title : Director

	 
	 

	By:
	/s/ Ming K. Chu

	 
	Name: Ming K. Chu

	 
	Title : Director

	 
	 








Signature Page to Waiver to Fourth Amended and Restated Credit Agreement (Valaris)










                                                    	
		
	 
	DNB Capital LLC, as a Bank

	 
	 

	By:
	/s/ Samantha Stone

	 
	Name : Samantha Stone

	 
	Title : Vice President

	 
	 

	By:
	/s/ Mita Zalavadia

	 
	Name: Mita Zalavadia

	 
	Title : Assistant Vice President

	 
	 




                                                   	
		
	 
	DNB Bank ASA, New York Branch, as an Issuing Bank

	 
	 

	By:
	/s/ Samantha Stone

	 
	Name : Samantha Stone

	 
	Title : Vice President

	 
	 

	By:
	/s/ Mita Zalavadia

	 
	Name: Mita Zalavadia

	 
	Title : Assistant Vice President

	 
	 


















Signature Page to Waiver to Fourth Amended and Restated Credit Agreement (Valaris)










                                                         	
		
	 
	HSBC Bank USA, NA, as a Bank and an Issuing Bank

	 
	 

	By:
	/s/ Temesgen Haile

	 
	Name : Temesgen Haile

	 
	Title : Vice President




  


Signature Page to Waiver to Fourth Amended and Restated Credit Agreement (Valaris)










        
	
		
	 
	Morgan Stanley Senior Funding, Inc., as a Bank

	 
	 

	By:
	/s/ Kevin J. Newman

	 
	Name : Kevin Newman

	 
	Title : Vice President



        




Signature Page to Waiver to Fourth Amended and Restated Credit Agreement (Valaris)