S-3ASR

As filed with the Securities and Exchange Commission on March 7, 2022

Registration No. 333-      ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Valaris Limited*

(Exact name of registrant as specified in its charter)

Bermuda (State or other jurisdiction of
incorporation or organization) 98-1589854 (I.R.S. Employer
Identification Number)

Clarendon House, 2 Church Street
Hamilton, Bermuda, HM 11
44(0) 20 7659 4660

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Darin Gibbins
Interim Chief Financial Officer and
Vice President, Investor Relations and Treasurer
Clarendon House, 2 Church Street
Hamilton, Bermuda, HM 11
(713) 789-1400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Tull R. Florey
Gibson, Dunn & Crutcher LLP
811 Main, Suite 3000
Houston, Texas 77002
(346) 718-6600

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:    ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Additional Registrants	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Alpha Achiever Company	Cayman Islands	98-0697800
Alpha Admiral Company	Cayman Islands	98-1078685
Alpha Archer Company	Cayman Islands	98-1116938
Alpha Aurora Company	Cayman Islands	98-0609312
Alpha Offshore Drilling Services Company	Cayman Islands	98-0206235
Alpha Orca Company	Cayman Islands	98-0697605
Alpha South Pacific Holding Company	Cayman Islands	98-0697615
Atlantic Maritime Services LLC	Delaware (USA)	74-1660668
Atwood Australian Waters Drilling Pty Limited	Australia	98-0667953
Atwood Oceanics Australia Pty Limited	Australia	98-0406992
Atwood Oceanics Pacific Limited	Cayman Islands	98-0662881
Atwood Offshore Drilling Limited	Hong Kong	98-0505288
Atwood Offshore Worldwide Limited	Cayman Islands	98-0697618
ENSCO (Barbados) Limited	Cayman Islands	83-0445907
Ensco (Myanmar) Limited	Myanmar	98-1187784
ENSCO Arabia Co. Ltd.	Saudi Arabia	—
ENSCO Asia Company LLC	Texas (USA)	75-1460971
ENSCO Asia Pacific Pte. Limited	Singapore	26-0068995
Ensco Associates Company	Cayman Islands	—
ENSCO Australia Pty. Limited	Australia	98-0377537
ENSCO Capital Limited	Cayman Islands / United Kingdom	98-0665084
ENSCO Corporate Resources LLC	Delaware (USA)	27-1504174
Ensco Deepwater Drilling Limited	England and Wales (UK)	98-1111430
ENSCO Deepwater USA II LLC	Delaware (USA)	27-0680769
ENSCO Development Limited	Cayman Islands	98-0681992
Ensco do Brasil Petróleo e Gás Ltda.	Brazil	52-2345836
Ensco Drilling I Ltd.	Cayman Islands	98-1409751
ENSCO Drilling Mexico LLC	Delaware (USA)	26-0546938
Ensco Endeavors Limited	Cayman Islands / United Kingdom	98-0702631
ENSCO Global GmbH	Switzerland	98-0644486
Ensco Global II Ltd.	Cayman Islands	98-1320722
ENSCO Global Investments LP	England and Wales (UK)	98-0659772
Ensco Global IV Ltd	British Virgin Islands	52-2345837
ENSCO Global Limited	Cayman Islands / United Kingdom	98-0637827
ENSCO Global Resources Limited	England and Wales (UK)	98-0644763
Ensco Holdco Limited	England and Wales (UK)	98-0633043
ENSCO Holding Company	Delaware (USA)	75-2246991
Ensco Holdings I Ltd.	Cayman Islands	98-1389722
Ensco Incorporated	Texas (USA)	76-0285260
Ensco Intercontinental GmbH	Switzerland	98-0704367
ENSCO International Incorporated	Delaware (USA)	76-0232579
Ensco International Ltd.	British Virgin Islands / United Kingdom	76-0356128
ENSCO Investments LLC	Nevada (USA) / United Kingdom	98-0644509
Ensco Jersey Finance Limited	Jersey / United Kingdom	98-1338299
ENSCO Limited	Cayman Islands	98-0369086
Ensco Management Corp.	British Virgin Islands	52-2346020
ENSCO Maritime Limited	Bermuda	98-0393929
Ensco Mexico Services S.de R.L. de C.V.	Mexico	98-1464039
Ensco Ocean 2 Company	Cayman Islands	—
ENSCO Oceanics Company LLC	Delaware (USA)	74-2080353
ENSCO Oceanics International Company	Cayman Islands	98-0369079
ENSCO Offshore LLC	Delaware (USA)	75-2349491
ENSCO Offshore International Company	Cayman Islands	98-0507424
ENSCO Offshore International Holdings Limited	Cayman Islands / United Kingdom	98-0655357
ENSCO Offshore International Inc.	Marshall Islands	98-0383744
Ensco Offshore International LLC	Delaware (USA)	—
Ensco Offshore Petróleo e Gás Ltda.	Brazil	98-0634349
ENSCO Offshore U.K. Limited	England and Wales (UK)	98-0369084
ENSCO Overseas Limited	Cayman Islands	98-0659769
ENSCO Services Limited	England and Wales (UK)	98-0394243
Ensco Transcontinental II LP	England and Wales (UK)	98-1062854
Ensco Transnational I Limited	Cayman Islands	98-1012691

Exact Name of Additional Registrants	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Ensco Transnational III Limited	Cayman Islands	—
ENSCO U.K. Limited	England and Wales (UK)	98-0393928
Ensco UK Drilling Limited	England and Wales (UK)	4417421838
Ensco Universal Holdings I Ltd.	Cayman Islands / United Kingdom	98-1305972
Ensco Universal Holdings II Ltd.	Cayman Islands / United Kingdom	98-1306192
ENSCO Universal Limited	England and Wales (UK)	98-0646354
Ensco Vistas Limited	Cayman Islands	98-1012692
Ensco Worldwide GmbH	Switzerland	98-0644481
EnscoRowan Ghana Drilling Limited	Ghana	C0028653696
Great White Shark Limited	Gibraltar	98-1146294
Green Turtle Limited	Gibraltar	98-1146297
International Technical Services LLC	Delaware (USA)	26-0811622
Manatee Limited	Malta	98-1247999
Manta Ray Limited	Malta	98-1292056
Marine Blue Limited	Gibraltar	98-1345823
Offshore Drilling Services LLC	Delaware (USA)	83-1345584.
Pacific Offshore Labor Company	Cayman Islands	98-0636666
Petroleum International Pte. Ltd.	Singapore	72-1552787
Pride Global II Ltd.	British Virgin Islands	30-0349437
Pride International LLC	Delaware (USA)	76-0069030
Pride International Management Co. LP	Texas (USA)	76-0555708
Ralph Coffman Cayman Limited	Cayman Islands	98-0579548
Ralph Coffman Limited	Gibraltar	98-1146288
Ralph Coffman Luxembourg S.à r.l.	Luxembourg	98-1142600
RCI International, Inc.	Cayman Islands	98-1022856
RD International Services Pte. Ltd.	Singapore	98-1093939
RDC Arabia Drilling, Inc.	Cayman Islands	76-0152727
RDC Holdings Luxembourg S.à r.l.	Luxembourg	98-1039699
RDC Malta Limited	Malta	98-1042279
RDC Offshore Luxembourg S.à r.l.	Luxembourg	98-1014303
RDC Offshore Malta Limited	Malta	98-1042283
RoCal Cayman Limited	Cayman Islands	98-1022865
Rowan 240C#3, Inc.	Cayman Islands	98-0579550
Rowan Companies Limited	England and Wales (UK)	98-1023315
Rowan Companies, LLC	Delaware (USA)	75-0759420
Rowan Drilling (Gibraltar) Limited	Gibraltar	98-0664560
Rowan Drilling (Trinidad) Limited	Cayman Islands	98-0579545
Rowan Drilling (U.K.) Limited	Scotland (UK)	74-1916586
Rowan Drilling Services Limited	Gibraltar	98-0686267
Rowan Financial Holdings S.à r.l.	Luxembourg	98-1339954
Rowan International Rig Holdings S.à r.l.	Luxembourg	98-1339962
Rowan Marine Services LLC	Texas (USA)	76-0373171
Rowan N-Class (Gibraltar) Limited	Gibraltar	98-1042236
Rowan No. 1 Limited	England and Wales (UK)	98-1054191
Rowan No. 2 Limited	England and Wales (UK)	98-1054196
Rowan Norway Limited	Gibraltar	80-0647857
Rowan Offshore (Gibraltar) Limited	Gibraltar	98-1042256
Rowan Offshore Luxembourg S.à r.l.	Luxembourg	98-1014307
Rowan Rigs S.à r.l.	Luxembourg	98-1391082
Rowan S. de R.L. de C.V.	Mexico	ROW0904157T4
Rowan Services LLC	Delaware (USA)	27-1054617
Rowan US Holdings (Gibraltar) Limited	Gibraltar	98-1042281
Rowandrill, LLC	Texas (USA)	74-1724642
Valaris Holdco 1 Limited	Bermuda	98-1589863
Valaris Holdco 2 Limited	Bermuda	98-1589869
Valaris United LLC	Delaware (USA)	87-4241216

*

Each additional registrant is a wholly-owned direct or indirect subsidiary of Valaris Limited. The address, including zip code, and telephone number, including area code, of each additional registrant’s principal executive offices is Clarendon House, 2 Church Street, Hamilton, Bermuda, HM 11, telephone (713) 789-1400. The name, address, including zip code, and telephone number, including area code, of the agent for service for each of the additional registrants is Darin Gibbins, Valaris Limited, Clarendon House, 2 Church Street, Hamilton, Bermuda, HM 11, telephone (713) 789-1400.

PROSPECTUS

Valaris Limited

14,495,079 Common Shares
$337,265,015 Senior Secured First Lien Notes due 2028

This prospectus relates to the resale, from time to time, of (i) 14,495,079 of our common shares, $0.01 par value per share (the “Common Shares”), and (ii) $337,265,015 Senior Secured First Lien Notes due 2028 (the “Notes”), in each case by the selling securityholders named in this prospectus or in a supplement hereto.

We are registering the offer and sale of the Common Shares and Notes to satisfy registration rights we have granted to the selling securityholders pursuant to the equity registration rights agreement, dated as of April 30, 2021 (the “Equity Registration Rights Agreement”), and the notes registration rights agreement dated as of April 30, 2021 (the “Notes Registration Rights Agreement” and, together with the Equity Registration Rights Agreement, the “Registration Rights Agreements”). We have agreed to bear all of the expenses incurred in connection with the registration of the Common Shares and Notes covered by this prospectus. The selling securityholders will pay or assume brokerage commissions and similar charges, if any, incurred in the sale of Common Shares and Notes.

We are not selling any Common Shares or Notes under this prospectus and will not receive any proceeds from the sale of Common Shares or Notes by the selling securityholders. The Common Shares and Notes to which this prospectus relates may be offered and sold from time to time directly by the selling securityholders or alternatively through underwriters, broker dealers or agents. The selling securityholders will determine at what price they may sell the Common Shares and Notes offered by this prospectus, and such sales may be made at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. For additional information on the methods of sale that may be used by the selling securityholders, see the section entitled “Plan of Distribution.”

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read this prospectus and any prospectus supplement or amendment before you invest. You also should read the documents we have referred you to in the “Where You Can Find More Information” section of this prospectus for information about us and our financial statements.

Our Common Shares and Warrants (as defined below) are quoted on the New York Stock Exchange (“NYSE”) under the symbol VAL and VAL WS, respectively. On March 4, 2022, the last reported sale price of Common Shares and Warrants on NYSE was $47.50 per share and $8.10 per Warrant. The Notes are not listed on any national securities exchange, there is currently no established public trading market for the Notes, and there can be no assurance that a public trading market will develop.

Investing in our Common Shares and Notes involves a high degree of risk. Before buying any Common Shares or Notes, you should carefully read the discussion of material risks of investing in our Common Shares and Notes in “Risk Factors” beginning on page 6 hereof and the “Risk Factors” section in Valaris Limited’s Annual Report on Form 10-K for the year ended December 31, 2021 and our other filings with the Securities and Exchange Commission (the “SEC”) that are incorporated into this prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated March 7, 2022

TABLE OF CONTENTS

​	Page
Explanatory Note	​	ii
About this Prospectus	​	iii
Where You Can Find More Information	​	iii
Incorporation of Certain Information by Reference	​	iv
Cautionary Statement Regarding Forward-Looking Statements	​	v
Prospectus Summary	​	1
Risk Factors	​	6
Use of Proceeds	​	16
Selling Securityholders	​	17
Plan of Distribution	​	24
Description of Capital Stock	​	26
Description of Notes	​	35
Legal Matters	​	117
Experts	​	117

i

EXPLANATORY NOTE

On August 19, 2020, Valaris plc, a public limited company incorporated under the laws of England and Wales (“Legacy Valaris”), and certain of its wholly owned direct and indirect subsidiaries (collectively, the “Debtors”), commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter 11 Cases were jointly administered under the caption In re Valaris plc, et al. On February 5, 2021, the Debtors filed with the Bankruptcy Court the Debtors’ Fourth Amended Joint Chapter 11 Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code (as amended, modified or supplemented from time to time, the “Plan”), and on March 3, 2021, the Bankruptcy Court entered an order confirming the Plan (the “Confirmation Order”).

In connection with the Chapter 11 Cases and the Plan, on and prior to the Effective Date (as defined below), the Company effectuated certain restructuring transactions, pursuant to which Valaris Limited, a Bermuda exempted company (“Valaris” and, together with the Debtors and non-Debtor subsidiaries, the “Company,” “we,” “us” or “our”) was formed and  —  through a series of transactions  —  Legacy Valaris transferred to a subsidiary of Valaris substantially all of the subsidiaries, and other assets, of Legacy Valaris. On April 30, 2021 (the “Effective Date”), the Plan became effective in accordance with its terms, the Debtors emerged from chapter 11 and Valaris became the new parent company. For more information on the events that occurred on the Effective Date, including the issuance of Common Shares and Notes, see our Annual Report on Form 10-K for the year ended December 31, 2021.

On the Effective Date, Valaris entered into the Equity Registration Rights Agreement and the Notes Registration Rights Agreement with certain parties who received Common Shares and Notes under the Plan, respectively. Among other things, these agreements require Valaris to register for resale the Common Shares and Notes pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

Valaris is filing the registration statement of which this prospectus forms a part pursuant to the foregoing registration obligations. The foregoing description of the Registration Rights Agreements is only a summary and does not purport to be complete, and such description is qualified in its entirety by reference to the full text of the Registration Rights Agreements, which are filed as exhibits to the registration statement of which this prospectus forms a part.

ii

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the SEC. This prospectus provides you with a general description of us and the Common Shares and Notes that may be offered by the selling securityholders. Because each of the selling securityholders may be deemed to be an “underwriter” within the meaning of the Securities Act, each time securities are offered by the selling securityholders pursuant to this prospectus, the selling securityholders may be required to provide you with this prospectus and, in certain cases, a prospectus supplement that will contain specific information about the selling securityholders and the terms of the securities being offered. The prospectus supplement may also add to, update or change the information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. Please carefully read this prospectus and any prospectus supplement, in addition to the information contained in the documents we refer to under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

We have not, and the selling securityholders have not, authorized anyone to provide you with any information or to make any representations other than those contained or incorporated by reference in this prospectus or in any free writing prospectuses we have prepared. We and the selling securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the selling securityholders are not, making any offer to sell the Common Shares or Notes in any jurisdiction where the offer is not permitted. The information contained or incorporated by reference in this prospectus is accurate only as of the date on the cover of this prospectus or, in the case of information incorporated by reference, only as of the date of such information, regardless of the time of delivery of this prospectus or of any sale of the Common Shares or Notes. Our business, financial condition, results of operations and prospects may have changed since such dates.

Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offer and sale of the Common Shares and Notes and the distribution of this prospectus outside the United States.

The Bermuda Monetary Authority has given its consent for the issue and free transferability of all of the Common Shares to and between persons resident and non-resident of Bermuda for exchange control purposes, provided such shares remain listed on an appointed stock exchange, which includes the New York Stock Exchange.

Approvals or permissions given by the Bermuda Monetary Authority do not constitute a guarantee by the Bermuda Monetary Authority as to Valaris’ performance or Valaris’ creditworthiness. Accordingly, in giving such consent or permissions, the Bermuda Monetary Authority shall not be liable for the financial soundness, performance or default of Valaris’ business or for the correctness of any opinions or statements expressed in this prospectus.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 regarding our Common Shares and Notes. This prospectus does not contain all of the information found in the registration statement. For further information regarding us, the Common Shares and Notes offered by this prospectus, you may desire to review the full registration statement, including its exhibits and schedules, filed under the Securities Act. The SEC maintains a website on the internet at www.sec.gov. Our registration statement, of which this prospectus constitutes a part, can be downloaded from the SEC’s website.

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith, we file annual, quarterly and current reports, proxy statements and other information with the SEC. These reports and other information may be obtained from the SEC’s website as provided above. Our website is located at www.valaris.com and we make our periodic reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed

iii

with or furnished to the SEC. Information on our website or any other website, other than information specifically incorporated by reference herein, is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

We furnish or make available to our shareholders annual reports containing our audited financial statements and furnish or make available to our shareholders quarterly reports containing our unaudited interim financial information, including the information required by Form 10-Q, for the first three fiscal quarters of each fiscal year.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information we file with it, which means that we can disclose important information to you by referring you to those documents. Information incorporated by reference is considered to be part of this prospectus, except for any information that is superseded by information included directly in this prospectus. Any statement contained in this prospectus or any prospectus supplement or amendment or a document incorporated by reference in this prospectus or in any prospectus supplement or amendment will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is incorporated by reference in this prospectus modified or superseded the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We incorporate by reference the documents listed below (excluding any portions of such documents that have been “furnished” but not “filed” for purposes of the Exchange Act):

•

our Annual Report on Form 10-K for the year ended December 31, 2021;

•

our Current Report on Form 8-K filed on March 7, 2022; and

•

the description of our Common Shares contained in our Form 8-A filed on April 30, 2021, including any amendment to that Form that we may file in the future for the purpose of updating the description of our Common Shares.

We also incorporate by reference into this prospectus any future filings made by Valaris Limited with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus until the completion or termination of the offering of the securities. These documents may include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. We are not incorporating by reference any information furnished under Items 2.02 or 7.01 (or corresponding information furnished under Item 9.01 or included as an exhibit) in any past or future Current Report on Form 8-K that we may file with the SEC, unless otherwise specified in such Current Report.

You can obtain any of the filings incorporated by reference into this prospectus through us or from the SEC through the SEC’s website at www.sec.gov. We will provide a copy of any and all of the information that is incorporated by reference in this prospectus to any person, including a beneficial owner, to whom a prospectus is delivered, without charge, upon written or oral request. You may obtain a copy of these filings by writing or telephoning:

Valaris Limited
Clarendon House, 2 Church Street
Hamilton, Bermuda, HM 11
44 (0) 20 7659-4660

iv

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements contained or incorporated by reference in this prospectus that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “likely,” “plan,” “project,” “could,” “may,” “might,” “should,” “will” and similar words and specifically include statements regarding expected financial performance; expected utilization, day rates, revenues, operating expenses, cash flows, contract status, terms and duration, contract backlog, capital expenditures, insurance, financing and funding; the effect, impact, potential duration and other implications of the ongoing COVID-19 pandemic; impact of our emergence from bankruptcy; the offshore drilling market, including supply and demand, customer drilling programs, stacking of rigs, effects of new rigs on the market and effects of the volatility and declines of commodity prices; expected work commitments, awards and contracts; the availability, delivery, mobilization, contract commencement or relocation or other movement of rigs and the timing thereof; future rig reactivations, enhancement, upgrade or repair and timing and cost thereof; the suitability of rigs for future contracts; performance of our joint venture with Saudi Arabian Oil Company (“Saudi Aramco”); expected divestitures of assets; general market, business and industry conditions, trends and outlook; future operations; the impact of increasing regulatory complexity; the outcome of tax disputes, assessments and settlements; expense management; and the likely outcome of litigation, legal proceedings, investigations or insurance or other claims or contract disputes and the timing thereof.

Such statements are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated, particularly in light of uncertain market conditions, including:

•

the ongoing COVID-19 pandemic, the related public health measures implemented by governments worldwide, the duration and severity of the outbreak and its impact on global oil demand, the volatility in prices for oil and natural gas and the extent of disruptions to our operations;

•

downtime or temporary shut down of operations of our rigs as a result of an outbreak of COVID-19 on one or more of our rigs;

•

disruptions to the operations and business, as a result of the spread of COVID-19, of our key customers, suppliers and other counterparties, including impacts affecting our supply chain and logistics;

•

disputes over production levels among members of the Organization of Petroleum Exporting Countries and other oil and gas producing nations (“OPEC+”), which could result in increased volatility in prices for oil and natural gas that could affect the markets for our services;

•

decreases in levels of drilling activity and capital expenditures by our customers, whether as a result of the global capital markets and liquidity, prices of oil and natural gas or otherwise, which may cause us to idle or stack additional rigs;

•

delays in contract commencement dates or cancellation, suspension, renegotiation or termination (with or without cause, including those due to impacts of the COVID-19 pandemic) of drilling contracts or drilling programs as a result of general and industry-specific economic conditions, mechanical difficulties, performance, failure of the customer to receive final investment decision (FID) for which the drilling rig was contracted or other reasons;

•

changes in worldwide rig supply and demand, competition or technology, including as a result of delivery of newbuild drilling rigs, reactivation of stacked drilling rigs and governmental policies that could reduce demand for hydrocarbons, including mandating or incentivizing the conversion from internal combustion engine powered vehicles to electric-powered vehicles;

•

consumer preferences for alternative fuels and electric-powered vehicles, as part of the global energy transition, may lead to reduced demand for our services;

•

increased scrutiny from regulators, market and industry participants, stakeholders and others in regards to our Environmental, Social and Governance (“ESG”) practices and reporting responsibilities;

•

the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems, including our rig operating systems;

v

•

potential additional asset impairments;

•

the adequacy of sources of liquidity for us and our customers;

•

the requirement to make significant expenditures in connection with rig reactivations, customer drilling requirements and to comply with governing laws or regulations in the regions we operate;

•

the impact of our emergence from bankruptcy on our business and relationships and comparability of our financial results, as well as the dilutive impacts of warrants issued pursuant to the plan of reorganization;

•

our ability to attract and retain skilled personnel on commercially reasonable terms, whether due to labor regulations, rising wages, unionization, or otherwise, or to retain employees;

•

internal control risk due to significant employee reductions and changes in management;

•

our shared service center initiative may not create the operational efficiencies that we expect, and may create risks relating to the processing of transactions and recording of financial information;

•

downtime and other risks associated with offshore rig operations, including rig or equipment failure, damage and other unplanned repairs, the limited availability of transport vessels, hazards, self-imposed drilling limitations and other delays due to severe storms and hurricanes and the limited availability or high cost of insurance coverage for certain offshore perils, such as hurricanes in the Gulf of Mexico or associated removal of wreckage or debris;

•

our customers, cancelling or shortening the duration of our drilling contracts, cancelling future drilling programs and seeking pricing and other contract concessions from us;

•

governmental action, terrorism, cyber-attacks, piracy, military action and political and economic uncertainties, including civil unrest, political demonstrations, mass strikes, or an escalation or additional outbreak of armed hostilities or other crises in oil or natural gas producing areas of the Middle East, North Africa, West Africa, Southeast Asia or other geographic areas, which may result in expropriation, nationalization, confiscation or deprivation or destruction of our assets; or suspension and/or termination of contracts based on force majeure events or adverse environmental safety events;

•

risks inherent to drilling rig reactivations, repair, modification or upgrades, unexpected delays in equipment delivery, engineering, design or commissioning issues following delivery, or changes in the commencement, completion or service dates;

•

our ability to enter into, and the terms of, future drilling contracts, including contracts for our newbuild rigs and acquired rigs, for rigs currently idled and for rigs whose contracts are expiring;

•

any failure to execute definitive contracts following announcements of letters of intent, letters of award or other expected work commitments;

•

the outcome of litigation, legal proceedings, investigations or other claims or contract disputes, including any inability to collect receivables or resolve significant contractual or day rate disputes, and any renegotiation, nullification, cancellation or breach of contracts with customers or other parties;

•

governmental regulatory, legislative and permitting requirements affecting drilling operations, including limitations on drilling locations (such as the Gulf of Mexico during hurricane season), limitations on new oil and gas leasing in U.S. federal lands and waters, and regulatory measures to limit or reduce greenhouse gas emissions);

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loss of a significant customer or customer contract, as well as customer consolidation and changes to customer strategy, including focusing on renewable energy projects;

•

potential impacts on our business resulting from climate-change or greenhouse gas legislation or regulations, and the impact on our business from climate-change related physical changes or changes in weather patterns;

•

new and future regulatory, legislative or permitting requirements, future lease sales, changes in laws, rules and regulations that have or may impose increased financial responsibility, additional oil spill

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abatement contingency plan capability requirements and other governmental actions that may result in claims of force majeure or otherwise adversely affect our existing drilling contracts, operations or financial results;

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environmental or other liabilities, risks, damages or losses, whether related to storms, hurricanes or other weather-related events (including wreckage or debris removal), collisions, groundings, blowouts, fires, explosions, cyber-attacks, terrorism or otherwise, for which insurance coverage and contractual indemnities may be insufficient, unenforceable or otherwise unavailable;

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tax matters, including our effective tax rates, tax positions, results of audits, changes in tax laws, treaties and regulations, tax assessments and liabilities for taxes;

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our ability to realize the expected benefits of our joint venture with Saudi Aramco, including our ability to fund any required capital contributions or to enforce any payment obligations of the joint venture pursuant to outstanding shareholder notes receivable;

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the costs, disruption and diversion of our management’s attention associated with campaigns by activist securityholders;

•

economic volatility and political, legal and tax uncertainties following the U.K.’s exit from the European Union; and

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adverse changes in foreign currency exchange rates, including their effect on the fair value measurement of any derivative instruments that we may enter into.

In addition to the numerous risks, uncertainties and assumptions described above, you should also carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Annual Report on Form 10-K. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements, except as required by law. You should consider these risks and uncertainties when you are evaluating an investment in the Common Shares and Notes.

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PROSPECTUS SUMMARY

This summary description about us and our business highlights selected information contained elsewhere in this prospectus or incorporated by reference into this prospectus. It does not contain all the information you should consider before making an investment decision. Important information is incorporated by reference into this prospectus. To understand this offering fully, you should read carefully the entire prospectus, including “Risk Factors.”

When referring to “Valaris,” the “Company,” “us,” “our,” “we,” or similar expressions, the intent is to refer to Valaris Limited, a Bermuda exempted company, and its consolidated subsidiaries as a whole or on an individual basis, depending on the context in which the statements are made. Valaris Limited is the successor issuer of Valaris plc pursuant to Rule 15d-5 of the Exchange Act.

Our Company

Valaris Limited (NYSE: VAL) is the industry leader in offshore drilling services across all water depths and geographies. Operating a high-quality rig fleet of ultra-deepwater drillships, versatile semisubmersibles and modern shallow-water jackups, Valaris has experience operating in nearly every major offshore basin.

RISK FACTORS

You should carefully consider the risks described under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” and elsewhere in this prospectus, any prospectus supplement or amendment, Valaris’ most recent Annual Report on Form 10-K and most recent Quarterly Reports on
Form 10-Q. The described risks could materially and adversely affect our business, financial condition or results of operations. If any of the risks were to actually occur, they may materially harm our business and our financial condition and results of operations. In this event, the trading price of our Common Shares could decline and you could lose some or all of your investment.

Corporate Information

Our Common Shares and Warrants are quoted on the NYSE under the symbols VAL and VAL WS, respectively. Our principal executive offices are located at Clarendon House, 2 Church Street, Hamilton, Bermuda, HM 11. The main telephone number is 44 (0) 20 7659-4660. Information contained on our website, www.valaris.com, does not constitute a part of this prospectus.

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The Offering

The following summary contains basic information about the Common Shares and Notes and is not intended to be complete. It does not contain all information that may be important to you. For a more complete understanding of the Common Shares and Notes, see “Description of Capital Stock” and “Description of Notes” in this prospectus.

Summary of the Common Shares

Issuer

Valaris Limited, a Bermuda exempted company.

Common Shares offered by the selling securityholders

Up to 14,495,079 Common Shares.

Common Shares issued and outstanding as of March 4, 2022

75,000,057 Common Shares.

Use of proceeds

We will not receive any of the proceeds from the sale of Common Shares that may be sold by the selling securityholders from time to time pursuant to this prospectus.

NYSE ticker symbol

VAL

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Summary of the Notes

Issuer

Valaris Limited, a Bermuda exempted company

Notes offered

$337,265,015 aggregate principal amount of Senior Secured First Lien Notes due 2028, including up to an additional $179,142,015 aggregate principal amount of notes that may be issued if interest on the notes is paid-in-kind through maturity.

Maturity date

April 30, 2028

Interest rate

Interest on the Notes is payable at the Company’s option (i) at the annual rate of 8.25% payable in cash, (ii) at the annual rate of 5.125% payable in cash and 5.125% payable by increasing the principal amount of the outstanding Notes, or (iii) at the annual rate of 12.00% payable by increasing the principal amount of the outstanding Notes (any such increase in aggregate principal amount to pay interest obligations on the Notes, a “PIK Payment”).

Interest payment dates

May 1 and November 1.

Ranking

The Notes and the Guarantees (as defined below) are Valaris’s senior secured obligations and rank

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senior in right of payment to any future subordinated indebtedness of the Company or the Guarantors;

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effectively senior to the Company’s and the Guarantors’ existing and future indebtedness (i) that is not secured by a lien on the collateral securing the Notes, or (ii) that is secured by a lien on the collateral securing the Notes ranking junior to the liens securing the Notes;

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equally with all of the Company’s and the Guarantors’ existing and future indebtedness that is secured by firstpriority liens on the collateral;

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structurally subordinated to all existing and future indebtedness and other liabilities of any non-guarantor subsidiary, including trade payables (other than indebtedness and liabilities owed to the Company or the Guarantors).

Guarantees

The Notes are guaranteed, jointly and severally, on a senior basis, by certain of the direct and indirect subsidiaries of Valaris under the indenture governing the Notes (the “Guarantees”). The Notes and Guarantees are secured by firstpriority perfected liens on 100% of the equity interests of each restricted subsidiary directly owned by Valaris or any guarantor and a first-priority perfected lien on substantially all assets of Valaris and each guarantor of the Notes, in each case subject to certain exceptions and limitations.

Security

First priority perfected lien on equity interests of all Guarantors and certain other Subsidiaries, and substantially all assets of the Company and each Guarantor, subject to the Agreed Security Principles (as defined by the indenture governing the Notes).

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Optional redemption

At any time prior to April 30, 2023, we may redeem up to 35.0% of the aggregate principal amount of Notes at a redemption price of 104.00%, up to the net cash proceeds received by the Company from equity offerings; provided, that at least 65% of the aggregate principal amount of Notes remains outstanding immediately after such redemption and redemption occurs within 120 days after the closing date of the applicable equity offering.

At any time prior to April 30, 2023, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 104.00% plus the Applicable Premium (as defined in the indenture governing the Notes), plus any accrued and unpaid interest to the date of redemption.

On and after April 30, 2023, the Notes are redeemable at the following redemption prices if redeemed during the 12-month period beginning on April 30, in the years indicated:

2023...................................104.00%

2024...................................103.00%

2025...................................102.00%

2026 and thereafter ........................100.00%

Change of control offer

If we experience certain kinds of changes of control, each holder of the Notes may require us to repurchase all or a portion of its Notes for cash at a price equal to 101% of the aggregate principal amount of such Notes, plus any accrued and unpaid interest, if any, to the date of repurchase.

Certain covenants

The indenture governing the Notes contain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:

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incur or guarantee additional indebtedness or issue certain types of preferred stock;

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pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness;

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transfer or sell assets;

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make investments;

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create certain liens;

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enter into agreements that restrict dividends or other payments from any non-guarantor restricted subsidiaries to us;

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consolidate, merge or transfer all or substantially all of our assets;

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engage in transactions with affiliates; and

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create unrestricted subsidiaries.

The covenants set forth in the indenture governing the Notes are subject to important exceptions and qualifications that are described under “Description of Notes — Certain Covenants.”

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Form and denomination

The Notes were issued in fully registered form. The Notes are represented by one or more global notes, deposited with the Trustee (as defined below) as custodian for The Depository Trust Company, or DTC, and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the global notes are shown on, and any transfers will be effective only through, records maintained by DTC and its participants.

The Notes were issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided that after any initial PIK Payment, the Notes shall be in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof.

Limited public market for the notes

There is currently a limited trading market for the Notes. We have not applied, and do not intend to apply, for a listing of the Notes on any securities exchange or an automated dealer quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for the Notes.

Use of proceeds

We will not receive any of the proceeds from the sale of Notes that may be sold by the selling securityholders from time to time pursuant to this prospectus.

Governing law

The Notes are governed by, and construed in accordance with, the internal laws of the State of New York.

Book-entry depositary

The Depositary Trust Company

Trustee

Wilmington Savings Fund Society, FSB

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RISK FACTORS

You should carefully consider all of the information set forth in this prospectus and the documents incorporated by reference herein, and in particular, the risks described under “Risk Factors” and elsewhere in this prospectus, any prospectus supplement or amendment, Valaris’ most recent Annual Report on Form 10-K and future filings incorporated by reference. The risks described herein and in any document incorporated by reference are not the only ones we face, but are considered to be the most material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. If that occurs, the price of our Common Shares and Notes could decline materially and you could lose all or part of your investment. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

Investing in the Common Shares and Notes involves significant risks. Before making an investment decision, you should carefully consider the specific risk factors set forth below, together with the other information included elsewhere in this prospectus and in the documents incorporated by reference. If any of the risks discussed in this prospectus occur, our business, prospects, liquidity, financial condition and results of operations could be materially impaired, in which case the price of the Common Shares and Notes could decline significantly and you could lose all or part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to Our Common Shares

The price of our Common Shares may be volatile. This volatility may negatively affect the price of our Common Shares.

The market price of our Common Shares may be volatile and may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others:

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COVID-19 and related public health measures implemented by governments worldwide and the occurrence or threat of other epidemic or pandemic diseases and any government response to such occurrence or threat;

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announcements concerning our competitors, the oil and gas industry or the economy in general;

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fluctuations in the demand and price of oil and natural gas;

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general and industry-specific economic conditions;

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expectations regarding future energy prices;

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the ability of the OPEC to reach further agreements to set and maintain production levels and pricing and to implement existing and future agreements;

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capital allocation decisions by our customers, including the relative economics of offshore development versus onshore prospects;

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the level of production by non-OPEC countries;

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the development and exploitation of alternative fuels or energy sources and increased demand for electric-powered vehicles;

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changes in financial estimates or recommendations by securities analysts or failure to meet analysts’ performance expectations;

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actions by shareholder activists that may not be in the best long-term interest of the Company;

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additions or departures of key members of management;

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any increased indebtedness we may incur in the future;

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speculation or reports by the press or investment community with respect to us or our industry in general;

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disruption to exploration and development activities due to hurricanes and other severe weather conditions and the risk thereof;

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natural disasters or incidents resulting from operating hazards inherent in offshore drilling, such as oil spills;

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the worldwide military or political environment, including the global macroeconomic effects of trade disputes and increased tariffs and sanctions and uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in oil or natural gas producing areas of the Middle East or geographic areas in which we operate, or acts of terrorism;

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announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments;

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changes or proposed changes in laws or regulations affecting the oil and gas industry or enforcement of these laws and regulations, or announcements relating to these matters;

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laws and government regulations that limit, restrict or prohibit exploration and development of oil and natural gas in various jurisdictions, or materially increase the cost of such exploration and development (such as the current moratorium on oil and gas leasing and permitting in federal lands and waters);

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the worldwide military or political environment, including the global macroeconomic effects of trade disputes and increased tariffs and sanctions and uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in oil or natural gas producing areas of the Middle East or geographic areas in which we operate, or acts of terrorism; and

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general market, political and economic conditions, including any such conditions and local conditions in the markets in which we operate.

These and other factors may lower the market price for our Common Shares, regardless of our actual operating performance. In the event of a drop in the market price of our Common Shares, you could lose a substantial part or all of your investment in our Common Shares.

Broad market and industry factors may decrease the market price of our Common Shares, regardless of our actual operating performance. The stock market has experienced extreme price and volume fluctuations, including periods of sharp decline. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies, including against Legacy Valaris. Such litigation, if instituted against us in the future, could result in substantial costs and be a diversion of our management’s attention and resources.

Sales of our Common Shares by existing shareholders, or the perception that these sales may occur, especially by significant shareholders of the Company, may cause our share price to decline.

If our existing shareholders, in particular our significant shareholders, sell substantial amounts of our Common Shares in the public market, or are perceived by the public market as intending to sell, the trading price of our Common Shares could decline. Up to 14,495,079 of our Common Shares may be sold pursuant to this prospectus by the selling securityholders, which represent approximately 19.3% of our issued and outstanding Common Shares as of March 4, 2022. In addition, sales of these Common Shares could impair our ability to raise capital, should we wish to do so. We cannot predict the timing or amount of future sales of our Common Shares by selling securityholders pursuant to this prospectus.

Risks Related to Our Notes

Many of the covenants contained in the indenture governing the Notes will be suspended if the Notes are rated investment grade by any two rating agencies and no default has occurred and is continuing.

Many of the covenants in the Indenture governing the Notes will be suspended if the Notes are rated investment grade by any two of the following: Fitch, Standard & Poor’s or Moody’s; provided that, at such time no default has occurred and is continuing. The covenants restrict, among other things, Valaris’ ability to

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pay dividends, incur debt and to enter into certain other transactions. There can be no assurance that the Notes will ever be rated investment grade. However, suspension of these covenants would allow Valaris to engage in certain transactions that would not be permitted while these covenants were in force, and the effects of any such transactions will be permitted to remain in place even if the covenants are reinstated. The suspended covenants will be reinstated if the Notes are subsequently downgraded below investment grade.

An active trading market may not develop for the Notes.

Valaris has not listed, and does not intend to apply to list, the Notes on any securities exchange or to arrange for quotation on any automated dealer quotation system. In addition, the liquidity of the trading market in the Notes, and the market price quoted for the Notes, may be adversely affected by changes in the overall market for this type of security and by changes in Valaris’ financial performance or prospects or in the prospects for companies in Valaris’ industry generally. As a result, an active trading market may not develop for the Notes. If an active trading market does not develop or is not maintained, the market price and liquidity of the Notes may be adversely affected. In that case, you may not be able to sell your Notes at a particular time or you may not be able to sell your Notes at a favorable price.

Valaris’ subsidiaries that are not guarantors of the Notes have no obligation, except in the circumstances described herein, to pay amounts due under the Notes.

The Notes are guaranteed by certain of Valaris’ subsidiaries. Except for such guarantors of the Notes and pledges of equity in certain guarantors directly owned by certain non-guarantors, Valaris’ subsidiaries have no obligation, contingent or otherwise (except in the circumstances described herein), to pay amounts due under the Notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. The Notes and guarantees are structurally subordinated to all existing and future indebtedness and other obligations of any non-guarantor subsidiary, other than indebtedness and other liabilities owed to Valaris by such non-guarantor subsidiaries and, in the case of certain non-guarantors, the pledge of equity in certain guarantors directly owned by such non-guarantors. In the event of insolvency, liquidation, reorganization, dissolution or other winding up of any non-guarantor subsidiary, all of that subsidiary’s creditors (including trade creditors) would be entitled to payment in full out of that subsidiary’s assets (other than, with respect to certain non-guarantors, the pledges of the equity in certain guarantors directly owned by them) before the holders of the Notes would be entitled to any payment. As a result, your ability to make a claim against Valaris’ non-guarantor subsidiaries may be limited.

Valaris may in the future have additional non-guarantor subsidiaries and your ability to make a claim against such subsidiaries may also be limited. In addition, the indenture governing the Notes permits all of these non-guarantor subsidiaries to incur additional indebtedness and does not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

In addition, any of Valaris’ subsidiaries that provide guarantees of the Notes will be automatically released from those guarantees upon the occurrence of certain events, including (i) a sale or other disposition of such guarantor that results in such guarantor no longer being a restricted subsidiary under the indenture or (ii) upon the dissolution or liquidation of such guarantor.

If any guarantee is released, no holder of the Notes will have a claim as a creditor against that subsidiary, and the indebtedness and other liabilities, including trade payables, if any, whether secured or unsecured, of that subsidiary will be effectively senior to the claim of any holders of the Notes. See “Description of the Notes — Guarantees.”

A guarantee and any lien granted by a subsidiary could be voided if it constitutes a fraudulent transfer or fraudulent conveyance under federal bankruptcy law, similar state law or the insolvency laws of foreign jurisdictions, which would prevent the holders of the Notes from relying on that subsidiary to satisfy claims.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws and the insolvency laws of foreign jurisdictions, Valaris’ guarantees of (including for all purposes of the discussion under this caption, liens granted by Valaris’ subsidiaries to secure) the Notes can be voided, or claims under the guarantees may be subordinated to all other debts of that subsidiary if, among other things, the subsidiary, at the time it incurred the indebtedness evidenced by its guarantee or, in some jurisdictions,

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when payments become due under the guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and:

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was insolvent or rendered insolvent by reason of such incurrence of the obligations under the guarantee;

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was engaged in a business or transaction for which the subsidiary’s remaining assets constituted unreasonably small capital; or

•

intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

The guarantees of the Notes may also be voided, without regard to the above factors, if a court finds that the subsidiary entered into the guarantee with the actual intent to hinder, delay or defraud its other creditors.

A court would likely find that a subsidiary did not receive reasonably equivalent value or fair consideration for its guarantee if the guarantor did not substantially benefit directly or indirectly from the issuance of the guarantee. If a court were to void a guarantee, you would no longer have a claim against that subsidiary. Sufficient funds to repay the Notes may not be available from other sources, including the remaining subsidiaries providing guarantees, if any. In addition, the court might direct you to repay any amounts that you already received from the subsidiary.

The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, a subsidiary would be considered insolvent if:

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the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all its assets;

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the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

The indenture governing the Notes contains a provision intended to limit the guarantors’ liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. Valaris cannot assure you that this provision will protect the guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the Notes in full when due. Such provision may not be sufficient to protect the guarantees from being voided under fraudulent transfer laws.

A financial failure by Valaris or its subsidiaries may result in the assets of any or all of those entities becoming subject to the claims of all creditors of those entities.

A financial failure by Valaris or its subsidiaries could affect payment of the Notes if a bankruptcy court were to substantively consolidate Valaris and its subsidiaries. If a bankruptcy court substantively consolidated Valaris and its subsidiaries, the assets of each entity would become subject to the claims of creditors of all entities. This would expose holders of Notes not only to the impairments that would arise from its bankruptcy alone, but also to potential dilution of the amount ultimately recoverable if there was additional debt at its subsidiaries that was substantively consolidated because of the larger creditor base.

Furthermore, forced restructuring of the Notes could occur through the “cramdown” provisions of the Bankruptcy Code. Under these provisions, the Notes could be restructured over your objections as to their general terms, including principal amount, interest rate and maturity.

There are circumstances other than repayment or discharge of the Notes under which the guarantee of a subsidiary guarantor will be automatically released with respect to the Notes.

Under various circumstances, the guarantee of a subsidiary guarantor may be released without your consent, including:

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•

if Valaris exercises its legal defeasance option or its covenant defeasance option as described in the indenture;

•

upon the dissolution or liquidation of such subsidiary guarantor, if immediately after giving effect thereto, Valaris will be in compliance with certain covenants under the indenture governing the Notes; and

•

if such subsidiary guarantor is designated as an unrestricted subsidiary as defined in the indenture.

In addition, a guarantee will be automatically released in connection with a sale, transfer or disposition of the capital stock of a subsidiary guarantor, if as a result of such sale, transfer or disposition, such subsidiary guarantor is no longer a restricted subsidiary and, immediately after giving effect thereto, Valaris will be in compliance with certain covenants under the indenture governing the Notes.

If a bankruptcy petition were filed by or against Valaris or a subsidiary guarantor, holders of the Notes may receive a lesser amount for their claim than they would have been entitled to receive under the indenture governing the Notes.

If a bankruptcy petition were filed by or against Valaris or a guarantor under the Bankruptcy Code, the claim by any holder of the Notes for the principal amount of the Notes may be limited to an amount equal to the sum of:

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the original issue price for the Notes; and

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that portion of the original issue discount that does not constitute “unmatured interest” for purposes of the Bankruptcy Code.

Any original issue discount that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest. Accordingly, the holders of the Notes under these circumstances may receive a lesser amount than they would be entitled to receive under the terms of the indenture governing the Notes, even if sufficient funds are available.

Interest on the Notes may be paid in PIK interest rather than cash, which will increase the amount of Valaris’ indebtedness.

Valaris will be entitled to pay PIK interest on the Notes at its option. As a result, Valaris cannot assure you that it will make cash interest payments on the Notes. The payment of interest through PIK interest will increase the amount of Valaris’ indebtedness and increase the risks associated with its level of indebtedness.

The collateral securing the Notes and related guarantees may be diluted under certain circumstances.

The indenture governing the Notes permits Valaris to incur additional secured indebtedness, including additional notes (including Notes used to pay PIK interest), parity lien obligations and other priority lien obligations, including bank financing, subject to Valaris’ compliance with the applicable restrictive covenants. See “Description of the Notes — Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” and “Description of the Notes — Certain Covenants — Limitation on Liens.”

Any additional notes issued under the indenture governing the Notes would be guaranteed by the same subsidiary guarantors and would have the same liens and security interests, with the same priority, as the Notes. As a result, the collateral securing the Notes would be shared by any additional notes Valaris may issue under the indenture governing the Notes, and an issuance of such additional notes would dilute the value of the collateral compared to the aggregate principal amount of Notes outstanding. In addition, the indenture governing the Notes and Valaris’ other security documents permit it and certain of its subsidiaries to incur additional priority lien debt and parity lien obligations, in some (but not all) instances limited to a threshold amount, by issuing additional debt securities under one or more new indentures or by borrowing additional amounts under different instruments. Any additional priority lien debt or parity lien obligations secured by the same collateral would dilute the value of the noteholders’ rights to the collateral.

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The collateral securing the Notes and related guarantees may be released under certain circumstances.

Under the terms of the indenture and the other documents governing the obligations with respect to the Notes (the “Notes Documents”), Valaris and the Guarantors will be entitled to the release of the collateral from the liens securing the Notes under one or more circumstances, including:

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upon full and final payment of any such obligations;

•

to the extent that proceeds continue to constitute collateral, in the event that collateral is sold, transferred, disbursed or otherwise disposed of in accordance with the Notes Documents;

•

upon Valaris’ exercise of legal defeasance, covenant defeasance or discharge under the indenture;

•

with respect to vessels, certain specified events permitting release of the mortgage with respect to such vessels under the indenture;

•

with the consent of the requisite holders under the indenture;

•

with respect to equity interests in restricted subsidiaries that incur permitted indebtedness, if such equity interests shall secure such other indebtedness and the same is permitted under the terms of the indenture; and

•

as provided in the intercreditor agreement.

The collateral agency agreement also provides for release of the collateral from the liens securing the Notes under the above described circumstances (but including additional requirements for release in relation to all of the documents governing the indebtedness that is secured by first-priority liens on the collateral, in addition to the indenture). Upon the release of any subsidiary from its guarantee, if any, in accordance with the terms of the indenture governing the Notes, the lien on any pledged equity interests issued by such Guarantor and on any assets of such Guarantor will automatically terminate.

Subject to its compliance with the applicable restrictive covenants, the Company may also transfer and contribute to a wholly-owned unrestricted subsidiary (the “Unrestricted Floater Subsidiary”) all or substantially all of certain vessels owned by the Company and/or the equity interests in one or more subsidiaries that owns and/or operates such vessels. The Company may enter into one or more unsecured revolving credit facilities with the Unrestricted Floater Subsidiary, providing for borrowing capacity not to exceed $350 million in principal amount in the aggregate for all such facilities (and additional amounts necessary to pay interest on such facilities). If the revolving credit facilities are incurred, the Notes will be structurally subordinated to such facilities.

The realizable value of the collateral may not be sufficient to pay the Notes and other future parity obligations in full after repayment of all priority lien obligations.

Certain of Valaris’ offshore rigs constitute a substantial portion of the value of the collateral securing the Notes and priority lien obligations. The offshore contract drilling industry is currently in a period characterized by low demand for drilling services and excess rig supply. Such over-supply of offshore rigs continues to contribute to depressed demand for Valaris’ rigs. Further declines in demand for Valaris’ rigs may cause the value of the collateral to decline.

Under the indenture governing the Notes, Valaris could incur a substantial amount of additional priority lien obligations and parity lien obligations, and debt secured by collateral not including the collateral securing the Notes. Incurring additional obligations could make it more difficult for Valaris to pay the Notes, parity and priority lien obligations in full. For example, in the event of a default or liquidation, there may not be sufficient realizable value of the collateral to first repay all priority lien obligations outstanding at such time and then repay the Notes and any other outstanding parity lien obligations.

Valaris will in most cases have control over the collateral, and the sale of particular assets by it could reduce the pool of assets securing the Notes.

The security documents relating to the collateral allow Valaris to remain in possession and retain exclusive control over the collateral (other than as set forth in the applicable collateral documents), to

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operate the collateral, to alter the collateral and to collect, invest and dispose of any income thereon. To the extent Valaris sells or takes actions that reduce the value of the collateral, it will reduce the pool of assets securing the Notes and the related guarantees.

The rights of holders of Notes to the collateral securing the Notes may be adversely affected by the failure to record or perfect liens on the collateral and other issues generally associated with the realization of liens on the collateral.

Applicable law requires that a lien on certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens on the collateral securing the Notes may not be perfected with respect to the claims of the Notes if the collateral agent is not able to take the actions necessary to perfect any of these liens. Moreover, applicable law requires that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified and additional steps to perfect such property and rights are taken. Furthermore, even though it may constitute an event of default under the indenture governing the Notes, a third-party creditor could gain priority over one or more liens on the collateral securing the Notes by recording an intervening lien or liens. In addition, the lien of the collateral agent will be subject to practical challenges generally associated with the realization of liens on collateral. For example, the collateral agent may need to obtain the consent of third parties and make additional filings. If the collateral agent is unable to obtain these consents or make these filings, the liens may be invalid and the holders of the Notes will not be entitled to the collateral or any recovery with respect thereto. Valaris cannot assure you that the collateral agent will be able to obtain any such consent or make any such filing. Valaris also cannot assure you that the consents of any third parties will be given when required to facilitate a foreclosure on such assets. Accordingly, the collateral agent may not have the ability to foreclose upon those assets and the value of the collateral may significantly decrease.

Rights of holders of Notes in the collateral may be adversely affected by bankruptcy proceedings. The value of the collateral securing the Notes may not be sufficient for a bankruptcy court to grant post-petition interest on the Notes and should the obligations under the Notes and any other priority lien obligations or parity lien obligations, equal or exceed the value at foreclosure of the collateral securing such obligations, the holders of the Notes will be deemed to have an unsecured claim.

The right of the collateral agent to repossess and dispose of the collateral upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced in the United States by or against Valaris prior to or possibly even after the collateral agent has repossessed and disposed of the collateral.

Under the Bankruptcy Code, a secured creditor, such as the collateral agent acting for the holders of the Notes, is prohibited from repossessing its security from a debtor, such as us, in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditors’ interest in the collateral. Adequate protection may include cash payments or the granting of additional security such as replacement liens, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. Generally, adequate protection payments, in the form of interest or otherwise, are not required to be paid by a debtor to a secured creditor unless the bankruptcy court determines that the value of the secured creditor’s interest in the collateral is declining during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a bankruptcy court, it is impossible to predict (1) how long payments under the Notes could be delayed following commencement of a bankruptcy case, (2) whether or when the collateral agent would repossess or dispose of the collateral or (3) whether or to what extent holders of the Notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of “adequate protection.”

12

Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due under any priority lien obligations and on the parity lien obligations, the holders of the Notes would have secured claims only to the extent of the value (if any) of the collateral available to them and unsecured claims equal to the amount that the obligations under the Notes exceed such value of the collateral, rendering the claims of the holders of the Notes “undersecured.” Federal bankruptcy laws do not permit the payment or accrual of interest, costs and attorneys’ fees for “undersecured claims” during the debtor’s bankruptcy case. Upon a finding by a bankruptcy court that the Notes are undersecured, the claims in the bankruptcy proceeding with respect to the Notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. In addition, based on such a finding of under-collateralization, the unsecured portion of the Notes would not be entitled to receive “adequate protection” under U.S. bankruptcy laws.

Finally, if any payments of post-petition interest were made at the time of such a finding of under- collateralization, such payments could be re-characterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to the Notes.

Additionally, the collateral agent’s ability to foreclose on the collateral on the noteholders’ behalf may be subject to the consent of third parties, prior liens and practical problems associated with the realization of the collateral agent’s lien on the collateral. The debtor or trustee in a bankruptcy case may seek to void an alleged lien on the collateral for the benefit of the bankruptcy estate, and it may be able to successfully do so if the lien is not properly perfected or was perfected within a specified period of time (generally 90 days) prior to the initiation of such proceeding. If the lien is avoided, a creditor may hold no lien and be treated as holding a general unsecured claim in the bankruptcy case. It is impossible to predict what recovery (if any) would be available for such an unsecured claim if Valaris became a debtor in a bankruptcy case.

In addition, a bankruptcy court may decide to substantively consolidate Valaris and some or all of its subsidiaries in the bankruptcy proceeding. If a bankruptcy court substantively consolidated Valaris and some or all of its subsidiaries, the assets of each entity would become subject to the claims of creditors of all entities that are so consolidated. Such a ruling would expose holders of Notes not only to the usual impairments arising from bankruptcy, but also to potential dilution of the amount ultimately recoverable because of the larger creditor base. Furthermore, a forced restructuring of the Notes could occur through the “cramdown” provisions of the U.S. Bankruptcy Code. Under those provisions, the Notes could be restructured over holders’ objections as to their general terms, including with respect to interest rate and maturity.

Any future pledge of collateral may be avoidable in bankruptcy.

Any future pledge of collateral in favor of the collateral agent, including pursuant to security documents, may be avoidable by the pledgor (a debtor in possession) or by its trustee in bankruptcy as a preferential transfer under U.S. law if certain events or circumstances exist or occur, including, among others, if:

•

the pledgor is insolvent at the time of the pledge;

•

the pledge permits the holder of the Notes to receive a greater recovery than if the pledge had not been given; and

•

a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period.

The value of the collateral may not be sufficient to satisfy all the obligations secured by such collateral. As a result, holders of the Notes may not receive full payment on their Notes following an acceleration of the Notes.

In the event of a foreclosure, the proceeds from the sale of all of such collateral may not be sufficient to satisfy the amounts outstanding under the Notes (and other obligations similarly secured, if any).

The value of the collateral in the event of liquidation will depend upon market and economic conditions, the availability of buyers and similar factors. In addition, the collateral does not include certain categories of assets. Some of these may be material to us and such exclusion could have a material adverse effect on the value of the collateral. By its nature, some or all of the collateral may not have a readily ascertainable

13

market value or may not be saleable or, if saleable, there may be substantial delays in its liquidation. To the extent that liens, security interests and other rights granted to other parties encumber assets owned by us, those parties have or may exercise rights and remedies with respect to the property subject to their liens that could adversely affect the value of that collateral and the ability of the trustee under the indenture governing the Notes or the holders thereof to realize or foreclose on that collateral. Consequently, liquidating the collateral securing the Notes may not produce proceeds in an amount sufficient to pay any amounts due under the Notes after also satisfying the obligations to pay any other creditors with claims on the collateral. If the proceeds of any sale of collateral are not sufficient to repay all amounts due on the Notes, the holders of the Notes (to the extent not repaid from the proceeds of the sale of the collateral securing the Notes) would have only an unsecured, unsubordinated claim against our and the guarantors’ remaining assets. Bankruptcy laws and other laws relating to foreclosure and sale also could substantially delay or prevent the ability of the collateral agent or any holder of the Notes to obtain the benefit of any collateral securing the Notes. Such delays could have a material adverse effect on the value of the collateral.

Foreclosing on the collateral located outside the United States may be difficult due to the laws of certain jurisdictions.

The drilling rigs, which comprise part of the collateral, are registered under flags outside of the United States and will operate in international waters, and substantially all of our other assets are located outside of the United States. If we default under the Notes, the holders of the Notes may in certain circumstances be able to direct the trustee, subject to the applicable security documents, to bring a foreclosure action against us. We cannot assure you that these assets will be located in a jurisdiction having effective or favorable foreclosure procedures and lien priorities. Any foreclosure proceedings could be subject to lengthy delays and procedural hurdles resulting in increased custodial costs, deterioration in the condition of such assets and substantial reduction of the value of such collateral. In addition, some jurisdictions may not provide a legal remedy for the enforcement of a security interest in these assets.

Foreclosing on the rigs may be difficult because they are not easily transported.

The rigs are mobile and may be located and/or operated in international waters outside the jurisdiction of any court. This may make it difficult for a successful foreclosure action to be brought because it may be difficult for the collateral agent or officials of the applicable government or agency to physically seize the rigs and engage in a foreclosure sale. Moreover, the respective laws of each jurisdiction where a drilling rig is actually located at the time that the collateral agent may seek to enforce the mortgage will govern the foreclosure proceedings and distribution of proceeds. Such laws may vary significantly from jurisdiction to jurisdiction. Furthermore, all or some of those laws and procedures may be less favorable to mortgagees than those in other jurisdictions and may be less favorable than those applicable in the United States. The costs of enforcement in foreign jurisdictions, particularly if proceedings are ongoing simultaneously against drilling rigs in different jurisdictions, can be high and can include fees based on the face amount of the mortgages being enforced. Foreign court proceedings can also be slow and have unexpected procedural hurdles. In addition, some jurisdictions may not provide a legal remedy for the enforcement of mortgages on the rigs, and in certain circumstances, the rigs may be located in international waters outside the jurisdiction of any country. Consequently, the collateral agent may be unable to enforce any one or more of the mortgages covering the rigs that are located outside the United States.

Maritime liens may arise and take priority over the liens securing the Notes.

The laws of certain jurisdictions in which we may operate may give rise to the existence of maritime liens which may take priority over the rig mortgage and other liens securing the Notes and the guarantees. Such liens may arise in support of, among other things, claims by unpaid ship builders or ship repairers remaining in possession of the rigs, claims for salvage, claims for damage caused by a collision, claims for seamen’s wages and other employment benefits and claims for pilotage, claims for personal injury related to the operation of the rig, as well as potentially claims for necessary goods and services supplied to the rigs. This list should not be regarded as definitive or exhaustive, as the categories of claims giving rise to maritime liens, and the ranking of such liens, vary from one jurisdiction to another. Maritime liens can attach without any court action, notice, registration or documentation, and accordingly their existence cannot necessarily be identified.

14

We operate in countries that may expose the collateral to risk of loss or damage due to war, local economic instabilities, corruption, political disruption and civil disturbance.

A primary component of our business strategy is to operate in global oil and natural gas producing areas. The collateral could be damaged or lost due to a number of risks inherent in any business that operates globally, including:

•

war, piracy and acts of terrorism;

•

potential seizure, expropriation or nationalization of assets;

•

damage to our equipment or violence directed at our employees; and

•

limitations on insurance coverage, such as war risk and named windstorm coverage in certain areas.

The collateral is be subject to casualty risks.

We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any of the collateral, the insurance proceeds may not be sufficient to satisfy all of the secured obligations, including the Notes and the related guarantees.

We may not be able to finance a change of control offer as required by the indenture that governs the Notes offered hereby.

Under the indenture that governs the Notes offered hereby, upon the occurrence of a Change of Control (as defined in the indenture), we may be required to offer to repurchase all of the Notes then outstanding at 101% of the principal amount, plus any accrued and unpaid interest to, but not including, the repurchase date. We may not be able to repurchase the Notes upon a Change of Control because we may not have sufficient financial resources to purchase all of the Notes that would be tendered. Our failure to repurchase the Notes upon a Change of Control would cause a default under the indenture that governs the Notes offered hereby. We may require additional financing from third parties to fund any such purchases or to repay such borrowings, and we may be unable to obtain financing on satisfactory terms or at all. Further, our ability to repurchase the Notes may be limited by law. In order to avoid the obligations to repurchase the Notes and events of default and potential breaches of the agreements governing our existing indebtedness, we may have to avoid certain change of control transactions that would otherwise be beneficial to us.

15

USE OF PROCEEDS

All of the Common Shares and Notes covered by this prospectus are being sold by the selling securityholders. See “Selling Securityholders.” We will not receive any proceeds from these sales of our Common Shares or Notes. We will pay all reasonable costs, fees and expenses incurred in effecting the registration of the Common Shares and Notes covered by this prospectus, including, without limitation, the SEC registration fee with respect to the Common Shares and Notes covered by this prospectus, reasonable fees and expenses of counsel, auditors and accountants and reasonable fees and expenses of underwriters to the extent customarily paid by issuers or sellers of securities.

16

SELLING SECURITYHOLDERS

This prospectus covers the offering for resale of up to an aggregate of 14,495,079 Common Shares and $337,265,015 aggregate principal amount of Notes (assuming interest on the Notes is paid-in-kind through maturity) that may be offered and sold from time to time under this prospectus by the selling securityholders identified below, subject in the case of the Common Shares to any appropriate adjustment as a result of any share dividend, share split or distribution, or in connection with a combination of shares, and any security into which the Common Shares shall have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, amalgamation, consolidation, exchange, distribution or otherwise.

The selling securityholders acquired the Common Shares and Notes offered hereby either in connection with our emergence from bankruptcy on April 30, 2021 or in open market purchases. On April 30, 2021, we entered into the Registration Rights Agreements with the selling securityholders pursuant to which we were obligated to prepare and file a registration statement to permit the resale of certain Common Shares and Notes held by the selling securityholders from time to time as permitted by Rule 415 promulgated under the Securities Act.

We have prepared the information immediately following this paragraph, the table and the related notes based on information supplied to us by the selling securityholders and such information is as of February 24, 2022 (except as otherwise noted). We have not sought to verify such information. We believe, based on information supplied by the selling securityholders, that except as may otherwise be indicated in the footnotes to the table below, the selling securityholders have sole voting and dispositive power with respect to the Common Shares and Notes reported as beneficially owned by them. Because the selling securityholders identified in the table may sell some or all of the Common Shares or Notes owned by them which are included in this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the Common Shares or Notes, no estimate can be given as to the number of the Common Shares or Notes available for resale hereby that will be held by the selling securityholders upon termination of this offering. In addition, the selling securityholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the Common Shares or Notes they hold in transactions exempt from the registration requirements of the Securities Act after the date on which the selling securityholders provided the information set forth on the table below. We have, therefore, assumed for the purposes of the following table, that the selling securityholders will sell all of the Common Shares and Notes beneficially owned by them that are covered by this prospectus. The selling securityholders are not obligated to sell any of the Common Shares or Notes offered by this prospectus. The percent of beneficial ownership for the selling securityholders is based on 75,000,057 Common Shares and $550,000,000 aggregate principal of Notes issued and outstanding as of March 4, 2022.

Certain selling securityholders are affiliates of broker-dealers (but are not themselves broker-dealers). Each of these broker-dealer affiliates purchased the securities identified in the table as beneficially owned by it in the ordinary course of business and, at the time of that purchase, had no agreements or understandings, directly or indirectly, with any person to distribute those securities. These broker-dealer affiliates did not receive the securities to be sold in the offering as underwriting compensation.

​

Notes Beneficially Owned Prior to the Offering(1)

Notes Offered Hereby

Notes Beneficially Owned After Completion of the Offering(2)

Common Shares Beneficially Owned Prior to the Offering(1)

Common Shares Offered Hereby

Common Shares Beneficially Owned After Completion of the Offering(2)

​

Principal Amount

Percentage

Principal Amount

Percentage

Number

Percentage

Number

Percentage

Selling Securityholders:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Aurelius Capital Master, Ltd.(3)

​

$

11,896,000

​

2.2%

​

$

11,896,000

​

​

—

​

—

​

535,320

​

*

​

535,320

​

—

​

—

Brigade Funds(4)

​

$

6,029,000

​

1.1%

​

$

6,029,000

​

​

—

​

—

​

1,060,054

​

1.4%

​

—

​

1,060,054

​

1.4%

Canyon Funds(5)

​

​

—

​

—

​

​

—

​

​

—

​

—

​

2,806,360

​

3.7%

​

915,975

​

1,890,385

​

2.5%

Goldentree Funds(6)

​

$

79,185,429

​

14.4%

​

$

19,937,000

​

$

59,248,429

​

10.8%

​

7,159,240

​

9.5%

​

1,368,585

​

5,790,655

​

7.7%

Lodbrok Capital Funds(7)

​

$

18,025,000

​

3.3%

​

$

18,025,000

​

​

—

​

—

​

4,619,698

​

6.2%

​

811,125

​

3,808,573

​

5.1%

Oak Hill Funds(8)

​

​

—

​

—

​

​

—

​

​

—

​

—

​

9,412,822

​

12.6%

​

9,412,822

​

—

​

—

17

​	Notes Beneficially Owned Prior to the Offering(1)					Notes Offered Hereby			Notes Beneficially Owned After Completion of the Offering(2)					Common Shares Beneficially Owned Prior to the Offering(1)				Common Shares Offered Hereby		Common Shares Beneficially Owned After Completion of the Offering(2)
​	Principal Amount			Percentage					Principal Amount			Percentage		Number		Percentage				Number		Percentage
Oaktree Funds(9)	​	$	16,584,000	​	3.0%	​	$	7,119,000	​	$	9,465,000	​	1.7%	​	1,400,540	​	1.9%	​	—	​	1,400,540	​	1.9%
Investors for which Pacific Investment Management Company LLC serves as investment manager, adviser or sub-adviser(10)	​	$	94,069,000	​	17.1%	​	$	40,923,000	​	$	53,146,000	​	9.7%	​	214,200	​	*	​	—	​	214,200	​	*
Whitebox Funds(11)	​	$	15,581,000	​	2.8%	​	$	15,581,000	​	​	—	​	—	​	1,840,647	​	2.5%	​	582,615	​	1,258,032	​	1.7%
Aequim Arbitrage Master Fund LP(12)	​	$	394,000	​	*	​	$	394,000	​	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Altana Funds(13)	​	$	255,000	​	*	​	$	255,000	​	​	—	​	—	​	58,365	​	*	​	9,405	​	48,960	​	*
Credit Suisse Securities (USA) LLC(14)	​	$	7,039,000	​	1.3%	​	$	7,039,000	​	​	—	​	—	​	56,925	​	*	​	56,925	​	—	​	—
Glendon Capital Funds(15)	​	$	12,582,000	​	2.3%	​	​	—	​	$	12,582,000	​	2.3%	​	1,640,844	​	2.2%	​	390,285	​	1,250,559	​	1.7%
Invesco Funds(16)	​	$	5,122,000	​	*	​	$	5,122,000	​	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Pacific Life Insurance Company(17)	​	$	4,567,000	​	*	​	$	2,318,000	​	$	2,249,000	​	*	​	323,466	​	*	​	—	​	323,466	​	*
Sunrise Partners Limited Partnership(18)	​	$	3,374,000	​	*	​	$	1,979,000	​	$	1,395,000	​	*	​	89,055	​	*	​	—	​	89,055	​	*
Sefton Place Fund(19)	​	​	—	​	—	​	​	—	​	​	—	​	—	​	3,753	​	*	​	3,753	​	—	​	—
Shah Capital Opportunity Fund LP(20)	​	$	2,741,000	​	*	​	$	1,391,000	​	$	1,350,000	​	*	​	62,595	​	*	​	—	​	62,595	​	*
Sierra Pacific Securities, LLC(21)	​	​	—	​	—	​	​	—	​	​	—	​	—	​	1,530	​	*	​	1,530	​	—	​	—
South Dakota Retirement System(22)	​	$	1,285,000	​	*	​	$	500,000	​	$	785,000	​	*	​	100,768	​	*	​	—	​	100,768	​	*
Taconic Capital Funds(23)	​	$	14,730,000	​	2.7%	​	$	8,124,000	​	$	6,606,000	​	1.2%	​	1,798,971	​	2.4%	​	365,580	​	1,433,391	​	1.9%
ValueWorks Limited Partners LP(24)	​	$	1,754,000	​	*	​	$	1,754,000	​	​	—	​	—	​	341,426	​	*	​	—	​	341,426	​	*
Wilhelmsen Funds(25)	​	$	317,000	​	*	​	$	87,000	​	$	230,000	​	*	​	16,546	​	*	​	3,915	​	12,631	​	*
Wolverine Flagship Fund Trading Limited(26)	​	$	14,000,000	​	2.5%	​	$	9,519,000	​	$	4,481,000	​	*	​	—	​	—	​	—	​	—	​	—
DSC Meridian Credit Opportunities Master Fund LP(27)	​	​	—	​	—	​	​	—	​	​	—	​	—	​	34,695	​	*	​	34,695	​	—	​	—
Alexander Dumnov	​	$	31,000	​	*	​	$	31,000	​	​	—	​	—	​	9,336	​	*	​	—	​	9,336	​	*
Andreas Strauchmann	​	$	1,000	​	*	​	$	1,000	​	​	​	​	​	​	115	​	*	​	—	​	115	​	*
Katarius Universal Limited(28)	​	$	37,000	​	*	​	$	37,000	​	​	—	​	—	​	2,549	​	*	​	2,549	​	—	​	—
Sherwin Roy Gilbert	​	$	4,000	​	*	​	$	2,000	​	$	2,000	​	*	​	300	​	*	​	—	​	300	​	*
Masa Serdaveric	​	$	60,000	​	*	​	$	60,000	​	​	—	​	—	​	—	​	—	​	—	​	—	​	—

*

Represents less than 1%.

(1)

The amounts and percentages of Common Shares and Notes beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. Under

18

these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

(2)

Assumes the selling securityholders sell all of the Notes and Common Shares offered hereby and do not acquire beneficial ownership of any additional Common Shares or Notes.

(3)

The beneficial owner and selling securityholder is Aurelius Capital Master, Ltd., an exempted company incorporated in the Cayman Islands, which is controlled by its board of directors. The address for Aurelius Capital Master, Ltd. is c/o Aurelius Capital Management, LP, 3825 PGA Boulevard, Suite 205, Palm Beach Gardens, FL 33410.

(4)

Consists of (i) 7,918 Common Shares owned by Future Directions Credit Opportunities Fund, (ii) 40,680 Common Shares owned by Brigade Credit Fund II Ltd., (iii) 765 Common Shares owned by Brigade Collective Investment Trust — Brigade Diversified Credit CIT, (iv) 1,125 Common Shares owned by Big River Group Fund SPC LLC, (v) 15,653 Common Shares owned by Blue Falcon Limited, (vi) 1,993 Common Shares held by the City of Phoenix Employees’ Retirement Plan, (vii) 1,530 Common Shares owned by Delta Master Trust, (viii) 86,026 Common Shares owned by Brigade Distressed Value Master Fund Ltd., (ix) 44,000 Common Shares owned by Brigade Cavalry Fund Ltd, (x) 5,175 Common Shares held by FedEx Corporation Employees’ Pension Trust, (xi) 2,560 Common Shares owned by Northrop Grumman Pension Master Trust, (xii) 5,575 Common Shares owned by Goldman Sachs Trust II — Goldman Sachs Multi-Manager Non-Core Fixed Income Fund, (xiii) 1,200 Common Shares owned by FCA Canada Inc. Elected Master Trust, (xiv) 2,198 Common Shares owned by JPMorgan Chase Retirement Plan Brigade, (xv) 17,540 Common Shares owned by the Los Angeles County Employees Retirement Association, (xvi) 423,917 Common Shares and $5,028,000 principal amount of Notes owned by Brigade Leveraged Capital Structures Fund Ltd., (xvii) 308,074 Common Shares and $1,001,000 principal amount of Notes owned by Panther BCM LLC, (xviii) 1,530 Common Shares owned by New York City Fire Department Pension Fund, Subchapter Two, (xix) 720 Common Shares owned by New York City Police Pension Fund, Subchapter 2, (xx) 16,540 Common Shares owned by the Teachers’ Retirement System of the City of New York, (xxi) 3,375 Common Shares owned by SC CREDIT OPPORTUNITIES MANDATE, LLC, (xxii) 2,716 Common Shares owned by U.S. High Yield Bond Fund, (xxiii) 6,256 Common Shares owned by SEI Global Master Fund Plc the SEI High Yield Fixed Income Fund, (xxiv) 15,280 Common Shares owned by SEI Institutional Investments Trust-High Yield Bond Fund, (xxv) 675 Common Shares owned by SEI Institutional Managed Trust — Multi-Strategy Alternative Fund, (xxvi) 8,684 Common Shares owned by SEI Institutional Managed Trust-High Yield Bond Fund, (xxvii) 6,210 Common Shares owned by The Coca-Cola Company Master Retirement Trust, (xxviii) 11,378 Common Shares owned by SAS Trustee Corporation, and (xxix) 20,761 Common Shares owned by TCorpIM High Yield Fund (collectively, the “Brigade Funds”). This information being as of February 8, 2022. Donald E. Morgan III is the managing member of Brigade Capital GP LLC, the general partner of Brigade Capital Management, LP. Brigade Capital management LP is the investment manager for the beneficial holders. The address for the Brigade Funds is c/o Brigade Capital Management, 399 Park Avenue, 16th Floor, New York, NY 10022.

(5)

Consists of (i) 69,179 Common Shares owned by Canyon-ASP Fund, L.P., (ii) 567,960 Common Shares owned by Canyon Balanced Master Fund, Ltd., (iii) 293,992 Common Shares owned by Canyon Distressed Opportunity Master Fund III, L.P., (iv) 20,154 Common Shares owned by Canyon Distressed TX (A) LLC, (v) 15,415 Common Shares owned by Canyon Distressed TX (B) LLC, (vi) 1,192,358 Common Shares owned by The Canyon Value Realization Master Fund, L.P., (vii) 25,335 Common Shares owned by Canyon Blue Credit Investment Fund L.P., (viii) 20,007 Common Shares owned by Canyon-EDOF (Master) L.P., (ix) 76,786 Common Shares owned by Canyon-GRF Master Fund II, L.P., (x) 49,807 Common Shares owned by Canyon NZ-DOF Investing, L.P., (xi) 43,455 Common Shares owned by EP Canyon Ltd., and (xii) 431,912 Common Shares owned by Canyon Value Realization Fund, L.P. (collectively, the “Canyon Funds”). This information being as of February 15, 2022. Each of the Canyon Funds are currently party to an investment advisory agreement (or similarly titled agreement) with Canyon Capital Advisors LLC (“Canyon”), pursuant to which Canyon is granted discretionary right, power and authority to manage and vote with respect to certain of the Funds’ investments, including each Fund’s investment in the Registrable Securities (as defined in the applicable Registration Rights Agreement) (“Voting and Investment Power”). Canyon is ultimately

19

owned by family limited liability companies and/or trusts that are ultimately controlled by Joshua S. Friedman and Mitchell R. Julis (the “Principals”). Canyon and each of the Principals disclaim beneficial ownership of the Registrable Securities, except to the extent of Voting and Investment Power.

(6)

Consists of (i) $523,536 principal amount of Notes owned by CenturyLink, Inc. Defined Benefit Master Trust, (ii) $4,076,384 principal amount of Notes owned by City of New York Group Trust, (iii) $751,344 principal amount of Notes owned by Credit Fund Golden Ltd, (iv) 108,828 Common Shares and $1,051,000 principal amount of Notes owned by Crown Managed Accounts SPC  —  Crown/GT Segregated Portfolio, (v) 135 Common Shares and $3,083,730 principal amount of Notes owned by FS Credit Income Fund, (vi) 248,096 Common Shares and $2,423,000 principal amount of Notes owned by Ginkgo Tree, LLC, (vii) 22,148 Common Shares and $258,000 principal amount of Notes owned by GN3 SIP L.P., (viii) 186,700 Common Shares and $2,151,000 principal amount of Notes owned by GN3 SIP Limited, (ix) 6,210 Common Shares and $8,615,000 principal amount of Notes owned by GoldenTree Credit Opportunities Master Fund Ltd., (x) 2,291,345 Common Shares owned by GoldenTree Distressed Master Fund III Ltd, (xi) 993,355 Common Shares owned by Goldentree Distressed Onshore Master Fund III LP, (xii) $3,810,024 principal amount of Notes owned by GoldenTree High Yield Value Fund Offshore (Strategic), Ltd., (xiii) $2,804,872 principal amount of Notes owned by GoldenTree High Yield Value Master Fund ICAV, (xiv) $884,000 principal amount of Notes owned by GoldenTree High Yield Value Partners, L.P., (xv) 57,460 Common Shares and $658,000 principal amount of Notes owned by GoldenTree Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P., (xvi) 1,126,941 Common Shares and $12,945,000 principal amount of Notes owned by GoldenTree Master Fund, Ltd., (xvii) 16,312 Common Shares and $989,182 principal amount of Notes owned by GoldenTree Multi Sector-C LP, (xviii) 225 Common Shares and $3,662,626 principal amount of Notes owned by GoldenTree Multi-Sector Fund Offshore ERISA, Ltd., (xix) 495 Common Shares and $4,822,424 principal amount of Notes owned by GoldenTree Multi-Sector Master Fund ICAV  —  GoldenTree Multi-Sector Master Fund Portfolio A, (xx) 481,204 Common Shares and $2,140,000 principal amount of Notes owned by GoldenTree V1 Master Fund, L.P., (xxi) 675 Common Shares and $9,219,659 principal amount of Notes owned by Gresham Multi-Asset Credit Fund, Ltd., (xxii) 166,472 Common Shares owned by GT G Distressed Fund 2020 LP, (xxiii) 49,648 Common Shares and $573,000 principal amount of Notes owned by GT NM, L.P., (xxiv) 436,904 Common Shares owned by GoldenTree Distressed Master Fund III Ltd, (xxv) 2,700 Common Shares and $1,554,114 principal amount of Notes owned by Guadalupe Fund, LP, (xxvi) 225 Common Shares and $2,025,995 principal amount of Notes owned by Healthcare Employees’ Pension Plan  —  Manitoba, (xxvii) 64,527 Common Shares and $2,090,805 principal amount of Notes owned by High Yield And Bank Loan Series Trust, (xxviii) 180 Common Shares and $2,173,960 principal amount of Notes owned by Indiana University Health, Inc., (xxix) $1,548,611 principal amount of Notes owned by Kapitalforeningen MP Invest  —  High Yield obligationer II, (xxx) 224,023 Common Shares owned by GT G Distressed Fund 2020 LP, (xxxi) 14,479 Common Shares and $1,396,840 principal amount of Notes owned by Louisiana State Employees Retirement System, (xxxii) 9,088 Common Shares and $924,229 principal amount of Notes owned by MA Multi-Sector Opportunistic Fund, LP, (xxxiii) 184,373 Common Shares and $1,198,000 principal amount of Notes owned by San Bernardino County Employees Retirement Association, (xxxiv) 90 Common Shares and $871,094 principal amount of Notes owned by Tolleson High Yield Credit, LP, (xxxv) 430,224 Common Shares owned by Goldentree Distressed Onshore Master Fund III LP, (xxxvi) 23,146 Common Shares owned by GoldenTree Multi Sector-C LP and (xxxvii) 13,032 Common Shares owned by GoldenTree V1 Master Fund, L.P. (collectively, the “Goldentree Funds”). This information being as of February 15, 2022. The Goldentree Funds are managed by GoldenTree Asset Management LP (“GTAM LP”). GoldenTree Asset Management LLC (“GTAM LLC”) is the General Partner of GTAM LP. Steven A. Tananbaum is the Sole Managing Member of GTAM LLC. GTAM LP has discretionary authority to trade the Registrable Securities and make voting and investment decisions relating to such securities via an investment management agreement. GTAM LP is not the beneficial owner of the shares. The business address for each of the entities explicitly named in this footnote is 300 Park Avenue, 21st Floor, New York, NY 10022.

(7)

Consists of (i) 61,155 Common Shares and $1,359,000 principal amount of Notes owned by Kapitalforeningen Investin Pro  —  Lodbrok Select Opportunities, (ii) 107,010 Common Shares and $2,378,000 principal amount of Notes owned by Mercer QIF Fund PLC  —  Mercer Investment Fund 1,

20

(iii) 53,550 Common Shares and $1,190,000 principal amount of Notes owned by Crown Managed Accounts SPC -Crown/Lodbrok Segregated Portfolio, (iv) 539,640 Common Shares and $11,992,000 principal amount of Notes owned by Lodbrok European Credit Opportunities Sarl and (v) 49,770 Common Shares and $1,106,000 principal amount of Notes owned by Lodbrok European Credit Opportunities Sarl  —  RAIF Assets (collectively, the “Lodbrok Funds”). Lodbrok Capital LLP is the investment manager acting on behalf of the Lodbrok Funds.

(8)

Consists of (i) 70,728 Common Shares owned by OHA Artesian Customized Credit Fund I, L.P., (ii) 237,550 Common Shares owned by OHA Black Bear Fund, L.P., (iii) 423,602 Common Shares owned by OHA Diversified Credit Strategies Fund Master, L.P., (iv) 21,966 Common Shares owned by Eagle International Limited, (v) 55,040 Common Shares owned by OHA Enhanced Credit Strategies Master Fund, L.P., (vi) 152,153 Common Shares owned by Future Fund Board of Guardians, (vii) 77,212 Common Shares owned by Indiana Public Retirement System, (viii) 56,502 Common Shares owned by Illinois State Board of Investment, (ix) 491,298 Common Shares owned by OHA KC Customized Credit Master Fund, L.P., (x) 24,612 Common Shares owned by Northwell Health Inc., (xi) 630,637 Common Shares owned by OHA Centre Street Partnership, L.P., (xii) 66,304 Common Shares owned by OCA OHA Credit Fund LLC, (xiii) 404,933 Common Shares owned by OHA SA Customized Credit Fund, L.P., (xiv) 3,879,758 Common Shares owned by OHA Strategic Credit Master Fund II, L.P., (xv) 2,758,075 Common Shares owned by OHA Tactical Investment Master Fund, L.P., and (xvi) 62,452 Common Shares owned by OHAT Credit Fund, L.P. (collectively, the “Oak Hill Funds”). Voting or investment control over the Registrable Securities is held by Oak Hill Advisors, L.P., in its capacity as investment manager. The address for the Oak Hill Funds is One Vanderbilt, 16th Floor, New York, NY 10017.

(9)

Includes (i) $799,000 principal amount of Notes owned by Oaktree Opps Xb Holdco Ltd., (ii) 1,400,540 Common Shares and $9,290,000 principal amount of Notes owned by Oaktree Opportunities Fund Xb Holdings (Cayman), L.P., (iii) $29,000 principal amount of Notes owned by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and (iv) $6,466,000 principal amount of Notes owned by OCM Luxembourg Opps Xb S.a r.l. (collectively, the “Oaktree Funds”). Oaktree Opportunities Fund Xb Holdings (Cayman), L.P. is the sole shareholder of OCM Luxembourg Opps Xb S.a r.l. and Oaktree Opps Xb Holdco Ltd. The general partner of Oaktree Opportunities Fund Xb Holdings (Cayman), L.P. is Oaktree Fund GP 1A, Ltd. The director of Oaktree Fund GP 1A, Ltd. is Oaktree Fund GP I, L.P. The general partner of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. is Oaktree Fund GP, LLC. The managing member of Oaktree Fund GP, LLC is Oaktree Fund GP I, L.P. The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P. The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC. The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC. The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC. Oaktree Capital Group, LLC is governed and controlled by its eleven-member board of directors. Each of the foregoing general partners, managing members, shareholders, and directors, disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein (if any). The address for the Oaktree Funds is c/o Oaktree Capital Management, L.P., 333 S. Grand Ave., 28th Floor, Los Angeles, CA 90071.

(10)

With respect to such Selling Stockholders, Pacific Investment Management Company LLC, as investment manager, adviser or sub-adviser of the funds and accounts who are the holders of records of the Registrable Securities, may be deemed to have or share voting and dispositive power over the referenced Registrable Securities. The address for such funds and accounts is c/o Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, California 92660.

(11)

Consists of (i) $4,000,000 principal amount of Notes owned by Whitebox KFA Advantage LLC, (ii) 118,505 Common Shares and $554,000 principal amount of Notes owned by Pandora Select Partners, (iii) 707,853 Common Shares and $4,465,000 principal amount of Notes owned by Whitebox Relative Value Partners, LP, (iv) 80,405 Common Shares and $478,000 principal amount of Notes owned by Whitebox GT Fund, LP and (v) 993,804 Common Shares and $6,084,000 principal amount of Notes owned by Whitebox Multi-Strategy Partners, LP (collectively, the “Whitebox Funds”). This information being as of February 18, 2022. Whitebox General Partner LLC (“WBGP”) is the general partner of each of the Whitebox Funds and has voting and dispotition control over the securities beneficially owned by the Whitebox Funds. WBGP is owned by Robert Vogel, Jacob Mercer, Paul Roos and Dyal Capital Partners II (B) LP. Messrs. Vogel, Mercer and Roos share voting and dispositive control over the securities beneficially owned by WBGP. Whitebox Advisors, LLC (“WBA”) is the investment manager of the

21

Whitebox Funds and has voting and disposition control over the securities beneficially owned by the Whitebox Funds. WBA is owned by Robert Vogel, Jacob Mercer, Paul Roos and Dyal Capital Partners II (A) LP. WBGP, WBA and the individuals and entities listed above as owners of WBGP and WBA each disclaim beneficial ownership of the securities except to the extent of such entity or individual’s pecuniary interest therein, if any. The address for the Whitebox Funds is 3033 Excelsior Boulevard, Suite 500, Minneapolis, MN 55416.

(12)

This information being as of February 9, 2022. David Goldstein is the Chief Operating Officer of Aequim Arbitrage Master Fund LP and has voting and dispositive poser over the securities held by Aequim Arbitrage Master Fund LP. The address for Aequim Arbitrage Master Fund LP is 495 Miller Ave Ste 301, Mill Valley, CA 94941.

(13)

Consists of (i) 6,661 Common Shares and $184,000 principal amount of Notes owned by Altana Corporate Bond Fund, (ii) 38,243 Common Shares owned by Altana Distressed Opportunities Fund SLP, (iii) 13,461 Common Shares and $71,000 principal amount of Notes owned by Crescent 3 LTD (collectively, the “Altana Funds”). This information being as of February 15, 2022. Voting or investment control over the Registrable Securities is held by each Altana Fund, respectively.

(14)

The address of Credit Suisse Securities (USA) LLC is 11 Madison Ave. 4th Floor New York, NY 10010, Attn: Chris Campbell.

(15)

Consists of (i) 432,765 Common Shares owned by Glendon Opportunities Fund, L.P. and (ii) 1,208,079 Common Shares and $12,582,000 principal amount of Notes owned by Glendon Opportunities Fund II, L.P (collectively, the “Glendon Funds”). This information being as of February 9, 2022. Glendon Capital Management LP (“GCM”) serves as investment adviser to the Glendon Funds with voting and investment control over the securities held by the Glendon Funds. Pursuant to the authority delegated to them by GCM’s investment committee, Matthew Barrett and Alexander Thain, partners in GCM, have voting and investment control over the securities held by the Glendon Funds. The address of the Glendon Funds is 2425 Olympic Blvd, Suite 500E Santa Monica, CA 90404.

(16)

Consists of (i) $2,000 principal amount of Notes owned by Invesco Global Targeted Income Fund (UK)-US HY Sleeve, (ii) $5,000 principal amount of Notes owned by Invesco Global Targeted Returns Fund (UK)-US HY Sleeve, (iii) $47,000 principal amount of Notes owned by Invesco Global Targeted Returns Fund-US HY Sleeve, (iv) $88,000 principal amount of Notes owned by Invesco Global Targeted Returns Plus Fund, (v) $357,000 principal amount of Notes owned by SJP GAR US High Yield Fund, (vi) $519,000 principal amount of Notes owned by Mediolanum Piu Global Opportunity 2019-5, (vii) $109,000 principal amount of Notes owned by Mediolanum Piu Global Opportunity 2017, (viii) $91,000 principal amount of Notes owned by Mediolanum Piu Global Opportunity 2017-1, (ix) $79,000 principal amount of Notes owned by Mediolanum Piu Global Opportunity 2017-2, (x) $80,000 principal amount of Notes owned by Mediolanum Piu Global Opportunity 2017-3, (xi) $57,000 principal amount of Notes owned by Mediolanum Piu Global Opportunity 2018, (xii) $62,000 principal amount of Notes owned by Mediolanum Piu Global Opportunity 2018-1, (xiii) $105,000 principal amount of Notes owned by Mediolanum Piu Global Opportunity 2018-2, (xiv) $2,000 principal amount of Notes owned by Mediolanum Piu Global Opportunity 2018-3, (xv) $3,000 principal amount of Notes owned by Mediolanum Piu Emerging Market Focus 2018-1, (xvi) $154,000 principal amount of Notes owned by Oklahoma Tobacco Settlement Endowment Trust, (xvii) $185,000 principal amount of Notes owned by Invesco Global High Yield Bond Fund, (xviii) $259,000 principal amount of Notes owned by Invesco Emerging Market Corporate Bond Fund, (xix) $320,000 principal amount of Notes owned by Invesco Active Multi-Sector Credit Fund- Fl, (xx) $35,000 principal amount of Notes owned by Invesco Active Multi-Sector Credit Fund- HY, (xxi) $226,000 principal amount of Notes owned by Invesco High Income Trust II, (xxii) $191,000 principal amount of Notes owned by Invesco Global High Income Fund, (xxiii) $5,000 principal amount of Notes owned by Invesco Monthly Income Fund, (xxiv) $182,000 principal amount of Notes owned by Invesco Corporate Bond Fund, (xxv) $31,000 principal amount of Notes owned by Invesco Bond Fund, (xxvi) $1,651,000 principal amount of Notes owned by Invesco High Yield Fund, and (xxvii) $277,000 principal amount of Notes owned by Invesco V.I. High Yield Fund. This information being as of February 17, 2022. Invesco Advisors, Inc. acts as Investment Adviser or Investment Sub-Adviser for funds and accounts that are beneficial owners of the securities.

(17)

This information being as of February 24, 2022. Pacific Life Insurance Company is a direct wholly-owned subsidiary of Pacific LifeCorp. Pacific LifeCorp is a direct wholly-owned subsidiary of Pacific

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Mutual Holding Company, a mutual insurance holding company whose members are policyholders of Pacific Life Insurance Company. The address of Pacific Life Insurance Company is 700 Newport Center Dive, Newport Beach, CA 92660.

(18)

This information being as of February 24, 2022. Donald Sussman controls PPMC and Thomas Einhorn is a portfolio manager for PPMC with respect to the Registrable Securities held by Sunrise Partners Limited Partnership, and therefore they have shared voting and investment power over such securities. Each of Mr. Sussman and Mr. Einhorn disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein, if any. The address for Sunrise Partners Limited Partnership is Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

(19)

This information is as of February 11, 2022. Voting or investment control over the Registrable Securities is held by Nick Linnane, Portfolio Manager at Sefton Place Advisors, which is the investment advisor to Sefton Place Fund. The address for Sefton Place Fund c/o Sefton Place Advisors, 25 Green Street, WIK 7AX, London, United Kingdom.

(20)

This information being as of February 9, 2022. Himanshu H. Shah is the managing member of Shah Capital Opportunity Fund LP and has voting and dispositive poser over the securities held by Shah Capital Opportunity Fund LP. The address for Shah Capital Opportunity Fund LP is 8601 Six Forks Road, Suite 630, Raleigh, NC 27615.

(21)

This information being as of February 8, 2022. The address for Sierra Pacific Securities, LLC is 10100 W Charleston Blvd Suite 214, Las Vegas, NV 89135.

(22)

This information being as of February 14, 2022. The South Dakota Investment Council manages the investment of South Dakota Retirement System assets. Matthew L. Clark, in his position as the State Investment Officer, has voting and investment power over the South Dakota Retirement System assets and has voting and investment power over the securities. The address for the South Dakota Retirement System is 4009 W 49th St, Ste 300, Sioux Falls, SD 57106.

(23)

Consists of (i) 1,114,630 Common Shares and $9,148,000 principal amount of Notes owned by TCA Opportunity Investments S.a r.l., (ii) 126,773 Common Shares and $1,130,000 principal amount of Notes owned by TCA Event Investments S.a r.l. and (iii) 557,568 Common Shares and $4,452,000 principal amount of Notes owned by Taconic Market Dislocation Master Fund III (Cayman), L.P. (collectively, the “Taconic Funds”). Voting or investment control over the Registrable Securities is held by Frank Brosens, as the manager of the general partner of the Taconic Funds. The address for the Taconic Funds is 280 Park Avenue, 5th Floor, New York, NY 10017.

(24)

This information being as of February 24, 2022. Charles Lemonides is the managing member of ValueWorks Limited Partners LP. The address for ValueWorks Limited Partners LP is One World Trade Center Ste 84G, New York, NY 10007.

(25)

Consists of (i) 8,635 Common Shares and $150,000 principal amount of Notes owned by Skips As Tudor, (ii) 2,157 Common Shares and $67,000 principal amount of Notes owned by Toluma AS and (iii) 5,754 Common Shares and $100,000 principal amount of Notes owned by Toluma Kreditt AS (collectively, the “Wilhelmsen Funds”). This information being as of February 17, 2022. The address for the Wilhelmsen Funds is Strandveien 20, No-1366 Lysaker, Norway. Voting or investment control over the Registrable Securities is held by Thomas Wilhelmsen as Chairman.

(26)

Wolverine Asset Management, LLC (“WAM”) is the investment manager to Wolverine Flagship Fund Trading Limited (the “Fund”) and has voting and investment power over these securities. The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”), the general partner of Wolverine Holdings. Each of Robert R. Bellick, Christopher L. Gust, Wolverine Holdings, WTP, and WAM disclaims beneficial ownership of securities held by the Fund. The address for the Fund is Suite 5B201, 2nd Floor, One Nexus Way, Camana Bay, Grand Cayman, KY1-1108 Cayman Islands.

(27)

This information being as of February 16, 2022. The address for DSC Meridian Credit Opportunities Master Fund LP is 888 Seventh Avenue, 16FL, New York , NY 10106.

(28)

This information being as of February 18, 2022. Nikolai Shitov has voting and dispositive powers over the securities held by Katarius Universal Limited.

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PLAN OF DISTRIBUTION

This prospectus relates to the resale, from time to time, by the selling securityholders identified in this prospectus of up to 14,495,079 Common Shares and up to $337,265,015 aggregate principal amount of Notes, including up to an additional $179,142,015 aggregate principal amount of Notes that may be issued if interest on the Notes is paid-in-kind through maturity. As of the date of this prospectus, we have not been advised by the selling securityholders as to any plan of distribution. Distributions of the Common Shares and Notes by the selling securityholders, or by their partners, pledgees, donees (including charitable organizations), transferees or other successors in interest, may from time to time be offered for sale either directly by such individual, or through underwriters, dealers or agents or on any exchange on which securities may from time to time be traded, in the over-the-counter market, or in independently negotiated transactions or otherwise. The methods by which the Common Shares and the Notes may be sold include:

•

privately negotiated transactions;

•

underwritten transactions;

•

exchange distributions and/or secondary distributions;

•

sales in the over-the-counter market;

•

ordinary brokerage transactions and transactions in which the broker solicits purchasers;

•

broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;

•

a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;

•

short sales;

•

hedging transactions;

•

through the writing of options on the shares, whether or not the options are listed on an options exchange;

•

through the distributions of the shares by any selling stockholder to its partners, members or shareholders;

•

a combination of any such methods of sale; and

•

any other method permitted pursuant to applicable law.

The selling securityholders may also sell Common Shares or Notes under Rule 144 under the Securities Act, in each case if available, rather than under this prospectus.

Such transactions may be effected by the selling securityholders at market prices prevailing at the time of sale or at negotiated prices. The selling securityholders may effect such transactions by selling the securities to underwriters or to or through broker-dealers, and such underwriters or broker-dealers may receive compensation in the form of discounts or commissions from the selling securityholders and may receive commissions from the purchasers of the securities for whom they may act as agent. The selling securityholders may agree to indemnify any underwriter, broker-dealer or agent that participates in transactions involving sales of the Common Shares or Notes against certain liabilities, including liabilities arising under the Securities Act. We have agreed to register the Common Shares and Notes for sale under the Securities Act and to indemnify the selling securityholders and each person who participates as an underwriter in the offering of the Common Shares or Notes against certain civil liabilities, including certain liabilities under the Securities Act.

In connection with sales of the securities under this prospectus, the selling securityholders may enter into hedging transactions with broker-dealers, who may in turn engage in short sales of the securities in the

24

course of hedging the positions they assume. The selling securityholders also may sell securities short and deliver them to close their short positions, or loan or pledge the securities to broker-dealers that in turn may sell them.

The selling securityholders may from time to time pledge or grant a security interest in some or all of the Common Shares or Notes owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell Common Shares or Notes from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b) or other applicable provision of the Securities Act amending the list of selling securityholders to include the pledgee, transferee or other successors in interest as selling securityholders under this prospectus.

There can be no assurances that the selling securityholders will sell any or all of the securities offered under this prospectus.

25

DESCRIPTION OF CAPITAL STOCK

The following description of our share capital summarizes certain provisions of our memorandum of association and our bye-laws (the “Bye-Laws”). Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of our memorandum of association and Bye-laws, copies of which have been filed as Exhibits 3.1 and 3.2 to the registration statement of which this prospectus forms a part and incorporated by reference herein. You are urged to read the exhibits for a complete understanding of our memorandum of association and Bye-laws.

Authorized Capitalization

The authorized share capital of Valaris consists of 700,000,000 common shares of a par value of $0.01 each (the “Common Shares”) and 150,000,000 preference shares of a par value of $0.01 each of such class or classes having the rights as the Board may determine from time to time (the “Preference Shares”).

Common Shares

Voting Rights

The holders of Common Shares are entitled to one vote per Common Share. The Bye-laws of Valaris do not provide for cumulative voting.

There are no limitations imposed by Bermuda law or the Bye-laws on the right of nonresident shareholders to hold or vote their Common Shares.

If at any time there is more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may be varied either: (i) with the consent in writing of the holders of 75% of the issued and outstanding shares of that class; or (ii) with the sanction of a resolution passed by a majority of the votes cast at a general meeting of the relevant class of shareholders at which a quorum consisting of at least two persons holding or representing one-third of the issued and outstanding shares of the relevant class is present. The Bye-laws provide that the rights conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

Under Bermuda law, some matters, such as altering the memorandum of association or the Bye-laws, changing the name of Valaris and the voluntarily winding up of Valaris, require the approval of shareholders by a resolution passed by the affirmative vote of shares carrying not less than a majority of the total voting rights of all issued and outstanding shares

Quorum for General Meetings

The quorum for general meetings of shareholders is the presence of shareholders who, present in person (which, in the case of a corporate shareholder shall include being present by a representative) or by proxy, together represent at least fifty percent of the total voting rights of all issued and outstanding Voting Shares (as defined in the Bye-laws). Pursuant to Bermuda law, the matters set out below require the presence of at least two persons holding or representing more than one-third of the issued and outstanding shares of Valaris or the class of shares to be varied:

•

the amalgamation or merger with entities (other than with certain affiliated entities); and

•

the variation of share rights (as noted above).

Dividends

Subject to any rights and restrictions of any other class or series of shares, the Board of the Directors of the Company (the “Board”) may, from time to time, declare dividends on the shares issued and authorize payment of the dividends. The Board may declare that any dividend be paid to the members wholly or partly in cash or in specie.

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Although Valaris has not and does not expect to pay periodic cash dividends on Common Shares, any future declaration and payment of dividends by Valaris would be:

•

dependent upon its results of operations, financial condition, cash requirements and other relevant factors;

•

subject to the discretion of its Board; and

•

subject to restrictions contained in debt instruments.

Valaris may not declare or pay a dividend, or make a distribution out of contributed surplus, if there are reasonable grounds for believing that (i) the Company is, or would after the payment be, unable to pay its liabilities as they become due; or (ii) the realizable value of the Company’s assets would thereby be less than its liabilities. ”Contributed surplus” is defined for purposes of section 54 of the Companies Act 1981 of Bermuda (the “Companies Act”) to include the proceeds arising from donated shares, credits resulting from the redemption or conversion of shares at less than the amount set up as nominal capital and donations of cash and other assets to the Company.

Capitalization of Profits and Reserves

Pursuant to the Bye-laws, the Board may (i) capitalize any part of the amount of our share premium or other reserve accounts or any amount credited to our profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro-rata (except in connection with the conversion of shares) to the shareholders; or (ii) capitalize any sum standing to the credit of a reserve account or sums otherwise available for dividend or distribution by paying up in full, partly paid or nil paid shares of those shareholders who would have been entitled to such sums if they were distributed by way of dividend or distribution.

Liquidation

In the event of Valaris’ liquidation, dissolution or winding up, the holders of Common Shares are entitled to share equally and ratably in Valaris’ assets, if any, remaining after the payment of all of its debts and liabilities, subject to any liquidation preference on any issued and outstanding Preference Shares.

No Sinking Fund

The Common Shares have no sinking fund provisions.

No Liability for Further Calls or Assessments

The Common Shares are duly and validly issued, fully paid and non-assessable.

No Preemptive Rights

Holders of Common Shares have no preemptive or preferential right to purchase any securities of Valaris.

Redemption and Conversion

The Common Shares are not convertible into shares of any other class or series or be subject to redemption either by Valaris or the holder of the shares.

Repurchase

Under the Bye-laws, Valaris may purchase any issued Common Shares in the circumstances and on the terms as are agreed by Valaris and the holder of the shares whether or not Valaris has made a similar offer to all or any other of the holders of Common Shares. Such repurchase may not be made if, on the date on which the repurchase is to be effected, there are reasonable grounds for believing that Valaris is, or after the repurchase, will be unable to pay its liabilities as they fall due.

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Restrictions on Transfer

Subject to the rules of the New York Stock Exchange and any other stock exchange on which the Common Shares may be listed, the Board may refuse to register a transfer unless all applicable consents, authorizations, and permissions are obtained for any government body or agency in Bermuda.

Emergence Warrants

On the Effective Date and pursuant to the Plan, Valaris entered into a Warrant Agreement (the “Warrant Agreement”) with Computershare Inc. and Computershare Trust Company, N.A., as warrant agent, which provides for Valaris’ issuance of up to an aggregate of 5,645,161 warrants (the “Warrants”) exercisable for up to an aggregate of 5,645,161 Common Shares to former holders of Legacy Valaris’ equity interests, on the Effective Date in accordance with the terms of the Plan, the Confirmation Order and the Warrant Agreement.

The Warrants are exercisable from the date of issuance until 5:01 p.m., Eastern Time, on April 29, 2028, at which time all unexercised Warrants will expire and the rights of the holders of such Warrants to purchase Common Shares will terminate. The Warrants are initially exercisable for one Common Share per Warrant at an initial exercise price of $131.88 per Warrant (the “Exercise Price”).

Pursuant to the Warrant Agreement, no holder of a Warrant, by virtue of holding or having a beneficial interest in a Warrant, has the right to vote, receive dividends, receive notice as shareholders with respect to any meeting of shareholders for the election of Valaris’ directors or any other matter, or exercise any rights whatsoever as a shareholder of Valaris unless, until and only to the extent such holders become holders of record of shares of Common Shares issued upon settlement of Warrants.

The number of Common Shares for which a Warrant is exercisable, and the Exercise Price, are subject to adjustment from time to time upon the occurrence of certain events, such as: (1) share splits, reverse share splits, share dividends or share repurchases to holders of Common Shares or (2) a reclassification in respect of Common Shares.

The foregoing description of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, which is attached hereto as Exhibit 4.3 and is incorporated herein by reference.

Anti-Takeover Provisions

General

The Bye-laws have provisions that could have an anti-takeover effect. These provisions are intended to enhance the ability of the Board to deal with unsolicited takeover attempts by increasing the likelihood of continuity and stability in the composition of the Board. These provisions could have the effect of discouraging transactions that may involve an actual or threatened change of control of Valaris.

Number of Directors

The Bye-laws provide that the Board will consist of not less than three directors nor more than fifteen directors, the exact number to be set from time to time by the Board.

Advance Notice Provisions

The Bye-laws establish an advance notice procedure that must be followed by shareholders if they wish to propose business or nominate candidates for election as directors at an annual general meeting of shareholders. The Bye-laws provide generally that, if a shareholder desires to propose business or nominate a candidate for election as a director at an annual general meeting, then such shareholder must give notice not less than 90 days nor more than 120 days prior to the anniversary of the last annual general meeting. The notice must contain specified information concerning the shareholder submitting the proposal.

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Removal of Directors

The Bye-laws provide that a director may only be removed, with cause, by the shareholders and that notice of the shareholders meeting convened to remove the director must be given to the director. The notice must contain a statement of the intention to remove the director and must be served on the director not less than fourteen days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his or her removal.

Preference Shares

The Board is authorized to provide for the issuance of the Preference Shares in one or more series, and to establish from time to time the number of Preference Shares to be included in each such series, and to fix the terms, including designation, powers, preferences, rights (including voting rights), qualifications, limitations and restrictions of the Preference Shares of each such series. The Board could authorize the issuance of preferred shares with terms and conditions that could discourage a takeover or other transaction that holders of some or a majority of the Common Shares might believe to be in their best interests or in which holders might receive a premium for their shares over the then market price of the shares. No preferred shares have been established as of the date of this prospectus.

Written resolutions

Shareholders may pass resolutions by way of written consent of shareholders in the following manner:

(a)   where the matters which are the subject of the resolutions have not previously been approved by the Board, at the time they are signed by all the shareholders, who at the date that the notice of the written resolution is given, would be entitled to attend, vote and pass a resolution at a general meeting of the Company; or

(b)   where the matters which are the subject of the resolutions have previously been approved by the Board, at the time they are signed by the requisite voting majority required by applicable law or the Bye-laws by those shareholders, who at the date that the notice of the written resolution is given, would be entitled to attend, vote and pass a resolution at a general meeting of the Company.

Business Combinations

As a Bermuda company, Valaris is not subject to Section 203 of the Delaware General Corporation Law, which restricts business combinations with interested shareholders.

Proceedings of Board of Directors

The Bye-laws provide that our business is to be managed and conducted by the Board. Bermuda law permits individual and corporate directors and there is no requirement in the Bye-laws or Bermuda law that directors hold any of our shares. There is also no requirement in our Bye-laws or Bermuda law that our directors must retire at a certain age.

The remuneration of our directors may be determined by the Board or any committee or person authorized to do so by the Board.

The Bye-laws provide that, subject to the Company’s policies and procedures, if a director discloses a direct or indirect interest in any contract or arrangement with us as required by Bermuda law, such director is entitled to count in the quorum and vote in respect of any such contract or arrangement in which he or she is interested.

Amalgamations and Mergers

The amalgamation or merger of a Bermuda company with another company or corporation (other than certain affiliated companies) requires the amalgamation or merger agreement to be approved by the Board and by its shareholders. Unless the company’s Bye-laws provide otherwise, the approval of 75% of the

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shareholders voting at such meeting is required to approve the amalgamation or merger agreement, and the quorum for such meeting must be two persons holding or representing more than one-third of the issued shares of the company.

Under Bermuda law, in the event of an amalgamation or merger of a Bermuda company with another company or corporation, a shareholder of the Bermuda company who did not vote in favor of the amalgamation or merger and who is not satisfied that fair value has been offered for such shareholder’s shares may, within one month of notice of the shareholders meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares.

Shareholder Suits

Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it.

When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.

Access to Books and Records and Dissemination of Information

Members of the general public have a right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include the company’s memorandum of association, including its objects and powers, and certain alterations to the memorandum of association. The shareholders have the additional right to inspect the bye-laws of the company, minutes of general meetings of the shareholders and the company’s audited financial statements, which must be presented to the annual general meeting. The register of members of a company is also open to inspection by shareholders and by members of the general public without charge. The register of members is required to be open for inspection for not less than two hours in any business day (subject to the ability of a company to close the register of members for not more than thirty days in a year). A company is required to maintain its share register in Bermuda but may, subject to the provisions of the Companies Act, establish a branch register outside of Bermuda. A company is required to keep at its registered office a register of directors and officers that is open for inspection for not less than two hours in any business day by members of the public without charge. A company is also required to file with the Registrar of Companies in Bermuda a list of its directors to be maintained on a register, which register will be available for public inspection subject to such conditions as the Registrar may impose and on payment of such fee as may be prescribed. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.

Protection of Minorities

Under Bermuda law, members of a company are entitled to have the affairs of the company conducted in accordance with general law and in particular with the company’s memorandum of association and bye-laws.

Under the general rule known as the rule in Foss v Harbottle, which is recognized in Bermuda, a court will generally refuse to interfere in the management of a company at the instance of a minority of its members who are dissatisfied with the conduct of the company’s affairs by the majority or by the board of directors. The fundamental proposition of Bermuda law is that a minority member cannot sue for a wrong done to the

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company or bring proceedings to rectify an internal irregularity in circumstances where the majority can lawfully ratify the same.

Every member is, however, entitled to have the affairs of the company conducted properly according to law. As such, if those who control the company have persistently disregarded the requirements of company law or the provisions of the company’s memorandum of association or bye-laws, the court will grant relief. In general, the exceptions to the Foss v Harbottle rule are as follows:

(i)

the act complained of is ultra vires or illegal and not capable of ratification by the majority;

(ii)

the act complained of constitutes a fraud on the minority where the wrongdoers control the company;

(iii)

the act complained of constitutes an infringement of individual rights of members, such as the right to vote, pre-emption rights, etc.; and

(iv)

where the company has not complied with provisions requiring that the relevant act be approved by a special or extraordinary majority of the members.

Where the act complained of is not ultra vires or illegal then a member cannot take action himself because it is an action which is capable of ratification by a majority of the members. However, if the claim by the members is that the directors have carried on an act which is ultra vires or illegal, then the member has a right of action on behalf of himself or herself and others to sue the directors with any damages awarded going to the company itself.

Where the perpetrators of the act which constitutes the fraud against the minority are themselves in control of the company or where a resolution which requires a special or extraordinary majority has only been passed with a simple majority, it is open to the aggrieved member to take an action in his or her own name. While it is generally for the company to bring action against its directors for wrongdoing, it is recognized that the company may be prevented from doing so where the wrongdoers have effective control of the company.

Any member of a company is entitled to complain that the affairs of the company are being conducted or have been conducted in a manner oppressive or unfairly prejudicial to the interests of the members or some number of them, and petition the Bermuda court to seek either a winding-up order or an alternative remedy if a winding-up order would be unfairly prejudicial to them. In considering whether to wind up a company, the Bermuda court will consider whether it is “just and equitable” to do so.

A statutory right of action is conferred on subscribers of shares in a company against persons, including directors and officers, responsible for the issue of a prospectus in respect of loss or damage suffered by reason of an untrue statement therein, but this confers no right of action against the company itself. In addition, such company, as opposed to its members, may take action against its officers including directors, for breach of their statutory and fiduciary duty to act honestly and in good faith with a view to the best interests of the company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The Companies Act also provides that the Minister of Finance of Bermuda may at any time appoint one or more inspectors to investigate the affairs of an exempted company and to report on them in such manner as the Minister may direct. The inspector shall, on the completion of his investigation, report to the Minister and shall send copies of such reports to the company. However, no other person shall be informed of the nature or contents of the report save at the request of the company or on the direction of the Minister. Upon examining the inspector’s report, the Minister may require the company to take such measures as he may consider necessary in relation to its affairs or direct the Registrar of Companies in Bermuda to petition the Bermuda court for the winding up of the company.

Management

The Companies Act specifically requires that every officer of a company, which includes a director, managing director and secretary, in exercising any of his or her powers and discharging his or her duties must act honestly and in good faith with a view to the best interests of the company and exercise the care,

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diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Furthermore, the Companies Act requires that every officer should comply with the Companies Act, regulations passed pursuant to the Companies Act and the bye-laws of the company.

Accounting and Auditing Requirements

Unless waived by all members and directors, a company must appoint an auditor. A person, other than an incumbent auditor, is not capable of being appointed auditor at an annual general meeting unless notice in writing of an intention to nominate that person to the office of auditor has been given not less than 21 days before the annual general meeting. The company must send a copy of such notice to the incumbent auditor and give notice thereof to the members not less than seven days before the annual general meeting. An incumbent auditor may, however, by notice in writing to the secretary of the company waive the foregoing requirements.

An auditor appointed to replace another auditor must, before accepting the appointment or consenting to be appointed, request and obtain from the former auditor a written statement as to the circumstances of the latter’s replacement. If the former auditor does not respond within 15 days, the new auditor may act in any event. An appointment as auditor of a person who has not requested a written statement from the former auditor is voidable by a resolution of the members at a general meeting. An auditor who has resigned or been removed, or whose term of office has expired or is about to expire, or who has vacated office, is entitled to (i) attend the general meeting of the company at which he is to be removed or his successor is to be appointed; (ii) to receive all notices of, and other communications relating to, that meeting which a member is entitled to receive; and (iii) to be heard at that meeting on any part of the business of the meeting that relates to his duties as auditor or former auditor.

The Companies Act requires a company to cause proper records of account to be kept with respect to (i) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (ii) all sales and purchases of goods by the company and (iii) the assets and liabilities of the company.

Furthermore, it requires that a company keeps its records of account at the registered office of the company or at such other place as the directors think fit and that such records must at all times be open to inspection by the directors or the resident representative of the company. If the records of account are kept at some place outside Bermuda, there must be kept at the office of the company in Bermuda such records as will enable the directors or the resident representative of the company to ascertain with reasonable accuracy the financial position of the company at the end of each three month period, except that where the company is listed on an appointed stock exchange (as defined in the Companies Act), there must be kept such records as will enable the directors or the resident representative of the company to ascertain with reasonable accuracy the financial position of the company at the end of each six month period.

The Companies Act requires that the company make available to members the financial statements for the relevant accounting period signed on the balance sheet page by a director. This requirement may be waived if all of the members and all of the directors of the company, either in writing or at a general meeting, agree. Further, the company’s auditor must audit the financial statements so as to enable him to report to the members. Again, this requirement can be waived by all members and all directors. Based on the results of his audit, which must be made in accordance with generally accepted auditing standards, the auditor must then make a report to the members. The generally accepted auditing standards may be those of Bermuda or a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be appointed by the Minister of Finance of Bermuda under the Companies Act; and where the generally accepted auditing standards used are other than those of Bermuda, the report of the auditor must identify the generally accepted auditing standards used. Subject to certain exceptions provided in the Companies Act, the company must send to every member a copy of financial statements, prepared in accordance with generally accepted accounting principles and containing all such information and documents as required by the Companies Act (“Financial Statements”), at least five days before the general meeting of the company at which the Financial Statements are to be tabled.

Where a company does not convene an annual general meeting, financial statements must be made available to every member of the company within 12 months of the end of the year in which the annual

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general meeting was not held and any member may require the company to convene a general meeting to be held within 6 months of the failure to make available financial statements for the purpose of the laying before the company of such financial statements.

A company listed on an appointed stock exchange (such as the NYSE) may send to its members summarized financial statements derived from the Financial Statements for the relevant period instead of the Financial Statements. The summarized financial statements must include a summarized report of the Financial Statements and be accompanied by the auditor’s report. The summarized financial statements must be sent to members not less than 21 days before the general meeting at which the Financial Statements are to be tabled, and a copy of the summarized financial statements must be made available for inspection by the public at the company’s registered office. The company must also make a copy of the full Financial Statements available for inspection by the public at the company’s registered office. Summarized financial statements must be accompanied by a notice informing members how they may elect to receive the company’s Financial Statements.

Loans to Directors

Bermuda law prohibits a company from (i) making loans to any of its directors (or any directors of its holding company) or to their spouse or children or to companies (other than a company which is a holding company or a subsidiary of the company making the loan) in which a director, his spouse or children own or control directly or indirectly more than a twenty percent (20%) interest, or (ii) entering into any guarantee or providing any security in connection with a loan made to such persons as aforesaid by any other person, without the consent of any member or members holding in aggregate not less than nine-tenths of the total voting rights of all members having the right to vote at any meeting of the members of the company. These prohibitions do not apply to anything done to provide a director with funds to meet the expenditure incurred or to be incurred by him for the purposes of the company or for the purpose of enabling him properly to perform his duties as an officer of the company, provided that the company gives its prior approval at a general meeting or, if not, the loan, guarantee or security is made or given on condition that it will be repaid or discharged, as the case may be, within six months from the conclusion of the next following annual general meeting if the loan, guarantee or security is not approved at or before such meeting. If the approval of the company is not given for the loan, guarantee or security as aforesaid, the directors who authorized it will be jointly and severally liable to indemnify the company for any loss arising therefrom. Where the company has waived the requirement to hold an annual general meeting in accordance with the Companies Act and a loan is made to a director, the Board must convene a members’ meeting within the prescribed period to disclose the loan and obtain consent.

Taxation

Under present Bermuda law, no Bermuda withholding tax on dividends or other distributions, or any Bermuda tax computed on profits or income or on any capital asset, gain or appreciation will be payable by an exempted company or its operations, and there is no Bermuda tax in the nature of estate duty or inheritance tax applicable to shares, debentures or other obligations of the company held by non-residents of Bermuda. Furthermore, a company may apply to the Minister of Finance of Bermuda for an assurance, under the Exempted Undertakings Tax Protection Act 1966 of Bermuda, that no such taxes shall be so applicable to it or any of its operations until 31 March 2035, although this assurance will not prevent the imposition of any Bermuda tax payable in relation to any land in Bermuda leased or let to the company or to persons ordinarily resident in Bermuda.

Stamp Duty

An exempted company is exempt from all stamp duties except on transactions involving “Bermuda property”. This term relates, essentially, to real and personal property physically situated in Bermuda, including shares in local companies (as opposed to exempted companies). Transfers of shares and warrants in all exempted companies are exempt from Bermuda stamp duty.

Winding Up

A company may be wound up by the Bermuda court on application presented by the company itself, its creditors (including contingent or prospective creditors) or its contributories. The Bermuda court has

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authority to order winding up in a number of specified circumstances including where it is, in the opinion of the Bermuda court, just and equitable to do so.

A company may be wound up voluntarily when the members so resolve in general meeting, or, in the case of a limited duration company, when the period fixed for the duration of the company by its memorandum expires, or the event occurs on the occurrence of which the memorandum provides that the company is to be dissolved. In the case of a voluntary winding up, the company shall, from the commencement of the winding up, cease to carry on its business, except so far as may be required for the beneficial winding up thereof.

Where, on a voluntary winding up, a majority of directors make a statutory declaration of solvency, the winding up will be deemed a “members’ voluntary winding up”. In any case where such declaration has not been made, the winding up will be deemed a “creditors’ voluntary winding up”.

In the case of a members’ voluntary winding up of a company, the company in general meeting must appoint one or more liquidators within the period prescribed by the Companies Act for the purpose of winding up the affairs of the company and distributing its assets. If the liquidator is at any time of the opinion that the company will not be able to pay its debts in full in the period stated in the directors’ declaration of solvency, he is obliged to summon a meeting of creditors and lay before the meeting a statement of the assets and liabilities of the company.

As soon as the affairs of the company are fully wound up via a members’ voluntary winding up, the liquidator must make up an account of the winding up, showing how the winding up has been conducted and the property of the company has been disposed of, and thereupon call a general meeting of the company for the purposes of laying before it the account, and giving any explanation thereof. This final general meeting shall be called by advertisement in an appointed newspaper, published at least one month before the meeting. Within one week after the meeting the liquidator shall notify the Registrar of Companies in Bermuda that the company has been dissolved and the Registrar shall record that fact in accordance with the Companies Act.

In the case of a creditors’ voluntary winding up of a company, the company must call a meeting of the creditors of the company to be summoned for the day, or the next day following the day, on which the meeting of the members at which the resolution for voluntary winding up is to be proposed is held. Notice of such meeting of creditors must be sent at the same time as notice is sent to members. In addition, the company must cause a notice to appear in an appointed newspaper on at least two occasions.

The creditors and the members at their respective meetings may nominate a person to be liquidator for the purposes of winding up the affairs of the company and distributing the assets of the company, provided that if the creditors and the members nominate different persons, the person nominated by the creditors shall be the liquidator. If no person is nominated by the creditors, the person (if any) nominated by the members shall be liquidator. The creditors at the creditors’ meeting may also appoint a committee of inspection consisting of not more than five persons.

If a creditors’ voluntary winding up continues for more than one year, the liquidator is required to summon a general meeting of the company and a meeting of the creditors at the end of each year and must lay before such meetings an account of his or her acts and dealings and of the conduct of the winding up during the preceding year.

As soon as the affairs of the company are fully wound up via a creditors’ voluntary winding up, the liquidator must make up an account of the winding up, showing how the winding up has been conducted and the property of the company has been disposed of, and thereupon call a general meeting of the company and a meeting of the creditors for the purposes of laying the account before the meetings, and giving any explanation thereof. Each such meeting shall be called by advertisement in an appointed newspaper, published at least one month before the meeting. Within one week after the date of the meetings, or if the meetings are not held on the same date, after the date of the later meeting, the liquidator is required to send to the Registrar of Companies in Bermuda a copy of the account and make a return to him or her in accordance with the Companies Act. The company will be deemed to be dissolved on the expiration of three months from the registration by the Registrar of Companies in Bermuda of the account and the return. However, a Bermuda court may, on the application of the liquidator or of some other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit.

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DESCRIPTION OF NOTES

The following is a description of the $550,000,000 in aggregate principal amount of Senior Secured First Lien Notes due 2028 (the “Notes”) issued under an indenture, dated as of April 30, 2021 (as amended and supplemented from time to time, the “Indenture”) by and among Valaris Limited, certain subsidiary guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”) and first lien collateral agent. For purposes of this description, references to the “Company,” “we,” “our” and “us” refer only to Valaris Limited and not to any of its subsidiaries. Capitalized terms used and not defined in this description, including under “— Certain Definitions” below, have the meaning given them in the Indenture.

The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), and we are required to comply with the provisions of the TIA.

The following description is only a summary of certain provisions of the Indenture. We urge you to read the Indenture because it, not this description, defines the rights of Holders. You may request copies of the Indenture as described under the heading “Where You Can Find More Information.”

Brief Description of the Notes and the Guarantees

The Notes:

•

are senior secured obligations of the Company;

•

rank equally in right of payment with any existing and future senior Indebtedness of the Company;

•

are effectively senior to the Company’s existing and future Indebtedness (i) that is not secured by a Lien on the Collateral securing the Notes, or (ii) that is secured by a Lien on the Collateral securing the Notes ranking junior to the Liens securing the Notes;

•

are effectively junior to the Company’s existing and future secured Indebtedness (i) that is secured by a Lien on the Collateral that is senior or prior to the Lien securing the Notes, or (ii) that is secured by Liens on assets that are not part of the Collateral, to the extent of the value of such assets;

•

rank equally with the Company’s existing and future First Lien Debt;

•

rank senior in right of payment to any existing and future subordinated indebtedness of the Company;

•

are structurally subordinated to all existing and future indebtedness and other liabilities of any non-Guarantors, including trade payables (other than Indebtedness and liabilities owed to the Company or the Guarantors); and

•

are guaranteed on a senior secured basis by each Guarantor.

Each Guarantee:

•

is a senior secured obligation of such Guarantor;

•

ranks equally in right of payment with any existing and future senior Indebtedness of such Guarantor;

•

is effectively senior to such Guarantor’s existing and future Indebtedness (i) that is not secured by a Lien on the Collateral securing the Notes, or (ii) that is secured by a Lien on the Collateral securing the Notes ranking junior to the Liens securing the Notes;

•

is effectively junior to such Guarantor’s existing and future secured Indebtedness (i) that is secured by a Lien on the Collateral that is senior or prior to the Lien securing the Notes, or (ii) that is secured by Liens on assets that are not part of the Collateral, to the extent of the value of such assets;

•

ranks equally with such Guarantor’s existing and future First Lien Debt;

•

ranks senior in right of payment to any existing and future subordinated indebtedness of such Guarantor; and

•

is structurally subordinated to all existing and future indebtedness and other liabilities of any non-Guarantors, including trade payables (other than Indebtedness and liabilities owed to such Guarantor).

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Principal, Maturity and Interest

The Notes will mature on April 30, 2028 and bear interest, at our option for each interest payment date, at the per annum rates of (i) 8.25% payable in cash, (ii) 10.25%, with 5.125% per annum of such interest to be payable in cash and 5.125% per annum of such interest to be payable by issuing additional notes (“PIK Notes”), or (iii) 12%, with the entirety of such interest to be payable by issuing PIK Notes. In the event that the Company determines to pay PIK Interest for any interest period, then the Company will deliver a notice to the Trustee no later than thirty days prior to the beginning of the relevant interest period, which notice will state the total amount of interest to be paid on the Interest Payment Date in respect of such interest period and the amount of such interest to be paid as PIK Interest. Interest on the Notes will be paid semi-annually, in arrears, on May 1 and November 1 to the Holders of record at the close of business on the April 15 and October 15 immediately preceding the applicable interest payment date. If any date for payment on the Notes falls on a day that is not a Business Day, such payment may be made on the next succeeding Business Day with the same force and effect as if made on the due date, and no additional interest will accrue solely as a result of such delayed payment. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. In certain circumstances specified in the Indenture, the Company may be required to pay Additional Amounts with respect to the Notes.

At all times, PIK Interest on the Notes will be payable: (i) with respect to Notes represented by one or more global notes registered in the name of, or held by, DTC (or any successor depositary) or its nominee on the relevant record date, by increasing the principal amount of the outstanding global notes, effective as of the applicable interest payment date, by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar) (“PIK Payment”) at the request of the Company to authenticate or increase the global note and (ii) with respect to definitive notes, if any, by issuing PIK Notes in certificated form, dated as of the applicable interest payment date, in an aggregate principal amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar), and the Trustee will, at the request of the Company, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of holders.

The Notes were initially limited to $550,000,000 in aggregate principal amount. We may, from time to time, without seeking the consent of the holders of the Notes, issue PIK Notes, and they will have the same ranking, interest rate, maturity and other terms as the Notes. Any PIK Notes together with the Notes will constitute a single series of debt securities under the Indenture.

The Company may issue not more than $150 million aggregate principal amount of additional Notes (the “Additional Notes”) from time to time under the Indenture. The Indenture provides for the issuance of Additional Notes having identical terms and conditions to the Notes offered hereby, subject to compliance with the covenants contained in the Indenture. Additional Notes will be part of the same issue as the Notes offered hereby under the Indenture for all purposes, including waivers, amendments, redemptions and offers to purchase.

The Notes were issued, and it is anticipated that any PIK Notes and Additional Notes will be issued, in book-entry form and represented by one or more global notes deposited with, or on behalf of, The Depository Trust Company, as Depositary (the “Depositary” or “DTC”), and registered in the name of Cede & Co., its nominee. This means that you will not be entitled to receive a certificate for the Notes that you own or purchase except under certain limited circumstances.

Guarantees

The Indenture provides that each Guarantor absolutely and unconditionally guarantees, jointly and severally, on a senior basis the obligations of the Company under the Notes and the Indenture. The Guarantees are subject to the limitations set forth in the Indenture.

The Guarantee of a Guarantor will be automatically and unconditionally released:

(1)

in connection with any sale, transfer or other disposition (including by merger, consolidation, amalgamation, distribution, dividend or otherwise) of all or substantially all of the assets of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the

36

Company or a Restricted Subsidiary, if the sale or other disposition is conducted in accordance with the provisions described under “— Certain Covenants — Limitation on Asset Sales” and “— Merger, Consolidation, or Sale of Assets — Guarantors,” as applicable;

(2)

in connection with any sale, transfer or other disposition (including by merger, consolidation, amalgamation, distribution, dividend or otherwise) of all of the Capital Stock of such Guarantor, following which such Guarantor is no longer a Restricted Subsidiary of the Company, if the sale or other disposition is conducted in accordance with the provisions described under “— Certain Covenants — Limitation on Asset Sales” and “— Merger, Consolidation, or Sale of Assets — Guarantors,” as applicable;

(3)

upon Legal Defeasance, Covenant Defeasance or Discharge in accordance with the provisions described under “— Defeasance” or all amounts due and payable by the Company under the Indenture or the Notes shall have been paid in full;

(4)

unless an Event of Default has occurred and is continuing, upon the dissolution or liquidation of such Guarantor in compliance with the provisions described under “— Certain Covenants — Merger, Consolidation, or Sale of Assets — Guarantors”; or

(5)

if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with the Indenture.

Optional Redemption

At any time prior to April 30, 2023, the Company may, at its option, redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture, at one time or from time to time, at a redemption price equal to 104.00% of the principal amount thereof, plus accrued and unpaid cash interest, together with an amount of cash equal to all accrued and unpaid PIK Interest on the Notes, and Additional Amounts, if any, to, but not including, the applicable redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), in an amount not greater than the net cash proceeds received by the Company from one or more Equity Offerings; provided that:

(1)

at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture (excluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2)

the redemption occurs within 120 days after the date of the closing of such Equity Offering.

At any time prior to April 30, 2023, the Company may, at its option, redeem the Notes, in whole or in part, at one time or from time to time, upon at least 30 days (but not more than 60 days) prior written notice to Holders, at a redemption price equal to 104.00% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid cash interest, together with an amount of cash equal to all accrued and unpaid PIK Interest, and Additional Amounts, if any, to, but not including, the applicable redemption date, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. The Company shall calculate, or cause the calculation of, the Applicable Premium and the Trustee shall have no duty to calculate or verify the Company’s calculations thereof.

On or after April 30, 2023, the Company may, at its option, redeem the Notes, in whole or in part, at one time or from time to time, upon at least 30 days (but not more than 60 days) prior written notice to Holders, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid cash interest, together with an amount of cash equal to all accrued and unpaid PIK Interest, and Additional Amounts, if any, on the Notes redeemed, to, but not including, the applicable redemption date, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on April 30 of the years indicated below:

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Year	Percentage
2023	​	104.00%
2024	​	103.00%
2025	​	102.00%
2026 and thereafter	​	100.00%

The Company may redeem the Notes, at its option, at any time in whole but not in part, at a redemption price equal to 100% of the outstanding principal amount of Notes, plus accrued and unpaid cash interest, together with an amount of cash equal to all accrued and unpaid PIK Interest (if any) to, but not including, the applicable redemption date, plus all Additional Amounts, if any, then due and which will become due as a result of the redemption or otherwise (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), in the event that the Company determines in good faith that the Company or any Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes or the Guarantees, Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to the Company or the relevant Guarantor, as applicable (including making payment through a Paying Agent located in another jurisdiction but not, for the avoidance of doubt, changing the jurisdiction of incorporation of the Company or the relevant Guarantor ), as a result of:

(1)

a change in or an amendment to the laws or treaties (including any regulations or rulings promulgated thereunder) of any Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the Issue Date (or, if the Specified Tax Jurisdiction was not a Specified Tax Jurisdiction on the Issue Date, the date on which such Specified Tax Jurisdiction became a Specified Tax Jurisdiction); or

(2)

any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the Issue Date (or, if the Specified Tax Jurisdiction was not a Specified Tax Jurisdiction on the Issue Date, the date on which such Specified Tax Jurisdiction became a Specified Tax Jurisdiction);

provided that in the case of Additional Amounts required to be paid as a result of the Company or relevant Guarantor conducting business other than in the place of its incorporation or organization, such amendment or change must be announced or become effective on or after the date in which it begins to conduct business giving rise to the relevant withholding or deduction.

Notwithstanding the foregoing, no such notice of redemption pursuant to the preceding paragraph may be given earlier than 60 days prior to the earliest date on which the Company or the relevant Guarantor, as applicable, would be obligated to pay Additional Amounts if a payment in respect of the Notes or the Guarantees were then due, and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Before the Company mails or delivers notice of redemption of the Notes as described above, the Company shall deliver to the Trustee and Paying Agent (a) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (b) an opinion of independent legal counsel of recognized standing that the Company or any Guarantor has or will become obligated to pay Additional Amounts as a result of the circumstances referred to in clause (1) or (2) of the preceding paragraph.

Notice of redemption will be provided as set forth under “— Selection and Notice” below.

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes to be redeemed on a pro rata basis, unless otherwise required by law or applicable stock exchange or Depository requirements, from the outstanding Notes not previously called for redemption.

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The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. No Notes of $1.00 or less can be redeemed in part. Notes and portions of Notes selected shall be in amounts of $1.00 or whole multiples of $1.00 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed. Provisions of the Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Notices of redemption or repurchase will be mailed by first class mail or otherwise given in accordance with the procedures of the Depository at least 30 days but not more than 60 days before a redemption date (except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a Legal Defeasance, Covenant Defeasance or Discharge). Notices of redemption may be subject to one or more conditions specified in the notice of redemption.

Mandatory Redemption; Open Market Purchases

The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes or to repurchase the Notes at the option of the Holders. However, under certain circumstances, the Company may be required to offer to purchase Notes as described under “— Optional Redemption,” “— Change of Control” and “— Certain Covenants — Limitation on Asset Sales.”

The Company and its affiliates may at any time and from time to time purchase Notes in the open market or otherwise, at market or negotiated prices, so long as such acquisition does not otherwise violate the terms of the Indenture.

Collateral

Description of Collateral.   The Notes and the notes guarantees are secured by the following, (collectively the “Collateral”):

(i)

subject to any Permitted Prior Lien, a first-priority perfected Lien on the Equity Interests of each Restricted Subsidiary, the Unrestricted Floater Subsidiary and each other Unrestricted Subsidiary directly owned by the Company or any Guarantor;

(ii)

subject to any Permitted Prior Liens, a first-priority perfected Lien on substantially all other assets of the Company and each Guarantor, including (A) all Vessels owned by the Company or any Guarantor (other than any Excluded Vessel) (all such Vessels, the “Collateral Vessels”), (B) all accounts receivable, general intangibles, equipment, spare parts, Drilling Contracts and Internal Charters, and (C) all deposit accounts, securities accounts and commodity accounts located in any Subject Jurisdiction (other than Excluded Accounts), which accounts shall be required to be subject to account control agreements (or other similar arrangements) to the extent provided in the Agreed Security Principles; provided that notwithstanding anything to the contrary in the Indenture or in any other Note Document, the Collateral shall not include any Excluded Property; and

(iii)

The Company and the Guarantors will be able to incur additional First Lien Debt in the future that could equally and ratably share in the Collateral with the Notes and the notes guarantees. The amount of such Indebtedness is limited by the covenants described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” and “— Certain Covenants — Limitation on Liens.”

After-Acquired Property

At all times from and after April 30, 2021, but subject to the time periods set forth in this paragraph with respect to any Jackup Rigs acquired after April 30, 2021, all Jackup Rigs owned by the Company and its Subsidiaries (other than any Excluded Vessels) shall be subject to Vessel Mortgages, and as of April 30, 2021, and as of each date that is sixty dates after the date of delivery of the Company’s most recent annual consolidated balance sheet in accordance with the provisions described under “— Certain Covenants — Reports” during each year after April 30, 2021, subject to the provisions described under “— Certain Covenants — Floater Restructuring Transaction,” Other Vessels having an aggregate value, as

39

reflected on the most recent annual consolidated balance sheet of the Company, of at least 70% of the aggregate value of all Other Vessels (excluding any Excluded Vessel described in clause (3) or (9) of the definition thereof) owned by the Company and its Subsidiaries on April 30, 2021 shall be subject to Vessel Mortgages.

After April 30, 2021, the Company shall cause each Guarantor to make all filings in each Subject Jurisdiction (including, without limitation, filings of continuation statements and amendments to Uniform Commercial Code financing statements in the United States (or the applicable political subdivision, territory or possession thereof) that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements), and take all other actions as are reasonably necessary or required by the Collateral Documents to maintain (at the sole cost and expense of the Company and the Guarantors) the security interest created by the Collateral Documents in the Collateral as a first-priority perfected Lien; provided that, other than with respect to such filings (i) in the Principal Jurisdictions that are solely within the control of the Company or any Guarantor, and do not require the approval or countersignature of any other Person, including the First Lien Collateral Agent (except to the extent that the First Lien Collateral Agent has granted such approval or countersignature) and (ii) listed on Annex B-1, the Company shall be deemed to satisfy the requirements of this paragraph if the Company shall use its commercially reasonable efforts to make such filings and take all other actions as are reasonably necessary or required by the Collateral Documents to maintain (at the sole cost and expense of the Company and the Guarantors) the security interest created by the Collateral Documents in the Collateral as a first-priority perfected Lien, in each case within the time periods set forth in this covenant and the Collateral Documents. “Principal Jurisdictions” means the United States, the United Kingdom and, if different, the jurisdiction of formation or organization of the Company.

Notwithstanding anything else in the Indenture or in any other Note Documents to the contrary, in determining whether any Guarantee shall be given or any Lien or security interest shall be created or perfected, the obligations of the Company and any Subsidiary shall be subject to the Agreed Security Principles, including the following:

(i)
(1)   
Certain Collateral Documents and perfection steps listed on an annex to the Indenture were to be entered into or completed, as applicable, prior to or on and substantially contemporaneously with the occurrence of the Issue Date.

(2)

Certain Collateral Documents and perfection steps listed on an annex to the Indenture shall be entered into or completed, as applicable, within sixty (60) days of the Issue Date.

(3)

With respect to any Collateral existing on the Issue Date and not subject to such initial Collateral Documents and perfection steps listed on such annexes to the Indenture, the Company and the Guarantors shall, within sixty (60) days of the Issue Date, use commercially reasonable efforts to deliver Collateral Documents, and take any required perfection steps, with respect to such Collateral in accordance with this covenant; provided that if it is reasonably expected that such Collateral may be delivered or any such required perfection steps may be taken within a longer period of time, continue to use commercially reasonable efforts to do so, until such time as it is no longer reasonable to expect that such Collateral may be delivered or such perfection steps could be taken using commercially reasonable efforts.

(ii)

In accordance with the provisions as described under “— Certain Covenants — Further Assurances” and this covenant, if:

(1)

any asset of the type which is required to constitute Collateral pursuant to the Indenture or the Collateral Documents is acquired by the Company or any Guarantor, or any such asset no longer constitutes Excluded Property, and such asset is not automatically subject to a first-priority perfected Lien in favor of the First Lien Collateral Agent (excluding Vessels, which are covered by the immediately following paragraph); or

(2)

a Subsidiary of the Company that is not already a Guarantor is required to become a Guarantor pursuant to the provisions described under “— Certain Covenants — Further Assurances,” then the Company, such Guarantor or such Subsidiary, as the case may be, shall use its commercially reasonable efforts to, within the applicable time period set forth in the

40

immediately following paragraph for Vessels, or otherwise, within sixty (60) days of (I) the date of acquisition of any such Collateral, or (II) the date on which a Subsidiary becomes a Guarantor pursuant to the provisions described under “— Certain Covenants — Further Assurances,” as applicable, execute and deliver the necessary Collateral Documents in order to grant to the First Lien Collateral Agent a first-priority perfected Lien in all assets of such Guarantor or such other Subsidiary that are required to, but do not already, constitute Collateral. In each case described above, each Guarantor shall execute and deliver such other Collateral Documents, deliver any certificates (including in the case of real property (other than any Excluded Property), title insurance) to the First Lien Collateral Agent in respect of the applicable Collateral as required by the Indenture and the applicable Collateral Documents and take all other appropriate actions to ensure the First Lien Collateral Agent, for the benefit of the Holders and holders of other First Lien Obligations, has a first-priority perfected Lien therein in accordance with this covenant.

Notwithstanding the foregoing, upon delivery of any Vessel under construction to the Company or any Guarantor as owner thereof after the Issue Date (to the extent such Vessel is not an Excluded Vessel), the acquisition by the Company or any Guarantor of any Vessel after the Issue Date (to the extent such Vessel is not an Excluded Vessel or already subject to a Vessel Mortgage), the Company shall within thirty (30) days for Vessels registered in Liberia and within ninety (90) days for all other Vessels of such delivery, acquisition (provided that such initial thirty (30) day period or ninety (90) day period, as applicable, referred to above with respect to any such Vessel shall be automatically extended by an additional thirty (30) days at the expiration thereof if the Company is diligently pursuing the applicable steps required by this clause (3)), use its commercially reasonable efforts to execute and deliver, or cause such Guarantor to execute and deliver, and cause to be filed for recording (or make arrangements for recording thereof) in the appropriate vessel or ship registry, a Vessel Mortgage or, if applicable, an assignment and assumption of an existing Vessel Mortgage as shall be necessary or appropriate to grant to the First Lien Collateral Agent a Lien over such Vessel owned by the Company or any of its Guarantors, as applicable.

Collateral Documents.   The Company and certain of its Subsidiaries from time to time party thereto as Grantors (collectively, the “Grantors”) and the First Lien Collateral Agent entered into certain Collateral Documents defining the terms of the security interests that secure the Notes and the notes guarantees. These security interests will secure the payment and performance when due of all of the Obligations of the Company and the Guarantors under the Notes, the Indenture, the notes guarantees and the Collateral Documents, as provided in the Collateral Documents. By accepting a Note, each holder thereof will be deemed to have appointed the First Lien Collateral Agent to act as its agent under the Collateral Documents and irrevocably authorized the First Lien Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Collateral Documents, together with any other incidental rights, power and discretions and (ii) execute and deliver the Collateral Documents on its behalf. The holders of the Notes are not parties to the Collateral Documents. The holders of the Notes may act by instruction to the trustee, which shall instruct the First Lien Collateral Agent.

Under the indenture, if any Event of Default occurs and is continuing, the trustee, by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written notice to the Company and the trustee, may declare all the Notes to be due and payable immediately. Acceleration shall be automatic if Events of Default triggered by voluntary or involuntary bankruptcy occur. The holders of a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or the First Lien Collateral Agent or exercising any trust or power conferred on the Trustee or the First Lien Collateral Agent, including arising under or in connection with the indenture, the Collateral Documents or applicable law. To the extent the indenture conflicts with any provision in either the Intercreditor Agreement or the Collateral Agency Agreement, the terms of the Intercreditor Agreement or the Collateral Agency Agreement, as applicable, shall control.

Below is a description of certain provisions of the Collateral Documents. So long as no Notified First Lien Debt Default shall have occurred and be continuing and the First Lien Collateral Agent shall not have delivered a notice to the Grantors indicating that such rights shall vest in the First Lien Collateral Agent, (x) each Grantor will be exclusively entitled to exercise any voting and other consensual rights and powers

41

pertaining to all Capital Stock and notes pledged pursuant to the Collateral Documents for any purpose not inconsistent with the terms or purposes of the Collateral Documents; provided, however, that no Grantor shall in any event exercise such rights in any manner that could materially impair the Collateral or that could reasonably be expected to materially and adversely affect the rights or remedies of the First Lien Collateral Agent as secured party hereunder (it being understood and agreed that this proviso shall not restrict any transaction or action not prohibited by the First Lien Debt Documents (including Permitted Liens and Dispositions not prohibited by the First Lien Debt Documents)); and (y) each Grantor shall be entitled to receive and retain any and all dividends, distributions and other payments of any kind paid in respect of any such Capital Stock or notes, in any such case, only if and to the extent that the payment thereof is not otherwise prohibited by the terms of the First Lien Debt Documents. The Collateral Documents, however, generally require the Company and Guarantors, subject to the Agreed Security Principles, to deliver to the First Lien Collateral Agent, and for the First Lien Collateral Agent to maintain in its possession, certificates evidencing pledges of Capital Stock to the extent such Capital Stock are certificated and to subject (i) all deposit accounts, securities accounts and commodities accounts established by the Company or any Guarantor in the United States, the United Kingdom or the jurisdiction of formation or organization of the Company, and (ii) certain other deposit accounts, securities accounts and commodities accounts established by the Company or any Guarantor outside of the United States, the United Kingdom or the jurisdiction of formation or organization of the Company, if amounts in such accounts exceed certain thresholds for a certain period of time, in each case, to a control agreement in favor of the First Lien Collateral Agent. Subject to the intercreditor provisions described below and the terms and conditions set forth in the Collateral Agency Agreement, upon the occurrence and during the continuance of a Notified First Lien Debt Default, to the extent permitted by law and subject to the provisions of the Intercreditor Agreement (if applicable) and the Collateral Documents:

•

all of the rights of the Company and Grantors to exercise voting or other consensual rights with respect to all Capital Stock included in the Collateral shall cease, and all such rights shall become vested in the First Lien Collateral Agent, which, to the extent permitted by law, shall have the sole right to exercise such voting and other consensual rights; and

•

all rights of the Company and each Grantor to receive dividends, distributions and other payments of any kind in respect of any such Capital Stock or notes that it would otherwise be authorized to receive and retain without further action shall cease and all such rights shall thereupon become vested in the First Lien Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions and other payments of any kind until the applicable First Lien Debt Default is no longer continuing;

•

all distributions, dividends, and other payments of any kind in respect of any such Capital Stock or notes that are received by the Company or any Grantor contrary to the provisions of the following clause shall be received in trust for the benefit of the First Lien Collateral Agent, shall be segregated from the other funds of such entity and shall immediately be paid over to the First Lien Collateral Agent as Collateral in the same form as so received (with any necessary or reasonably requested endorsement); and

•

the First Lien Collateral Agent may take possession of and sell the Collateral or any part thereof in accordance with the terms of applicable law and the Collateral Documents.

First Lien Arrangements.   On April 30, 2021, the First Lien Collateral Agent, the trustee, the Company and the Grantors party thereto entered into that certain Collateral Agency Agreement. The rights of the holders of the notes and the First Lien Collateral Agent with respect to the Collateral securing the notes and the notes guarantees could be materially limited pursuant to the terms of the Collateral Agency Agreement. Capitalized terms used in this section and not otherwise defined have the meanings assigned to such terms in the Collateral Agency Agreement. If the Company or any subsidiary guarantor incurs any additional First Lien Obligations that are permitted to be secured by the Collateral on a pari passu basis with the notes, the secured parties in connection with such First Lien Obligations will enter into a Collateral Agency Joinder substantially in the form attached as an exhibit to the Collateral Agency Agreement. Under the Collateral Agency Agreement, the holders of the notes will be represented by the trustee and the holders of each other class of First Lien Obligations will be represented by their designated agent. The Collateral Agency Agreement provides for the priorities and other relative rights among the holders of the notes and the

42

holders of the other First Lien Obligations, including, among other things, that all of the First Lien Obligations will be secured equally and ratably by the First Liens established in favor of the First Lien Collateral Agent (and/or the security trustee) for the benefit of the First Lien Secured Parties, notwithstanding the time of incurrence of any First Lien Obligations or time or method of creation or perfection of any First Liens securing such First Lien Obligations.

Release of Liens on Collateral.   The First Liens on the Collateral will automatically be released:

•

in whole, upon (A) legal defeasance, covenant defeasance, discharge or payment in full in cash and discharge of all outstanding First Lien Debt and all other First Lien Obligations that are outstanding due and payable at the time all of the First Lien Debt is paid in full in cash and discharged (other than contingent indemnity obligations for which no claim has been made), (B) termination or expiration of all commitments to extend credit under all First Lien Documents and (C) the cancellation or termination or cash collateralization (at the lower of (1) 100% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable First Lien Documents) of all outstanding letters of credit issued pursuant to any First Lien Documents;

•

as to any Collateral of a Grantor that is (x) released from its guarantee under each First Lien Document and (y) is not obligated (as primary obligor or guarantor) with respect to any other First Lien Obligations and so long as the respective release does not violate the terms of any First Lien Document which then remains in effect;

•

as to a release of less than all or substantially all of the Collateral, if consent to the release of all First Liens on such Collateral has been given by, or the First Lien Collateral Agent receives written direction by or with the consent of the holders of First Lien Debt representing a majority in aggregate principal amount of all First Lien Debt then outstanding (any such written direction, an “Act of First Lien Debtholders”) to release such Collateral;

•

in whole or in part, if the Liens on such Collateral have been or are permitted to be released in accordance with the terms of each First Lien Debt Document or if such Collateral is Disposed of in accordance with the terms of each Series of First Lien Debt (“Series of First Lien Debt” means, severally, the Notes and each other issue or series of First Lien Debt for which a single transfer register is maintained);

•

as to a release or subordination of all or substantially all of the Collateral, if (A) consent to the release or subordination of that Collateral has been given by the requisite percentage or number of holders of each Series of First Lien Debt at the time outstanding as provided for in the applicable First Lien Documents, and (B) the Company has delivered an officers’ certificate to the First Lien Collateral Agent certifying that all such necessary consents have been obtained; or

•

if and to the extent, and in the manner, required by the Intercreditor Agreement, as described in “— Collateral — First Lien-Second Lien Intercreditor Arrangements — Release of Liens; Automatic Release of First Liens.”

Except as described in the preceding paragraph, the First Lien Collateral Agent will not release or subordinate any First Lien of the First Lien Collateral Agent or consent to the release or subordination of any First Lien of the First Lien Collateral Agent, except:

•

as directed by an Act of First Lien Debtholders;

•

as required by certain provisions of the Collateral Agency Agreement;

•

to release or subordinate Liens on Collateral to the extent permitted by each applicable First Lien Document; provided that the First Lien Collateral Agent receives an officers’ certificate and an opinion of counsel stating that the release or subordination was permitted by each applicable First Lien Document and otherwise stating under which circumstance of the applicable First Lien Documents the Collateral is being released or the Lien on the Collateral is being subordinated, as applicable; or

•

as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction.

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Enforcement of Liens.   If the First Lien Collateral Agent (and/or the security trustee) at any time receives written notice from a First Lien Representative stating that a First Lien Debt Default has occurred (any such First Lien Debt Default that has occurred and is continuing in respect of which, if required under any First Lien Debt Document, the First Lien Collateral Agent has served a notice on the Company, a “Notified First Lien Debt Default”), the First Lien Collateral Agent will promptly deliver written notice thereof to each other First Lien Representative. Thereafter, the First Lien Collateral Agent shall await direction by an Act of First Lien Debtholders and will act, or decline to act, as directed by an Act of First Lien Debtholders, in the exercise and enforcement of the First Lien Collateral Agent’s (and/or the security trustee’s) interests, rights, powers and remedies in respect of the Collateral or under the First Lien Security Documents or applicable law and, following the initiation of such exercise of remedies, the First Lien Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of First Lien Debtholders. Unless it has been directed to the contrary by an Act of First Lien Debtholders, the First Lien Collateral Agent (and/or the security trustee) in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any First Lien Document as it may deem advisable and in the interest of the holders of First Lien Obligations, subject to the Intercreditor Agreement.

Application of Proceeds.   Subject to the terms of the Intercreditor Agreement, the First Lien Collateral Agent will apply the proceeds of any foreclosure, collection, sale or other realization upon, or any other Enforcement Action with respect to, any Collateral and the proceeds thereof, any condemnation proceeds with respect to the Collateral, and any other amounts required to be delivered to the First Lien Collateral Agent by any First Lien Secured Party or First Lien Representative pursuant to the Collateral Agency Agreement, in the following order of application:

FIRST, to the payment of all amounts payable under the Collateral Agency Agreement on account of the First Lien Collateral Agent’s and any First Lien Representative’s fees and expenses and any reasonable and documented out-of-pocket legal fees, costs and expenses or other liabilities of any kind actually incurred by the First Lien Collateral Agent and/or any First Lien Representatives in connection with any First Lien Document, including but not limited to amounts necessary to provide for the expenses of the First Lien Collateral Agent in maintaining and disposing of the Collateral (including, but not limited to, indemnification obligations and reimbursements);

SECOND, to the repayment of Indebtedness and other obligations in respect thereof to the extent that such other Indebtedness or obligation is to be discharged (in whole or in part) in connection with such sale;

THIRD, equally and ratably to the respective First Lien Representatives for application to the payment of all outstanding First Lien Debt and any other First Lien Obligations that are then due and payable in such order as may be provided in the applicable First Lien Documents in an amount sufficient to pay in full in cash all outstanding First Lien Debt and all other First Lien Obligations that are then due and payable (including, to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the applicable First Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding but excluding contingent indemnity obligations for which no claim has been made), and including the discharge or cash collateralization (at the lower of (1) 100% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable First Lien Document) of all other outstanding letters of credit and bankers’ acceptances or the backstop thereof pursuant to arrangements reasonably satisfactory to the relevant issuing bank, if any, constituting First Lien Debt; and

FOURTH, subject to the Intercreditor Agreement, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to the Company or the applicable Grantor, as the case may be, its successors or assigns, or to such other Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may direct.

If any portion of the proceeds of the Collateral is in the form of cash, then such cash shall be applied pursuant to the priorities set forth above before any non-cash proceeds are applied pursuant to such priorities; provided that, irrespective of the terms of any plan of reorganization or liquidation (including the confirmation of such plan of reorganization or liquidation pursuant to section 1129(b) of the Bankruptcy

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Code or the equivalent provision of any other Bankruptcy Laws), each of the First Lien Representatives agrees to turn over to the First Lien Collateral Agent amounts otherwise received or receivable by them under such plan of reorganization or liquidation to the extent necessary to effectuate the intent of the foregoing.

Further Assurances.   The Collateral Agency Agreement provides that, subject to the Agreed Security Principles, the Company and each of the other Grantors will do or cause to be done all acts and things that may be reasonably required or that the First Lien Collateral Agent pursuant to an instruction in an Act of First Lien Debtholders may from time to time reasonably request, to assure and confirm that the First Lien Collateral Agent holds, for the benefit of the First Lien Secured Parties, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets constituting Collateral that are acquired or otherwise become, or are required by any First Lien Document to become, Collateral after the date hereof), in each case, as contemplated by, and with the Lien priority required under, the First Lien Documents.

Release of Liens under the Indenture.   The Liens on the Collateral will be released with respect to the notes and the notes guarantees:

•

in whole, upon the full and final payment and performance of all Notes Obligations;

•

in whole, upon satisfaction and discharge of the indenture as described under “— Discharge and Defeasance”;

•

in whole, upon a legal defeasance or covenant defeasance as described under “— Discharge and Defeasance”;

•

in whole, or in part, with the consent of the requisite noteholders in accordance with the Indenture;

•

in part, as to any property or asset constituting Collateral that is sold or otherwise disposed of to (i) a Person that is not (either before or after giving effect to such transaction) the Company or a Guarantor in a transaction that is not prohibited by the Indenture, subject to compliance with the provisions described in “— Certain Covenants — Asset Sales,” and, in each case, the Company has delivered to the First Lien Collateral Agent and the Trustee an Officers’ Certificate certifying to such effect, and if such Collateral has a Fair Market Value in excess of $50 million, an Opinion of Counsel (with customary assumptions and qualifications for such types of opinion); provided that (A) pending its application or use in compliance with the provisions described in “— Certain Covenants — Asset Sales,” any cash received from a disposition of Collateral shall be deposited in a deposit account controlled by the First Lien Collateral Agent and held as Collateral and, from such deposit account, the applicable Grantor may withdraw funds to deploy the proceeds of an Asset Sale in compliance with the provisions described in “— Certain Covenants — Asset Sales,” and (B) to the extent that any Collateral is sold or otherwise disposed of for non-cash consideration in accordance with the provisions described in “— Certain Covenants — Asset Sales,” the non-cash consideration received shall be pledged as Collateral under the Collateral Documents in accordance with the requirements of the Indenture and the Collateral Documents; and (ii) a Person that is (either before or after giving effect to such transaction) the Company or a Guarantor in a transaction that is not prohibited by the Indenture, but only with respect to any Lien created under the laws of the jurisdiction of organization of the applicable transferor; or

•

in part, with respect to the assets of any Guarantor that is released from its Guarantee in accordance with the terms of the Indenture and the other Note Documents;

•

in part, with respect to (I) any Other Vessel (A) if it is not necessary for such Other Vessel to be subject to a Vessel Mortgage in order for the Company to comply with the Vessel Mortgage requirements under the Indenture, (B) if a Floater Restructuring Transaction shall occur and such Other Vessel has been or will be contributed to the Unrestricted Floater Subsidiary in a transaction permitted by the Indenture, and (C) if such Other Vessel becomes or will become an Excluded Vessel pursuant to clauses (3) or (9) of the definition thereof, (II) any Vessel if such Vessel has been or will be contributed to a Joint Venture pursuant to clause (13) of the definition of Permitted Investments, and (III) as to any Vessel, if such Vessel becomes or will become an Excluded Vessel pursuant to clause (5) of the definition thereof; provided that in each case, the Company has delivered to the First Lien Collateral Agent and the Trustee an Officers’ Certificate certifying to such effect

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and, if such Collateral has a Fair Market Value that exceeds $50 million, an Opinion of Counsel (with customary assumptions and qualifications for such types of opinion);

•

as described under “— Amendment, Supplement and Waiver.”

•

in part, with respect to the Equity Interests in any Restricted Subsidiary that are required to be subject to Liens that secure only Indebtedness (including Permitted Refinancing Indebtedness) Incurred in accordance with clause (19)(i) under “— Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”, provided that such Restricted Subsidiary does not hold any other assets or property that is not Excluded Property; and provided further that the Company has delivered to the First Lien Collateral Agent and the Trustee an Officers’ Certificate certifying to such effect and, if such Collateral has a Fair Market Value that exceeds $50 million, an Opinion of Counsel (with customary assumptions and qualifications for such types of opinion).

•

as described in “— Collateral — First Lien Arrangements — Release of Liens on Collateral”;

•

as described in “— Collateral — First Lien-Second Lien Intercreditor Arrangement — Release of Liens; Automatic Release of Junior Liens.”;

Upon compliance with the conditions to the release of all or any portion of the Collateral set forth in the immediately preceding paragraph, the First Lien Collateral Agent shall forthwith take all action reasonably requested by the Company (at the expense of the Company, and accompanied by an Officers’ Certificate and, if required pursuant to the Indenture, an Opinion of Counsel, that the conditions precedent to such release have been satisfied) to release and re-convey to the applicable Grantor the applicable portion of the Collateral, without recourse or warranty of any kind or nature, that is authorized to be released pursuant to the immediately preceding paragraph, and shall deliver such Collateral in its possession to the applicable Grantor,

The Company will cause TIA §313(b), relating to reports, TIA §314(b), relating to evidence of recording of Supplemental Indentures, and TIA §314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Lien of the Collateral Documents, to be complied with. Any certificate or opinion required by TIA §314(d) may be made by an Officer except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or reasonably satisfactory to the trustee. To the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2), the Company shall furnish such opinion not more than 60 but not less than 30 days prior to March 31 of each calendar year.

Notwithstanding anything to the contrary in the preceding paragraph, the Company will not be required to comply with all or any portion of TIA §314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA §314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable to the released Collateral.

The Company will not be required to comply with TIA §314(d) with respect to any of the following:

•

cash payments (including for the scheduled repayment of Indebtedness) in the ordinary course of business or consistent with past practice;

•

sales or other dispositions of inventory in the ordinary course of business or consistent with past practice;

•

collections, sales or other dispositions of accounts receivable in the ordinary course of business or consistent with past practice; and

•

sales or other dispositions in the ordinary course of business or consistent with past practice of any property the use of which is no longer necessary or desirable in, and is not material to, the conduct of the business of the Company and its Subsidiaries;

provided, however, the Company’s right to rely on the above will be conditioned upon the Company’s delivering to the trustee, within 30 calendar days following the end of each year, an officer’s certificate to the effect that all releases during such year in respect of which the Company did not comply with TIA §314(d) in

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reliance on the above were made in the ordinary course of business or consistent with past practice. The Company will otherwise comply with the provisions of TIA §314(d).

First Lien-Second Lien Intercreditor Arrangement.   In connection with their entry into the Indenture, the First Lien Collateral Agent, the trustee, the Company and the Guarantors party thereto agreed to a form of Intercreditor Agreement, which is attached as Annex D to the Indenture, to be entered into if the Company or any Guarantor incurs Junior Lien Debt (the “Intercreditor Agreement”). Capitalized terms used in this section and not otherwise defined have the meanings assigned to such terms in the Intercreditor Agreement.

Relative Priorities.   Upon entry into the Intercreditor Agreement, notwithstanding anything contained therein or in any other agreement, document or instrument or operation of law to the contrary, and irrespective of (i) how a Lien was acquired (whether by grant, possession, statute, operation of law, subrogation, or otherwise), (ii) the time, manner, or order of the grant, attachment or perfection of a Lien, (iii) any conflicting provision of the New York UCC or other applicable law, (iv) any defect in, or non-perfection, setting aside, or avoidance of, a Lien or a First Lien Document or a Junior Lien Document, (v) the modification of a First Lien Obligation permitted under the Intercreditor Agreement and the First Lien Documents or a Junior Lien Obligation permitted under the Intercreditor Agreement and the Junior Lien Documents, or (vi) the subordination of a Lien on Collateral securing a First Lien Obligation to a Lien securing another obligation of the Company or other Person that is permitted under the First Lien Documents as in effect on the date of the Intercreditor Agreement or securing a DIP Financing, or the subordination of a Lien on Collateral securing a Junior Lien Obligation to a Lien securing another obligation of the Company or other Person (other than a First Lien Obligation) that is permitted under the Junior Lien Documents as in effect on the date of the Intercreditor Agreement, the Junior Lien Secured Parties agree that (x) any First Lien on any Collateral now or hereafter held by or for the benefit of any First Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Junior Liens on any Collateral and (y) any Junior Lien on any Collateral now or hereafter held by or for the benefit of any Junior Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Liens on any Collateral.

The parties to the Intercreditor Agreement acknowledge that (i) the aggregate amount of the First Lien Obligations may be increased from time to time pursuant to the terms of the First Lien Documents, (ii) a portion of the First Lien Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and (iii) (A) the First Lien Documents may be replaced, amended, restated, amended and restated, supplemented, restructured or otherwise amended or modified from time to time and (B) the First Lien Obligations may be increased, extended, renewed, Refinanced or otherwise amended, restated or modified from time to time, in the case of the foregoing clauses (A) and (B), all without affecting the subordination of the Junior Liens under the Intercreditor Agreement to the First Liens securing the First Lien Obligations or the provisions of the Intercreditor Agreement defining the relative rights of the First Lien Secured Parties and the Junior Lien Secured Parties. The Intercreditor Agreement also provides that (i) the aggregate amount of the Junior Lien Obligations may be increased from time to time pursuant to the terms of the Junior Lien Documents, (ii) a portion of the Junior Lien Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and (iii) (A) the Junior Lien Documents may be replaced, restated, supplemented, restructured or otherwise amended or modified from time to time and (B) the Junior Lien Obligations may be increased, extended, renewed, Refinanced or otherwise amended, restated or modified from time to time.

No New Liens.   The parties to the Intercreditor Agreement agree that so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its Subsidiaries to, (a) grant or permit any additional Liens on any asset of such Grantor or Subsidiary to secure any Junior Lien Obligation, or take any action to perfect any additional Liens securing any Junior Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant) or grants within 20 Business Days thereafter, a Lien on such asset of such Grantor or Subsidiary to secure the First Lien Obligations and has taken all actions required to perfect such Liens securing the First Lien Obligations; provided, however, that the refusal or inability of the First Lien Agent to accept such Lien will

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not prevent the Junior Lien Collateral Agent from taking the Lien or (b) grant or permit any additional Liens on any asset of such Grantor or Subsidiary to secure any First Lien Obligation, or take any action to perfect any additional Liens securing any First Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant) or grants within 10 Business Days thereafter, a Lien on such asset of such Grantor or Subsidiary to secure the Junior Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens securing the Junior Lien Obligations (except, without limitation of bailee provisions set forth in the Intercreditor Agreement, Liens on any Collateral that can be perfected by the possession or control of such Collateral, which possession or control is given in favor of any First Lien Secured Party); provided, however, the refusal or inability of the Junior Lien Collateral Agent to accept such Lien will not prevent the First Lien Agent from taking the Lien.

Similar Collateral and Agreements.   The parties to the Intercreditor Agreement acknowledge and agree that it is their intention that the First Lien Collateral and the Junior Lien Collateral be substantially identical and agree (a) to cooperate in good faith in order to determine, upon any reasonable written request by the First Lien Agent or the Junior Lien Agent, the specific assets included in the First Lien Collateral and the Junior Lien Collateral, the steps taken to perfect the First Liens and the Junior Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Junior Lien Documents in respect of the First Lien Obligations and the Junior Lien Obligations, respectively, (b) that the Junior Lien Security Documents creating Liens on the Collateral shall be substantially the same forms of documents as the respective First Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Junior Lien Security Documents which are less restrictive than the corresponding First Lien Security Documents, (iii) provisions in the Junior Lien Security Documents which are solely applicable to the rights and duties of the Junior Lien Collateral Agent, (iv) to the extent relevant, with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to the registration requirements of the Securities Act, (v) the control of Collateral that is perfected by control (to the extent that such control cannot be granted to the Junior Lien Collateral Agent after using commercially reasonable efforts) and (vi) the delivery of possessory Collateral and (c) that at no time shall there be any Grantor that is either (i) an obligor in respect of the Junior Lien Obligations that is not also an obligor in respect of the First Lien Obligations, or (ii) an obligor in respect of the First Lien Obligations that is not also an obligor in respect of the Junior Lien Obligations.

Limitation on Enforcement Action.   The Intercreditor Agreement provides that prior to the Discharge of First Lien Obligations, the Junior Lien Collateral Agent, for itself and on behalf of each Junior Lien Secured Party, agrees that, subject to certain other provisions thereof, no Junior Lien Secured Party shall commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Collateral under any Junior Lien Security Document, applicable law or otherwise (including but not limited to any right of setoff), it being agreed that only the First Lien Agent, acting in accordance with the applicable First Lien Documents, shall have the exclusive right (and whether or not (a) any case commenced by or against the Company or any other Grantor under the Bankruptcy Code or any other Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Company or any other Grantor or any similar case or proceeding relative to the Company or any other Grantor or its creditors, as such, in each case whether or not voluntary, (b) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any other Grantor, in each case, whether or not voluntary and whether or not involving bankruptcy or insolvency, or (c) any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Grantor are determined and any payment or distribution is or may be made on account of such claims (each of the foregoing, an “Insolvency or Liquidation Proceeding”) has been commenced), to take any such actions or exercise any such remedies, in each case, without any consultation with or the consent of any Junior Lien Secured Party. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the New York UCC, the Bankruptcy Code or any other Bankruptcy

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Law. Subject to certain limitations, the Junior Lien Collateral Agent, on behalf of the Junior Lien Secured Parties, may, but will have no obligation to, take all such actions (not adverse to the First Liens or the rights of the First Lien Agent and the First Lien Secured Parties) it deems necessary to perfect or continue the perfection of the Junior Liens in the Collateral or to create, preserve or protect (but not enforce) the validity and enforceability of the Junior Liens in the Collateral. Nothing in the Intercreditor Agreement limits the right or ability of the Junior Lien Secured Parties to (a) purchase (by credit bid or otherwise) all or any portion of the Collateral in connection with any enforcement of remedies by the First Lien Agent to the extent that, and so long as, the First Lien Secured Parties receive payment in full in cash of all First Lien Obligations after giving effect thereto or (b) file a proof of claim or statement of interest with respect to the Junior Lien Obligations. Following the Discharge of First Lien Obligations, the Junior Lien Secured Parties shall have the sole and exclusive right to enforce against or realize upon, or take any other action available to it in respect of, any Collateral.

Standstill Period; Permitted Enforcement Action.   The Intercreditor Agreement provides that prior to the Discharge of First Lien Obligations, both before and during an Insolvency or Liquidation Proceeding, after a period of 180 days has elapsed (which period will be tolled during any period in which the First Lien Agent is not entitled, on behalf of the First Lien Secured Parties, to enforce or exercise any rights or remedies with respect to a material portion of the Collateral as a result of (a) any injunction issued by a court of competent jurisdiction or (b) the automatic stay or any other stay or prohibition in any Insolvency or Liquidation Proceeding) since the date on which the Junior Lien Collateral Agent has delivered to the First Lien Agent written notice of the acceleration of any Junior Lien Debt (the “Standstill Period”), the Junior Lien Collateral Agent and the other Junior Lien Secured Parties may enforce or exercise any rights or remedies with respect to any Collateral; provided, however, that notwithstanding the expiration of the Standstill Period or anything in the Junior Lien Documents to the contrary, in no event may any Junior Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if any First Lien Secured Party shall have commenced prior to the expiration of the Standstill Period, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Collateral or any such action or proceeding; provided, further, that, at any time after the expiration of the Standstill Period, if no First Lien Secured Party shall have commenced and be diligently pursuing the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such action or proceeding, then no First Lien Secured Party or the First Lien Agent shall take any action of a similar nature with respect to such Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding.

Insurance.   The Intercreditor Agreement provides that unless and until the Discharge of First Lien Obligations has occurred (subject to the rights of the Junior Lien Secured Parties following expiration of the Standstill Period), the First Lien Agent shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Documents, to (i) be named as loss payee under any insurance policies maintained from time to time by any Grantor (provided that, in such case, it shall also be named as an additional loss payee, as applicable, for the benefit of the Junior Lien Collateral Agent and the other Junior Lien Secured Parties; provided further that in the event the First Lien Agent is not so named, then the Junior Lien Collateral Agent shall be entitled to be named as additional loss payee (with the priorities, and subject to the terms, as set forth in the Intercreditor Agreement)), (ii) adjust and settle claims in respect of Collateral under any insurance policy in the event of any loss thereunder and (iii) to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral. Unless and until the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors under the First Lien Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) in respect to the Collateral shall be paid to the First Lien Agent pursuant to the terms of the First Lien Documents (including for purposes of cash collateralization of commitments, letters of credit and any hedging obligations). If any Junior Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of the foregoing, it shall pay such proceeds over to the First Lien Agent. In addition, if by virtue of being named as an additional insured or loss payee of any insurance policy of any Grantor covering

49

any of the Collateral, the applicable Junior Lien Secured Party shall have the right to adjust or settle any claim under any such insurance policy, then unless and until the Discharge of First Lien Obligations has occurred, such Junior Lien Secured Party shall follow the instructions of the First Lien Agent, or of the Grantors under the First Lien Documents to the extent the First Lien Documents grant such Grantors the right to adjust or settle such claims, with respect to such adjustment or settlement (subject to the rights of the Junior Lien Secured Parties following expiration of the Standstill Period). Following the Discharge of First Lien Obligations, the Junior Lien Secured Parties shall have the sole and exclusive right to adjust and settle claims in respect of Collateral under any insurance policy in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral.

No Interference.   The Intercreditor Agreement will provide that unless and until the Discharge of First Lien Obligations has occurred, no Junior Lien Secured Party (i) will take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Lien Secured Party any preference or priority relative to, any First Lien with respect to the Collateral or any part thereof, (ii) will challenge or question in any proceeding the validity or enforceability of any First Lien Obligations or First Lien Document, or the validity, attachment, perfection or priority of any First Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of the Intercreditor Agreement, (iii) subject to the rights of the Junior Lien Secured Parties following expiration of the Standstill Period, will take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Collateral by any First Lien Secured Party or the First Lien Agent in any enforcement action, (iv) subject to the rights of the Junior Lien Secured Parties following expiration of the Standstill Period, will have any right to (A) direct any First Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (B) consent to the exercise by any First Lien Secured Party of any right, remedy or power with respect to any Collateral, (v) will institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First Lien Agent or other First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and no First Lien Secured Party shall be liable for, any action taken or omitted to be taken by the First Lien Agent or other First Lien Secured Party with respect to any First Lien Collateral in accordance with the First Lien Documents and the Intercreditor Agreement, (vi) will seek, and each Junior Lien Secured Party waives, any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of the Intercreditor Agreement, (viii) will object to forbearance by the First Lien Agent or any First Lien Secured Party, or (ix) will assert, and each Junior Lien Secured Party waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law.

Purchase Option.   The Intercreditor Agreement provides that on or at any time after (i) the commencement of an Insolvency or Liquidation Proceeding, or (ii) the acceleration of the First Lien Obligations (each of the foregoing clauses (i) and (ii), a “Purchase Event”), each of the holders of the Junior Lien Debt and each of their respective designated Affiliates (any of such holder(s) or designated Affiliate(s), the “Junior Lien Purchasers”) will have the right, at their sole option and election (but will not be obligated), upon prior written notice to the First Lien Agent (with a copy to the Junior Lien Collateral Agent), to purchase from the First Lien Secured Parties (A) all (but not less than all) First Lien Obligations and (B) if applicable, Obligations (including principal, unpaid interest, fees, prepayment premiums, reasonable and documented attorneys’ fees and legal expenses, but excluding contingent indemnification obligations for which no claim or demand for payment has been made at or prior to such time) provided by any of the First Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase. Such notice must be given within 30 days of the relevant Purchase Event. Promptly following the receipt of such notice from the Junior Lien Purchasers, the First Lien Agent will deliver to the Junior Lien Collateral Agent and the Junior Lien Purchasers a statement of the amount of First Lien Debt, other First Lien Obligations and Obligations in connection with a DIP Financing (including principal, unpaid interest, fees, prepayment premiums, reasonable and documented attorneys’ fees and legal expenses, but excluding contingent indemnification obligations for which no claim or demand for payment has been made

50

at or prior to such time, in respect of such DIP Financing) provided by any of the First Lien Secured Parties, if any, then outstanding and the amount of the cash collateral requested by the First Lien Agent to be delivered as described in the following paragraph. The right to purchase will expire unless, within ten Business Days after the receipt by the Junior Lien Collateral Agent and the Junior Lien Purchasers of such statement of amount from the First Lien Agent, the Junior Lien Collateral Agent (acting at the direction of the Junior Lien Purchasers) delivers to the First Lien Agent an irrevocable commitment of the Junior Lien Purchasers to purchase all (but not less than all) (x) of the First Lien Obligations and (y) if applicable, Obligations (including principal, unpaid interest, fees, prepayment premiums, reasonable and documented attorneys’ fees and legal expenses, but excluding contingent indemnification obligations for which no claim or demand for payment has been made at or prior to such time) provided by any of the First Lien Secured Parties in connection with a DIP Financing and to otherwise complete such purchase on the terms set forth in the Intercreditor Agreement.

Release of Liens; Automatic Release of Junior Liens.   The Intercreditor Agreement provides that prior to the Discharge of First Lien Obligations, in the event the First Lien Agent or the requisite First Lien Secured Parties under the First Lien Documents release the First Lien on any Collateral, the Junior Lien on such Collateral shall terminate and be released automatically and without further action if (i) such release is permitted under the Junior Lien Documents, (ii) such release is effected in connection with the First Lien Agent’s foreclosure upon, or other exercise of rights or remedies with respect to, such Collateral, or (iii) such release is effected in connection with a sale or other Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the requisite First Lien Secured Parties under the First Lien Documents shall have consented to such sale or Disposition of such Collateral; provided that, in the case of each of clauses (i), (ii) and (iii), the Junior Liens on such Collateral shall attach to (and shall remain subject and subordinate to all First Liens securing First Lien Obligations) any proceeds of a sale, transfer or other Disposition of Collateral not paid to the First Lien Secured Parties or that remain after the Discharge of First Lien Obligations.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings.   The Intercreditor Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect, notwithstanding the commencement of any Insolvency or Liquidation Proceeding by or against any Grantor or any of their Subsidiaries. All references to the Company or any Subsidiary of the Company or any other Grantor will include such Person or Persons as a debtor-in-possession and any receiver or trustee for such Person or Persons in an Insolvency or Liquidation Proceeding.

If any Grantor or any of their Subsidiaries shall become subject to any Insolvency or Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, no Junior Lien Secured Party will raise any objection, contest, oppose or seek to condition or delay, and each Junior Lien Secured Party will waive any claim such Person may now or hereafter have, to any such financing or to the Liens on the Collateral securing the same (“DIP Financing Liens”), or to any use, sale or lease of cash collateral that constitutes Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) to the extent the First Lien Agent (acting at the direction of the requisite First Lien Secured Parties under the First Lien Documents) opposes or objects to such DIP Financing or such DIP Financing Liens or such use of cash collateral, (ii) the terms of such DIP Financing provide for the sale of a substantial part of the Collateral (other than as contemplated by the second following paragraph) or require the confirmation of a plan of reorganization or liquidation, as applicable, containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof), and/or (iii) any such DIP Financing is secured by Liens that rank junior to the First Liens; provided that the Junior Lien Secured Parties are not deemed to have waived any right to object to a DIP Financing to the extent such DIP Financing has a material adverse effect on (x) any rights of the Junior Lien Secured Parties to credit bid on the Collateral in any such sale or disposition in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law) but only to the extent such credit bid would provide for the Discharge of First Lien Obligations, (y) any right of the Junior Lien Secured Parties to object solely to any provisions in any DIP Financing relating to, describing or requiring any specific and material terms of a plan of reorganization or the sale of a substantial part of the Collateral (other than as contemplated by the second following paragraph), or (z) any rights of

51

the Junior Lien Secured Parties to assert any objection with respect to any proposed orders to set bidding or related sales procedures in connection with such disposition (other than as contemplated by the second following paragraph). To the extent such DIP Financing Liens are senior to, or rank pari passu with, the First Liens, the Junior Lien Collateral Agent will, for itself and on behalf of the other Junior Lien Secured Parties, subordinate the Junior Liens on the Collateral to the First Liens, to such DIP Financing Liens and to any carve-out in connection with such Insolvency or Liquidation Proceeding, with the same priority relative to the First Liens as existed prior to the commencement of the case under the Bankruptcy Code.

Each Junior Lien Secured Party will agree not to propose, support or enter into any DIP Financing prior to the Discharge of First Lien Obligations without the consent of the First Lien Agent, in its sole discretion, unless (x) the Liens securing such DIP Financing shall be secured by Liens that rank junior to the First Liens and (y) such DIP Financing does not refinance any Junior Lien Obligations which, in connection with the relevant Insolvency or Liquidation Proceeding, are repaid in cash prior to the Discharge of First Lien Obligations.

Each Junior Lien Secured Party will agree that, until the Discharge of First Lien Obligations has occurred, it shall be deemed to have consented to and will not object to, oppose, contest or seek to condition or delay (or join with or support any third party objecting to, opposing, contesting or seeking to condition or delay) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the requisite First Lien Secured Parties under the First Lien Documents shall have consented to the same and all First Liens and Junior Liens will attach to the proceeds of the sale in the same respective priorities as set forth in the Intercreditor Agreement and the net cash proceeds of any such sale or Disposition under Section 363(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code are concurrently and permanently applied to the First Lien Obligations and any DIP Financing provided by the First Lien Secured Parties, together with a concurrent permanent reduction of the applicable commitments of the First Lien Secured Parties under the applicable First Lien Documents.

Each Junior Lien Secured Party, will waive, until the Discharge of First Lien Obligations has occurred, any claim that may be had against any First Lien Secured Party arising out of any DIP Financing Liens (that are granted in a manner that is consistent with the Intercreditor Agreement), or request for adequate protection or administrative expense priority under Section 364 of the Bankruptcy Code to the extent the Liens securing any First Lien Obligations are subordinated to or have the same priority as the Liens securing such DIP Financing.

Each Junior Lien Secured Party will agree that, until the Discharge of First Lien Obligations has occurred, it will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose, contest or seek to condition or delay (or join with or support any third party objecting to, opposing, contesting or seeking to condition or delay) (i) any request by any First Lien Secured Party for adequate protection or (ii) any objection by any First Lien Secured Party to any motion, relief, action or proceeding based on any First Lien Secured Party claiming a lack of adequate protection, except that the Junior Lien Secured Parties may:

•

freely seek and obtain relief granting adequate protection in the form of a replacement lien co-extensive in all respects with, but subordinated (as described in “— Collateral — First Lien-Second Lien Intercreditor Arrangements — Relative Priorities”) to, and with the same relative priority to the First Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the First Lien Secured Parties;

•

freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of First Lien Obligations; and

•

freely file (i) proof of claims or statements of interest in respect of the Junior Lien Obligations and (ii) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise

52

seeking the disallowance of the claims or Liens of the Junior Lien Secured Parties, including without limitation any claims secured by the Collateral.

Each Junior Lien Secured Party will waive, until the Discharge of First Lien Obligations has occurred, any claim it may now or hereafter have against any First Lien Secured Party (or their representatives) arising out of any election by any First Lien Secured Party, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code.

Each Junior Lien Secured Party will agree that in any Insolvency or Liquidation Proceeding, it shall not support or vote to accept any plan of reorganization or liquidation that is inconsistent with the priorities or other provisions of the Intercreditor Agreement unless such plan is accepted by the Class of First Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the Discharge of First Lien Obligations on the effective date of such plan of reorganization or liquidation, as applicable; otherwise, each Junior Lien Secured Party shall remain entitled to vote its claims in any such Insolvency or Liquidation Proceeding.

Each Junior Lien Secured Party will agree that, until the Discharge of First Lien Obligations has occurred, no Junior Lien Secured Party shall seek relief, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay or other prohibition in any Insolvency or Liquidation Proceeding in respect of the Collateral without the prior written consent of the First Lien Agent.

Each Junior Lien Secured Party will agree that it shall not object to, oppose, contest or seek to condition or delay (or join or support any third party in objecting to, opposing, contesting or seeking to condition or delay) any claim by any First Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees, prepayment premiums, or expenses or cash collateralization of all letters of credit to the extent of the value of the First Liens. Without the express written consent of the First Lien Agent, no Junior Lien Secured Party shall oppose, object to, contest or seek to condition or delay (or shall join with or support any third party in opposing, objecting to, contesting or seeking to condition or delay, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) the determination of the extent of any Liens held by any of First Lien Secured Party or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) the payment to the First Lien Secured Party of interest, fees or expenses, or to the cash collateralization of letters of credit, under Section 506(b) of the Bankruptcy Code.

Until the Discharge of First Lien Obligations has occurred, notwithstanding anything to the contrary contained in the Intercreditor Agreement, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then each Junior Lien Secured Party will agree that any distribution or recovery it may receive in respect of any such Collateral shall be segregated and held in trust and forthwith paid over to the First Lien Agent for the benefit of the First Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Junior Lien Collateral Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Each Junior Lien Secured Party will appoint the First Lien Agent, and any officer or agent of the First Lien Agent, with full power of substitution, as the attorney-in-fact of such Junior Lien Secured Party for the limited purpose of carrying out the provisions of this paragraph and taking any action and executing any instrument that the First Lien Agent may deem necessary or advisable to accomplish the purposes thereof.

No Junior Lien Secured Party shall oppose, object to, contest or seek to condition or delay (or join with or support any third party in opposing, objecting to, contesting or seeking to condition or delay, as the case may be) any credit bid by the First Lien Agent, so long as it is in compliance with the Intercreditor Agreement.

Without the consent of the First Lien Agent in its sole discretion, no Junior Lien Secured Party will file or join an involuntary bankruptcy petition or claim or seek the appointment of an examiner, receiver or a trustee for any Grantor or any of their Subsidiaries, or any of their respective properties, in each case solely in its capacity as a Junior Lien Secured Party.

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Each Junior Lien Secured Party will waive, until the Discharge of First Lien Obligations has occurred, any right to assert or enforce any claim under Section 506(c) or 552 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law as against any First Lien Secured Party or any of the Collateral, except as expressly permitted by the Intercreditor Agreement.

Application of Proceeds.   Prior to the Discharge of First Lien Obligations, and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, any Collateral or proceeds received in connection with the enforcement or exercise of any rights or remedies or any Insolvency or Liquidation Proceeding will be applied:

•

first, to the payment in full in cash of all First Lien Obligations (together with a concurrent permanent reduction of the applicable commitments of the First Lien Secured Parties under the applicable First Lien Documents pursuant to the terms thereof),

•

second, to the payment in full in cash of all Junior Lien Obligations (together with a concurrent permanent reduction of the applicable commitments of the Junior Lien Secured Parties under the applicable Junior Lien Documents pursuant to the terms thereof), and

•

third, to the Company or as otherwise required by applicable law.

Change of Control

If a Change of Control occurs, the Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to a minimum amount of $1.00 and integral multiples of $1.00 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased (including any PIK Notes or any increased principal amount of Notes as payment for PIK Interest), plus accrued and unpaid cash interest and Additional Amounts, if any, together with an amount of cash equal to all accrued and unpaid PIK Interest, on the Notes repurchased to, but not including, the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. No later than 30 days following any Change of Control, the Company shall deliver a notice to the Trustee and paying agent and each Holder describing the Change of Control and the related transaction or transactions and stating:

(1)

that the Change of Control Offer is being made pursuant to this covenant and that all Notes properly tendered and not withdrawn pursuant to the Change of Control Offer will be accepted for payment;

(2)

the Change of Control Payment and the Change of Control Payment Date, which will be no earlier than 30 days and no later than 60 days from the date such notice is delivered;

(3)

that any Note not properly tendered will continue to accrue interest;

(4)

that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;

(5)

that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;

(6)

that Holders will be entitled to withdraw their election if the Paying Agent receives, prior to the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased; and

(7)

that Holders whose Notes are being purchased only in part will be issued new Notes equal in

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principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1.00 in principal amount or an integral multiple of $1.00 in excess thereof.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those requirements, laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of such compliance.

On or before the Change of Control Payment Date, the Company shall, to the extent lawful:

(1)

accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer;

(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions Notes properly tendered and not withdrawn; and

(3)

deliver or cause to be delivered to the Trustee and Paying Agent the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The paying agent shall deliver to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes (including cash in an amount equal to accrued and unpaid PIK Interest) (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any.

Notwithstanding anything to the contrary in this covenant, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer, or (2) notice of redemption of all Notes has been given pursuant to the Indenture as described under “— Optional Redemption,” unless there is a default in payment of the applicable redemption price.

Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

The provisions of this covenant relating to the Company’s obligation to make a Change of Control Offer, including the definition of “Change of Control,” may be waived or modified at any time (including after a Change of Control) with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, to certain persons. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Company and its Restricted Subsidiaries, taken as a whole. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Company to make an offer to repurchase the Notes.

Our ability to pay cash to the Holders following the occurrence of a Change of Control may be limited by our then-existing financial resources, and sufficient funds may not be available when necessary to make an offer to repurchase the Notes. See “Risk Factors — Risks Related to Our Notes — We may not be able to finance a change of control offer as required by the indenture that governs the Notes offered hereby.”

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Certain Covenants

Set forth below are summaries of certain covenants that are contained in the Indenture.

Suspension of Covenants

During any period of time (1) the Notes have an Investment Grade Rating and (2) no Default or Event of Default has occurred and is continuing under the Indenture, the Company and the Restricted Subsidiaries will not be subject to the provisions of the Indenture described under the following headings (collectively, the “Suspended Covenants”):

•

“— Limitation on Restricted Payments”;

•

“— Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”;

•

“— Limitation on Asset Sales”; and

•

the provisions of clause (3) of the first paragraph of “— Merger, Consolidation, or Sale of Assets.”

In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding paragraph and, subsequently, Moody’s, S&P or Fitch, as applicable, withdraws its rating or downgrades the rating assigned to the Notes so that the Notes do not have an Investment Grade Rating, or an Event of Default (other than with respect to the Suspended Covenants) occurs and is continuing (the “Reversion Date”), then the Company and the Restricted Subsidiaries shall, on and after the Reversion Date, be subject to the Suspended Covenants. The period of time between the date the Suspended Covenants become suspended and the Reversion Date is referred to herein as the “Suspension Period.” During the Suspension Period, the Board of Directors of the Company may not designate any of the Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to the provisions described under “— Designation of Restricted and Unrestricted Subsidiaries.” Notwithstanding that the Suspended Covenants may be reinstated, no Default, Event of Default or breach of any kind under the Indenture or the Notes will be deemed to have occurred as a result of a failure of the Company and the Restricted Subsidiaries to comply with a Suspended Covenant during the Suspension Period.

Calculations made on and after the Reversion Date of the amount available to be made as Restricted Payments under the provisions described under “— Limitation on Restricted Payments” will be made as if the provisions described under “— Limitation on Restricted Payments” had been in effect at all times since the Issue Date, but not during the Suspension Period, and no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made during the Suspension Period. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Period will be classified as having been incurred pursuant to clause (2) of Permitted Debt.

The Company shall provide the Trustee and Holders with prompt written notice of any event or events giving rise to a Suspension Period or a Reversion Date, the date thereof and identifying the Suspended Covenants. The Trustee shall have no duty to monitor the ratings of the Notes or the occurrence of a Suspension Period or a Reversion Date, or to notify Holders of the same.

Notwithstanding that the Suspended Covenants may be reinstated, without causing a Default or Event of Default, following a Reversion Date the Company and the Restricted Subsidiaries shall be permitted to honor any contractual commitments entered into during the Suspension Period; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants.

There can be no assurance that the Notes will ever achieve or maintain an Investment Grade Rating.

Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock

The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “Incur,” and “Incurrence,” “Incurred” and “Incurring” shall have meanings correlative to the foregoing) any Indebtedness (including Acquired Debt) or issue any Disqualified Stock, and the Company will not permit any of the Restricted Subsidiaries to issue any shares of Preferred

56

Stock; provided that the Company or any Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or Preferred Stock in an amount such that, after giving effect to such Incurrence or issuance and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio would have been at least 2.0 to 1.0; and provided further, that (x) any such Indebtedness shall be unsecured and shall be guaranteed only by a Guarantor and (y) the final maturity date of such Indebtedness shall be no earlier than the date that is 91 days after the Maturity Date, the terms of such Indebtedness shall not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is 91 days after the Maturity Date, and the Weighted Average Life to Maturity of such Indebtedness at the time such Indebtedness is incurred shall not be less than 91 days after the Weighted Average Life to Maturity at such time of the Notes issued on the Issue Date.

The first paragraph of this covenant will not, however, prohibit the Incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1)

the Incurrence by the Company or any Guarantor of Indebtedness under the Notes (including the issuance of Notes as PIK Interest) and the Guarantees thereof, in each case issued on the Issue Date;

(2)

Indebtedness existing on the Issue Date and any guarantees thereof (other than Indebtedness described in clause (1) of this paragraph);

(3)

the Incurrence by the Company or any Guarantor of (a) Indebtedness consisting of First Lien Debt, the amount of which does not exceed $275 million plus the amount of any future reduction in the outstanding principal amount of the Notes, and (b) Indebtedness consisting of Junior Lien Debt or unsecured Indebtedness up to the greater of (A) $200 million and (B) 8% of Total Assets; provided that (I) any such Indebtedness incurred under this clause (3) shall be guaranteed only by a Guarantor and shall be secured only by assets that constitute Collateral, and (II) (x) if such Indebtedness constitutes First Lien Debt, then except as to Indebtedness constituting revolving credit loans and subject to the last paragraph of this covenant, the final maturity date of such Indebtedness shall be no earlier than the Maturity Date, the terms of such Indebtedness shall not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the Maturity Date (other than on account of customary asset sale, casualty event and change of control provisions), and the Weighted Average Life to Maturity of such Indebtedness at the time such Indebtedness is incurred shall not be less than the Weighted Average Life to Maturity at such time of the Notes issued on the Issue Date, and (y) if such Indebtedness constitutes Junior Lien Debt, then, subject to the last paragraph of this covenant, except for up to $50 million of such Indebtedness, the final maturity date of such Indebtedness shall be no earlier than the date that is 91 days after the Maturity Date, the terms of such Indebtedness shall not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is 91 days after the Maturity Date (other than on account of customary asset sale, casualty event and change of control provisions), and the Weighted Average Life to Maturity of such Indebtedness at the time such Indebtedness is incurred shall not be less than 91 days after the Weighted Average Life to Maturity at such time of the Notes issued on the Issue Date;

(4)

the Incurrence by the Company or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge, in whole or in part, any Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be Incurred under the first paragraph of this covenant or clause (2) or (11) of this paragraph or this clause (4);

(5)

the Incurrence by the Company or any Restricted Subsidiary of intercompany Indebtedness between or among the Company and any of the Subsidiaries or Joint Ventures; provided that;

(A)

if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the applicable Guarantees, in the case of a Guarantor, including, for the avoidance of doubt, in accordance with the Global Intercompany Note; and

57

(B)

upon any (i) subsequent issuance or transfer of Equity Interests or any other event that results in any such Indebtedness being held by a Person other than the Company, a Subsidiary or a Joint Venture, or (ii) sale or other transfer of any such Indebtedness to a Person that is not the Company, a Subsidiary or a Joint Venture, the exception provided by this clause (5) shall no longer be applicable to such Indebtedness and such Indebtedness will be deemed to have been Incurred at the time of any such issuance, sale or transfer;

(6)

the Incurrence by the Company or any Restricted Subsidiary of Hedging Obligations in the ordinary course of business and not for speculative purposes;

(7)

the guarantee by the Company or any Guarantor of Indebtedness of the Company or a Guarantor that was permitted to be Incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes or a Guarantee, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(8)

(a) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness in respect of bids, trade contracts, statutory obligations, workers’ compensation claims, self-insurance obligations, surety, customs, importation or appeal bonds (other than surety or appeal bonds related to judgments or litigation), performance bonds, bid bonds, performance guarantees, leases, letters of credit, or other Indebtedness of a like nature, in each case in the ordinary course of business and (b) surety or appeal bonds, supersedeas bonds or payment bonds and similar obligations related to judgments or litigation, provided that the aggregate amount of such bonds (other than such bonds in respect of tax assessments or liabilities) under this clause (b) does not exceed $75 million at any time;

(9)

the Incurrence by the Company or any Restricted Subsidiary of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds;

(10)

the Incurrence by the Company or any Restricted Subsidiary of Indebtedness arising from agreements providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, or guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any Restricted Subsidiary pursuant to such agreements, in each case, Incurred in connection with the acquisition or disposition of any business, assets or the Capital Stock of a Subsidiary or any Person, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or the Capital Stock of a Subsidiary or any Person for the purpose of financing such acquisition; provided that, in the case of a disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds (including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value)) actually received by the Company and the Restricted Subsidiaries in connection with such disposition;

(11)

Acquired Debt of the Company or any Restricted Subsidiary in an amount equal to the greater of (x) $300 million in the aggregate and (y) the amount that could be incurred (provided, after giving pro forma effect to the relevant transaction, no Default or Event of Default shall exist) in satisfaction of the following leverage ratio tests:

(A)

if such Acquired Debt is secured, then (x) the Liens are only of the type that are permitted pursuant to clause (3) or (11) of the definition of Permitted Liens, and (y) the Consolidated Secured Leverage Ratio shall be less than or equal to the greater of (I) 3.5:1.0 and (II) the Consolidated Secured Leverage Ratio immediately prior to the Incurrence of such Acquired Debt, calculated after giving pro forma effect (which shall assume that any Indebtedness that is in the nature of a revolving or asset-based nature is deemed to be fully drawn for purposes of such calculation, to the extent available to be drawn under such facility) to the acquisition or merger and the Incurrence of such Acquired Debt; and

(B)

if such Acquired Debt is unsecured, then the Consolidated Total Leverage Ratio shall be less

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than or equal to the greater of (x) 4.0:1.0 and (y) the Consolidated Total Leverage Ratio immediately prior to the Incurrence of such Acquired Debt, calculated after giving pro forma effect (which shall assume that any Indebtedness that is in the nature of a revolving or asset-based nature is deemed to be fully drawn for purposes of such calculation, to the extent available to be drawn under such facility) to the acquisition or merger and the Incurrence of such Acquired Debt;

(12)

the Incurrence by the Company or any Guarantor of Indebtedness, together with any other Indebtedness Incurred pursuant to this clause (12) then outstanding, not in excess of the greater of $175 million and 7% of Total Assets; provided that (x) any such Indebtedness shall be unsecured and shall be guaranteed only by a Guarantor, and (y) subject to the last paragraph of this covenant, the final maturity date of such Indebtedness shall be no earlier than the date that is 91 days after the Maturity Date, the terms of such Indebtedness shall not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is 91 days after the Maturity Date (other than on account of customary asset sale, casualty event and change of control provisions), and the Weighted Average Life to Maturity of such Indebtedness at the time such Indebtedness is incurred shall not be less than 91 days after the Weighted Average Life to Maturity at such time of the Notes issued on the Issue Date;

(13)

Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations (or any guarantee thereof or indemnity with respect thereto), in each case, (i) Incurred by the Company or any Guarantor in order to (x) renovate, repair, improve, install or upgrade any Vessel or any other fixed or capital property, equipment or other assets, in each case used in the business of the Company or any Guarantor, and Permitted Refinancing Indebtedness in respect thereof, or (y) acquire, lease, construct or otherwise finance the purchase price of any fixed or capital property, equipment or other assets of the Company or any Guarantor, or (ii) Incurred by any Restricted Subsidiary to (x) renovate, repair, improve, install or upgrade any Vessel or any other fixed or capital property, equipment or other assets of such Restricted Subsidiary or (y) acquire, lease, construct or otherwise finance the purchase price of any fixed or capital property, equipment or other assets of such Restricted Subsidiary, and Permitted Refinancing Indebtedness in respect thereof, in an aggregate amount, together with any other Indebtedness Incurred pursuant to this clause (13) and Permitted Refinancing Indebtedness in respect thereof then outstanding, not to exceed the greater of $75 million and 3% of Total Assets;

(14)

Cash Management Obligations and obligations in respect of any agreement providing for credit cards or purchase cards;

(15)

Indebtedness Incurred in the ordinary course of business to finance take-or-pay obligations contained in supply arrangements;

(16)

the issuance of shares of Preferred Stock of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that any subsequent issuance or transfer of Equity Interests or any other event that results in any Restricted Subsidiary that holds such shares of Preferred Stock ceasing to be a Restricted Subsidiary or any other transfer of any such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock not permitted by this clause (16);

(17)

Indebtedness Incurred on behalf of, or representing guarantees of Indebtedness of, or Disqualified Stock or Preferred Stock of, Joint Ventures of the Company or any of its Restricted Subsidiaries, and Permitted Refinancing Indebtedness in respect thereof, so long as the amount of such Indebtedness, Disqualified Stock or Preferred Stock, together with any other Indebtedness, Disqualified Stock and Preferred Stock Incurred or issued pursuant to this clause (17) then outstanding, does not exceed $25 million;

(18)

Indebtedness Incurred or Disqualified Stock issued by the Company or any Restricted Subsidiary or Preferred Stock issued by any of the Restricted Subsidiaries to the extent that the net proceeds thereof are promptly deposited with the Trustee to satisfy and discharge the Notes in accordance with the Indenture;

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(19)

the Incurrence by the Company or any Restricted Subsidiary of (i) Indebtedness, together with any other Indebtedness Incurred pursuant to this clause (19) and Permitted Refinancing Indebtedness in respect thereof then outstanding, not to exceed $700 million, which may be secured but only pursuant to clause (28) of the definition of Permitted Liens and (ii) Limited Recourse Debt, which may be secured but only pursuant to clause (28) of the definition of Permitted Liens; in each case for the purpose of financing a portion of the purchase price of one or more Vessels (including for the avoidance of doubt the DS-13 and the DS-14) in a single transaction or series of related transactions, so long as the Indebtedness (including the Limited Recourse Debt) Incurred in such transaction or series of related transactions pursuant to this clause (19) (other than such Indebtedness Incurred to finance a portion of the purchase price of the DS-13 and the DS-14) is not more than 85% of the purchase price for such acquired Vessel;

(20)

Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations (or any guarantee thereof or indemnity with respect thereto) Incurred by the Company or any Guarantor in order to fund the cost of up to two 20K Contracts in respect of Other Vessels owned by the Company or such Guarantor, in an aggregate amount, together with any other Indebtedness Incurred pursuant to this clause (20) then outstanding, not to exceed $300 million; and

(21)

to the extent constituting Indebtedness, prepayments for property or services under any Drilling Contract in the ordinary course of business.

For purposes of determining compliance with this covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (20) above or could be Incurred pursuant to the first paragraph of this covenant, the Company or the applicable Restricted Subsidiary will be permitted to classify such item of Indebtedness (or any portion thereof) on the date of its Incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. The accrual of interest or dividends on Preferred Stock or Disqualified Stock, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms (including the payment of paid-in-kind interest), the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Preferred Stock or Disqualified Stock in the form of additional shares of the same class of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness or an issuance of Preferred Stock or Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment (including the payment of paid-in-kind interest) is included in Consolidated Interest Expense of the Company as accrued.

For the avoidance of doubt, for purposes of determining compliance with this covenant, if any such Indebtedness is issued or incurred in reliance on Total Assets and any Permitted Refinancing Indebtedness issued or incurred to refinance such Indebtedness would cause the percentage of Total Assets (as measured at the time of incurrence) to be exceeded if calculated based on the Total Assets on the date of such refinancing, such percentage of Total Assets will be deemed to not be exceeded, solely with respect to the Incurrence of such Permitted Refinancing Indebtedness, to the extent such Permitted Refinancing Indebtedness does not exceed the amount permitted under clause (1) of the definition of Permitted Refinancing Indebtedness.

The amount of any Indebtedness outstanding as of any date will be:

(1)

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2)

the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3)

in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A)

the Fair Market Value of such assets at the date of determination; and

(B)

the amount of the Indebtedness of the other Person; and

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(4)

in the case of Hedging Obligations, the termination value of the agreement or arrangement giving rise to such Hedging Obligations that would be payable by the specified Person at such date.

Notwithstanding anything to the contrary in the Indenture, the Company will not, and will not permit any Guarantor to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be.

For purposes of determining compliance with any dollar-denominated restriction on the Incurrence of Indebtedness, the Dollar Equivalent of the principal amount of Indebtedness denominated in another currency will be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of Indebtedness Incurred under a revolving credit facility; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than dollars, and such refinancing would cause the applicable dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or the applicable Restricted Subsidiary may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values

Notwithstanding the provisos regarding the final maturity date, scheduled repayment, mandatory redemption or sinking fund obligations and the Weighted Average Life to Maturity set forth in (i) clause (3) of Permitted Debt as to First Lien Debt and Junior Lien Debt permitted thereunder and (ii) clause (12) of Permitted Debt as to Indebtedness permitted thereunder, the Company or the Guarantors may Incur up to $50 million of such First Lien Debt, such Junior Lien Debt or such Indebtedness, in the aggregate, which First Lien Debt, Junior Lien Debt or Indebtedness does not comply with such provisos.

Limitation on Restricted Payments

The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any other payment or distribution on account of Equity Interests of the Company or any Restricted Subsidiary (including, without limitation, any payment in connection with any merger, consolidation or amalgamation involving the Company or any of the Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of the Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and excluding dividends or distributions payable to the Company or any Guarantor, including through the payment of dividends or distributions to a non-Guarantor or a series of non-Guarantors if such dividend or distribution is immediately distributed to another Guarantor or the Company upon receipt (and, if such Guarantor has holders of Equity Interests other than the Company or other Restricted Subsidiaries, to its other holders of Equity Interests on a pro rata basis or on a basis that is more favorable to the Company and the Restricted Subsidiaries than pro rata));

(2)

purchase, repurchase, redeem, retire or otherwise acquire for value (including, without limitation, in connection with any merger, consolidation or amalgamation involving the Company) any Equity Interests of the Company held by any Person (other than any such Equity Interests held by the Company or any Guarantor ) or any Equity Interests of any Restricted Subsidiary held by an Affiliate of the Company (other than Equity Interests held by the Company or any Guarantor) (in each case other than in exchange for Equity Interests of the Company that do not constitute Disqualified Stock);

(3)

make any principal or premium payment on or with respect to, or purchase, redeem, defease or

61

otherwise acquire or retire for value, any Junior Debt (excluding (a) interest payments on any Indebtedness, (b) any intercompany Indebtedness between or among the Company and any of the Restricted Subsidiaries, (c) any such Indebtedness repaid, acquired or retired for value in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of payment, acquisition or retirement, (d) a payment of principal at the Stated Maturity of any such Indebtedness and (e) payments with respect to revolving credit facilities entered into after the Issue Date in accordance with the terms of the Indenture and as to which the Indebtedness outstanding thereunder was at the time of its Incurrence permitted by the terms of the Indenture to be so Incurred); or

(4)

make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) being collectively referred to as “Restricted Payments”).

The foregoing provisions will not prohibit:

(1)

the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or distribution or the date of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend, distribution or redemption payment would have complied with the provisions of the Indenture;

(2)

so long as no Default or Event of Default has occurred and is continuing or would occur as a result thereof, the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Company;

(3)

the repurchase, redemption, defeasance or other acquisition or retirement for value of Junior Debt with the net cash proceeds from a substantially concurrent Incurrence of Permitted Refinancing Indebtedness;

(4)

so long as no Default or Event of Default has occurred and is continuing or would occur, the repurchase, redemption, cancellation, or other acquisition or retirement for value of, or agreement to do any of the foregoing with respect to, any Equity Interests of the Company or any Restricted Subsidiary granted pursuant to any Management Incentive Plan Award; provided that the aggregate price paid for all such repurchased, redeemed, cancelled, acquired or retired Equity Interests may not exceed $2 million in any twelve-month period (with any portion of such $2 million that is unused in any twelve-month period to be carried forward to successive twelve-month periods and added to such amount, but with an overall limit in any twelve-month period of $3 million);

(5)

(a) the purchase, redemption or other acquisition or retirement for value of Equity Interests deemed to occur upon the exercise or conversion of stock options, warrants, rights to acquire Equity Interests or other convertible securities, to the extent such Equity Interests represent a portion of the exercise or conversion price thereof, and (b) the purchase, redemption, net-settlement, or other acquisition or retirement for value of Equity Interests of the Company or any Restricted Subsidiary held by any current or former officer, director or employee of the Company or any Restricted Subsidiary in connection with the exercise, vesting or settlement of any equity compensation (including, without limitation, any Management Incentive Plan Awards or other stock option, restricted stock or phantom stock award), in each case in this clause (b), solely in order to satisfy any tax withholding obligation with respect to such exercise, vesting or settlement;

(6)

any purchase, redemption, defeasance or other acquisition or retirement of any Junior Debt from proceeds of an Asset Sale or in the event of a Change of Control, in each case only if prior to or simultaneously with such purchase, redemption, defeasance or other acquisition or retirement, the Company or a Restricted Subsidiary has made the Asset Sale Offer or Change of Control Offer, as applicable, as provided in the Indenture and has completed the repurchase of all Notes validly tendered for payment in connection with such Asset Sale Offer or Change of Control Offer in accordance with the requirements of the Indenture;

(7)

so long as no Default or Event of Default has occurred and is continuing or would occur as a

62

result thereof, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Preferred Stock of any Restricted Subsidiary of the Company issued on or after the Issue Date in accordance with the provisions described under “— Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”;

(8)

cash payments in lieu of the issuance of fractional shares, or payments to dissenting stockholders (a) pursuant to applicable law or (b) in connection with the settlement or other satisfaction of legal claims made pursuant to or in connection with a consolidation, merger or transfer of assets in connection with a transaction that is not prohibited by the Indenture; and

(9)

so long as no Default or Event of Default has occurred and is continuing or would occur as a result thereof, any Restricted Payment (excluding the Investment of any Vessel and any Equity Interest or Indebtedness of any owner of any Vessel) so long as the amount of such Restricted Payment, together with the aggregate amount of all other Restricted Payments made under this clause (9) since the Issue Date, does not exceed $100 million (or, following the Floater Restructuring Transaction, does not exceed $50 million).

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or any Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. For purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in the preceding clauses (1) through (9) of the second paragraph of this covenant or as a Permitted Investment, the Company will be permitted to divide or classify (or later divide, classify or reclassify in whole or in part in its sole discretion) such Restricted Payment in any manner that complies with this covenant. For the avoidance of doubt, this covenant will not restrict the making of any “AHYDO catch up payment” with respect to, and required by the terms of, any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the terms of the Indenture.

Limitation on Liens

The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any of its property or assets, except for Permitted Liens.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or permit to become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiaries to:

(1)

pay dividends or make any other distributions on its Capital Stock to the Company or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of the Restricted Subsidiaries; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant;

(2)

make loans or advances to the Company or any of the Restricted Subsidiaries; or

(3)

sell, or transfer any of its properties or assets to the Company or any of the Restricted Subsidiaries (all such actions set forth in these clauses (1) through (3) being collectively referred to as “Intercompany Transfers”).

The restrictions in the preceding paragraph will not apply to encumbrances or restrictions on the ability of any of the Restricted Subsidiaries to make Intercompany Transfers existing under or by reason of:

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(1)

agreements governing Indebtedness outstanding, and any other limitations or restrictions contained in contracts and agreements, in each case as such agreements and contracts are in effect on the Issue Date;

(2)

restrictions contained in, or in respect of, Hedging Obligations permitted to be Incurred by the Indenture;

(3)

the Indenture, the Intercreditor Agreement, the other Collateral Documents, the Notes and the Guarantees;

(4)

applicable law, rule, regulation or order;

(5)

any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be Incurred;

(6)

customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business;

(7)

purchase money obligations for property acquired in the ordinary course of business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased, mortgaged or leased of the nature described in clause (3) of the preceding paragraph;

(8)

any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the assets of any Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(9)

Liens permitted to be Incurred under the provisions described under “— Limitation on Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(10)

provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;

(11)

restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, providers of Cash Management Arrangements, in each case, under contracts entered into in the ordinary course of business;

(12)

encumbrances or restrictions of the nature described in clause (3) of the preceding paragraph with respect to property under a charter, lease, sub-lease or other agreement (including any Drilling Contracts, charterparty agreements, rig operating, service or management agreements or pool agreements) that has been entered into in the ordinary course for the employment, charter or other hire of such property;

(13)

instruments governing Indebtedness, Disqualified Stock or Preferred Stock that is permitted to be Incurred subsequent to the Issue Date pursuant to the provisions described under “— Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”; provided that, at the time such Indebtedness, Disqualified Stock or Preferred Stock is Incurred, either (a) such encumbrances or restrictions would not reasonably be expected to materially impair the Company’s ability to make scheduled payments of interest and principal on the Notes when due or any Guarantor’s ability to make payment under its Guarantee, as determined in good faith by the Board of Directors of the Company or a Financial Officer of the Company, or (b) the restrictions therein are not materially more restrictive, taken as a whole, than those contained in the Indenture and the Notes, as determined in good faith by the Board of Directors or a Financial Officer of the Company;

(14)

restrictions contained in Hedging Obligations permitted under the Indenture;

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(15)

any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(16)

with respect to clause (3) of the preceding paragraph, (i) Drilling Contracts with respect to any Vessels; provided that such encumbrance or restriction only extends to the Vessel or other such asset (other than cash or Cash Equivalents) subject to such Drilling Contract and (ii) any joint venture agreement or similar arrangement with respect to any Joint Venture that imposes restrictions on the transfer or assignment of the Equity Interests in such Joint Venture; and

(17)

any Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements or instruments governing such Permitted Refinancing Debt are not materially more restrictive, taken as a whole, than those contained in the agreements or instruments governing the Refinanced Indebtedness.

Limitation on Asset Sales

The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless:

(1)

the Company or the Restricted Subsidiary, as the case may be, receives consideration at the time of consummation of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2)

at least 75% of the consideration received in such Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents;

provided that the foregoing requirements shall not apply with respect to any Involuntary Transfer.

For purposes of the preceding paragraph, each of the following will be deemed to be cash:

(1)

any Indebtedness or other liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee) that are assumed, repaid or retired by the transferee of any such assets so long as the Company or such Restricted Subsidiary is released from further liability in respect thereof; and

(2)

any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are, within 180 days after receipt thereof, converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion.

Within 365 days after the receipt of any Net Proceeds (including, without limitation, an Involuntary Transfer), the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds at its option to any combination of the following:

(1)

to purchase, repay or prepay First Lien Debt; provided that if any such purchase, repayment or prepayment is made pursuant to this clause (1), the Company or the applicable Restricted Subsidiary shall equally and ratably repay or offer to repay Notes as provided in “— Optional Redemption” through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer to Holders in accordance with the procedures set forth in the Indenture and this covenant for an Asset Sale Offer;

(2)

to acquire all or substantially all of the assets of, or any Capital Stock of, any Person primarily engaged in a Permitted Business, if, in the case of any such acquisition of Capital Stock, such Person is or becomes a Restricted Subsidiary as a result of such acquisition;

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(3)

to make a capital expenditure (other than a maintenance capital expenditure) that is used or useful in a Permitted Business; or

(4)

to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business (including, without limitation, Vessels, related assets and the payment of any related Ready for Sea Costs) or make any deposit, installment or progress payment in respect of such assets or payment of any related Ready for Sea Costs,

provided that (x) a binding commitment made within the 365-day period described above by the Company or the applicable Restricted Subsidiary to apply Net Proceeds in accordance with clauses (2), (3) and/or (4) above shall satisfy the requirements of such clauses with respect to such Net Proceeds so long as such Net Proceeds are actually so applied within 545 days from the receipt thereof from such Asset Sale and (y) if all or any portion of the assets sold or transferred in such Asset Sale constituted Collateral, in the case of any application of Net Proceeds pursuant to clause (2), (3) or (4) above, the Company shall, or shall cause the applicable Restricted Subsidiary to, as provided in the Indenture, subject to the Agreed Security Principles, pledge any assets (including, without limitation, any acquired Capital Stock) acquired with such Net Proceeds to secure the Notes Obligations on a first-priority secured basis pursuant to the Collateral Documents in accordance with the Indenture.

Pending the final application of any Net Proceeds, the Company or the applicable Restricted Subsidiary may apply the Net Proceeds to temporarily reduce outstanding revolving credit Indebtedness of the Company or any of the Restricted Subsidiaries, respectively, or invest the Net Proceeds in cash and Cash Equivalents.

Any Net Proceeds that are not applied or invested as provided in the third paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25 million, the Company shall, within 10 Business Days thereof, make an offer (an “Asset Sale Offer”) in accordance with the procedures set forth in the Indenture to all Holders and holders of any other First Lien Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem such First Lien Debt with the proceeds of sales of assets to purchase, prepay or redeem the Notes and such other First Lien Debt on a pro rata basis in an aggregate principal amount equal to the Excess Proceeds. The repurchase date in any Asset Sale Offer shall be specified by the Company, which date will be no earlier than 30 days and no later than 60 days from the date the notice of such Asset Sale Offer is delivered. The offer price in any Asset Sale Offer will be equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid cash interest and Additional Amounts, if any, together with an amount of cash equal to all accrued and unpaid PIK Interest to, but not including, the date of purchase, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, and will be payable in cash; provided that if the Asset Sale Offer is occurring as the result of an Asset Sale involving any of the ARO JV Related Assets or any of the Equity Interests held by the Valaris ARO Shareholder, then the applicable offer price will instead be equal to the sum of (i) the lesser of (A) 103% of the aggregate principal amount of the Notes and (B) the applicable redemption price for the Notes (expressed as percentages of principal amount) pursuant to the provisions described under “— Optional Redemption” that the Company would have had to pay if it had elected to redeem Notes at such time, plus (ii) accrued and unpaid cash interest and Additional Amounts, if any, together with an amount of cash equal to all accrued and unpaid PIK Interest to, but not including, the date of purchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company and the Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or other First Lien Debt tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Company will select the Notes and other First Lien Debt for purchase on a pro rata basis unless otherwise required by law or applicable stock exchange or Depository requirements (with such adjustments as may be deemed appropriate by the Company so that only Notes and other First Lien Debt in denominations of $1.00 and integral multiples of $1.00 in excess thereof will be outstanding after such purchase). For the purposes of calculating the principal amount of any such Indebtedness not denominated in U.S. dollars, such Indebtedness shall be calculated by converting any such principal amounts into their Dollar Equivalent determined as of the Business Day immediately prior to the date on which the Asset Sale Offer is announced. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

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The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those requirements, laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of such compliance.

The provisions of this covenant with respect to the Company’s obligation to make an Asset Sale Offer as a result of an Asset Sale may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding.

Anything in the Indenture to the contrary notwithstanding, in no event shall (i) the Company or any Restricted Subsidiary sell, transfer or otherwise dispose of a Vessel to (x) an Unrestricted Subsidiary, other than the transfer of Other Vessels to the Unrestricted Floater Subsidiary as and to the extent permitted by the Indenture, or (y) an Excluded Subsidiary that is an Excluded Subsidiary pursuant to clause (1) of the definition thereof or (ii) any Restricted Subsidiary that is an Excluded Subsidiary pursuant to clause (1) of the definition thereof acquire a Vessel.

Limitation on Transactions with Affiliates

The Company will not, and will not permit any of the Restricted Subsidiaries to, make any payment to, or lease, sell, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), unless:

(1)

the Affiliate Transaction is on terms that are either (a) no less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company or (b) if, in the good faith judgment of the Company’s Board of Directors, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or the relevant Restricted Subsidiary from a financial point of view; and

(2)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the disinterested directors of the Board of Directors approving such Affiliate Transaction or series of related Affiliate Transactions and set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with clause (1) of this paragraph; and

(3)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $100 million, the Company delivers to the Trustee a letter from an Independent Financial Advisor stating that such Affiliate Transaction or series of related Affiliate Transactions complies with clause (1) of this paragraph.

The following items will not be deemed to be Affiliate Transactions, as applicable, and, therefore, will not be subject to the provisions of the preceding paragraph:

(1)

any employment agreement, employee benefit plan, compensation plan or arrangement, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2)

payment of reasonable directors’ fees to directors of the Company or any Restricted Subsidiary;

(3)

transactions solely between or among the Company and/or any of the Restricted Subsidiaries;

(4)

the issuance or sale of Equity Interests (other than Disqualified Stock) of the Company to, or receipt of capital contributions from, Affiliates of the Company;

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(5)

loans or advances to employees of the Company or any Restricted Subsidiary in the ordinary course of business not to exceed $5 million in the aggregate at any one time outstanding;

(6)

transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company that would otherwise constitute an Affiliate Transaction solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(7)

Restricted Payments that do not violate the provisions described under “— Limitation on Restricted Payments”;

(8)

transactions between the Company or any of the Restricted Subsidiaries and any Person that would not otherwise constitute an Affiliate Transaction except for the fact that one director of such other Person is also a director of the Company or such Restricted Subsidiary, as applicable; provided that such director abstains from voting as a director of the Company or such Restricted Subsidiary, as applicable, on any matter involving such other Person;

(9)

any agreement as in effect on the Issue Date or any amendments, renewals or extensions of any such agreement (so long as such amendments, renewals or extensions are not materially less favorable, taken as a whole, to the Holders); and

(10)

transactions with customers, clients, suppliers, Joint Venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business of the Company and the Restricted Subsidiaries and otherwise in compliance with the terms of the Indenture; provided that such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained at the same time of such transactions in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if:

(1)

the Company would be permitted to make (i) a Permitted Investment or (ii) an Investment pursuant to the provisions described under “— Limitation on Restricted Payments,” in either case, in an amount equal to the Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in such Subsidiary at the time of such designation;

(2)

such Restricted Subsidiary may be so designated in accordance with the definition of “Unrestricted Subsidiary”;

(3)

the designation would not constitute or cause (with or without the passage of time) a Default or Event of Default and no Default or Event of Default would be in existence following such designation; and

(4)

the Company delivers to the Trustee a certified copy of a resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions.

If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the provisions described under “— Limitation on Restricted Payments” or under the definition of Permitted Investments, as determined by the Company.

If, at any time, any Unrestricted Subsidiary designated as such would fail to meet the preceding requirements as an Unrestricted Subsidiary, then such Subsidiary will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary, and any Liens on the assets of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Indebtedness or Liens are not permitted to be Incurred as of such date under the provisions described

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under “— Limitation on Incurrence of Indebtedness or Issuance of Preferred Stock” or “— Limitation on Liens,” the Company or the applicable Restricted Subsidiary will be in default of such applicable covenant.

The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary if:

(1)

the Company and the Restricted Subsidiaries may Incur the Indebtedness and Liens (and the Company and the Restricted Subsidiaries shall be deemed to Incur such Indebtedness and Liens upon such designation) of such Subsidiary under the provisions described under “— Limitation on Incurrence of Indebtedness or Issuance of Preferred Stock” or “— Limitation on Liens”;

(2)

the designation would not constitute or cause (with or without the passage of time) a Default or Event of Default and no Default or Event of Default would be in existence following such designation; and

(3)

the Company delivers to the Trustee a certified copy of a resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions.

Reports

Whether or not the Company is then subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee and the Holders, so long as any Notes are outstanding:

(1)

within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or, for so long as the Company is then subject to Section 13(a) or 15(d) of the Exchange Act, such date as is required under the rules of the SEC for the filing of any quarterly reports for such fiscal quarter which shall include any extension as the result of any applicable U.S. securities laws or SEC rules, regulations, guidance or guidelines), reports on Form 10-Q or (in the event the Company is a “foreign private issuer” subject to Section 13(a) or 15(d) of the Exchange Act) Form 6-K (or, in each case, any successor form) containing, whether or not required, the Company’s unaudited quarterly consolidated financial statements (including a balance sheet and statement of income, changes in stockholders’ equity and cash flow) and a Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) (or equivalent disclosure) for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year);

(2)

within 90 days after the end of each fiscal year (or, for so long as the Company is then subject to Section 13(a) or 15(d) of the Exchange Act, by such date as is required under the rules of the SEC for the filing of an annual report for each fiscal year (which shall include any extension as the result of any applicable U.S. securities laws or SEC rules, regulations, guidance or guidelines), an annual report on Form 10-K or (in the event the Company is a “foreign private issuer” subject to Section 13(a) or 15(d) of the Exchange Act) Form 20-F (or, in each case, any successor form) containing, whether or not required, the Company’s audited consolidated financial statements, a report thereon by the Company’s certified independent accountants and an MD&A for such fiscal year); and

(3)

(i) at such times as would be required to be filed or furnished to the SEC if the Company was subject to Section 13(a) or 15(d) of the Exchange Act (whether or not the Company is then subject to such requirements), current reports on Form 8-K that the Company would have been required to file or furnish pursuant thereto; or (ii) in the event that the Company is a “foreign private issuer” subject to Section 13(a) or 15(d) of the Exchange Act, all such other reports and information that the Company is required to file or furnish pursuant thereto.

All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.

The Company shall electronically file or furnish, as the case may be, a copy of all such information and reports referred to in clauses (1) through (3) in the first paragraph of this covenant with the SEC for public

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availability within the time periods specified therein at any time the Company is then subject to Section 13(a) or 15(d) of the Exchange Act and make such information available to the Holders, and if the Notes are represented by one or more Global Notes, the beneficial owners, of the Notes and prospective investors upon request.

The Company shall be deemed to have furnished such reports referred to in paragraph (a) above to the Trustee and the Holders if the Company has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in paragraph (a) above on its website within the time periods that would apply to non-accelerated filers if the Company were required to file those reports with the SEC. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the EDGAR filing system (or its successor) or postings to any website have occurred.

In addition, for so long as any Notes remain outstanding and are subject to restrictions on transfer by non-Affiliates under U.S. federal securities laws, the Company will furnish to the Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Delivery of reports, information and documents to the Trustee pursuant to this covenant is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with the covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers’ Certificate).

Further Assurances; Additional Guarantees

Subject to the Agreed Security Principles:

(1)

If, after the Issue Date, (i) the Company acquires or creates any Restricted Subsidiary that is not an Excluded Subsidiary, (ii) any Subsidiary that is not an Excluded Subsidiary acquires any direct or indirect ownership interest in a Vessel, whether in use, idle or otherwise, or any Equity Interests or Indebtedness of any owner of a Vessel, (iii) a Restricted Subsidiary or Subsidiary that was previously an Excluded Subsidiary has ceased to meet the definition thereof or (iv) any Immaterial Subsidiary elects to provide a Guarantee, then the Company shall or shall cause such Person to, (x) within 30 Business Days after the date on which such Restricted Subsidiary is acquired or formed, the date of such acquisition, the date such Restricted Subsidiary ceases to meet the definition of Excluded Subsidiary or the date on which such Immaterial Subsidiary elects to provide a Guarantee, as applicable, execute and deliver to the Trustee a supplemental indenture substantially in the form set forth in the Indenture pursuant to which such Person will become a Guarantor; provided that such form may be modified as necessary or advisable to comply with applicable local law or otherwise modified in a manner consistent with the Agreed Security Principles, and (y) use its commercially reasonable efforts to execute all applicable Collateral Documents (and/or supplements or joinder agreements thereto, as applicable) pursuant to which it will grant a Lien on any Collateral held by it in favor of the First Lien Collateral Agent, for the benefit of the Parity Lien Secured Parties (as defined in the Collateral Agent Agreement), and become a Grantor thereunder, and cause such Liens to be perfected as required thereby.

(2)

The Company and the Guarantors will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture. The Company and the Guarantors will do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, as applicable, any and all such further acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as may be reasonably required by the First Lien Collateral Agent from time to time, or that the First Lien Collateral Agent from time to time may reasonably request (but shall have no duty to), in order to:

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(A)

create and perfect a Lien on any asset required to be Collateral;

(B)

execute, deliver and perform under each Collateral Document to which such Person is required to be a party;

(C)

carry out the terms and provisions of the Collateral Documents to which such Person is required to be a party;

(D)

maintain the validity, enforceability and priority of any of the required Collateral Documents and the Liens on the Collateral required to be created thereby; and

(E)

assure, convey, grant, assign, transfer, preserve, protect and confirm to the First Lien Collateral Agent any of the rights granted now or hereafter intended by the parties thereto to be granted to the First Lien Collateral Agent (and the Security Trustee) under the required Collateral Documents with respect to any asset required to be Collateral or under any other instrument executed in connection herewith.

In addition, subject to the Agreed Security Principles, each Restricted Subsidiary organized in any Subject Jurisdiction will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to create or perfect a Lien on the Equity Interests of such Restricted Subsidiary.

Notwithstanding anything set forth in the Indenture or in any other Note Documents, the parties to the Indenture agreed that each of Rowan Financial Holdings S.à.r.l. and ROWAN 240C#3, Inc. shall be joined as a Guarantor within sixty (60) days of the Issue Date, regardless of whether it constitutes a “Required Guarantor” as of the Issue Date.

Merger, Consolidation, or Sale of Assets

The Company.   The Company will not, directly or indirectly: (A) amalgamate, consolidate or merge with or into another Person (whether or not the Company is the Person formed by or surviving any such amalgamation, consolidation or merger); or (B) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and the Restricted Subsidiaries, taken as a whole, in each case, in one transaction or a series of related transactions, including by way of liquidation or dissolution, to another Person, unless:

(1)

either (x) the Company will be the surviving or continuing Person or (y) the Person formed by or surviving any such amalgamation, consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of a Permitted Jurisdiction (the Company or such Person, as the case may be, being herein called the “Successor Company”);

(2)

the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes and the other Notes Obligations and the Collateral Documents to which the Company is a party, if any, and agrees to be bound by all the provisions of the Indenture and such Collateral Documents pursuant to a supplemental indenture or an amendment thereto, as applicable;

(3)

immediately before and after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(4)

in the event that the Successor Company is organized in a jurisdiction that is different from the jurisdiction in which the Company was organized immediately before giving effect to such transaction, the Successor Company has delivered to the Trustee an Opinion of Counsel stating that the obligations of the Successor Company under the Indenture are enforceable under the laws of such Permitted Jurisdiction, subject to customary exceptions;

(5)

if applicable, the Successor Company causes such amendments, supplements or other instruments with respect to the Collateral Documents to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the First Lien Collateral Agent on any Collateral owned by or transferred to the Successor

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Company and delivers an opinion of counsel as to the enforceability thereof and such other matters as the Trustee may reasonably request;

(6)

any Collateral owned by or transferred to the Successor Company shall (a) continue to constitute Collateral under the Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the First Lien Collateral Agent for the benefit of the Parity Lien Secured Parties, and (c) not be subject to any other Lien other than Permitted Liens; and

(7)

the Company or Successor Company delivers to the Trustee an Officers’ Certificate and Opinion of Counsel, in each case, stating that such amalgamation, consolidation, merger or transfer and any supplemental indentures and each amendment comply with the foregoing provisions.

For purposes of the foregoing, entry by the Company or any Subsidiary of the Company into one or more Drilling Contracts with respect to any Vessels entered into in the ordinary course of business will be deemed not to constitute a sale, assignment, transfer, conveyance or other disposition subject to the foregoing provisions.

Guarantors.   The Company shall not permit any Guarantor to, directly or indirectly, amalgamate, consolidate or merge with or into (whether or not such Guarantor is the surviving Person), another Person or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor, in one transaction or a series of related transactions, including by way of liquidation or dissolution, to another Person, unless:

(1)

immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists;

(A)

(x) such Guarantor is the surviving Person or (y) the Person formed by or surviving any such amalgamation, consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of a Permitted Jurisdiction (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”), if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture and its Guarantee and any Collateral Documents pursuant to a supplemental indenture or other documents or instruments;

(B)

in the event that the Successor Guarantor is organized in a jurisdiction that is different from the jurisdiction in which such Guarantor was organized immediately before giving effect to such transaction, the Successor Guarantor has delivered to the Trustee and Collateral Agent an opinion of counsel stating that the obligations of the Successor Guarantor under the Indenture, the Notes and the Collateral Documents are enforceable under the laws of such Permitted Jurisdiction, subject to customary exceptions;

(C)

if applicable, the Successor Guarantor causes such amendments, supplements or other instruments with respect to the Collateral Documents to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the First Lien Collateral Agent on any Collateral owned by or transferred to the Successor Guarantor and delivers an Opinion of Counsel as to the enforceability thereof and such other matters as the Trustee may reasonably request;

(D)

any Collateral owned by or transferred to the Successor Guarantor shall (a) continue to constitute Collateral under the Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the First Lien Collateral Agent for the benefit of the holders of the First Lien Obligations, and (c) not be subject to any other Lien other than Permitted Liens; and

(E)

the Company delivers to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that such amalgamation, merger, consolidation or transfer and any supplemental indentures and amendments delivered in connection therewith comply with the provisions described under “— Merger, Consolidation, or Sale of Assets — Guarantors”; or

(2)

such amalgamation, consolidation, merger or transfer does not violate the provisions of “— Limitation on Asset Sales”;

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provided that, notwithstanding the foregoing, any Guarantor may, directly or indirectly, amalgamate, consolidate or merge with or into the Company or another Guarantor and any Guarantor may sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor, in one transaction or a series of related transactions, including by way of liquidation or dissolution, to the Company or another Guarantor, provided that the Company or the applicable Guarantor(s) shall comply with the Agreed Security Principles.

Upon any amalgamation, consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Company or a Guarantor in accordance with the foregoing provisions in which the Company or such Guarantor is not the surviving entity, the Successor Company or Successor Guarantor shall succeed to, and be substituted for (so that from and after the date of such amalgamation, consolidation or merger, sale, assignment, transfer, conveyance or other disposition, the provisions of the Indenture referring to the “Company” or the “Guarantor” shall refer instead to the Successor Company or Successor Guarantor and not to the Company or such Guarantor, respectively), and may exercise every right and power of, the Company or the Guarantor under the Indenture with the same effect as if the Successor Company or Successor Guarantor had been named as the Company or a Guarantor in the Indenture; provided that the Company or such Guarantor shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s assets that meets the requirements of the Indenture.

Business Activities

The Company will not, and will not permit any of the Restricted Subsidiaries to, engage in any business other than Permitted Businesses and ownership of Persons engaged in Permitted Businesses, except to such extent as would not be material to the Company and the Restricted Subsidiaries taken as a whole.

Maintenance of Insurance

The Company shall maintain, with financially sound and reputable insurance companies, insurance (subject to customary deductibles and retentions) in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the same or similar locations or as is appropriate, as such customary industry practices change from time to time, and cause the Company and the Guarantors to be listed as insured and shall use its best efforts (it being acknowledged and agreed that such standard shall not require the Company to change its insurer unless it is commercially reasonable to do so) to: (x) cause the First Lien Collateral Agent to be listed as loss payee on property and property casualty policies with respect to the Collateral Vessels; and (y) cause the First Lien Collateral Agent to be listed as an additional insured (or equivalent) on liability policies with respect to the Collateral Vessels, or as loss payee on liability policies, in the format customary for the applicable market, with respect to the Collateral Vessels; provided that in the case of each of the foregoing clause (x) and clause (y), so long as the relevant insurer has not received notice of a Notified Parity Lien Debt Default, any insurance proceeds payable by such insurer pursuant to any such insurance policy shall be paid to the Company or the relevant Guarantor; provided, further that any such proceeds received by the Company or any Guarantor shall be applied in accordance with the provisions described under “— Limitation on Asset Sales.” Notwithstanding the foregoing, self-insurance by the Company or any Subsidiary, through deductibles, self-insured retentions or coinsurance, coverage placed through captive insurance or otherwise, shall not be deemed a violation of this covenant so long as such self-insurance is reasonable and prudent considering the Company’s and the Guarantors’ business, properties and loss history, applicable governmental requirements, and applicable customary industry practices (including without limitation those in connection with deepwater operations), in each case as they change from time to time; provided that any proceeds of any insurance coverage placed through a captive insurer shall be treated in the same manner as the proceeds of insurance maintained with an insurance company. The Company may maintain its Guarantors’ insurance on behalf of them.

ARO JV Shareholder and ARO Indebtedness

The Company shall not permit ARO JV Shareholder to engage in any material business other than as incidental to its ownership of ARO JV Related Assets.

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In the event that the Company or any of its Subsidiaries receives cash or Cash Equivalents in respect of any repayment or prepayment of any Indebtedness of ARO, such cash and Cash Equivalents shall be treated as Net Proceeds and shall be subject to the provisions of the third paragraph of “— Limitation on Asset Sales.”

Negative Pledge

If (and only if) the Company or any Restricted Subsidiary has Incurred Junior Debt permitted under clause (3)(b) of Permitted Debt or any Indebtedness that is unsecured and permitted under the first paragraph of the provisions described under “— Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” or clauses (3)(b), (4), (12) or (17) of Permitted Debt, any portion of which Indebtedness or of any Permitted Refinancing Indebtedness in respect thereof remains outstanding, each of the Company and the Restricted Subsidiaries shall comply with this covenant.

For purposes of this covenant, “Excluded Assets” shall mean each of the following assets, but only for so long as the First Lien Collateral Agent does not have a perfected first priority Lien (subject to Permitted Prior Liens) on such assets:

(x)    the ARO JV Related Assets described in clauses (i), (ii) and (iii) of the definition thereof;

(y)    any Other JV Related Assets (but only if such Other JV Related Assets are in respect of Joint Ventures that are engaged in owning or chartering a Vessel) described in clauses (i), (ii) or (iii) of the definition thereof; or

(z)    any Excluded Vessel referred to in clauses (a), (b), (c), (d), (e) or (i) of the definition thereof.

Notwithstanding any other provisions of the Indenture or the Collateral Documents, each Subsidiary that is either (I) the direct owner of any Excluded Asset, (II) the first Guarantor in the chain of ownership of the Subsidiaries that directly or indirectly own such Excluded Asset (the “First Guarantor”), but solely if the First Lien Collateral Agent does not have a perfected first priority Lien on the assets of such First Guarantor or (III) a Subsidiary of the First Guarantor, but solely if the First Lien Collateral Agent does not have a perfected first priority Lien on the assets of such Subsidiary, shall not:

(1)

grant, create or permit to exist any Lien on in its assets, other than (x) Liens permitted pursuant to clauses (1), (3), (4), (5), (6), (7), (8), (9), (11; but not as applied to clause (10)), (12), (13), (16), (17), (18), (20), (21), (22), (23) and (27) of the definition of Permitted Liens, and (y) in the case of any such Subsidiary that owns an Excluded Vessel, Liens permitted pursuant to clauses (19), (25) and (28) of the definition of Permitted Liens; and

(2)

Incur any Indebtedness (other than intercompany Indebtedness or First Lien Debt), including any guarantee of any Indebtedness, except (x) Indebtedness permitted pursuant to clauses (1), (2), (4); but not as applied, directly or indirectly, to clause (4.09(a)), (5), (8), (9), (10), (11), (13), (14), (15), (16), (18) and (21) of Permitted Debt, and (y) in the case of any such Subsidiary that owns an Excluded Vessel, Indebtedness permitted pursuant to clauses (13)(ii), (19) and (20) of Permitted Debt; or

(3)

engage in any business or activity other than (x) as related to its direct or indirect ownership or operation of an Excluded Asset or an Excluded Asset Non-Guarantor Subsidiary, and all activities incidental thereto, and (y) any business or activity conducted by such Subsidiary prior to or as of the Issue Date, including ownership of any Collateral owned by such Subsidiary prior to or as of the Issue Date and all activities incidental thereto.

Floater Restructuring Transaction

Anything in the Indenture or the Collateral Documents to the contrary notwithstanding, the Company and any of the Restricted Subsidiaries shall be permitted to transfer and contribute to a wholly-owned Unrestricted Subsidiary (together with any successor thereto by reason of a merger, amalgamation, sale of substantially all assets or other business combination transaction, the “Unrestricted Floater Subsidiary”), in a single transaction or a series of transactions, all or substantially all of:

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(1)

the Other Vessels owned by the Company and the Restricted Subsidiaries; and/or

(2)

the Equity Interests in one or more Subsidiaries that owns and/or operates such Other Vessels;

on the terms and conditions set forth in this covenant (such transfer, the “Floater Restructuring Transaction”); provided, however, that (A) no Default or Event of Default has occurred and is continuing under the Indenture or would result from the Floater Restructuring Transaction, and (B) immediately after giving pro forma effect to the Floater Restructuring Transaction, the Adjusted Interest Coverage Ratio for the Company and its Restricted Subsidiaries would be equal to or greater than 2.0 to 1.0. For these purposes, “substantially all” shall mean Other Vessels or Equity Interests in Subsidiaries owning Other Vessels having an aggregate value equal to at least 51% of the aggregate value of all Other Vessels at the time owned by the Company and the Restricted Subsidiaries, as reflected on the most recent consolidated balance sheet of the Company determined in accordance with GAAP.

The Company shall provide notice to the Trustee of the Floater Restructuring Transaction at least thirty (30) days prior to the date on which the Floater Restructuring Transaction is consummated, which notice shall include (i) the name and jurisdiction of formation of the Unrestricted Floater Subsidiary; (ii) the anticipated date of consummation of the Floater Restructuring Transaction; (iii) the identity of all Other Vessels and/or Equity Interests included in the Floater Restructuring Transaction and the value thereof as reflected on the most recent consolidated balance sheet of the Company determined in accordance with GAAP; (iv) the kind and amount of all other assets to be transferred and contributed to the Unrestricted Floater Subsidiary as permitted by this covenant; and (v) the Company’s calculations of its Adjusted Interest Coverage Ratio after giving pro rata effect to the Floater Restructuring Transaction.

Concurrently with or at any time after the Floater Restructuring Transaction, in addition to the Other Vessels and Equity Interests in Subsidiaries owning and/or operating Other Vessels transferred or contributed in accordance with the first paragraph of this covenant, the Company and any Restricted Subsidiary shall be permitted to transfer and contribute to the Unrestricted Floater Subsidiary or any Subsidiary thereof:

(1)

Up to $150 million in cash or Cash Equivalents;

(2)

All equipment and spare parts that are used exclusively in the operation, maintenance or repair of the contributed Other Vessels (including, for the avoidance of doubt, any Other Vessels owned by any Subsidiary whose Equity Interests were contributed to the Unrestricted Floater Subsidiary in accordance with clause (2) of the first paragraph of this covenant);

(3)

All Drilling Contracts associated with the contributed Other Vessels (including, for the avoidance of doubt, any Other Vessels owned by any Subsidiary whose Equity Interests were contributed to the Unrestricted Floater Subsidiary in accordance with clause (2) of the first paragraph of this covenant);

(4)

Any other assets incidental to the operation of the contributed Other Vessels (but no other material assets or property) (collectively, the assets described in clauses (1) through (3) are referred to herein as the “Floater Related Assets”); and

(5)

the Equity Interests in one or more Subsidiaries that owns the Floater Related Assets, and any ordinary course accounts payable and accounts receivable owned by any Subsidiary whose Equity Interests were contributed to the Unrestricted Floater Subsidiary in accordance with clause (2) of the first paragraph of this covenant or this clause (5).

The Company and/or its Restricted Subsidiaries shall be permitted from time to time to enter into one or more unsecured revolving credit facilities (collectively, an “Unrestricted Floater Subsidiary Credit Facility”) with the Unrestricted Floater Subsidiary, providing for borrowing capacity not to exceed $350 million in principal amount in the aggregate for all such facilities (and additional amounts necessary to pay interest on such facilities), having the terms set forth in the Indenture, and otherwise having customary terms for facilities of this type.

The Unrestricted Floater Subsidiary shall be permitted to utilize the intellectual property of the Company and/or its Restricted Subsidiaries in the ordinary course and consistent with past practice, subject

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to the Unrestricted Floater Subsidiary’s entering into an agreement with the Company and/or its Restricted Subsidiaries for a non-exclusive royalty free license to use such intellectual property, having the terms set forth in the Indenture, and otherwise having customary terms for an agreement of this type.

Any assets of the Company or its Restricted Subsidiaries constituting Collateral that are transferred and contributed to the Unrestricted Floater Subsidiary shall, upon such contribution and transfer in accordance with this covenant, cease to constitute Collateral, and shall be released from the lien and security interest of the Indenture, as provided in the Indenture; provided that all of the equity interests of the Company or any of its Restricted Subsidiaries in the Unrestricted Floater Subsidiary shall at all times constitute Collateral, subject to the provisions on maintenance, perfection and release of Collateral generally under the Indenture.

Other than as provided in this covenant, all contracts, agreements and arrangements between the Company and any Restricted Subsidiary, on the one hand, and the Unrestricted Floater Subsidiary, on the other, including any contract, agreement or arrangement whereby the Company or any Restricted Subsidiary provides any goods or services to the Unrestricted Floater Subsidiary, or furnishes any performance or similar guarantee on behalf of the Unrestricted Floater Subsidiary to a third party not otherwise prohibited by the terms of the Indenture, shall be at arms’ length and on terms no less favorable to the Company or any relevant Restricted Subsidiary as would have been negotiated with an unaffiliated third party. Any such contract, agreement or arrangement shall be subject to the provisions described under “— Limitation on Transactions with Affiliates.”

For the avoidance of doubt, and notwithstanding anything to the contrary in the Indenture, except as expressly permitted by this covenant, no contribution, transfer, sale, assignment or other disposition of assets of the Company or any Restricted Subsidiary to the Unrestricted Floater Subsidiary shall be deemed a Permitted Investment or a Restricted Payment that is permitted in accordance with the provisions described under “— Limitation on Restricted Payments.”

Events of Default

Each of the following is an “Event of Default”:

(1)

default in any payment of interest or any Additional Amounts with respect to the Notes when due, which default continues for 30 days;

(2)

default in the payment when due (at maturity, upon optional redemption, upon declaration of acceleration or otherwise) of the principal of, or premium, if any, on, the Notes or failure by the Company to redeem or repurchase the Notes when required pursuant to the Indenture or the Notes;

(3)

failure by the Company or any Guarantor to comply with the provisions described under “— Certain Covenants — Merger, Consolidation, or Sale of Assets”;

(4)

failure by the Company or any of the Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any covenant or agreement (other than a default referred to in clauses (1) and (2) above) contained in the Indenture, the Collateral Documents or the Notes;

(5)

a default under mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of the Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of the Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the Issue Date, if that default:

(A)

is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(B)

results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in either case, the principal amount of any such Indebtedness, together with the principal amount of

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any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50 million or more; provided that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

(6)

failure by the Company or any of the Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $50 million, which judgments are not paid, discharged or stayed for a period of 60 days and, in the event such judgments are covered by insurance (and the applicable insurance provider has been notified of such judgments and has not denied coverage), an enforcement action proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(7)

(1) the Collateral Documents shall for any reason cease to create a valid and perfected first-priority Lien (except to the extent creation of such perfected first-priority Lien is not required under the Agreed Security Principles) on any portion of the Collateral having a Fair Market Value in excess of $25 million (in each case, other than in accordance with the terms of the Indenture, the Intercreditor Agreement or the terms of the Collateral Documents) or (2) the Company or any Restricted Subsidiary asserts in writing that any Lien created under the Collateral Documents is invalid or unenforceable;

(8)

except as permitted by the Indenture or any Guarantee, any Guarantee of a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary, or any Person duly acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Guarantee;

(9)

the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law:

(A)

commences a voluntary case,

(B)

consents in writing to the entry of an order for relief against it in an involuntary case,

(C)

consents in writing to the appointment of a Custodian of it or for all or substantially all of its property,

(D)

makes a general assignment for the benefit of its creditors, or

(E)

admits in writing it generally is not paying its debts as they become due;

(10)

a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)

is for relief against the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, in an involuntary case;

(B)

appoints a Custodian (x) of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, or (y) for all or substantially all of the property of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary;

(C)

orders the liquidation of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or

(D)

and the order or decree remains unstayed and in effect for 60 consecutive days; or

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(11)

an event of default shall occurred under the Unrestricted Floater Subsidiary Credit Facility by reason of (i) a change of control (as provided in the Indenture) or (ii) a violation of the anti-hoarding provisions thereof (as described in the Indenture) and either the lender(s) thereunder shall fail to terminate the Unrestricted Floater Subsidiary Credit Facility and accelerate the Indebtedness thereunder or, having accelerated such Indebtedness, shall fail to undertake all commercially reasonable efforts to collect such Indebtedness.

Subject to the succeeding sentence, if any Event of Default occurs and is continuing, the Trustee, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the preceding sentence, if an Event of Default specified in clause (9) or (10) of the preceding paragraph occurs, all outstanding Notes shall become due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except with respect to nonpayment of principal, interest, premium or Additional Amounts, if any, that have become due solely because of the acceleration) have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of and interest, premium, if any, and Additional Amounts, if any, on, the Notes or to enforce the performance of any provision of the Notes or the Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

The Holders of a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or the First Lien Collateral Agent or of exercising any trust or power conferred on the Trustee or the First Lien Collateral Agent, including arising under or in connection with the Indenture, the Collateral Documents or applicable law. However, the Trustee or the First Lien Collateral Agent, as the case may be, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee or First Lien Collateral Agent, as the case may be, determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in any financial or personal liability. In case an Event of Default has occurred and is continuing, prior to taking any action hereunder, the Trustee and First Lien Collateral Agent shall be entitled to indemnification or security (or both) satisfactory to the Trustee and First Lien Collateral Agent, respectively, against all loss, liability and expenses caused by the taking or not taking of such action.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Company, the Guarantors, the Trustee and the First Lien Collateral Agent may amend or supplement the Indenture, the Notes and the Collateral Documents by the execution of a supplemental indenture or, in the case of any amendment or supplement to the Collateral Documents, by the execution of an appropriate amendment or supplement thereto, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to the limitations set forth in the Indenture, any existing Default or Event of Default or compliance with any provision of the Indenture, the Notes, the Guarantees or any Collateral Document may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), in each case in addition to any required

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consent of holders of other First Lien Obligations that may be required with respect to an amendment of or waiver under a Collateral Document.

Without the consent of any Holder, the Company, the Guarantors, the Trustee and, if any amendment relates to any Collateral Document, the First Lien Collateral Agent, may amend or supplement the Indenture, the Notes, the Guarantees and the Collateral Documents in the following circumstances:

(1)

to cure any ambiguity, defect or inconsistency;

(2)

to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)

to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable;

(4)

to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder in any material respect;

(5)

[reserved];

(6)

to evidence and provide for the acceptance of the appointment under the Indenture and the Collateral Documents of a successor Trustee or First Lien Collateral Agent;

(7)

to enter into additional or supplemental Collateral Documents and to add additional assets as Collateral to secure the Notes and the Guarantees;

(8)

to release Collateral or any Guarantee when permitted or required by the Indenture, the other Collateral Documents, or to amend or supplement any Collateral Document in accordance its terms;

(9)

to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes and to add any additional Guarantor;

(10)

to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture;

(11)

to provide for the issuance of PIK Notes or the increase of the principal amount of the Notes to pay PIK Interest in accordance with the terms of the Indenture;

(12)

in the event that any PIK Notes are issued as Definitive Notes, to make appropriate amendments to the Indenture to reflect a minimum denomination of certificated PIK Notes of $1.00 and establish minimum redemption amounts for certificated PIK Notes;

(13)

to enter into any and all Collateral Documents and the transactions contemplated thereby respecting the registration and mortgaging of any of the Collateral Vessels and to perfect the security interests and Liens granted therein;

(14)

to accept and consent to, and to take, any and all steps to perfect a security interest in any of the Collateral Vessels and other Collateral granted pursuant to the Collateral Documents; or

(15)

to comply with requirements of the Trust Indenture Act of 1939, as amended, if applicable, or any securities exchange on which the Notes are listed for trading or quotation.

Without the consent of each Holder of an outstanding Note affected thereby, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1)

reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2)

reduce the principal of, or change the fixed maturity of, any Note or alter the premium payable

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upon any redemption or repurchase of the Notes pursuant to the provisions described under “— Optional Redemption,” “— Certain Covenants — Limitation on Asset Sales” or “— Change of Control”;

(3)

reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4)

waive a Default or Event of Default in the payment of principal of, or premium, if any, interest, if any, or Additional Amounts, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the Payment Default that resulted from such acceleration);

(5)

make any Note payable in money other than that stated in the Notes;

(6)

make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or premium, if any, interest, if any, or Additional Amounts, if any, on, the Notes;

(7)

waive a redemption or repurchase payment with respect to any Note (other than a payment required by the provisions described under “— Optional Redemption,” “— Certain Covenants — Limitation on Asset Sales” or “— Change of Control”);

(8)

release any Guarantor from any of its obligations under its Guarantee or the Indenture, except in accordance with the terms of the Indenture;

(9)

subordinate the Notes or the Guarantees in right of payment to any other Indebtedness;

(10)

amend or impair the contractual right of any Holder to institute suit for the enforcement of any payment due in respect of Notes on or after the Maturity Date (or, in the case of redemption or repurchase, on or after the redemption or repurchase date); or

(11)

make any change in the preceding amendment, supplement and waiver provisions.

Defeasance

The Company may, at any time, elect to have either Legal Defeasance (as defined below) or Covenant Defeasance (as defined below) be applied with respect to all outstanding Notes and all obligations of the Guarantors upon compliance with the conditions set forth below.

Upon the Company’s exercise of the Legal Defeasance option, subject to the satisfaction of the conditions set forth below, the Company shall be deemed to have discharged its obligations with respect to all outstanding Notes and, to the extent related to the Notes and the Guarantees, the Collateral Documents to which it is a party, each Guarantor shall be deemed to have discharged its obligations with respect to its Guarantee and, to the extent related to the Notes and the Guarantees, the Collateral Documents to which it is a party and each other Grantor shall be deemed to have discharged its obligations with respect to the Collateral Documents, to the extent related to the Notes and the Guarantees, to which it is a party, on the date the conditions set forth in the fifth paragraph of this covenant below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes as set forth in the Indenture referred to in clauses (1) and (2) below) and to have satisfied all its other obligations under the Notes or such Guarantees and the Indenture, and the Company and the other Grantors shall be deemed to have satisfied all of their obligations under the Collateral Documents, to the extent related to the Notes and the Guarantees (and the Trustee, on demand of and at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(1)

the rights of Holders of outstanding Notes to receive payments in respect of the principal of, and

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premium, interest (including PIK Interest) and Additional Amounts, if any, on, such Notes when such payments are due from the trust referred to in the fifth paragraph of this covenant;

(2)

certain of the Company’s obligations with respect to the Notes, including those respecting registrations of Notes, the maintenance of an office or agency for payment and money for security payments held in trust, the maintenance, transfer, exchange and replacement of the Notes and issuing temporary Notes;

(3)

the rights, powers, trusts, duties, indemnities and immunities of the Agents, and the Company’s and the Guarantors’ obligations in connection therewith and under the Indenture; and

(4)

the Legal Defeasance and Covenant Defeasance provisions of this covenant.

The Company may exercise its Legal Defeasance option notwithstanding the prior exercise of its Covenant Defeasance option.

Upon the Company’s exercise of the Covenant Defeasance option, the Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth below, be released from their respective obligations under the covenants described under “— Certain Covenants” and under all Collateral Documents, to the extent related to the Notes and the Guarantees, to which it is a party on and after the date the conditions set forth in the succeeding paragraph are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Guarantees, the Company and any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default, but, except as specified above, the remainder of the Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under the first paragraph of this covenant of the option applicable to this paragraph, subject to the satisfaction of the conditions set forth in the succeeding paragraph, clauses (5) through (8) under “— Events of Default” shall not constitute Events of Default.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, and premium, if any, and cash interest and Additional Amounts, if any, on, the outstanding Notes (including an amount of cash equal to all accrued and unpaid PIK Interests to the applicable date) on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2)

in the case of an election under the Legal Defeasance option, the Company shall have delivered to the Trustee, the Registrar and the Paying Agent an Opinion of Counsel confirming that:

(A)

the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

(B)

since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

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(3)

in the case of an election under the preceding paragraph, the Company shall have delivered to the Trustee, the Registrar and the Paying Agent an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)

no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from, or otherwise in connection with, the borrowing of funds to be applied to such deposit pursuant to this paragraph (and any similar concurrent deposit relating to other Indebtedness) or the grant of any Lien securing such borrowing);

(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which the Company or any of the Restricted Subsidiaries is a party or by which the Company or any of the Restricted Subsidiaries is bound;

(6)

the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any creditors of the Company, any Guarantor or others; and

(7)

the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Satisfaction and Discharge

The Indenture, the Guarantees and, to the extent related to the Notes and the Guarantees, all Collateral Documents shall be discharged and shall cease to be of further effect as to all Notes issued hereunder (except as to (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(B), and as more fully set forth in such clause (1)(B), payments in respect of the principal of and interest, premium, if any, and Additional Amounts, if any, on, such Notes when such payments are due, (y) certain of the Company’s obligations with respect to such Notes, including those respecting registrations of Notes, the maintenance of an office or agency for payment and money for security payments held in trust, the maintenance, transfer, exchange and replacement of the Notes and issuing temporary Notes and (z) the rights of the Trustee and each Agent, each as expressly provided for in the Indenture), and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of the Indenture with respect to all the Notes, when:

(1)

either:

(A)

all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(B)

all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation of principal, premium and Additional Amounts, if any, and accrued interest, if any, on the Notes to the date of maturity or redemption;

(2)

in respect of clause (1)(B), the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which

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the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to such other instrument, and in each case the granting of Liens to secure such borrowings);

(3)

the Company or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture;

(4)

the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and

(5)

the Company has delivered (a) an Officers’ Certificate to the Trustee stating that all conditions precedent to satisfaction and discharge of the Indenture (“Discharge”) have been satisfied and (b) an Opinion of Counsel to the Trustee stating that all conditions precedent to Discharge have been satisfied.

No Personal Liability of Directors, Officers, Employees and Stockholders

No present, past or future director, officer, employee, incorporator or stockholder of the Company, the Company or any Guarantor, as such, will have any liability for any obligations of the Company, the Company or any Guarantor under the Indenture, the Notes, the Guarantees or the Collateral Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder, by accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Trustee

Wilmington Savings Fund Society, FSB acts as the initial trustee, paying agent and registrar with respect to the Notes. The address of Wilmington Savings Fund Society, FSB is 500 Delaware Avenue, Wilmington, Delaware 19801.

Governing Law

The Indenture, the Notes and the Guarantees are governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

“20K Contract” means a contract requiring upgrades to an Other Vessel to enable the Other Vessel to work on wells where the anticipated reservoir pressures require well control equipment whose pressure rating exceeds 15K PSI.

“Acquired Debt” means, with respect to any specified Person:

(1)

Indebtedness (including Permitted Refinancing Indebtedness in respect thereof) of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person (regardless of the form of the applicable transaction by which such Person became a Subsidiary) or expressly assumed in connection with the acquisition of assets from any other such Person, provided that such Indebtedness is not Incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person, or the acquisition of assets from such other Person; and

(2)

Indebtedness (including Permitted Refinancing Indebtedness in respect thereof) secured by a Lien encumbering any asset acquired by such specified Person, provided that such Indebtedness is not Incurred in connection with, or in contemplation of, such acquisition. Acquired Debt will be deemed to be Incurred on the date the acquired Person becomes a Restricted Subsidiary of such Person or the date of the acquisition of assets from such Person, as applicable.

“Additional Secured Debt Designation” means the written agreement of the First Lien Representative of holders of any series of First Lien Debt or the Junior Lien Representative of holders of any series of

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Junior Lien Debt, as applicable, as set forth in the indenture, credit agreement or other agreement governing such series of First Lien Debt or series of Junior Lien Debt, for the benefit of (i) all holders of existing and future First Lien Debt, the First Lien Collateral Agent and each existing and future holder of First Liens, in the case of each additional series of First Lien Debt and (ii) all holders of each existing and future series of Junior Lien Debt, the applicable Junior Lien Collateral Agent and each existing and future holder of Junior Liens, in the case of each series of Junior Lien Debt:

(1)

in the case of any additional series of First Lien Debt, that all such First Lien Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Company or any Guarantor to secure any Obligations in respect of such series of First Lien Debt, whether or not upon property otherwise constituting collateral for such series of First Lien Debt, and that all such First Liens will be enforceable by the First Lien Collateral Agent for the benefit of all holders of First Lien Obligations, equally and ratably, in each case subject to the exceptions that are applicable to Indebtedness incurred pursuant to clause (3)(a) of Permitted Debt;

(2)

in the case of any additional series of Junior Lien Debt, that all such Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by the Company or any Guarantor to secure any Obligations in respect of such series of Junior Lien Debt, whether or not upon property otherwise constituting collateral for such series of Junior Lien Debt, and that all such Junior Liens will be enforceable by the Junior Lien Collateral Agent for the benefit of all holders of Junior Lien Obligations, equally and ratably;

(3)

that such First Lien Representative or Junior Lien Representative, as applicable, and the holders of Obligations in respect of such series of First Lien Debt or series of Junior Lien Debt, as applicable, are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First Liens and Junior Liens and the order of application of proceeds from the enforcement of First Liens and Junior Liens; and

(4)

appointing the First Lien Collateral Agent or the Junior Lien Collateral Agent, as applicable, and consenting to the terms of the Intercreditor Agreement and, in the case of any additional series of First Lien Debt, the Collateral Agency Agreement, including terms relating to the direction of the First Lien Collateral Agent or the Junior Lien Collateral Agent, as applicable, and the performance by the First Lien Collateral Agent or the Junior Lien Collateral Agent, as applicable, of its obligations under the Collateral Agency Agreement (if applicable) and any other applicable security documents and the Intercreditor Agreement, including its obligations to comply with directions given in accordance therewith, together with all such powers as are reasonably incidental thereto.

“Additional Subject Jurisdictions” means any jurisdiction (other than any Initial Subject Jurisdiction) in which a Required Guarantor (i) owns at least $50 million of assets (based on the book value thereof), or (ii) has at least $50 million of operations (based on annual net revenues of such Required Guarantor).

“Adjusted Interest Coverage Ratio” means, as of any date of determination, the ratio of (i) Consolidated EBITDA of the Company and the Restricted Subsidiaries, plus 50% of the Consolidated EBITDA of ARO, for the most recently completed four quarter period for which internal financial statements of the Company are available to (ii) Consolidated Interest Expense of the Company and the Restricted Subsidiaries (with the interest expense for these Notes calculated assuming such interest was paid in cash), plus 50% of the Consolidated Interest Expense of ARO (excluding interest accruing on the Shareholder Instruments held by the ARO JV Shareholder), for such period, subject to the Calculation Principles.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; provided that no Person will constitute an Affiliate of the Company or any parent of the Company solely because such Person owns up to 25% of the Equity Interests of the Company or such parent. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

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“Applicable Materiality Percentage” means in the case of a Subsidiary located in a Subject Jurisdiction in which the Company or any Guarantor has executed and filed documentation for the perfection of Liens on the Collateral, 0.5% and otherwise 2.5%.

“Applicable Premium” means, with respect to any Note on any redemption date, the present value at such redemption date of all required interest payments due on such Note (assuming cash interest payments) through April 30, 2023, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points.

Calculation of the Applicable Premium shall be made by the Company or on behalf of the Company by such Person as the Company shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee and the Company will notify the Trustee of the Applicable Premium promptly after the calculation thereof.

“ARO” means Saudi Aramco Rowan Offshore Drilling Company, a limited liability company incorporated under the laws of the Kingdom of Saudi Arabia.

“ARO JV Agreement” means the Shareholders’ Agreement, dated as of November 21, 2016, by and between Mukamala Oil Field Services Limited (as successor to Saudi Aramco Development Company) and Valaris ARO Shareholder relating to ARO.

“ARO JV Related Assets” means collectively, (i) the Equity Interests of ARO owned, directly or indirectly, by the Company or its Subsidiaries, (ii) the “Shareholder Instruments” ​(as defined in the ARO JV Agreement) and any other loans, notes or other obligations of ARO to the Company or any of its Subsidiaries, (iii) all right, title and interest of the Company or any of its Subsidiaries in and to the ARO JV Agreement, (iv) the rights of the Company or any of its Subsidiaries under (x) any Drilling Contract or agreement to operate between the Company or any of its Subsidiaries and ARO in respect of any Vessel and (y) any agreement pursuant to which the Company or any of its Subsidiaries manages a Third Party Vessel for ARO.

“Asset Sale” means:

(1)

any sale, assignment, transfer, lease, conveyance, any Sale and Lease-Back Transaction or other disposition (including by means of amalgamation, merger, consolidation or similar transaction), whether in a single transaction or a series of related transactions, of property or assets of the Company or any of the Restricted Subsidiaries; provided that the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company and the Restricted Subsidiaries, taken as a whole, will not be an “Asset Sale,” but will be governed by the provisions described under “— Change of Control” and/or the provisions described under “— Certain Covenants — Merger, Consolidation, or Sale of Assets” and not by the provisions described under “— Certain Covenants — Limitation on Asset Sales”;

(2)

the issuance or sale of Equity Interests of any Restricted Subsidiary, other than directors’ qualifying shares and/or other Equity Interests that are required to be held by any Persons other than the Company or another Restricted Subsidiary under applicable law or regulation (including local content regulations or requirements), whether in a single transaction or a series of related transactions; and

(3)

an Involuntary Transfer.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale under clause (1) or (2) above:

(1)

any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $5 million (and the sale of such assets generates Net Proceeds of less than $5 million), but not more than $25 million in the aggregate for all such transactions or series of related transactions during the term of the Indenture;

(2)

a transfer of Equity Interests or other assets between or among the Company and the Restricted Subsidiaries;

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(3)

an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary; provided that, in the case of such an issuance by a non-wholly owned Restricted Subsidiary, such issuance may also be made to any other owner of Capital Stock of such non-wholly owned Restricted Subsidiary based on such owner’s relative ownership interests (or lesser share) of the relevant class of Capital Stock;

(4)

(x) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable and similar obligations arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing transaction) and (y) the use or hire of a Vessel and any related assets in the ordinary course of business, including pursuant to a Drilling Contract;

(5)

any Disposition in a single transaction or series of related transactions of assets, including damaged, worn-out or obsolete assets in the ordinary course of business, the sale of which assets generates Net Proceeds of less than $1.5 million;

(6)

sales of assets to any customer purchased on behalf of or at the request of such customer and for which payment has been made in cash by such customer and dispositions of inventory, in each case, in the ordinary course of business;

(7)

the sale or other disposition of cash or Cash Equivalents, hedging contracts or other financial instruments;

(8)

non-exclusive licenses and sublicenses by the Company or any of the Restricted Subsidiaries of software or intellectual property in the ordinary course of business, provided that such licenses and sublicenses do not interfere in any material respect with the conduct of the business of the Company and the Restricted Subsidiaries;

(9)

a Restricted Payment that does not violate the provisions described under “— Certain Covenants — Limitation on Restricted Payments” or a Permitted Investment;

(10)

the creation or perfection of any Permitted Lien, and any disposition of assets constituting Collateral resulting from foreclosure under any such Lien by the First Lien Collateral Agent, or any disposition of assets not constituting Collateral resulting from foreclosure under any such Lien;

(11)

any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims, in each case when undertaken or entered into in the ordinary course of business or when consistent with the Company’s past practice;

(12)

any Permitted Asset Swap that complies with clause (1) of the first paragraph described under “— Certain Covenants — Limitation on Asset Sales” as if such Permitted Asset Swap constituted an Asset Sale;

(13)

leases of real or personal property in the ordinary course of business;

(14)

the sale of Equity Interests of a Restricted Subsidiary issued as consideration for the acquisition, including by way of merger, of Capital Stock, assets, or property of any Person primarily engaged in a Permitted Business, provided that such transaction is otherwise permitted pursuant to the Indenture; and

(15)

abandoning, failing to maintain, allowing to lapse or otherwise Disposing of intellectual property rights that are not material to the conduct of the business of the Company and the Restricted Subsidiaries, taken as a whole.

“Attributable Indebtedness” in respect of a Sale and Lease-Back Transaction means, at the time any determination is to be made, the present value (discounted according to GAAP at the cost of indebtedness implied in the lease; provided that if such discount rate cannot be determined in accordance with GAAP, the present value shall be discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such

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Sale and Lease-Back Transaction (including any period for which such lease has been extended); provided that if such Sale and Lease-Back Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Bankruptcy Law” means Title 11 of the United States Code, as may be amended from time to time, or any similar federal, state or foreign law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” ​(as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have corresponding meanings.

“Board of Directors” means:

(1)

with respect to a corporation or company, the board of directors of the corporation or company or any committee thereof duly authorized to act on behalf of such board of directors;

(2)

with respect to a partnership, the Board of Directors (or other managing body) of the general partner of the partnership;

(3)

with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or the manager or any committee of managers; and

(4)

with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in New York, New York, London, United Kingdom or any place of payment under the Indenture are authorized or required by law to close.

“Calculation Principles” means, with respect to calculations under the Indenture for any period, the following principles:

(1)

if the Company or any of the Restricted Subsidiaries has Incurred any Indebtedness since the beginning of such period that remains outstanding on the date a determination under the Indenture to which the Calculation Principles apply is to be made, or if the transaction giving rise to the need to make such determination is an Incurrence of Indebtedness, or both (in each case other than working capital borrowings under a revolving credit facility), Consolidated Cash Flow, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period;

(2)

if the Company or any of the Restricted Subsidiaries has repaid, repurchased, defeased, converted or otherwise discharged any Indebtedness since the beginning of such period that is no longer outstanding on such date of determination, or if any Indebtedness is to be repaid, repurchased, defeased, converted or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and the related commitment has been terminated) on the date of the transaction giving rise to the occasion to apply the Calculation Principles, Consolidated Cash Flow, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such repayment, repurchase, defeasance, conversion or discharge had occurred on the first day of such period;

(3)

if, since the beginning of such period, the Company or any Restricted Subsidiary shall have made any Asset Sale, Consolidated Cash Flow and Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated Cash Flow or Consolidated EBITDA, as the case may be (in each case, if positive), directly attributable to the assets that are the subject of such Asset Sale

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for such period, or increased by an amount equal to the Consolidated Cash Flow (if negative) directly attributable thereto for such period;

(4)

if, since the beginning of such period, any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period shall have made any Asset Sale, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) above or clause (7) or (8) below if made by the Company or a Restricted Subsidiary during such period, Consolidated Cash Flow, Consolidated EBITDA, Consolidated Fixed Charges and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Sale, Investment or acquisition had occurred on the first day of such period;

(5)

if, since the beginning of such period, any Person was designated as an Unrestricted Subsidiary or redesignated as or otherwise became a Restricted Subsidiary, Consolidated Cash Flow, Consolidated EBITDA, Consolidated Fixed Charges and Consolidated Interest Expense shall be calculated as if such event had occurred on the first day of such period;

(6)

Consolidated Cash Flow, Consolidated EBITDA, Consolidated Fixed Charges and Consolidated Interest Expense of discontinued operations recorded on or after the date such operations are classified as discontinued in accordance with GAAP shall be excluded;

(7)

if, since the beginning of such period, (i) by merger or otherwise, any Person becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary or there is otherwise an Investment into the Company or any Restricted Subsidiary, or (ii) the Company or any Restricted Subsidiary shall have made an Investment, acquired a Qualified Vessel, sold, transferred or otherwise disposed of a Vessel, or acquired, sold, transferred or otherwise disposed of assets constituting all or substantially all of an operating unit of a business, Consolidated Cash Flow, Consolidated EBITDA, Consolidated Fixed Charges and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto, as determined in good faith by a Financial Officer of the Company (including, without limitation, the Incurrence of any Indebtedness) as if such merger, Investment, acquisition, sale, transfer or other disposition had occurred on the first day of such period; and

(8)

if the Company or any Restricted Subsidiary shall have entered into an agreement to acquire a Qualified Vessel or to sell, transfer or otherwise dispose of a Vessel, in each case that is scheduled for delivery no later than the date that is one year from the time of calculation, then Consolidated Cash Flow, Consolidated EBITDA, Consolidated Fixed Charges and Consolidated Interest Expense for such period shall be calculated giving pro forma effect to the delivery of such acquired Qualified Vessel or such sold, transferred or otherwise disposed of Vessel as of the first day of such period.

Any pro forma calculations giving effect to the acquisition of a Qualified Vessel or sale, transfer or other disposition of a Vessel or to a committed construction contract with respect to a Qualified Vessel shall be made as follows:

(a)

the amount of Consolidated Cash Flow, Consolidated EBITDA and Consolidated Fixed Charges attributable to such Qualified Vessel or Vessel shall be calculated in good faith by a Financial Officer of the Company;

(b)

in the case of Consolidated Cash Flow and Consolidated EBITDA under a Qualified Services Contract, the Consolidated Cash Flow and Consolidated EBITDA shall be based on revenues actually earned pursuant to the Qualified Services Contract relating to such Qualified Vessels or Vessels, and shall take into account, where applicable, only actual expenses Incurred without duplication in any measurement period;

(c)

with respect to any Qualified Vessels, the amount of Consolidated Cash Flow and Consolidated EBITDA shall be the lesser of the Consolidated Cash Flow or Consolidated EBITDA, as the case may be, derived on a pro forma basis from revenues for (i) the first full year of the Qualified

88

Services Contract and (ii) the average of the Consolidated Cash Flow or Consolidated EBITDA, as the case may be, of each year of such Qualified Services Contract for the term of the Qualified Services Contract; and

(d)

with respect to any expenses attributable to a Qualified Vessel or Vessel, if the actual expenses differ from the estimate, the actual amount shall be used in such calculation.

“Capital Expenditures” means expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements, replacements, substitutions or additions thereto that have a useful life of more than one year and that are capitalized in accordance with GAAP.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP as in effect on the Issue Date, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty; provided that in no event will any lease that would have been categorized as an operating lease as determined in accordance with GAAP as of the Issue Date be considered a capital lease, regardless of any change in GAAP following the Issue Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as a capital lease.

“Capital Stock” means:

(1)

in the case of a corporation or company, corporate stock or shares;

(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)

in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1)

securities issued or directly and fully guaranteed or insured by the government of the United States or any other country whose sovereign debt has a rating of at least A3 from Moody’s and at least A- from S&P or any agency or instrumentality thereof having maturities of not more than 12 months from the date of acquisition;

(2)

certificates of deposit, demand deposits and Eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank organized under the laws of any country that is a member of the Organization for Economic Cooperation and Development having capital and surplus in excess of $500 million (or the equivalent thereof in any other currency or currency unit);

(3)

marketable general obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof, having a credit rating of “A” or better from either S&P or Moody’s;

(4)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (1), (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (2) above;

(5)

commercial paper having a rating not less than “P1” from Moody’s or “A1” from S&P, or carrying

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an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings or investments, and, in each case, maturing within one year after the date of acquisition;

(6)

money market funds that comply with SEC rules applicable to all money market funds, including Rule 2a-7 under the Investment Company Act of 1940, that have a rating of AAA by Moody’s, S&P or Fitch, and that have portfolio assets of at least $1,000,000,000;

(7)

in the case of the Company or any Subsidiary of the Company organized or having its principal place of business outside the United States, investments denominated in the currency of the jurisdiction in which such Person is organized or has its principal place of business or conducts business which are similar to the items specified in clauses (1) through (6) of this definition; and

(8)

investments in Foreign Deposit Accounts and cash management obligations maintained at one of the three largest banks in the jurisdiction in which the Company or any Restricted Subsidiary maintains its local office.

“Cash Management Arrangement” means with respect to any Person, any obligations of such person in respect of treasury management arrangements including any of the following products, services or facilities: (a) demand deposit or operating account relationships or other cash management services including, without limitation, any services provided in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, zero balance accounts, including automated clearinghouse fund transfer services, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, automated clearinghouse transactions, return items, overdrafts, interstate depository network services, lockbox and stop payment services; and (b) treasury management line of credit, commercial card, merchant card services, purchase or debit cards, including, without limitation, stored value cards and non-card e-payables services.

“Cash Management Obligations” means obligations with respect to any Cash Management Arrangement.

“Change of Control” means the occurrence of any of the following:

(1)

the direct or indirect sale, assignment, transfer, conveyance or other disposition (other than by means of amalgamation, merger or consolidation and other than operating leases arising as a result of a Drilling Contract or Internal Charter entered into in the ordinary course of business), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and the Restricted Subsidiaries, taken as a whole, to any “person” ​(as that term is used in Section 13(d) of the Exchange Act);

(2)

the Company is liquidated or dissolved, or a plan relating to the liquidation or dissolution of the Company is adopted; or

(3)

the consummation of any transaction or any series of transactions (including, without limitation, any amalgamation, merger, consolidation or other business combination), the result of which is that any Person (including any “person” ​(as defined above)), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares.

Notwithstanding the foregoing, the following shall be deemed not to be a Change of Control,

(x)    a transaction or series of related transactions as to which the Company delivers to the Trustee an opinion from an Independent Financial Advisor stating that following such transaction or transactions, the aggregate fair market value of the Collateral will equal at least 200% of the then outstanding aggregate Obligations under the Notes, and

(y)   transactions pursuant to which assets of the Company and any of its Subsidiaries are exchanged with another strategic purchaser for Related Business Assets whose fair market value is reasonably equivalent to the exchanged assets as evidenced by an opinion from an Independent Financial Advisor delivered to the Trustee;

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provided that any transaction or series of transactions described in clause (x) or (y) above shall be deemed to be a Change of Control if (I) the Guarantees and the Collateral are materially and adversely affected by such transaction or series of transactions; or (II) in the case of an amalgamation, consolidation, merger or sale, or assignment, transfer, conveyance or otherwise disposition of all or substantially all of the properties or assets of the Company, such transaction does not comply with the provisions described under “— Certain Covenants — Merger, Consolidation, or Sale of Assets.”

“Collateral Agency Agreement” means that certain Collateral Agency Agreement, dated as of the Issue Date, among the Company, as a grantor, the Guarantors and other grantors from time to time party thereto, the Trustee, as the First Lien Representative of the Holders, and the other First Lien Representatives from time to time party thereto, and the First Lien Collateral Agent, as the same may be amended, supplemented, restated, renewed, replaced or otherwise modified from time to time in accordance with the terms thereof.

“Collateral Documents” means, collectively, any Security Agreement, each Mortgage, the Vessel Security Agreement, the Intercreditor Agreement, the Collateral Agency Agreement, and each other instrument, document or agreement, including any assignment, security document or Pledge Agreement, creating Liens in favor of the First Lien Collateral Agent as required by the Indenture, any of the Collateral Documents or the Intercreditor Agreement, in each case, as the same may be in effect from time to time.

“Consolidated Cash Flow” means, with respect to any period, the Consolidated Net Income of the Company for such period plus, without duplication:

(1)

provision for taxes based on income or profits of the Company and the Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2)

Consolidated Interest Expense of the Company and the Restricted Subsidiaries for such period to the extent that such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus

(3)

depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of the Company and the Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(4)

non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated EBITDA” means, with respect to any specified Person for any period without duplication, the sum of Consolidated Net Income, plus in each case to the extent deducted in computing Consolidated Net Income for such period:

(1)

provision for taxes based on income, profits or capital of such Person and its Restricted Subsidiaries for such period; plus

(2)

the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period; plus

(3)

any expenses, charges or other costs related to any equity offering, acquisition (including amounts paid in connection with the acquisition or retention of one or more individuals comprising part of a management team retained to manage the acquired business; provided that such payments are made at the time of such acquisition and are consistent with the customary practice in the industry at the time of such acquisition), Joint Venture, disposition, recapitalization, Indebtedness permitted to be incurred by the Indenture, or the refinancing of any other Indebtedness of such Person or any of its Restricted Subsidiaries (whether or not successful); plus

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(4)

depreciation, amortization (including, without limitation, amortization of intangibles and deferred financing fees), and other non-cash expenses (including without limitation write-downs and impairment of property, plant, equipment and intangibles and other long-lived assets and the impact of purchase accounting on such Person and its Restricted Subsidiaries for such period), but excluding any non-cash items for which a future cash payment will be required and for which an accrual or reserve is required by GAAP to be made; plus

(5)

the minority interest expense consisting of subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary in such period or any prior period, except to the extent of dividends declared or paid on Capital Stock held by third parties; plus

(6)

any charge (or minus any income) attributable to a post-employment benefit scheme other than the current service costs attributable to the scheme; minus

(7)

non-cash items increasing such Consolidated Net Income for such period, other than (i) any items which represent the reversal in such period of any accrual of, or cash reserve for, anticipated charges in any prior period where such accrual or reserve is no longer required; or (ii) items related to percentage of completion accounting;

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (i) Consolidated Cash Flow for the Company’s most recently completed four quarter period for which internal financial statements are available to (ii) Consolidated Fixed Charges of the Company and the Restricted Subsidiaries for such period, subject to the Calculation Principles.

“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1)

the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, and

(2)

all Capital Expenditures (if a positive number) made by such Person and its Restricted Subsidiaries during such period.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1)

the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of original issue discount, non-cash interest payments (including PIK interest), the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Indebtedness, commissions, discounts and other fees and charges Incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to interest rate Hedging Obligations, but excluding:

(a)

amortization of debt issuance costs; and

(b)

any nonrecurring charges relating to any premium or penalty paid, write-off of deferred finance costs or original issue discount or other charges in connection with redeeming or otherwise retiring any Indebtedness prior to its Stated Maturity, to the extent that any of such nonrecurring charges constitute interest expense;

(2)

the consolidated interest expense of such Person and any Restricted Subsidiaries that was capitalized during such period; and

(3)

all dividends, whether paid or accrued and whether or not in cash, in respect of any Preferred Stock of any Restricted Subsidiary or any Disqualified Stock of the Company or any Restricted Subsidiary, other than (x) dividends payable solely in Equity Interests (other than Disqualified Stock) and (y) dividends payable to the Company or any Restricted Subsidiary.

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“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that:

(1)

the Net Income (but not loss) of any Person that is not a wholly owned Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the specified Person during such period;

(2)

[reserved];

(3)

the cumulative effect of a change in accounting principles will be excluded;

(4)

non-cash gains and losses due solely to fluctuations in currency values will be excluded;

(5)

in the case of a successor to the referenced Person by consolidation or merger or as a transferee of the referenced Person’s assets, any earnings (or losses) of the successor corporation prior to such consolidation, merger or transfer of assets will be excluded;

(6)

the transaction gain (or loss) in relation to any acquisition that is consummated after the Issue Date will be excluded;

(7)

any unrealized gain (or loss) in respect of Hedging Obligations will be excluded; and

(8)

non-cash charges or expenses with respect to the grant of stock options, restricted stock or other equity compensation awards will be excluded.

“Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of (i) the aggregate amount of Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries as of such date (determined on a combined, consolidated basis in accordance with GAAP) that is secured by a Lien to (ii) Consolidated EBITDA of the Company for the most recently completed four quarter period for which internal financial statements of the Company are available as of such date, subject to the Calculation Principles.

“Consolidated Total Indebtedness” means, with respect to any Person as of any date of determination, the sum, without duplication, of:

(1)

the total amount of Indebtedness (other than Hedging Obligations) consisting of Capitalized Lease Obligations and Indebtedness for borrowed money of such Person and its Restricted Subsidiaries outstanding on such date, plus

(2)

the aggregate liquidation value of all Disqualified Stock of such Person and all Preferred Stock of the Restricted Subsidiaries of such Person,

in each case, determined on a consolidated basis in accordance with GAAP.

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (i) the aggregate amount of Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries as of such date (determined on a combined, consolidated basis in accordance with GAAP) to (ii) Consolidated EBITDA of the Company for the most recently completed four quarter period for which internal financial statements of the Company are available as of such date, subject to the Calculation Principles.

“Corporate Trust Office of the Trustee” means the office of the Trustee in the United States at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 500 Delaware Avenue, Wilmington, Delaware, 19801, Attention: Corporate Trust Administration, or such other address in the United States as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office in the United States of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company).

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“Custodian” means any receiver, trustee, assignee, liquidator, provisional liquidator, provisional supervisor, administrator, compulsory manager, administrative receiver, sequestrator or similar official under any Bankruptcy Law.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Discretionary Guarantor” means each Immaterial Subsidiary of the Company, if any, that elects to provide a Guarantee.

“Disposition” means the sale, transfer, license, lease, assignment, conveyance, exchange, alienation or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a division or otherwise) of any property by any Person (including any Sale-Leaseback Transaction) and any issuance of Capital Stock by a direct Subsidiary of such Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. The terms “Disposal,” “Dispose” and “Disposed of” have the correlative meaning thereto.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable (in each case other than in exchange for or conversion into Capital Stock that is not Disqualified Stock), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase or redeem such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the provisions described under “— Certain Covenants — Limitation on Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the Indenture will be the maximum amount that the Company and the Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock.

“Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. dollars, at any time of determination thereof by the Company, the amount of U.S. dollars obtained by converting such other currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with such other currency as published in the “Currency Rates” section of the Financial Times entitled “Currencies, Bonds & Interest Rates” ​(or, if the Financial Times is no longer published, or if such information is no longer available in the Financial Times, such source as may be selected in good faith by the Company) on the date of such determination. Except as expressly provided otherwise, whenever it is necessary to determine whether the Company or any of the Restricted Subsidiaries has complied with any covenant or other provision in the Indenture or if there has occurred an Event of Default and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the Dollar Equivalent determined as of the date such amount is initially determined in such non-dollar currency.

“Drilling Contract” means any drilling contract in respect of any Vessel or other contract for the use or hire of any Vessel, including charters, bareboat charters, sub-charters, pool agreements, leases and other contracts of employment (except Internal Charters).

“DS-13” means the vessel, expected to be named “ATWOOD ARCHER,” which as of the date hereof is under construction pursuant to that certain Contract for the Construction and Sale of Drillship dated September 2012 between Alpha Admiral Company and Daewoo Shipbuilding & Marine Engineering Co., Ltd.

“DS-14” means the vessel, expected to be name “ATWOOD ADMIRAL,” which as of the date hereof is under construction pursuant to that certain Contract for the Construction and Sale of Drillship dated June 24, 2013 between Alpha Admiral Company and Daewoo Shipbuilding & Marine Engineering Co., Ltd.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security or loan that is convertible into, or exchangeable for, Capital Stock).

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“Equity Offering” means a public or private offering of Capital Stock (other than Disqualified Stock) of the Company, or any parent thereof, made for cash on a primary basis by the Company, or any parent thereof, after the Issue Date, other than (1) public offerings with respect to the Company’s, or any parent thereof, common stock registered on Form S-8 and (2) issuances to any Subsidiary of the Company, or any parent thereof.

“Euroclear” means the Euroclear System or any successor securities clearing agency.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

“Excluded Accounts” means (a) deposit accounts specially and exclusively used in the ordinary course of business for payroll, payroll taxes and other employee wage and benefit payments (or the equivalent thereof in non-U.S. jurisdictions) to or for the benefit of the Company and any of its Subsidiaries’ salaried employees, which accounts are funded only in the ordinary course of business, (b) pension fund accounts, 401(k) accounts and trust accounts (or the equivalent thereof in non-U.S. jurisdictions), (c) withholding tax and other tax accounts (including sales tax accounts), fiduciary accounts, trust accounts, escrow accounts, and other accounts, in each case, in which the Company or any Subsidiary holds funds on behalf of any third party, (d) accounts (which may be subject to an account control agreement (or equivalent)) that hold cash collateral to secure letters of credit issued in connection with regulatory, tax or customs liabilities or contract performance, and (e) deposit accounts subject to a deposit account control agreement (or equivalent) pursuant to a cash collateralized letter of credit facility that is permitted under the Indenture; provided that the aggregate amount of cash held in all deposit accounts referred to in this clause (e) shall at no time exceed $25 million.

“Excluded Property” means:

(1)

the ARO JV Related Assets if and to the extent any restrictions on assignments and/or the creation of Liens with respect thereto remain outstanding;

(2)

to the extent that the Company is not able, using its commercially reasonable efforts, to obtain any consent necessary to grant the First Lien Collateral Agent a Lien on the same, the Other JV Related Assets;

(3)

any motor vehicles and other assets (other than, for the avoidance of doubt, Vessels and any associated equipment) subject to certificates of title;

(4)

rental equipment the title to which is held by a third party (but, for the avoidance of doubt, rights in respect of or arising in connection with any rental equipment agreement for such rental equipment that does not constitute Excluded Property under another clause of this definition shall not constitute Excluded Property);

(5)

all commercial tort claims equal to or less than $7,500,000;

(6)

any accounts, contracts, licenses or other general intangibles, or any permits, instruments, promissory notes or chattel paper, if and to the extent such account, contract, license, general intangible, permit, instrument, promissory note or chattel paper contains restrictions on assignments and/or the creation of Liens, or under which such an assignment or Lien would cause a default to occur under, or a termination pursuant to the terms of, such account, contract, license, general intangible, permit, instrument, promissory note or chattel paper (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of Article 9 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity); provided that (i) immediately upon the ineffectiveness, invalidity, lapse or termination of any such provisions, such accounts, contracts, licenses, general intangibles, permits, instruments, promissory notes or chattel paper, as applicable, shall no longer constitute Excluded Property, and (ii) the assignment of the proceeds of such accounts, contracts, licenses, general intangibles, permits, instruments, promissory notes or chattel paper and receivables thereof is expressly deemed effective under the UCC (or similar provisions under applicable foreign law) notwithstanding any prohibition or restriction referred to above;

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(7)

any governmental licenses or state or local franchises, charters and authorizations, to the extent a security interest in any such license, franchise, charter or authorization is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the UCC (or similar provisions under applicable foreign law), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC (or similar provisions under applicable foreign law) notwithstanding such prohibition or restriction;

(8)

any particular asset, if the pledge thereof or the security interest therein is prohibited by applicable law (including the requirement to obtain the consent of any governmental authority or third party (other than a Grantor) to the extent such consent has not been obtained after giving effect to the applicable anti-assignment provisions of the UCC (or similar provisions under applicable foreign law), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC (or similar provisions under applicable foreign law) notwithstanding such prohibition or restriction);

(9)

(i) Equity Interests in Restricted Subsidiaries that are subject to Liens that secure only Indebtedness (including Permitted Refinancing Indebtedness in respect thereof) Incurred pursuant to clause (19)(i) of Permitted Debt and (ii) other property and assets owned by such Restricted Subsidiaries that are used in the operation, maintenance or repair of assets acquired with the proceeds of such Indebtedness, or which are incidental thereto; provided that such Restricted Subsidiaries do not own any assets that are not Excluded Property (including, for the avoidance of doubt, Excluded Property referred to in this clause (ii));

(10)

margin stock;

(11)

any lease, license or agreement or any property subject to a purchase money security interest or similar arrangement, in each case entered into in accordance with or otherwise permitted under the Indenture and to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto after giving effect to the applicable anti-assignment provisions of the UCC (or similar provisions under applicable foreign law), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC (or similar provisions under applicable foreign law) notwithstanding such violation or invalidation; provided that immediately upon the ineffectiveness, invalidity, lapse or termination of any relevant provisions, such lease, license, agreement or property, as applicable, shall no longer constitute Excluded Property;

(12)

any assets (other than Vessels) to the extent a security interest in such assets would result in material adverse tax consequences to the Company or any of its direct or indirect Subsidiaries, as reasonably determined by the Company;

(13)

letter of credit rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection of the security interest in such other Collateral may be accomplished by the filing of a UCC financing statement (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement);

(14)

any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law;

(15)

any Excluded Accounts and any funds and other property held in or maintained in any such accounts;

(16)

any (A) leasehold real property and (B) any fee simple real property (owned in fee) with a Fair Market Value equal to or less than $10,000,000;

(17)

any other assets mutually agreed by the Company and the First Lien Collateral Agent;

(18)

Excluded Vessels; and

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(19)

any and all proceeds of any of the Excluded Property to the extent constituting Excluded Property described in clauses (1) through (18) above, but expressly excluding any and all proceeds of any of the Excluded Property that are not themselves Excluded Property.

“Excluded Subsidiary” means:

(1)

any Subsidiary with respect to which, and only for so long as, the provision of a Guarantee of the Obligations by such Subsidiary would be prohibited or restricted by: (i) any governmental authority with authority over such Subsidiary, (ii) applicable law or regulation or analogous restriction, including general statutory limitations, “thin capitalization” rules, fraudulent preference, fraudulent conveyance, illegality, criminal liability, personal liability of any officer or directors (or equivalent) and analogous principles that would restrict a Restricted Subsidiary from providing a Guarantee, or such Subsidiary’s Guarantee would result in substantial risk to the officers or directors (or equivalent) of such Subsidiary of civil or criminal liability, or (iii) contractual restrictions not entered into in contemplation of such Subsidiary providing a Guarantee (and not entered into in contemplation of, or following entry of, the Indenture); provided that the Company or applicable Subsidiary shall use its commercially reasonable efforts to obtain any relevant governmental consent or other authority that would permit such Subsidiary to become a Guarantor, to mitigate any risk of liability in connection therewith or to lift any such contractual restriction;

(2)

(i) any non-wholly owned Subsidiary that is a Joint Venture (provided that no Subsidiary that is wholly owned at any time shall be or be deemed to be an “Excluded Subsidiary” pursuant to this clause (2)(i) solely because a portion (but not all) of the Capital Stock in such Subsidiary is sold or otherwise transferred to any Person that is not the Company or a Guarantor, and, notwithstanding such sale or other transfer of a portion (but not all) of the Capital Stock in such Subsidiary, such Subsidiary shall remain a Guarantor to the extent it does not otherwise constitute an Excluded Subsidiary); (ii) any Unrestricted Subsidiary; and (iii) any Immaterial Subsidiary;

(3)

(i) any wholly owned Restricted Subsidiary acquired with pre-existing Indebtedness (or any Permitted Refinancing Indebtedness in respect thereof) (to the extent not created in contemplation of such acquisition), the terms of which prohibit the provision of a Guarantee of the Obligations by such Restricted Subsidiary, and (ii) any wholly owned Restricted Subsidiary that has incurred Indebtedness (or any Permitted Refinancing Indebtedness in respect thereof) permitted by the Indenture in order to finance the acquisition of a Vessel, directly or indirectly, the terms of which prohibit the provision of a Guarantee of the Obligations by such Restricted Subsidiary; in each case of clause (1) and (2) only for so long as such Indebtedness (or any Permitted Refinancing Indebtedness in respect thereof) remains outstanding; and

(4)

(i) the ARO JV Shareholder and (ii) any Restricted Subsidiary that is the direct owner of an interest in any Joint Venture if, notwithstanding its use of commercially reasonable efforts to obtain the same, such Restricted Subsidiary has not obtained any consent necessary to provide a Guarantee; provided that, in each case, the direct parent of the ARO JV Shareholder or any such Restricted Subsidiary that is the direct owner of an interest in a Joint Venture (so long as such Restricted Subsidiary is not otherwise excluded pursuant to the terms of clause (1) through (3) of this definition) provides a Guarantee.

“Excluded Vessels” means:

(1)

the DS-13 and the DS-14 (in each case only until the relevant Vessel is delivered to the Company or any of its Restricted Subsidiaries, unless such Vessel constitutes an Excluded Vessel at the time of such delivery pursuant to a different clause of this definition);

(2)

the ENSCO DS-10 (IMO No. 9698666), ENSCO 110 (IMO No. 9692404), Rowan Stavanger (IMO No. 8769793) and Rowan Norway (IMO No. 8770077) (in each case, only for so long as such Vessel is subject to an existing (or the modification or extension of an existing) Drilling Contract that prohibits encumbrances on such Vessel);

(3)

up to two Other Vessels to be identified for the purposes of 20K Contracts in each case, only for so long as such Other Vessels are subject to an existing (or the modification or extension of an

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existing) Drilling Contract or preliminary bid or award agreement that prohibits encumbrances on such Other Vessels and the Company is not able, using its commercially reasonable efforts, to obtain the consent of its counterparty to such Drilling Contract or agreement to the pledge of such Other Vessels to secure the First Lien Obligations;

(4)

each Vessel that is purchased, acquired or constructed with the proceeds of Indebtedness (including Permitted Refinancing Indebtedness in respect thereof) permitted under the Indenture, and pledged in accordance with the Indenture to secure such Indebtedness, if and so long as such Indebtedness prohibits the pledge of the Vessel to secure the First Lien Obligations;

(5)

no more than two Vessels, each of which is improved, repaired, renovated or upgraded with the proceeds of Indebtedness that has an initial aggregate principal amount of at least $10 million (including Permitted Refinancing Indebtedness in respect thereof), which Indebtedness is otherwise permitted under the Indenture, and pledged in accordance with the Indenture to secure such Indebtedness, if and so long as (i) such Indebtedness is outstanding, (ii) the Company is not able, using its commercially reasonable efforts, to limit the Lien on such Vessels to the relevant improvements, repairs, renovations and upgrades, and (iii) the lenders of such Indebtedness have required the release of the Lien of the First Lien Collateral Agent as a condition for providing such financing and the Company is not able, using its commercially reasonable efforts, to obtain the consent of such lenders to such Lien of the First Lien Collateral Agent becoming a second lien on the relevant Vessel;

(6)

Other Vessels not required to be subject to a Vessel Mortgage pursuant to the terms of the Indenture as certified by the Company in an Officers’ Certificate delivered to the Trustee and the First Lien Collateral Agent;

(7)

any Other Vessel contributed or otherwise transferred to the Unrestricted Floater Subsidiary pursuant to the Floater Restructuring Transaction or clause (18) of the definition of Permitted Investments;

(8)

any Vessel contributed to a Joint Venture pursuant to clause (13) of the definition of Permitted Investments; and

(9)

any Other Vessel that is subject to a Drilling Contract, provided that (i) the Drilling Contract is entered into in the ordinary course and consistent with past practice, (ii) such counterparty has required the release of the Lien of the First Lien Collateral Agent as a condition for entering into the Drilling Contract and the Company is not able, using its commercially reasonable efforts, to obtain the consent of such counterparty to the pledge of such Other Vessel to secure the First Lien Obligations, and (iii) the Board has approved such Drilling Contract and the release of such Lien.

“Fair Market Value” means the value that would be paid by an informed and willing buyer to an unaffiliated, informed and willing seller in a transaction not involving distress or necessity of either party, as determined in good faith by a Financial Officer of the Company, or, solely with respect to such values in excess of $20 million, the Board of Directors of the Company (unless otherwise provided in the Indenture), and in all cases where relevant, appropriately discounting the value of any idle Vessel based on the length and nature of its inactivity.

“Financial Officer” means, with respect to any Person, the chief executive officer, chief financial officer, chief accounting officer or treasurer of such Person.

“First Lien” means a Lien granted by the Company or any other Guarantor in favor of the First Lien Collateral Agent, at any time, upon any property of the Company or such other Guarantor to secure First Lien Obligations.

“First Lien Cash Management Obligations” means Cash Management Obligations owed to any provider or arranger of, or agent with respect to, any First Lien Debt to the extent secured by First Liens.

“First Lien Collateral Agent” means Wilmington Savings Fund Society, FSB, in its capacity as collateral agent and/or security trustee under the Indenture and the Collateral Documents, and its successors and permitted assigns in such capacity.

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“First Lien Debt” means (a) the Notes issued on the date of the Indenture and any PIK Notes and the related Guarantees thereof and (b) any other Indebtedness incurred under clause (3)(a) of Permitted Debt secured by a Lien on Collateral that is pari passu with the Liens securing the Notes and that is permitted to be incurred and so secured under the Note Documents (including any Additional Notes); provided that:

(1)

on or prior to the date of incurrence of such Indebtedness by the Company or any Guarantor, such Indebtedness (other than the Notes (including any Additional Notes)) is designated by the Company, in an Officers’ Certificate delivered to each First Lien Representative and the First Lien Collateral Agent, as “First Lien Debt” for the purposes of the First Lien Documents, and

(2)

a First Lien Representative is designated with respect to such Indebtedness (other than the Notes (including any Additional Notes)) and executes and delivers to the First Lien Collateral Agent (i) an Additional Secured Debt Designation on behalf of itself and all holders of such Indebtedness and (ii) a joinder to the Collateral Agency Agreement on behalf of itself and all holders of such Indebtedness.

“First Lien Debt Default” means any “Event of Default” as defined under any First Lien Document or any similar event or condition set forth in any other First Lien Document that causes, or permits holders of the applicable Series of First Lien Debt outstanding thereunder (with or without the giving of notice or lapse of time, or both, and whether or not notice has been given or time has lapsed) to cause the First Lien Debt outstanding thereunder to become immediately due and payable.

“First Lien Documents” means the Note Documents and any additional indenture, credit agreement or other agreement pursuant to which any other First Lien Debt is incurred and secured in accordance with the terms of each applicable First Lien Document and the Collateral Documents related thereto.

“First Lien Hedging Obligations” means Hedging Obligations owed to any provider or arranger of, or agent with respect to, any First Lien Debt to the extent secured by First Liens.

“First Lien Obligations” means all First Lien Debt and all other Obligations in respect thereof (including Notes Obligations, First Lien Hedging Obligations and First Lien Cash Management Obligations).

“First Lien Representative” means (i) in the case of the Notes, the Trustee, and (ii) in the case of any other First Lien Obligations, the trustee, administrative agent, collateral agent, security agent or similar agent that is named as the First Lien Representative in respect of such First Lien Obligations in the applicable joinder agreement to the Intercreditor Agreement (each, in the case of this clause (ii), together with its successors and assigns in such capacity, an “Additional First Lien Representative”).

“First Lien Secured Parties” means, at any time, the First Lien Agent, each noteholder under the Indenture, each secured party (or a party entitled to the benefits of the security) under any other First Lien Document, the beneficiaries of each indemnification obligation undertaken by any Grantor under any First Lien Document, each other Person that provides letters of credit, guaranties or other credit support related thereto under any First Lien Document and each other holder of, or oblige in respect of, any First Lien Obligations (including pursuant to a First Lien Substitute Credit Facility), in each case to the extent designated as a secured party (or a party entitled to the benefits of the security) under any First Lien Document outstanding at such time.

“Fitch” means Fitch Ratings Inc. and any successor to its rating agency business.

“Foreign Deposit Account” means any account opened to (i) satisfy the requirement of any local law, statute, rule or regulation or the requirements of any contract or (ii) establish a subsidiary or a local branch office in any jurisdiction.

“GAAP” means generally accepted accounting principles set forth in the Accounting Standards Codification of the Financial Accounting Standards Board (or successor codifications, opinions, pronouncements or statements thereto) in the United States, which are in effect from time to time.

“Global Intercompany Note” means that certain Global Intercompany Note entered into by the Company and certain of its Subsidiaries and Joint Ventures as lenders and certain of its Subsidiaries and Joint Ventures

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as borrowers, pursuant to which each borrower agrees to repay any intercompany claims owed by it to the applicable lender(s), as the same may be amended, supplemented, restated, renewed, replaced or otherwise modified from time to time.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any inter-governmental or supra-national bodies such as the European Union or the European Central Bank).

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America and the payment for which the United States pledges its full faith and credit, including U.S. Treasury strips.

“guarantee” means a guarantee other than by endorsement of negotiable instrument for collection in the ordinary course of business, direct or indirect, in any manner, including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement obligations in respect thereof, of all or any part of any Indebtedness or other Obligations.

“Guarantee” means a guarantee of the Notes Obligations granted pursuant to the provisions of the Indenture.

“Guarantor” means each Required Guarantor and each Discretionary Guarantor.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)

interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements designed to protect the Person or any of its Restricted Subsidiaries entering into the agreement against, or manage exposure to, fluctuations in interest rates, or to otherwise reduce the cost of borrowing of such Person or any of such Restricted Subsidiaries, with respect to Indebtedness Incurred;

(2)

foreign exchange contracts and currency protection agreements designed to protect the Person or any of its Restricted Subsidiaries entering into the agreement against, or manage exposure to, fluctuations in currency exchanges rates;

(3)

any commodity futures contract, commodity swap, commodity option, commodity forward sale or other similar agreement or arrangement designed to protect against, or manage exposure to, fluctuations in the price of commodities used by that Person or any of its Restricted Subsidiaries at the time; and

(4)

other agreements or arrangements designed to protect such Person or any of its Restricted Subsidiaries against, or manage exposure to, fluctuations in interest rates, commodity prices or currency exchange rates.

“Holder” means a Person in whose name a Note is registered.

“Immaterial Subsidiary” means any Restricted Subsidiary which, as of the last day of the most recent recently completed four quarter period for which internal financial statements are available, both (a) contributed less than the Applicable Materiality Percentage of Consolidated EBITDA of the Company for such period and (b) contributed less than the Applicable Materiality Percentage of the Total Assets as of the last day of such period; provided that as of such day, the combined (i) Consolidated EBITDA attributable to all Immaterial Subsidiaries for such four quarter period shall not exceed 3.0% of Consolidated EBITDA of the Company for such period and (ii) Total Assets of all Immaterial Subsidiaries shall not exceed 3.0% of the Total Assets as of the last day of such period, in each case, as determined in accordance with GAAP (each of Consolidated EBITDA and Total Assets to be determined after eliminating intercompany obligations); provided further that no Restricted Subsidiary shall be an Immaterial Subsidiary if such Restricted Subsidiary (1) owns and/or charters a Vessel, (2) has any direct or indirect Subsidiary that owns and/or charters a Vessel, (3) has any direct or indirect Subsidiary that owns Equity Interests in a

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Joint Venture that owns and/or charters a Vessel, (4) owns any Indebtedness for borrowed money of any owner and/or charterer of any Vessel, (5) is party to any Drilling Contract or is entitled to receive earnings thereunder, or (6) is integral to the operation or maintenance of one or more Vessels.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1)

in respect of borrowed money;

(2)

evidenced by bonds, notes, debentures or similar instruments;

(3)

representing reimbursement obligations in respect of letters of credit, bankers’ acceptances or other similar instruments, other than such reimbursement obligations that relate to trade payables or other obligations that are not themselves Indebtedness, in each case, that were entered into in the ordinary course of business of such Person to the extent such reimbursement obligations are satisfied within 10 Business Days following payment on the letter of credit, bankers’ acceptance or similar instrument;

(4)

representing Capital Lease Obligations of such Person;

(5)

representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed;

(6)

representing Hedging Obligations of such Person; or

(7)

representing Attributable Indebtedness of such Person in respect of Sale and Lease-Back Transactions, if and to the extent any of the preceding items (other than letters of credit, Hedging Obligations and Attributable Indebtedness) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.

Notwithstanding the foregoing, “Indebtedness” shall not include trade payables and accrued expenses (or intercompany reimbursement obligations in respect thereof) arising in the ordinary course of business, deferred taxes, obligations assumed or liabilities incurred under any Drilling Contract, Internal Charter, stacking agreements or other forms of service agreement in the ordinary course of business (e.g., bid bonds and performance guaranties), prepayments for property or services under any Drilling Contract, Internal Charter, stacking agreements or other forms of service agreement in the ordinary course of business or any indebtedness with respect to which cash or cash equivalents in an amount sufficient to repay in full the principal and accrued interest on such indebtedness has been escrowed with the trustee or other depository for the benefit of the holders in respect of such indebtedness but only to the extent the foregoing constitutes a complete defeasance of such indebtedness pursuant to the applicable agreement governing such indebtedness.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm of international standing or generally recognized in the shipping or offshore drilling industries as qualified to perform the tasks for which such firm has been engaged, including in respect of determining Fair Market Value and the fairness of Affiliate Transactions.

“Initial Subject Jurisdictions” means each of the United States of America (or any political subdivision thereof), the United Kingdom, Malta, the British Virgin Islands, the Cayman Islands, Gibraltar, Bermuda, Hong Kong, Mexico, Australia, Luxembourg and Switzerland.

“Intercreditor Agreement” means an intercreditor agreement between the Trustee, the First Lien Collateral Agent, the Junior Lien Collateral Agent, the Company, the Guarantors and the other parties from time to time party thereto, which agreement shall be substantially in the form in the Indenture, with modifications that are not material in any respect to the holders of any First Lien Debt or the First Lien Collateral Agent, to the extent necessary in order to conform to the specific circumstances of the Junior Debt, or in a form reasonably agreed to by the First Lien Collateral Agent, in each case as may be amended, restated, amended and restated, replaced, supplemented, or otherwise modified from time to time.

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“Internal Charter” means any charter or other contract respecting the use or operations of any Vessel between any Restricted Subsidiary that is a Vessel owner (or an Internal Charterer of such Vessel) and any Internal Charterer.

“Internal Charterer” means the Company or any Subsidiary that is not the owner of the relevant Vessel and that is a party to any Drilling Contract in respect of a Vessel.

“Investment Grade Rating” means any two of the following: (i) a rating of “Baa1” or higher by Moody’s, (ii) a rating of “BBB+” or higher by S&P or (iii) a rating of “BBB+” or higher by Fitch; or the equivalent of such rating by such rating organization.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), cash advances or capital contributions, purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any of the Restricted Subsidiaries sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the last paragraph of under “— Certain Covenants  —  Limitation on Restricted Payments.” The acquisition by the Company or any of its Subsidiaries of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Subsidiary in such third Person that is not a Subsidiary of such Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the second-to-last paragraph of under “— Certain Covenants — Limitation on Restricted Payments.” Except as otherwise provided in the Indenture, the amount of an Investment shall be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Involuntary Transfer” means, with respect to any property or asset of the Company or any Restricted Subsidiary, (a) any damage to such property or asset that results in an insurance settlement with respect thereto on the basis of a total loss or a constructive or compromised total loss, or receives any proceeds of any insurance coverage placed through a captive insurer as a result of any such total loss or constructive or compromised total loss, the Fair Market Value of such property or asset, (b) the confiscation, condemnation, requisition, appropriation or similar taking of such property or asset by any government or instrumentality or agency thereof, including by deed in lieu of condemnation, or (c) foreclosure or other enforcement of a Lien or the exercise by a holder of a Lien of any rights with respect to it. An Involuntary Transfer shall be deemed to have occurred (i) in the event of an actual loss of a Vessel, at the time and on the date of such loss or if that is not known at noon Greenwich Mean Time on the date which such Vessel was last heard from, (ii) in the event of damage which results in a constructive or compromised or arranged total loss of a Vessel, at the time and on the date of the event giving rise to such damage, or (iii) in the case of an event referred to in clause (b) above, at the time and on the date on which such event is expressed to take effect by the Person making the same.

“Issue Date” means the first date on which Notes are issued under the Indenture.

“Jackup Rig” means any mobile offshore drilling unit, the legs of which can be lowered to the seabed from the hull or platform thereof.

“Joint Venture” means (x) any bona fide operating joint venture that owns, operates and/or charters Vessels or (y) any joint venture established in accordance with local law or custom of the applicable jurisdiction of organization of such Joint Venture for the purposes of the Permitted Business, in each case with any Person that is not an Affiliate of the Company through which the business of the Company and its Restricted Subsidiaries is conducted, and in each case which (i) exists on the Issue Date (including each Person in which the Company owns, directly or indirectly, any Equity Interests as of the Issue Date that is not a wholly-owned Subsidiary) or (ii) is formed or created in the ordinary course of business, consistent with the Company’s past practice and for a legitimate business purpose; provided that commencement of

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operations by the Company in a jurisdiction where the Company previously did not operate shall not, by itself, be deemed to be outside of the ordinary course of business and not consistent with the Company’s past practice.

“Junior Debt” means any Indebtedness of the Company or any Guarantor that is contractually subordinated in right of payment to the Notes or any Guarantee or that is unsecured or secured on a junior lien basis to the Notes or any Guarantee (excluding any intercompany Indebtedness between or among the Company and any of the Restricted Subsidiaries).

“Junior Lien” means a Lien granted by the Company or any Guarantor in favor of the Junior Lien Collateral Agent, at any time, upon any Collateral to secure Junior Lien Obligations.

“Junior Lien Collateral Agent” means the collateral agent or agents or other representative or representatives of lenders or holders of Junior Lien Obligations designated pursuant to the terms of the Junior Lien Documents and the Intercreditor Agreement, in each case, together with its successors and assigns.

“Junior Lien Debt” means Indebtedness secured by a Lien that is (x) junior in priority to First Lien Debt and (y) incurred pursuant to clause (3)(b) of Permitted Debt, that is permitted to be incurred and so secured under the Note Documents; provided that:

(1)

on or before the date on which such Indebtedness is incurred by the Company or any Guarantor, the Company shall deliver to each First Lien Representative and Junior Lien Representative complete copies of each applicable Junior Lien Document (which shall provide that each secured party with respect to such Indebtedness shall be subject to and bound by the Intercreditor Agreement), along with an Officers’ Certificate identifying the obligations constituting Junior Lien Obligations;

(2)

on or before the date on which any such Indebtedness is incurred by the Company or any Guarantor, such Indebtedness is designated by the Company, in an Officers’ Certificate delivered to the Junior Lien Representative and Junior Lien Collateral Agent as “Junior Lien Debt,” and such Officers’ Certificate also certifies that such Indebtedness is permitted and with respect to any other requirements set forth in the Intercreditor Agreement; and

(3)

a Junior Lien Representative is designated with respect to such Indebtedness and executes and delivers an Additional Secured Debt Designation on behalf of itself and all holders of such Indebtedness.

“Junior Lien Documents” means, collectively, any indenture, credit agreement or other agreement or instrument pursuant to which Junior Lien Debt is incurred and secured.

“Junior Lien Obligations” means Junior Lien Debt and all other Obligations in respect thereof.

“Junior Lien Representative” means, in the case of any series of Junior Lien Debt, the trustee, agent or representative of the holders of such series of Junior Lien Debt who is appointed as a representative of the Junior Lien Debt (for purposes related to the administration of the security documents) pursuant to the indenture, credit agreement or other agreement governing such series of Junior Lien Debt, in each case together with its successors in such capacity.

“Junior Lien Secured Parties” means each holder of Junior Lien Obligations. For the avoidance of doubt, such reference shall be to such Person solely in its capacity as a holder of Junior Lien Obligations but not in any other capacity (including holder of any other claim or interest).

“KSA Commercial Maritime Law” means Royal Decree no. M/33, dated December 12, 2018 Maritime Law, or any successor legislation thereto, as in effect from time to time in the Kingdom of Saudi Arabia.

“Legal Requirement” means, as to any Person, any law, statute, ordinance, decree, award, requirement, order, writ, judgment, injunction, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority which is binding on such Person.

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“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in such asset and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Limited Recourse Debt” means Indebtedness Incurred by a Restricted Subsidiary for the purpose of financing a portion of the purchase price of one or more Vessels, as and to the extent permitted pursuant to clause (19) of Permitted Debt, which Indebtedness may be secured by Liens on such Vessels and on any other assets acquired with the proceeds of such Indebtedness pursuant to clause (28) of the definition of Permitted Liens, and the sole recourse of the holder of such Indebtedness shall be to such pledged Vessels and such other pledged assets, and such holder shall have no recourse to the borrower of such Indebtedness or to the Company or any other Restricted Subsidiary, or to any other of their respective assets.

“Management Incentive Plan” means the 2021 Management Incentive Plan of the Company, as the same may be amended, supplemented or modified from time to time, together with any applicable award agreement issued thereunder.

“Management Incentive Plan Award” means any award granted under the Management Incentive Plan to any current or former officer, director, employee or independent contractor of the Company or any Restricted Subsidiary.

“Material Adverse Effect” means any event or occurrence which could reasonably be expected to result in a material adverse effect on (a) the operations, business, assets or financial condition of the Company and the Guarantors taken as a whole; (b) the rights and remedies of the Trustee or any holder of any Note under any Note Document; or (c) on the legality, validity, binding effect or enforceability against any of the Company or a Guarantor of any Note Document to which it is a party.

“Maturity Date” means April 30, 2028.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.

“Mortgage” means each Vessel Mortgage, each other mortgage, deed of trust, deed to secure debt and any other document or instrument under which any Lien on property owned or leased by any Grantor is granted to secure First Lien Obligations under any First Lien Document or under which rights or remedies with respect to any such Liens are governed, as the same may be amended, supplemented or modified from time to time.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1)

any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with (a) any Asset Sale or other asset dispositions (other than in the ordinary course of business) or (b) the disposition of any securities by such Person or any of the Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of the Restricted Subsidiaries; and

(2)

any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

“Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by the Company or any Restricted Subsidiary in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received as dividends, distributions or other returns upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, relocation expenses incurred as a result of the Asset Sale, and taxes paid or payable as a result of the Asset Sale after taking into account any available tax credits or deductions and any tax-sharing arrangements, (2) amounts

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required to be applied to the repayment of Indebtedness secured by a Permitted Lien on the properties or assets that were the subject of such Asset Sale (which Permitted Lien is and is permitted to be senior to the Liens securing the Notes and the Guarantees or is on property or assets that do not constitute Collateral), or Indebtedness (other than Indebtedness that is subordinated in right of payment to the Notes or the Guarantees or that is secured by a Lien that is junior in priority to the Liens securing the Notes) which must by its terms, in order to obtain a necessary consent to such Asset Sale or by applicable law, be repaid out of the proceeds from such Asset Sale, and (3) any amounts to be set aside in any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment in respect of the sale price of such properties or assets, for indemnification obligations of the Company or any Restricted Subsidiaries in connection with such Asset Sale or for other liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to the Company or the Restricted Subsidiaries from such escrow arrangement, as the case may be.

“Non-Recourse Debt” means Indebtedness:

(1)   as to which neither the Company nor any of the Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2)   no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of the Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3)   as to which the governing documentation provides that the lenders will not have any recourse to the stock or assets of the Company or any of the Restricted Subsidiaries.

“Note Documents” means the Indenture, the Notes, the Collateral Documents, the Guarantees and any agreement, instrument or other document evidencing or governing any Notes Obligations.

“Notes Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Company or any Guarantor arising under the Indenture, the Notes, the Guarantees or the Collateral Documents (including all principal, premium, interest, penalties, fees, charges, expenses, indemnifications, reimbursement obligations, damages, guarantees and other liabilities or amounts payable or arising thereunder), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Company or any Guarantor of any proceeding in bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Obligations” means any principal, premium, if any, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization, whether or not a claim for post-filing interest is allowed or allowable in such proceeding), penalties, fees, charges, expenses, indemnifications, reimbursement obligations, damages, guarantees, and other liabilities or amounts payable under the documentation governing any Indebtedness or in respect thereto.

“Officer” means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, the Controller, the Secretary, any Manager, any Director, any Managing Director, or any Senior Vice President, Executive Vice President or Vice President of such Person; provided that any Guarantor shall be permitted to authorize an Officer of the Company to act as its Officer (including its Financial Officer) regardless of whether such Officer holds one of the foregoing positions with such Guarantor.

“Officers’ Certificate” means a certificate signed on behalf of any Person by two Officers and/or directors, one of whom must be a Financial Officer of such Person.

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“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements set forth in the Indenture. The counsel may be an employee of, or counsel to, the Company or any Subsidiary of the Company.

“Other JV Related Assets” means collectively, (i) the Equity Interests of any Joint Venture (other than ARO), owned, directly or indirectly, by the Company or its Subsidiaries, (ii) any loans, notes or other obligations of any such Joint Venture (other than ARO) to the Company or any of its Subsidiaries, (iii) all right, title and interest of the Company or any of its Subsidiaries in and to any joint venture, shareholder or similar agreement in respect of any such Joint Venture, (iv) the rights of the Company or any of its Subsidiaries under (x) any Drilling Contract or agreement to operate between the Company or any of its Subsidiaries and any such Joint Venture in respect of any Vessel owned by the Company or any of its Subsidiaries and (y) any agreement pursuant to which the Company or any of its Subsidiaries manages a Third Party Vessel.

“Other Vessel” means any drilling rig, drillship, semisubmersible drilling unit, mobile offshore drilling unit or vessel, the primary purpose of which is the exploration and production drilling for crude oil or hydrocarbons, excluding any Jackup Rig.

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of the Restricted Subsidiaries, on the one hand, and another Person, on the other hand; provided that (i) the aggregate amount of cash and Cash Equivalents received by the Company and the Restricted Subsidiaries in any such purchase and sale or exchange shall be no more than 10% of the Fair Market Value of the Related Business Assets sold or exchanged by the Company and the Restricted Subsidiaries, and (ii) the aggregate amount of cash and Cash Equivalents received by the Company and the Restricted Subsidiaries in all such purchases and sales or exchanges shall not exceed $50 million.

“Permitted Business” means a business in which the Company and the Restricted Subsidiaries were engaged on the Issue Date, and any business reasonably related or complementary thereto.

“Permitted Investments” means:

(1)

any Investment in the Company or in any Guarantor;

(2)

any Investment in cash or Cash Equivalents;

(3)

any Investment by the Company or any Guarantor in a Person, if as a result of such Investment:

(a)

such Person becomes a Guarantor; or

(b)

such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Guarantor;

(4)

any Investment made as a result of the receipt of non-cash consideration from (a) an Asset Sale, whether in a single transaction or a series of related transactions, of property or assets of the Company or any of the Restricted Subsidiaries, that was made pursuant to and in compliance with the provisions described under “— Certain Covenants  —  Limitation on Asset Sales” or (b) a disposition of properties or assets that does not constitute an Asset Sale;

(5)

any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(6)

any Investments received in compromise or resolution of obligations of trade creditors or customers and any other settlement of amounts due that were incurred in the ordinary course of business of the Company or any of the Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer and any Investments obtained in exchange for any such Investments;

(7)

Investments represented by Hedging Obligations permitted by clause (6) of Permitted Debt;

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(8)

any guarantee of Indebtedness or other obligations of the Company or any Guarantor permitted to be incurred under the Indenture;

(9)

Investments that are in existence on the Issue Date, and any extension, modification or renewal thereof, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date);

(10)

Investments acquired after the Issue Date as a result of the acquisition by the Company or any Restricted Subsidiary of another Person in compliance with the Indenture, including by way of a merger, amalgamation or consolidation, to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(11)

loans or advances referred to in clause (5) of the second paragraph described under “— Certain Covenants — Limitation on Transactions with Affiliates”;

(12)

Investments in any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any of the Restricted Subsidiaries;

(13)

Investments in any Joint Ventures (but not in any Unrestricted Subsidiary) of:

(x)    Vessels and direct or indirect Equity Interests of Vessel owners, with an aggregate value not to exceed (A) with respect to any Investment of any Jackup Rigs or Equity Interests of Jackup Rig owners, 20% of the combined book value of all Jackup Rigs (calculated on the basis of the book value as of the Issue Date, with respect to any Jackup Rigs owned by the Company and any of its Subsidiaries as of the Issue Date, and as of the date of its acquisition, with respect to any Jackup Rig acquired after the Issue Date) owned by the Company and its wholly-owned Subsidiaries as of the date of any such Investment, and (B) with respect to any Investment of any Other Vessels or Equity Interests of Other Vessel owners, 20% of the combined book value of all Other Vessels (calculated on the basis of the book value as of the Issue Date, with respect to any Other Vessels owned by the Company and any of its Subsidiaries as of the Issue Date, and as of the date of its acquisition, with respect to any Other Vessels acquired after the Issue Date) owned by the Company and its wholly-owned Subsidiaries on the date of any such Investment, but in each case excluding the book value of all Vessels that constitute Excluded Vessels as of such date;

(y)    cash and Cash Equivalents, in an amount not to exceed $175 million at any time outstanding or, following the Floater Restructuring Transaction, $125 million (at any such time, calculated on a net basis taking into account prepayments or repayments of loans or advances, but not payments of interest, fees, costs, expenses or premium, in each case with respect to any intercompany Indebtedness, and dividends and distributions in the form of cash or Cash Equivalents); and

(z)    any Vessels on Schedule A operating in the Kingdom of Saudi Arabia as of the Issue Date in addition to four other Vessels identified by the Company in an Officers’ Certificate delivered to the Trustee, in each case as and to the extent required pursuant to the KSA Commercial Maritime Law, but only to the extent that (i) the Company is not able, using its commercially reasonable efforts, to obtain an exemption from such law as to any such Vessel, and (ii) compliance with such law as to any such Vessel cannot be achieved by any other means that do not require the payment of material costs or expenses or the incurrence of material additional obligations, which are materially adverse to the Company and the Collateral, taken as whole, as compared with transfer of any such Vessel to a Joint Venture, including through the use of a bareboat charter of such Vessel to a joint venture controlled or majority-owned by a Saudi national; and provided that in the event of any such Investment of any such Vessels, (A) any cash and Cash Equivalents received by the Company or any of its Subsidiaries in respect thereof shall be treated as Net

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Proceeds and shall be subject to the provisions of the third paragraph described under “— Certain Covenants — Limitation on Asset Sales,” and (B) for the avoidance of doubt, any Equity Interests or Indebtedness received by the Company or any of its Subsidiaries in respect thereof shall be deemed to constitute Other JV Related Assets;

provided that the Company or the applicable Restricted Subsidiary shall use its commercially reasonable efforts to ensure that all Other JV Related Assets related to the applicable Joint Venture are included in the Collateral;

(14)

Investments in the ordinary course of business and consistent with past practice (x) in Restricted Subsidiaries, consisting of inventory, spare parts and equipment, and cash or Cash Equivalents to fund operating and administrative expenses (including taxes), maintenance capital expenditures and intercompany interest of the transferee Restricted Subsidiary, and (y) in Joint Ventures, consisting of spare parts and equipment; provided that in each case, and notwithstanding anything in the Agreed Security Principles to the contrary, except for Investments of inventory and assets with a book value equal to or less than $100,000, such Investments shall be subject to the Global Intercompany Note, which shall be deemed to be an Instrument as defined under the U.S. Security Agreement, provided that no such Investments may be made pursuant to this clause (14) unless they are subject to the Global Intercompany Note;

(15)

Investments of cash and Cash Equivalents (i) in any Joint Venture in existence as of the Issue Date, to the extent required by the applicable joint venture agreement (as such joint venture agreement exists on the Issue Date); (ii) in any other Joint Venture described in clause (x) of the definition thereof (other than a Joint Venture that is the owner of a Silo Vessel or a Vessel that would be a Silo Vessel if it were owned by a Subsidiary), in an amount not to exceed $5 million at any time outstanding in respect of such Investments in such other Joint Venture, to the extent required by the applicable joint venture agreement; or (iii) in any other Joint Venture described in clause (y) of the definition thereof, in an amount not to exceed $100,000 at any time outstanding in respect of such Investments in such other Joint Venture, to the extent required by the applicable joint venture agreement;

(16)

Investments of cash and Cash Equivalents in Restricted Subsidiaries that are not Guarantors in an aggregate amount not to exceed $1 million at any time outstanding;

(17)

the Investments contemplated by the provisions described under the third and fourth paragraphs provisions of “— Certain Covenants — Floater Restructuring Transaction” as and to the extent permitted therein;

(18)

following the consummation of the Floater Restructuring Transaction in accordance with the provisions described under “— Certain Covenants — Floater Restructuring Transaction,” Investments by the Company or any of its Restricted Subsidiaries in the Unrestricted Floater Subsidiary of Other Vessels; provided that immediately after giving pro forma effect to any such Investment, the Adjusted Interest Coverage Ratio for the Company and its Restricted Subsidiaries would be equal to or greater than 2.0 to 1.0;

(19)

any repurchase, redemption, defeasance or other acquisition or retirement for value of the Notes; and

(20)

any Investment (excluding Investment of any Vessel and any Equity Interest or Indebtedness of any owner of any Vessel) by the Company or a Restricted Subsidiary in an amount not to exceed the greater of (x) $100 million (or, following the Floater Restructuring Transaction, $50 million) and (y) 4% of Total Assets, at any time outstanding;

provided that notwithstanding anything to the contrary contained in the Indenture, neither the Company nor any of its Restricted Subsidiaries may make any Investment of any (v) accounts receivable, (w) promissory notes or other intercompany Indebtedness, (x) ARO JV Related Assets, (y) Other JV Related Assets, or (z) any Equity Interest or Indebtedness of any owner of any of such assets, in or to any Unrestricted Subsidiary, Joint Venture or any other non-wholly owned Subsidiary.

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“Permitted Jurisdiction” means any of England, Wales, Scotland, Jersey, Bermuda, Cayman Islands, Ireland, Switzerland, Singapore, United States, Netherlands, Luxembourg and Denmark.

“Permitted Liens” means:

(1)

Liens on assets of the Company or the Guarantors securing the Notes (excluding Additional Notes issued in accordance with the Indenture) and the Guarantees thereof, and any other First Lien Debt;

(2)

Liens in favor of the Company or any Guarantor;

(3)

Liens on property of a Person existing at the time such Person is merged with or into or amalgamated or consolidated with the Company or any Restricted Subsidiary; provided that such Liens were in existence prior to such merger, amalgamation or consolidation, were not incurred in contemplation thereof, and do not extend to any assets other than those of the Person merged into or amalgamated or consolidated with the Company or any Restricted Subsidiary;

(4)

Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Restricted Subsidiary, provided that such acquisition is made in compliance with the Indenture; and provided further that such Liens were in existence prior to such acquisition and were not incurred in contemplation thereof, and do not extend to any other property (including Capital Stock);

(5)

Liens to secure the performance of statutory obligations, workers’ compensation claims, unemployment insurance, old age pensions, social security retirement benefits, other forms of governmental insurance, self-insurance obligations, surety bonds, importation bonds or other obligations of a like nature incurred in the ordinary course of business;

(6)

Liens existing on the Issue Date (other than Liens referred to in clause (1) of this definition);

(7)

Liens for taxes, assessments or governmental charges or claims (i) that are not yet delinquent or (ii) that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which any reserve or other appropriate provision if required by GAAP has been made therefor;

(8)

Liens imposed by law, such as suppliers’, carriers’, warehousemen’s, landlords’ and mechanics’ Liens, in each case, incurred in the ordinary course of business, for amounts (i) not more than 45 days past due or (ii) that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which any reserve or other appropriate provision as required in conformity with GAAP has been made therefor;

(9)

minor defects, irregularities and deficiencies in title to, and survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property, including with respect to the physical placement and location of pipelines, that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the applicable Person;

(10)

Liens on the Collateral securing Junior Lien Debt;

(11)

Liens to secure Indebtedness permitted to be Incurred under the Indenture to refinance any Indebtedness secured by Liens permitted to exist pursuant to clause (3), (4), (6), (10) or this clause (11) of this definition (or Liens that otherwise replace Liens referred to in such clauses); provided that;

(a)

the new Lien is limited to all or part of the same property and assets covered by the initial Lien (plus improvements and accessions to such property, or proceeds or distributions thereof) or any after-acquired property that, pursuant to any after-acquired property clauses in written agreements pursuant to which the original Lien arose, is required to be pledged to

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secure the original Indebtedness (plus improvements and accessions to such property, or proceeds or distributions thereof);

(b)

the Indebtedness or other obligation secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount, or, if greater, committed amount, of the original Indebtedness or obligation and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(c)

if the initial Lien secured Indebtedness that is subordinated in right of payment to the Notes or a Guarantee, then the Indebtedness secured by the new Lien shall be so subordinated on terms at least as favorable to the Holders; and

(d)

the new Liens securing the refinancing Indebtedness have a Lien priority equal to or junior to the Liens securing the Refinanced Indebtedness.

(12)

Liens arising by reason of any judgment, attachment, decree or order of any court or other governmental authority not giving rise to an Event of Default, and prejudgment liens created by or existing as a result of any litigation or legal proceeding, in each case that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which any reserve or other appropriate provision as required in conformity with GAAP has been made therefor;

(13)

Liens securing Cash Management Obligations owing to a bank and rights of setoff in favor of a bank, imposed by law or granted in the ordinary course of business on deposit accounts maintained with such bank and cash and Cash Equivalents in such accounts;

(14)

Liens securing Hedging Obligations entered into in the ordinary course of business and not for speculative purposes;

(15)

Liens to secure liabilities in respect of reimbursement or indemnification obligations of insurance carriers providing property, casualty or liability insurance or any other insurance required to be maintained pursuant to any Securities Document to the Company or any Restricted Subsidiary;

(16)

Liens arising under a contract over goods, documents of title to goods and related documents and insurances and their proceeds, in each case in respect of documentary credit transactions entered into with customers of the Company and the Restricted Subsidiaries in the ordinary course of business;

(17)

Liens incurred in the ordinary course of business to secure performance of tenders, bids, contracts, performance guarantees, leases, letters of credit that are issued in connection with regulatory, tax or customs liabilities or contract performance, statutory obligations, performance bonds, bid bonds, customs bonds and similar obligations entered into in the ordinary course of business, including without limitation any rights of offset or liquidated damages, penalties, or other fees that may be contractually agreed to in conjunction with any tender, bid, or contract entered into by the Company or its Subsidiaries in the ordinary course of business;

(18)

any supersedeas bonds, appeal bonds, return-of-money or payment bonds and similar obligations related to judgments or litigation; provided that the aggregate amount of such bonds and obligations (other than such bonds and obligations in respect of tax assessments or liabilities) does not exceed $75 million at any time, and provided further that such bond or obligation secured is not for Indebtedness for borrowed money and is not overdue, or if overdue, is being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor;

(19)

Permitted Rig Liens;

(20)

legal or equitable Liens deemed to exist by reason of negative pledge covenants and other covenants or undertakings of a like nature;

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(21)

Liens encumbering inventory, work-in-process and related property in favor of customers or suppliers securing obligations and other liabilities to such customers or suppliers to the extent such Liens are granted in the ordinary course of business and are consistent with past business practices;

(22)

Liens arising under any retention of title or conditional sale arrangement or arrangements having similar effect in respect of goods supplied in the ordinary course of business;

(23)

Liens representing the interest in title of a lessor;

(24)

(a) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness (so long as such defeasance, discharge or redemption is permitted under the provisions described under “— Certain Covenants — Limitation on Restricted Payments”) or (b) Liens arising under the Indenture in favor of the Trustee for its own benefit and for the benefit of the First Lien Collateral Agent and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Indebtedness permitted to be incurred under the Indenture, provided that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of such Indebtedness;

(25)

Liens securing Indebtedness (including Permitted Refinancing Indebtedness) Incurred pursuant to clause (13) or clause (20) of Permitted Debt; provided that such Liens extend only to (i) the assets purchased with the proceeds of such Indebtedness, (ii) Excluded Vessels described in clause (e) of the definition thereof whose renovations, repairs, improvements or updates are financed with the proceeds of such Indebtedness, or (iii) the renovations, repairs, improvements and upgrades financed with the proceeds of such Indebtedness;

(26)

Liens Incurred by the Company or any Restricted Subsidiary with respect to obligations that do not exceed the greater of (x) $150 million (or, following the Floater Restructuring Transaction, $100 million) and (y) 6% of Total Assets, at any one time outstanding; provided that any such Liens upon Collateral shall be Junior Liens;

(27)

Liens securing Indebtedness Incurred pursuant to clauses (14) and (15) of Permitted Debt; and

(28)

Liens on assets acquired with the proceeds of Indebtedness (including Permitted Refinancing Indebtedness in respect thereof) Incurred pursuant to clause (19) of Permitted Debt and, with respect to Indebtedness described in clause (19)(i) of Permitted Debt, (i) Liens on the Equity Interests of the Restricted Subsidiary that directly owns such assets and (ii) Liens on other assets and property owned by any such Restricted Subsidiary that are used in the operation, maintenance or repair of such assets acquired with the proceeds of such Indebtedness, or which are incidental thereto, which Liens, in each case, secure only such Indebtedness; provided that such Restricted Subsidiary does not hold any assets that are not Excluded Property or property of the type referred to in clause (ii) above.

For purposes of determining compliance with this definition, (x) a Lien need not be Incurred solely by reference to one category of Permitted Liens described in this definition but may be Incurred under any combination of such categories (including in part under one such category and in part under any other such category), and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Company shall, in its sole discretion, divide, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition.

“Permitted Prior Lien” has the meaning provided in the Collateral Agency Agreement.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of the Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge, in whole or in part, other Indebtedness of the Company or any of the Restricted Subsidiaries (other than intercompany Indebtedness) (the “Refinanced Indebtedness”); provided that:

(1)

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness

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does not exceed the principal amount of the Refinanced Indebtedness (or, if the Refinanced Debt is exchanged or acquired for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, such lesser amount) (plus all accrued and unpaid interest on the Refinanced Indebtedness and the amount of all cash fees and expenses, including premiums, reasonably incurred in connection therewith);

(2)

such Permitted Refinancing Indebtedness has a final maturity date that is either no earlier than the final maturity date of the Refinanced Indebtedness, or is no earlier than the date that is 91 days after the Maturity Date, the terms of such Permitted Refinancing Indebtedness shall not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is 91 days after the Maturity Date, and the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness at the time of its issuance is equal to or greater than the Weighted Average Life to Maturity of the Refinanced Indebtedness;

(3)

if the Refinanced Indebtedness is incurred by a Guarantor and is (a) subordinated in right of payment to the Notes or a Guarantee, then such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or such Guarantee, as the case may be, or (b) pari passu in right of payment with the Notes or a Guarantee, then such Permitted Refinancing Indebtedness is subordinated to or pari passu in right of payment with the Notes or such Guarantee, as the case may be, in the case of each of (a) and (b), on terms at least as favorable to the Holders as those contained in the documentation governing the Refinanced Indebtedness;

(4)

the obligors with respect to such Permitted Refinancing Indebtedness do not include any Persons that were not obligors of such Refinanced Debt; and

(5)

in the case of Permitted Refinancing Indebtedness in respect of secured indebtedness, the Liens securing such Permitted Refinancing Indebtedness (a) have a Lien priority equal to or junior to the Liens securing the Refinanced Indebtedness and (b) do not extend to any assets other than assets that secured the Refinanced Indebtedness or any after-acquired assets that, pursuant to any after-acquired property clauses in written agreements pursuant to which the original Lien arose, are required to be pledged to secure the Refinanced Indebtedness (plus improvements and accessions to such property, or proceeds or distributions thereof in accordance with the terms of the Refinanced Indebtedness).

“Permitted Rig Liens” means, at any time with respect to a Vessel:

(a)

Liens for crews’ wages including the wages of the master of the Vessel that are discharged in the ordinary course of business and have accrued for not more than sixty (60) days (or such longer period provided for under any First Lien Documents) unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Company or relevant Restricted Subsidiary, and the Company or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Vessel to sale, forfeiture or loss;

(b)

Liens for salvage (including contract salvage) or general average, and Liens for wages of stevedores employed by the owner of the Vessel, the master of the Vessel or a charterer or lessee of such Vessel, which in each case have accrued for not more than sixty (60) days (or such longer period provided for under any First Lien Documents), unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Company or relevant Restricted Subsidiary, and the Company or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Vessel to sale, forfeiture or loss;

(c)

shipyard Liens and other Liens arising by operation of law arising in the ordinary course of business in operating, maintaining, repairing, modifying, refurbishing, or rebuilding the Vessel (other than those referred to in clauses (a) and (b) above), including maritime Liens for necessaries, which in each case have accrued for not more than sixty (60) days (or such longer period provided for under any First Lien Documents), unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Company or relevant

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Restricted Subsidiary, and the Company or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the Vessel to sale, forfeiture, or loss;

(d)

Liens for damages arising from maritime torts which are unclaimed or are covered by insurance (subject to reasonable deductibles), or in respect of which a bond or other security has been posted on behalf of the Company or relevant Restricted Subsidiary with the appropriate court or other tribunal to prevent the arrest or secure the release of the Vessel from arrest, unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Company or relevant Restricted Subsidiary, and the Company or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien, and so long as such deferment in payment shall not subject the Vessel to sale, forfeiture, or loss;

(e)

Liens that, as indicated by the written admission of liability therefor by an insurance company, are covered by insurance (subject to reasonable deductibles); and

(f)

Liens for Drilling Contracts or subcharters or subleases that are effective as of the Issue Date or are subordinate to the lien of any relevant Vessel Mortgage, and not otherwise prohibited under the Indenture.

“Person” means any individual, corporation, company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“PIK Interest” means interest payable by increasing the principal amount of the Notes or by issuing PIK Notes.

“PIK Notes” means Notes issued in the form of PIK Interest.

“Pledge Agreement” means each pledge agreement, share charge, share mortgage or similar instrument pursuant to which a Grantor grants to the First Lien Collateral Agent a Lien in Equity Interests in a Subsidiary directly owned by such Grantor, in each case, as amended, restated, supplemented or otherwise modified from time to time.

“Preferred Stock” as applied to the Capital Stock of any Person, means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.

“Public Company” means any Person whose equity securities are listed on a national securities exchange or interdealer quotation system in the United States or on a Designated Offshore Securities Market (as defined in Rule 902(b) of Regulation S).

“Qualified Services Contract” means, as of any date of determination, with respect to any Vessel acquired by, or committed to be delivered to, the Company or any of the Restricted Subsidiaries, a bona fide contract or series of contracts, together with any amendments, supplements or modifications thereto, that the Board of Directors of the Company, acting in good faith, designates as a “Qualified Services Contract” pursuant to a resolution of the Board of Directors of the Company, which contract or contracts:

(1)

are between the Company or one of the Restricted Subsidiaries, on the one hand, and a Person that is not an Affiliate of the Company, on the other hand;

(2)

provide for services to be performed by the Company or one or more of the Restricted Subsidiaries involving the use of such Vessel by the Company or one or more of the Restricted Subsidiaries, in either case for a minimum aggregate period of at least one year from (i) the date of determination or (ii) a future date that is no later than the date that is three months from the date of determination (the period during which such services are to be performed, the “Active Service Period”); and

(3)

provide for a fixed or minimum day rate or fixed rate for such Vessel covering the entire Active Service Period contemplated by clause (2) above.

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For the avoidance of doubt, neither a letter of intent nor a letter of award with respect to a Vessel is a Qualified Services Contract.

“Qualified Vessel” means a Vessel that is subject to a Qualified Services Contract.

“Rating Agencies” means S&P, Moody’s and Fitch or if no rating of S&P, Moody’s or Fitch is publicly available, as the case may be, the equivalent of such rating selected by the Company by any other nationally recognized statistical ratings organization.

“Ready for Sea Cost” means, with respect to a Vessel to be acquired by the Company or any Restricted Subsidiary, the aggregate amount of all expenditures Incurred to acquire or construct and bring such Vessel to the condition and location necessary for its intended use, including any and all inspections, appraisals, repairs, modifications, additions, permits and licenses in connection with such acquisition or lease.

“Refinanced Indebtedness” has the meaning provided in the definition of “Permitted Refinancing Indebtedness.”

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Permitted Business; provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Relevant Business Day” means, when used in connection with the creation of a Lien on any asset, any Business Day that is not a day on which banking institutions in any jurisdiction the laws of which are relevant to the creation of such Lien are authorized or required by law to close.

“Required Guarantor” means any Restricted Subsidiary that is not an Excluded Subsidiary.

“Responsible Officer” when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee having direct responsibility for the administration of the Indenture.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of the Company that is not then an Unrestricted Subsidiary; provided that (i) upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be a Restricted Subsidiary and (ii) notwithstanding anything to the contrary in the Indenture, each Grantor shall at all times be a Restricted Subsidiary.

“S&P” means Standard & Poor’s Rating Services, or any successor to the rating agency business thereof.

“Sale and Lease-Back Transaction” means an arrangement relating to property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such property to a Person and leases it from such Person.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder.

“Security Agreement” means, collectively, the U.S. Security Agreement and each other security agreement or similar instrument executed by a Grantor pursuant to which such Person grants to the First Lien Collateral Agent a Lien on the assets owned by such Person, in each case, as amended, amended and restated, or supplemented from time to time in accordance with its terms.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date, provided that notwithstanding anything to the contrary in the Indenture, each Restricted Subsidiary that owns a direct or indirect interest in a Vessel shall be a Significant Subsidiary at all times.

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“Silo Vessel” means a Vessel that (a) is owned by a Subsidiary that does not directly or indirectly own any Vessel that is not a Silo Vessel, and (b) is acquired, or is owned by an Unrestricted Subsidiary that is acquired, with consideration that consists at least primarily of Equity Interests of the Company or a Subsidiary; provided that (i) any Indebtedness Incurred in connection with any such acquisition is and remains an obligation only of the acquiring Unrestricted Subsidiary (and any of its Subsidiaries), and neither the Company nor any Restricted Subsidiary will have any liability in respect of such Indebtedness, and no Lien on any of their respective assets to secure such Indebtedness will be granted, created or permitted to exist; and (ii) any Restricted Subsidiary that issues any Equity Interests in connection with any such acquisition must be or must become an obligor on the Notes.

“Stated Maturity” means, with respect to any installment of interest or principal on any item or series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date or, if such item or series is Incurred after the Issue Date, the date such item or series is Incurred.

“Subsidiary” means, with respect to any specified Person, any corporation, company, partnership, joint venture, or other entity of which more than 50% of the outstanding capital stock or other Equity Interests having ordinary voting power (irrespective of whether or not at the time capital stock or other Equity Interest of any other class or classes of such corporation, partnership, joint venture, or other entity shall or might have voting power upon the occurrence of any contingency) is at the time owned directly or indirectly by such Person and, in respect of an entity incorporated in Jersey, means a subsidiary within the meaning of Articles 2 and 2A of the Companies (Jersey) Law 1991. Unless otherwise provided or the context otherwise requires, the terms “Subsidiary” and “Subsidiaries” refer to a Subsidiary or Subsidiaries of the Company.

“Subject Jurisdictions” means each Initial Subject Jurisdiction and each Additional Subject Jurisdiction.

“Third Party Vessel” means any Vessel that is now or hereafter managed by the Company or any Subsidiary but is not owned by the Company or any Subsidiary.

“Total Assets” means the total assets of the Company and the Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP, as shown on the most recent consolidated balance sheet of the Company (with adjustments to exclude assets of any Unrestricted Subsidiary).

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available at least two Business Days prior to the redemption date (or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to April 30, 2023; provided that if the period from the redemption date to April 30, 2023 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the date as of which the instrument was executed; provided that, in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” or “TIA” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Trustee” means Wilmington Savings Fund Society, FSB, in its capacity as trustee under the Indenture, until a successor replaces it in accordance with the applicable provisions of the Indenture, and thereafter “Trustee” means each Person who is then a Trustee thereunder.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

“U.S. Security Agreement” means that certain U.S. Security Agreement, dated as of the Issue Date, entered into by the Company, the other grantors party thereto from time to time and the First Lien Collateral Agent.

“Unrestricted Subsidiary” means:

115

(1)

any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as properly designated by the Company, as provided below); and

(2)

any Subsidiary of an Unrestricted Subsidiary.

The Company may designate any Subsidiary of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Company or any Restricted Subsidiary (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:

(1)

to the extent any Indebtedness of such Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted by the provisions described under “— Certain Covenants — Limitation on Restricted Payments” and “— Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”;

(2)

the Subsidiary to be so designated and each Subsidiary of such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of the Restricted Subsidiaries;

(3)

the Subsidiary to be so designated and each Subsidiary of such Subsidiary are Persons with respect to which neither the Company nor any of the Restricted Subsidiaries has any direct or indirect obligation to subscribe for additional Capital Stock or to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4)

neither the Subsidiary to be so designated nor any Subsidiary of such Subsidiary is (x) the owner, directly or indirectly, of any interests in any Vessel or a Joint Venture that is the owner of a Vessel nor (y) a party to a Drilling Contract, except for (i) Other Vessels and related contracts that are contributed or otherwise transferred to the Unrestricted Floater Subsidiary pursuant to the Floater Restructuring Transaction or clause (18) of the definition of Permitted Investments, or (ii) a Silo Vessel or a Joint Venture that is the owner a Silo Vessel (or a Vessel that would be a Silo Vessel if it were owned by a Subsidiary that is not a Joint Venture);

(5)

neither the Subsidiary to be so designated nor any Subsidiary of such Subsidiary is a “restricted subsidiary” ​(or equivalent) under the definitive documentation for any Indebtedness of the Company or any Restricted Subsidiary (other than the Indenture); and

(6)

except to the extent not prohibited by the provisions described under “— Certain Covenants — Limitation on Transactions with Affiliates,” is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary, unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company.

“Valaris ARO Shareholder” means Rowan Rex Limited, a limited company organized and existing under the laws of the British Overseas Territory of the Cayman Islands, for so long as it holds any of the Equity Interests in ARO, and any other Restricted Subsidiary that holds any of the Equity Interests in ARO.

“Vessel” means any Jackup Rig or Other Vessel.

“Vessel Mortgage” means each first preferred or first priority mortgage and any other instruments, such as statutory mortgages and deeds, over any Collateral Vessel, each duly registered in the relevant registry in favor of the First Lien Collateral Agent, in its capacity as security trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Vessel Security Agreement” means that certain Vessel Security Agreement, dated as of the date hereof, by and among the Guarantors from time to time party thereto and the First Lien Collateral Agent.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

116

(1)

the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)

the then outstanding principal amount of such Indebtedness.

LEGAL MATTERS

Certain legal matters will be passed upon for us by Gibson, Dunn & Crutcher LLP with respect to U.S. law, Conyers Dill & Pearman Limited with respect to Bermuda law, Allen & Gledhill LLP with respect to Singapore law, Allen & Gledhill (Myanmar) Co., Ltd. with respect to Myanmar law, Anderson Strathern LLP with respect to Scottish law, Bentsi-Enchill, Letsa & Ankomah with respect to Ghanian law, Brownstein Hyatt Farber Schreck, LLP with respect to Nevada law, Elvinger Hoss Prussen with respect to Luxembourg law, Galicia Abogados, S.C. with respect to Mexican law, Ganado Advocates with respect to Maltese law, Gilbert and Tobin with respect to Australia law, Hammad & Al-Mehdar with respect to Saudi law, Hombuger AG with respect to Swiss law, Isolas LLP with respect to Gibraltar law, Maples and Calder (Cayman) LLP with respect to Cayman law, Maples and Calder (BVI) LLP with respect to British Virgin Islands law, Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados with respect to Brazilian law, Mourant Ozannes (Jersey) LLP with respect to Jersey law, Seward & Kissel LLP with respect to Marshall Islands law, and Slaughter and May with respect to English and Hong Kong law. Any underwriters, dealers or agents will be advised about other issues relating to any offering by their own legal counsel named in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of Valaris Limited and subsidiaries as of December 31, 2021 (Successor) and 2020 (Predecessor), and for the periods from May 1, 2021 to December 31, 2021 (Successor period) and from January 1, 2021 to April 30, 2021 and for each of the years in the two-year period ended December 31, 2020 (Predecessor periods), and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2021 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in auditing and accounting.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution.

Set forth below are the expenses expected to be incurred in connection with the issuance and distribution of the securities registered hereby and payable by us. With the exception of the SEC registration fee, the amounts set forth below are estimates.

SEC registration fee	$	84,972
Printing and engraving expenses	​	*
Fees and expenses of legal counsel	​	*
Accounting fees and expenses	​	*
Transfer agent and registrar fees	​	*
Miscellaneous	​	*
Total	​	*

*

Estimated expenses are not presently known.

Item 15.   Indemnification of Directors and Officers.

Companies Act 1981 of Bermuda

Section 98 of the Companies Act 1981 of Bermuda (the “Companies Act”) provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.

The Bye-laws provide that Valaris shall indemnify its officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. The Bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of the company’s directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director. Valaris has purchased and maintains a directors’ and officers’ liability policy for such a purpose.

D&O Insurance and Indemnification Agreements

The Company maintains directors’ and officers’ insurance which includes coverage for liability under the federal securities laws. The Company also maintains a general liability insurance policy which covers certain liabilities of directors and officers of the Company arising out of claims based on acts or omissions in their capacities as directors or officers.

The Company has also entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements require the Company to (i) indemnify these individuals to the fullest extent permitted under Bermuda law against liabilities that may arise by reason of their service to the Company and (ii) advance expenses reasonably incurred as a result of any proceeding against them as to which they could be indemnified. Each indemnity agreement is in substantially the form included herein as

II-1

Exhibit 10.4 to this Registration Statement. The description of the indemnity agreements is qualified in its entirety by reference to the full text of the form of indemnity agreement, which is incorporated herein by reference.

Item 16.    Exhibits

The following documents are filed as exhibits to this registration statement:

Exhibit  Number	Exhibit
2.1	Fourth Amended Joint Chapter 11 Plan of Reorganization of Valaris plc and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (incorporated by reference to Exhibit A of Order Confirming the Debtor’s Fourth Amended Joint Chapter 11 Plan of Reorganization, filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on March 5, 2021, File No . 001-08097).
3.1	Memorandum of Association of Valaris Limited (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No. 001-08097).
3.2	Bye-laws of Valaris Limited (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No. 001-08097).
3.3	Amended and Restated Memorandum and Articles of Association of Alpha Achiever Company (f/k/a Alpha Eagle Co.) (incorporated by reference to Exhibit 3.3 to the Registrant’s Amendment No. 9 to Registration Statement on Form S-1 filed on July 7, 2021, File No. 333-257022).
3.4	Certificate of Incorporation of Alpha Achiever Company (incorporated by reference to Exhibit 3.4 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.5	Memorandum and Articles of Association Alpha Admiral Company (incorporated by reference to Exhibit 3.5 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.6	Certificate of Incorporation of Alpha Admiral Company (incorporated by reference to Exhibit 3.6 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.7	Memorandum and Articles of Association of Alpha Archer Company (incorporated by reference to Exhibit 3.7 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.8	Certificate of Incorporation of Alpha Archer Company (incorporated by reference to Exhibit 3.8 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.9	Amended and Restated Articles of Association of Alpha Aurora Company (incorporated by reference to Exhibit 3.9 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.10	Certificate of Incorporation of Alpha Aurora Company (incorporated by reference to Exhibit 3.10 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.11	Amended and Restated Memorandum and Articles of Association of Alpha Offshore Drilling Services Company (incorporated by reference to Exhibit 3.11 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.12	Certificate of Incorporation of Alpha Offshore Drilling Services Company (incorporated by reference to Exhibit 3.12 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.13	Amended and Restated Memorandum and Articles of Association of Alpha Orca Company (incorporated by reference to Exhibit 3.13 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).

II-2

Exhibit  Number	Exhibit
3.14	Certificate of Incorporation of Alpha Orca Company (incorporated by reference to Exhibit 3.14 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.15	Operating Agreement of Atlantic Maritime Services LLC (f/k/a ERA Aviation (Caribe), Inc. and ERA Nicaragua, Inc.) (incorporated by reference to Exhibit 3.15 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.16	Certificate of Formation of Atlantic Maritime Services LLC (incorporated by reference to Exhibit 3.16 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.17	Constitution of Atwood Australian Waters Drilling Pty Limited (incorporated by reference to Exhibit 3.17 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.18	Certificate of Incorporation of Atwood Australian Waters Drilling Pty Limited (incorporated by reference to Exhibit 3.18 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.19	Constitution of Atwood Oceanics Australia Pty Limited (incorporated by reference to Exhibit 3.21 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.20	Certificate of Incorporation of Atwood Oceanics Australia Pty Limited (incorporated by reference to Exhibit 3.22 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.21	Amended and Restated Memorandum and Articles of Association of Atwood Oceanics Pacific Limited (incorporated by reference to Exhibit 3.28 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.22	Certificate of Incorporation of Atwood Oceanics Pacific Limited (f/k/a Atwood Oceanics Indonesia Limited) (incorporated by reference to Exhibit 3.29 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.23	Memorandum and Articles of Association of Atwood Offshore Drilling Limited (f/k/a Oceanage Investments Limited) (incorporated by reference to Exhibit 3.30 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.24	Certificate of Incorporation of Atwood Offshore Drilling Limited (incorporated by reference to Exhibit 3.31 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.25	Amended and Restated Memorandum and Articles of Association of Atwood Offshore Worldwide Limited (incorporated by reference to Exhibit 3.32 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.26	Certificate of Incorporation of Atwood Offshore Worldwide Limited (incorporated by reference to Exhibit 3.33 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.27	Memorandum and Articles of Association of ENSCO (Barbados) Limited (incorporated by reference to Exhibit 3.34 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.28	Certificate of Existence of ENSCO (Barbados) Limited (incorporated by reference to Exhibit 3.35 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).

II-3

Exhibit  Number	Exhibit
3.29	Memorandum of Association of Ensco (Myanmar) Limited (incorporated by reference to Exhibit 3.36 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.30	Certificate of Incorporation of Ensco (Myanmar) Limited (incorporated by reference to Exhibit 3.37 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.31	Articles of Association ENSCO Arabia Co. Ltd. (incorporated by reference to Exhibit 3.38 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.32	Limited Liability Company Agreement of ENSCO Asia Company LLC (f/k/a ENSCO Asia Company) (incorporated by reference to Exhibit 3.39 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.33	Certificate of Formation of ENSCO Asia Company LLC (incorporated by reference to Exhibit 3.40 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.34	Memorandum and Articles of Association of ENSCO Asia Pacific Pte. Limited (incorporated by reference to Exhibit 3.41 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.35	Certificate of Incorporation of ENSCO Asia Pacific Pte. Limited (incorporated by reference to Exhibit 3.42 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.36	Memorandum and Articles of Association of Ensco Associates Company (incorporated by reference to Exhibit 3.43 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.37	Certificate of Incorporation of Ensco Associates Company (incorporated by reference to Exhibit 3.44 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.38	Constitution of ENSCO Australia Pty. Limited (incorporated by reference to Exhibit 3.45 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.39	Certificate of Incorporation of ENSCO Australia Pty. Limited (incorporated by reference to Exhibit 3.46 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.40	Memorandum and Articles of Association of ENSCO Capital Limited (incorporated by reference to Exhibit 3.47 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.41	Certificate of Incorporation of ENSCO Capital Limited (incorporated by reference to Exhibit 3.48 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.42	Limited Liability Company Agreement of ENSCO Corporate Resources LLC (incorporated by reference to Exhibit 3.49 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.43	Certificate of Formation of ENSCO Corporate Resources LLC (incorporated by reference to Exhibit 3.50 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.44	Memorandum and Articles of Association of Ensco Deepwater Drilling Limited (incorporated by reference to Exhibit 3.51 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).

II-4

Exhibit  Number	Exhibit
3.45	Certificate of Incorporation of Ensco Deepwater Drilling Limited (incorporated by reference to Exhibit 3.52 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.46	Limited Liability Company Agreement of ENSCO Deepwater USA II LLC (incorporated by reference to Exhibit 3.53 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.47	Certificate of Formation of ENSCO Deepwater USA II LLC (incorporated by reference to Exhibit 3.54 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.48	Memorandum and Articles of Association of ENSCO Development Limited (incorporated by reference to Exhibit 3.55 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.49	Certificate of Incorporation of ENSCO Development Limited (incorporated by reference to Exhibit 3.56 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.50	Alterações do Contrato Social and Certificate of Registry of ENSCO do Brasil Petróleo e Gás Ltda. (incorporated by reference to Exhibit 3.57 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.51	Memorandum of Association of Ensco Drilling I Ltd. (incorporated by reference to Exhibit 3.58 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.52	Articles of Association of Ensco Drilling I Ltd. (incorporated by reference to Exhibit 3.59 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.53	Certificate of Incorporation of Ensco Drilling I Ltd. (incorporated by reference to Exhibit 3.60 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.54	Limited Liability Company Agreement of ENSCO Drilling Mexico LLC (incorporated by reference to Exhibit 3.61 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.55	Certificate of Formation of Ensco Drilling Mexico LLC (incorporated by reference to Exhibit 3.62 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.56	Memorandum and Articles of Association of Ensco Endeavors Limited (incorporated by reference to Exhibit 3.63 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.57	Certificate of Incorporation of Ensco Endeavors Limited (incorporated by reference to Exhibit 3.64 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.58	Articles of Incorporation of ENSCO Global GmbH (incorporated by reference to Exhibit 3.65 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.59	Certificate of Incorporation of ENSCO Global GmbH (incorporated by reference to Exhibit 3.66 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.60	Memorandum and Articles of Association of Ensco Global II Ltd. (incorporated by reference to Exhibit 3.67 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).

II-5

Exhibit  Number	Exhibit
3.61	Certificate of Incorporation of Ensco Global II Ltd. (incorporated by reference to Exhibit 3.68 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.62	Amended and Restated Partnership Agreement of ENSCO Global Investments LP (incorporated by reference to Exhibit 3.69 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.63	Certificate of Registration of ENSCO Global Investments LP (incorporated by reference to Exhibit 3.70 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.64	Memorandum and Articles of Association of Ensco Global IV Ltd. (f/k/a Pride Global Ltd.) as amended. (incorporated by reference to Exhibit 3.71 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.65	Certificate of Incorporation of Ensco Global IV Ltd. (incorporated by reference to Exhibit 3.72 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.66	Amended and Restated Articles of Association of ENSCO Global Limited (incorporated by reference to Exhibit 3.73 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.67	Memorandum of Association of ENSCO Global Limited (incorporated by reference to Exhibit 3.74 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.68	Certificate of Incorporation of ENSCO Global Limited (incorporated by reference to Exhibit 3.75 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.69	Memorandum of Association of ENSCO Global Resources Limited (incorporated by reference to Exhibit 3.76 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.70	Articles of Association of ENSCO Global Resources Limited (incorporated by reference to Exhibit 3.77 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.71	Certificate of Incorporation of ENSCO Global Resources Limited (incorporated by reference to Exhibit 3.78 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.72	Articles of Association of Ensco Holdco Limited (incorporated by reference to Exhibit 3.79 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.73	Certificate of Incorporation of Ensco Holdco Limited (incorporated by reference to Exhibit 3.80 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.74	Amended and Restated By-Laws of ENSCO Holding Company (incorporated by reference to Exhibit 3.81 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.75	Certificate of Incorporation of ENSCO Holding Company (incorporated by reference to Exhibit 3.82 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.76	Memorandum of Association of Ensco Holdings I Ltd. (incorporated by reference to Exhibit 3.83 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).

II-6

Exhibit  Number	Exhibit
3.77	Articles of Association of Ensco Holdings I Ltd. (incorporated by reference to Exhibit 3.84 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.78	Certificate of Incorporation of Ensco Holdings I Ltd. (incorporated by reference to Exhibit 3.85 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.79	Articles of Incorporation of Ensco Incorporated (incorporated by reference to Exhibit 3.86 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.80	Amended and Restated By-Laws of Ensco Incorporated (f/k/a Ensco, Inc.) (incorporated by reference to Exhibit 3.87 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.81	Certificate of Incorporation of Ensco Incorporated (incorporated by reference to Exhibit 3.88 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.82	Articles of Incorporation of Ensco Intercontinental GmbH (incorporated by reference to Exhibit 3.89 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.83	Certificate of Incorporation of Ensco Intercontinental GmbH (incorporated by reference to Exhibit 3.90 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.84	Amended and Restated By-Laws of ENSCO International Incorporated (incorporated by reference to Exhibit 3.91 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.85	Amended and Restated Certificate of Incorporation of ENSCO International Incorporated (incorporated by reference to Exhibit 3.92 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.86	Memorandum and Articles of Association of Ensco International Ltd. (f/k/a Pride International Ltd.) as amended by Amendment No. 3 thereto (incorporated by reference to Exhibit 3.93 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.87	Certificate of Incorporation of Ensco International Ltd. (incorporated by reference to Exhibit 3.94 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.88	Operating Agreement of ENSCO Investments LLC (incorporated by reference to Exhibit 3.95 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.89	Limited Liability Company Charter of ENSCO Investments LLC (incorporated by reference to Exhibit 3.96 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.90	Memorandum of Association of Ensco Jersey Finance Limited (f/k/a ESV Jersey Subsidiary Limited) (incorporated by reference to Exhibit 3.97 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.91	Articles of Association of Ensco Jersey Finance Limited (incorporated by reference to Exhibit 3.98 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.92	Certificate of Incorporation of Ensco Jersey Finance Limited (incorporated by reference to Exhibit 3.99 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).

II-7

Exhibit  Number	Exhibit
3.93	Memorandum of Association of ENSCO Limited (f/k/a ENSCO Holding Company) (incorporated by reference to Exhibit 3.100 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.94	Articles of Association of ENSCO Limited (incorporated by reference to Exhibit 3.101 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.95	Certificate of Incorporation of ENSCO Limited (incorporated by reference to Exhibit 3.102 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.96	Memorandum and Articles of Association of Ensco Management Corp. (f/k/a Westville Management Corporation) (incorporated by reference to Exhibit 3.103 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.97	Certificate of Incorporation of Ensco Management Corp. (incorporated by reference to Exhibit 3.104 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.98	Memorandum of Association of ENSCO Maritime Limited (f/k/a Seadrill A/S LTD.) (incorporated by reference to Exhibit 3.105 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.99	Certificate of Incorporation of ENSCO Maritime Limited (incorporated by reference to Exhibit 3.106 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.100	Deed of Incorporation and Registration Certificate of Ensco Mexico Services S.de R.L. de C.V. (incorporated by reference to Exhibit 3.107 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.101	Memorandum of Association of Ensco Ocean 2 Company (incorporated by reference to Exhibit 3.108 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.102	Articles of Association of Ensco Ocean 2 Company (incorporated by reference to Exhibit 3.109 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.103	Certificate of Incorporation of Ensco Ocean 2 Company (incorporated by reference to Exhibit 3.110 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.104	Limited Liability Company Agreement of ENSCO Oceanics Company LLC as Amended March 31, 2010 (incorporated by reference to Exhibit 3.111 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.105	Certificate of Conversion of ENSCO Oceanics Company LLC (incorporated by reference to Exhibit 3.112 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.106	Memorandum and Articles of Association of ENSCO Oceanics International Company (incorporated by reference to Exhibit 3.113 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.107	Certificate of Incorporation of ENSCO Oceanics International Company (incorporated by reference to Exhibit 3.114 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.108	Limited Liability Company Agreement of ENSCO Offshore LLC (f/k/a ENSCO Offshore Company) (incorporated by reference to Exhibit 3.115 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).

II-8

Exhibit  Number	Exhibit
3.109	Certificate of Conversion of ENSCO Offshore LLC (incorporated by reference to Exhibit 3.116 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.110	Memorandum and Articles of Association of ENSCO Offshore International Company (f/k/a Pride International Management Company) (incorporated by reference to Exhibit 3.117 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.111	Certificate of Incorporation of ENSCO Offshore International Company (incorporated by reference to Exhibit 3.118 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.112	Bylaws of ENSCO Offshore International Company (incorporated by reference to Exhibit 3.119 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.113	Amended and Restated Memorandum and Articles of Association of ENSCO Offshore International Holdings Limited (incorporated by reference to Exhibit 3.120 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.114	Certificate of Incorporation of ENSCO Offshore International Holdings Limited (incorporated by reference to Exhibit 3.121 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.115	Certificate of Registration of UK Establishment of ENSCO Offshore International Holdings Limited (incorporated by reference to Exhibit 3.122 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.116*	Articles of Incorporation of ENSCO Offshore International Inc.
3.117	Articles of Amendment of ENSCO Offshore International Inc. (incorporated by reference to Exhibit 3.123 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.118	Bylaws of ENSCO Offshore International Inc. (incorporated by reference to Exhibit 3.124 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.119	Endorsement Certificate of ENSCO Offshore International Inc. (incorporated by reference to Exhibit 3.125 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.120	First Amended and Restated Company Agreement of Ensco Offshore International LLC (f/k/a Pride Offshore International LLC) (incorporated by reference to Exhibit 3.126 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.121	Certificate of Formation of Ensco Offshore International LLC (incorporated by reference to Exhibit 3.127 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.122	21a Alteraçõe da Contrato Social of Ensco Offshore Petróleo e Gás Ltda. (incorporated by reference to Exhibit 3.128 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.123	Certificate of Registry of Ensco Offshore Petróleo e Gás Ltda. (incorporated by reference to Exhibit 3.129 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.124	Memorandum of Association of ENSCO Offshore U.K. Limited (incorporated by reference to Exhibit 3.130 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).

II-9

Exhibit  Number	Exhibit
3.125	Articles of Association of ENSCO Offshore U.K. Limited (incorporated by reference to Exhibit 3.131 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.126	Certificate of Incorporation of ENSCO Offshore U.K. Limited (incorporated by reference to Exhibit 3.132 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.127	Memorandum and Articles of Association of ENSCO Overseas Limited (incorporated by reference to Exhibit 3.133 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.128	Certificate of Incorporation of ENSCO Overseas Limited (incorporated by reference to Exhibit 3.134 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.129	Articles of Association of ENSCO Services Limited (f/k/a Attachminster Limited) (incorporated by reference to Exhibit 3.135 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.130	Certificate of Incorporation of ENSCO Services Limited (incorporated by reference to Exhibit 3.136 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.131	Amended and Restated Limited Partnership Agreement of Ensco Transcontinental II LP (incorporated by reference to Exhibit 3.137 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.132	Certificate of Registration of Ensco Transcontinental II LP (incorporated by reference to Exhibit 3.138 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.133	Memorandum of Association of Ensco Transnational I Limited (incorporated by reference to Exhibit 3.139 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.134	Articles of Association of Ensco Transnational I Limited (incorporated by reference to Exhibit 3.140 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.135	Certificate of Incorporation of Ensco Transnational I Limited (incorporated by reference to Exhibit 3.141 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.136	Memorandum of Association of Ensco Transnational III Limited (incorporated by reference to Exhibit 3.142 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.137	Articles of Association of Ensco Transnational III Limited (incorporated by reference to Exhibit 3.143 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.138	Certificate of Incorporation of Ensco Transnational III Limited (incorporated by reference to Exhibit 3.144 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.139	Articles of Association of ENSCO U.K. Limited (f/k/a Instantcorp Limited) (incorporated by reference to Exhibit 3.145 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.140	Certificate of Incorporation of ENSCO U.K. Limited (incorporated by reference to Exhibit 3.146 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).

II-10

Exhibit  Number	Exhibit
3.141	Memorandum of Association of Ensco UK Drilling Limited (incorporated by reference to Exhibit 3.147 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.142	Articles of Association of Ensco UK Drilling Limited (incorporated by reference to Exhibit 3.148 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.143	Certificate of Incorporation of Ensco UK Drilling Limited (incorporated by reference to Exhibit 3.149 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2021, File No. 333-257022).
3.144	Amended and Restated Memorandum and Articles of Association of Ensco Universal Holdings I Ltd. (incorporated by reference to Exhibit 3.152 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.145	Certificate of Incorporation of Ensco Universal Holdings I Ltd. (incorporated by reference to Exhibit 3.153 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.146	Certificate of Registration of an Overseas Company for Ensco Universal Holdings I Ltd. (incorporated by reference to Exhibit 3.154 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.147	Amended and Restated Memorandum and Articles of Association of Ensco Universal Holdings II Ltd. (incorporated by reference to Exhibit 3.155 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.148	Certificate of Incorporation of Ensco Universal Holdings II Ltd. (incorporated by reference to Exhibit 3.156 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.149	Certificate of Registration of an Overseas Company for Ensco Universal Holdings II Ltd. (incorporated by reference to Exhibit 3.157 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.150	Memorandum of Association of ENSCO Universal Limited (incorporated by reference to Exhibit 3.158 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.151	Articles of Association of ENSCO Universal Limited (incorporated by reference to Exhibit 3.159 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.152	Certificate of Incorporation of ENSCO Universal Limited (incorporated by reference to Exhibit 3.160 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.153	Memorandum and Articles of Association of Ensco Vistas Limited (incorporated by reference to Exhibit 3.161 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.154	Certificate of Incorporation of Ensco Vistas Limited (incorporated by reference to Exhibit 3.162 to the Registrant’s Amendment No. 5 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.155	Articles of Incorporation of Ensco Worldwide GmbH (incorporated by reference to Exhibit 3.163 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.156	Certificate of Incorporation of Ensco Worldwide GmbH (incorporated by reference to Exhibit 3.164 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).

II-11

Exhibit  Number	Exhibit
3.157	Regulations of EnscoRowan Ghana Drilling Limited (incorporated by reference to Exhibit 3.165 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.158	Certificate of Incorporation of EnscoRowan Ghana Drilling Limited (incorporated by reference to Exhibit 3.166 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.159	Memorandum and Articles of Association of Great White Shark Limited (incorporated by reference to Exhibit 3.167 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.160	Certificate of Incorporation of Great White Shark Limited (incorporated by reference to Exhibit 3.168 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.161	Memorandum and Articles of Association of Green Turtle Limited (incorporated by reference to Exhibit 3.169 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.162	Certificate of Incorporation of Green Turtle Limited (incorporated by reference to Exhibit 3.170 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.163	Memorandum and Articles of Association of Manatee Limited (incorporated by reference to Exhibit 3.171 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.164	Certificate of Registration of Manatee Limited (incorporated by reference to Exhibit 3.172 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.165	Memorandum and Articles of Association of Manta Ray Limited (incorporated by reference to Exhibit 3.173 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.166	Certificate of Registration of Manta Ray Limited (incorporated by reference to Exhibit 3.174 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.167	Memorandum and Articles of Association of Marine Blue Limited (incorporated by reference to Exhibit 3.175 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.168	Certificate of Incorporation of Marine Blue Limited (incorporated by reference to Exhibit 3.176 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.169	Limited Liability Company Agreement of Offshore Drilling Services LLC (incorporated by reference to Exhibit 3.177 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.170	Certificate of Formation of Offshore Drilling Services LLC (incorporated by reference to Exhibit 3.178 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.171	Amended and Restated Memorandum and Articles of Association of Pacific Offshore Labor Company (incorporated by reference to Exhibit 3.179 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.172	Certificate of Incorporation of Pacific Offshore Labor Company (incorporated by reference to Exhibit 3.180 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).

II-12

Exhibit  Number	Exhibit
3.173	Memorandum and Articles of Association of Petroleum International Pte. Ltd. (incorporated by reference to Exhibit 3.181 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.174	Certificate Confirming Incorporation of Petroleum International Pte. Ltd. (incorporated by reference to Exhibit 3.182 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.175	Memorandum and Articles of Association of Pride Global II Ltd. (incorporated by reference to Exhibit 3.183 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.176	Certificate of Incorporation of Pride Global II Ltd. (incorporated by reference to Exhibit 3.184 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.177	Operating Agreement of Pride International LLC (f/k/a Pride International, Inc.) (incorporated by reference to Exhibit 3.185 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.178	Amended and Restated By-Laws of Pride International LLC (incorporated by reference to Exhibit 3.186 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.179	Certificate of Formation of Pride International LLC (incorporated by reference to Exhibit 3.187 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.180	Certificate of Limited Partnership of Pride International Management Co. LP (incorporated by reference to Exhibit 3.188 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.181	Memorandum and Articles of Association of Ralph Coffman Limited (incorporated by reference to Exhibit 3.189 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.182	Certificate of Incorporation of Ralph Coffman Limited (incorporated by reference to Exhibit 3.190 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.183	Restated Articles of Association of Ralph Coffman Luxembourg S.à r.l. (f/k/a Rowan Financement S.à r.l.) (incorporated by reference to Exhibit 3.191 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.184	Memorandum and Articles of Association of RCI International, Inc. (incorporated by reference to Exhibit 3.192 to the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.185	Certificate of Incorporation of RCI International, Inc. (incorporated by reference to Exhibit 3.193 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.186	Memorandum and Articles of Association of RD International Services Pte. Ltd. as amended December 31, 2018 (incorporated by reference to Exhibit 3.194 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.187	Certificate of Incorporation of RD International Services Pte. Ltd. (incorporated by reference to Exhibit 3.195 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.188	Memorandum and Articles of Association of RDC Arabia Drilling, Inc. (f/k/a Rowan North Sea Investments, Inc.) (incorporated by reference to Exhibit 3.196 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).

II-13

Exhibit  Number	Exhibit
3.189	Certificate of Registration By Way of Continuation of RDC Arabia Drilling, Inc. (incorporated by reference to Exhibit 3.197 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.190	Bylaws of RDC Arabia Drilling, Inc. (incorporated by reference to Exhibit 3.198 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.191	Restated Articles of Association of RDC Holdings Luxembourg S.à r.l. (incorporated by reference to Exhibit 3.199 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.192	Memorandum and Articles of Association of RDC Malta Limited (incorporated by reference to Exhibit 3.200 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.193	Certificate of Continuation of RDC Malta Limited (incorporated by reference to Exhibit 3.201 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.194	Articles of Association of RDC Offshore Luxembourg S.à r.l. (incorporated by reference to Exhibit 3.202 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.195	Memorandum and Articles of Association of RDC Offshore Malta Limited (incorporated by reference to Exhibit 3.203 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.196	Certificate of Continuation of RDC Offshore Malta Limited (incorporated by reference to Exhibit 3.204 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.197	Amended and Restated Memorandum and Articles of Association of RoCal Cayman Limited (f/k/a RCI Drilling International, Inc.) (incorporated by reference to Exhibit 3.205 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.198	Certificate of Incorporation of RoCal Cayman Limited (incorporated by reference to Exhibit 3.206 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.199	Articles of Association of Rowan Companies Limited (incorporated by reference to Exhibit 3.207 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.200	Certificate of Incorporation of Rowan Companies Limited (incorporated by reference to Exhibit 3.208 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.201	Limited Liability Company Agreement of Rowan Companies, LLC (incorporated by reference to Exhibit 3.209 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.202	Amended and Restated Certificate of Incorporation of Rowan Companies, LLC (incorporated by reference to Exhibit 3.210 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.203	Memorandum and Articles of Association of Rowan Drilling (Gibraltar) Limited (f/k/a Black Forest Limited) (incorporated by reference to Exhibit 3.211 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.204	Certificate of Incorporation of Rowan Drilling (Gibraltar) Limited (incorporated by reference to Exhibit 3.212 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).

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Exhibit  Number	Exhibit
3.205	Amended and Restated Memorandum and Articles of Association of Rowan Drilling (Trinidad) Limited (f/k/a ROWAN S116E#2, INC.) (incorporated by reference to Exhibit 3.213 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.206	Certificate of Incorporation of Rowan Drilling (Trinidad) Limited (incorporated by reference to Exhibit 3.214 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.207	Certificate of Incorporation, Memorandum and Articles of Association of Rowan Drilling (U.K.) Limited (incorporated by reference to Exhibit 3.215 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.208	Memorandum and Articles of Association of Rowan Drilling Services Limited (incorporated by reference to Exhibit 3.219 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.209	Certificate of Incorporation of Rowan Drilling Services Limited (incorporated by reference to Exhibit 3.220 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.210	Restated Articles of Association of Rowan International Rig Holdings S.à r.l. (incorporated by reference to Exhibit 3.221 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.211	Limited Liability Company Agreement of Rowan Marine Services LLC (f/k/a Rowan Marine Services, Inc.) as amended by Amendment No. 1 (incorporated by reference to Exhibit 3.222 to the Registrant’s Amendment No. 7 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.212	Certificate of Formation of Rowan Marine Services LLC (incorporated by reference to Exhibit 3.223 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.213	Memorandum and Articles of Association of Rowan N-Class (Gibraltar) Limited (incorporated by reference to Exhibit 3.224 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.214	Certificate of Incorporation of Rowan N-Class (Gibraltar) Limited (incorporated by reference to Exhibit 3.225 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.215	Memorandum of Association of Rowan No. 1 Limited (incorporated by reference to Exhibit 3.226 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.216	Articles of Association of Rowan No. 1 Limited (incorporated by reference to Exhibit 3.227 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.217	Certificate of Incorporation of Rowan No. 1 Limited (incorporated by reference to Exhibit 3.228 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.218	Memorandum of Association of Rowan No. 2 Limited (incorporated by reference to Exhibit 3.229 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.219	Certificate of Incorporation of Rowan No. 2 Limited (incorporated by reference to Exhibit 3.230 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).

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Exhibit  Number	Exhibit
3.220	Memorandum of Association of Rowan Norway Limited (f/k/a Grey Pearl Limited and subsequently known as Rowan (Gibraltar) Limited) (incorporated by reference to Exhibit 3.231 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.221	Articles of Association of Rowan Norway Limited (incorporated by reference to Exhibit 3.232 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.222	Certificate of Incorporation of Rowan Norway Limited (incorporated by reference to Exhibit 3.233 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.223	Memorandum and Articles of Association of Rowan Offshore (Gibraltar) Limited (incorporated by reference to Exhibit 3.234 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.224	Certificate of Incorporation of Rowan Offshore (Gibraltar) Limited (incorporated by reference to Exhibit 3.235 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.225	Restated Articles of Association of Rowan Offshore Luxembourg S.à r.l. (incorporated by reference to Exhibit 3.236 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.226	Amended Articles of Association of Rowan Rigs S.à r.l.(f/k/a Lionfish Luxembourg S.à r.l) (incorporated by reference to Exhibit 3.237 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.227	Deed of Incorporation and bylaws of Rowan S. de R.L. de C.V. (incorporated by reference to Exhibit 3.238 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.228	Limited Liability Company Agreement of Rowan Services LLC (incorporated by reference to Exhibit 3.239 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.229	Certificate of Formation of Rowan Services LLC (incorporated by reference to Exhibit 3.240 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.230	Memorandum and Articles of Association of Rowan US Holdings (Gibraltar) Limited (incorporated by reference to Exhibit 3.241 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.231	Certificate of Incorporation of Rowan US Holdings (Gibraltar) Limited (incorporated by reference to Exhibit 3.242 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.232	Amendment No. 1 to Limited Liability Company Agreement of Rowandrill, LLC (f/k/a Rowandrill, Inc.) (incorporated by reference to Exhibit 3.243 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.233	Certificate of Formation of Rowandrill, LLC (incorporated by reference to Exhibit 3.244 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.234	Limited Liability Company Agreement of International Technical Services LLC (incorporated by reference to Exhibit 3.245 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.235	Certificate of Formation of International Technical Services LLC (incorporated by reference to Exhibit 3.246 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).

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Exhibit  Number	Exhibit
3.236	Memorandum of Association of Valaris Holdco 1 Limited (incorporated by reference to Exhibit 3.247 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.237	Byelaws of Valaris Holdco 1 Limited (incorporated by reference to Exhibit 3.248 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.238	Certificate of Incorporation of Valaris Holdco 1 Limited (incorporated by reference to Exhibit 3.249 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.239	Memorandum of Association of Valaris Holdco 2 Limited (incorporated by reference to Exhibit 3.250 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.240	Byelaws of Valaris Holdco 2 Limited (incorporated by reference to Exhibit 3.251 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.241	Certificate of Incorporation of Valaris Holdco 2 Limited (incorporated by reference to Exhibit 3.252 to the Registrant’s Amendment No. 8 to Registration Statement on Form S-1 filed on June 15, 2021, File No. 333-257022).
3.242	Certificate of Incorporation of Alpha South Pacific Holding Company (incorporated by reference to Exhibit 3.253 to the Registrant’s Amendment No. 9 to Registration Statement on Form S-1 filed on July 7, 2021, File No. 333-257022).
3.243	Memorandum and Articles of Association of Alpha South Pacific Holding Company (incorporated by reference to Exhibit 3.254 to the Registrant’s Amendment No. 9 to Registration Statement on Form S-1 filed on July 7, 2021, File No. 333-257022).
3.244	Amended and Restated Memorandum and Articles of Association of Ralph Coffman Cayman Limited (incorporated by reference to Exhibit 3.255 to the Registrant’s Amendment No. 9 to Registration Statement on Form S-1 filed on July 7, 2021, File No. 333-257022).
3.245	Certificate of Incorporation of Ralph Coffman Cayman Limited (incorporated by reference to Exhibit 3.256 to the Registrant’s Amendment No. 9 to Registration Statement on Form S-1 filed on July 7, 2021, File No. 333-257022).
3.246	Amended & Restated Articles of Association of Rowan Financial Holdings S.a r.l. (incorporated by reference to Exhibit 3.257 to the Registrant’s Amendment No. 9 to Registration Statement on Form S-1 filed on July 7, 2021, File No. 333-257022).
3.247	Memorandum and Articles of Association of Rowan 240C#3, INC. (incorporated by reference to Exhibit 3.258 to the Registrant’s Amendment No. 9 to Registration Statement on Form S-1 filed on July 7, 2021, File No. 333-257022).
3.248	Certificate of Incorporation of Rowan 240C#3, INC. (incorporated by reference to Exhibit 3.259 to the Registrant’s Amendment No. 9 to Registration Statement on Form S-1 filed on July 7, 2021, File No. 333-257022).
3.249*	Certificate of Formation of Valaris United LLC
3.250*	Limited Liability Company Agreement of Valaris United LLC
4.1	Indenture, dated as of April 30, 2021, among Valaris Limited, the guarantors listed therein, and Wilmington Savings Fund Society, FSB as collateral agent and trustee (including the form of First Lien Note attached thereto) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No. 001-08097).

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Exhibit  Number	Exhibit
4.2	First Supplemental Indenture, dated as of July 6, 2021, among Valaris Limited, Alpha South Pacific Holding Company, and Wilmington Savings Fund Society, FSB as collateral agent and trustee (incorporated by reference to Exhibit 4.2 to the Company’s Amendment No. 9 to Registration Statement on Form S-1 filed on July 7, 2021, File No. 333-257022).
4.3	Second Supplemental Indenture, dated as of January 12, 2022, among Valaris Limited, Valaris United LLC, and Wilmington Savings Fund, FSB as collateral agent and trustee (incorporated by reference to Exhibit 4.4 to the Registrant's Annual Report on Form 10-K filed on February 22, 2022, File No. 001-08097).
4.4	Warrant Agreement, dated as of April 30, 2021, by and between Valaris Limited and Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No. 001-08097).
4.5	Equity Registration Rights Agreement, dated as of April 30, 2021, by and among Valaris Limited and the holders party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No. 001-08097).
4.6	Notes Registration Rights Agreement, dated as of April 30, 2021, by and among Valaris Limited and the holders party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No. 001-08097).
4.7	Description of the Company’s Common Shares (incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2022, File No. 001-08097).
4.8	Description of the Company’s Warrants (incorporated by reference to Exhibit 4.7 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2022, File No. 001-08097).
5.1*	Legal opinion of Conyers Dill & Pearman Limited as to the legality of the securities being registered.
5.2*	Legal opinion of Gibson, Dunn & Crutcher LLP.
5.3*	Legal opinion of Allen & Gledhill LLP.
5.4*	Legal opinion of Allen & Gledhill (Myanmar) Co., Ltd.
5.5*	Legal opinion of Anderson Strathern LLP.
5.6*	Legal opinion of Bentsi-Enchill, Letsa & Ankomah.
5.7*	Legal opinion of Brownstein Hyatt Farber Schreck, LLP.
5.8*	Legal opinion of Elvinger Hoss Prussen.
5.9*	Legal opinion of Galicia Abogados, S.C.
5.10*	Legal opinion of Ganado Advocates.
5.11*	Legal opinion of Gilbert and Tobin.
5.12*	Legal opinion of Hammad & Al-Mehdar.
5.13*	Legal opinion of Hombuger AG.
5.14*	Legal opinion of Isolas LLP.
5.15*	Legal opinion of Maples and Calder (Cayman) LLP.
5.16*	Legal opinion of Maples and Calder (BVI) LLP.
5.17*	Legal opinion of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados.
5.18*	Legal opinion of Mourant Ozannes (Jersey) LLP.
5.19*	Legal opinion of Seward & Kissel LLP.
5.20*	Legal opinion of Slaughter and May.
5.21*	Legal opinion of Slaughter and May.

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Exhibit  Number	Exhibit
22.1	List of Guarantor Subsidiaries and Affiliate Securities Pledged as Collateral (incorporated byreference to Exhibit 22.1 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2022, File No. 001-08097).
23.1*	Consent of Conyers Dill & Pearman Limited (contained in Exhibit 5.1).
23.2*	Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.2).
23.3*	Consent of Allen & Gledhill LLP (contained in Exhibit 5.3).
23.4*	Consent of Allen & Gledhill (Myanmar) Co., Ltd. (contained in Exhibit 5.4).
23.5*	Consent of Anderson Strathern LLP (contained in Exhibit 5.5).
23.6*	Consent of Bentsi-Enchill, Letsa & Ankomah (contained in Exhibit 5.6).
23.7*	Consent of Brownstein Hyatt Farber Schreck, LLP (contained in Exhibit 5.7).
23.8*	Consent of Elvinger Hoss Prussen (contained in Exhibit 5.8).
23.9*	Consent of Galicia Abogados, S.C. (contained in Exhibit 5.9).
23.10*	Consent of Ganado Advocates (contained in Exhibit 5.10).
23.11*	Consent of Gilbert and Tobin (contained in Exhibit 5.11).
23.12*	Consent of Hammad & Al-Mehdar (contained in Exhibit 5.12).
23.13*	Consent of Hombuger AG (contained in Exhibit 5.13).
23.14*	Consent of Isolas LLP (contained in Exhibit 5.14).
23.15*	Consent of Maples and Calder (Cayman) LLP (contained in Exhibit 5.15).
23.16*	Consent of Maples and Calder (BVI) LLP (contained in Exhibit 5.16).
23.17*	Consent of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados (contained in Exhibit 5.17).
23.18*	Consent of Mourant Ozannes (Jersey) LLP (contained in Exhibit 5.18).
23.19*	Consent of Seward & Kissel LLP (contained in Exhibit 5.19).
23.20*	Consent of Slaughter and May (contained in Exhibit 5.20).
23.21*	Consent of Slaughter and May (contained in Exhibit 5.21).
23.22*	Consent of KPMG LLP.
24.1*	Powers of Attorney (included on the signature pages of this Registration Statement).
25.1*	Form T-1 Statement of Eligibility and Qualification respecting the Indenture.
107*	Filing Fee Tables.

*

Filed herewith.

Item 17.   Undertakings

(a)   The undersigned registrant hereby undertakes:

(1)   to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)   to include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)   to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant

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to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)   to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this Registration Statement.

(2)   that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3)   to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4)   that, for purposes of determining liability under the Securities Act to any purchaser:

(i)   each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed prospectus was deemed part of and included in this Registration Statement; and

(ii)   each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)   that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)   Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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(iii)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)   Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hamilton, Bermuda on March 7, 2022.

Valaris Limited

By:

/s/ Anton Dibowitz

Anton Dibowitz
President, Chief Executive Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Anton Dibowitz Anton Dibowitz	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Darin Gibbins Darin Gibbins	Interim Chief Financial Officer and Vice President, Investor Relations and Treasurer (Principal Financial Officer)
/s/ Colleen W. Grable Colleen W. Grable	Controller (Principal Accounting Officer)
/s/ Elizabeth Leykum Elizabeth Leykum	Chair of the Board and Director
/s/ Dick Fagerstal Dick Fagerstal	Director
/s/ Joseph Goldschmid Joseph Goldschmid	Director
/s/ Deepak Munganahalli Deepak Munganahalli	Director
/s/ James W. Swent James W. Swent	Director

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Alpha Achiever Company

By:

/s/ Nicolas Jaciuk

Name: Nicolas Jaciuk
Title:   Vice President, Treasurer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive, Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Vice President, Secretary and Director
/s/ Jamie Nelson Jamie Nelson	Director
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Treasurer and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Alpha Admiral Company

By:

/s/ Nicolas Jaciuk

Name: Nicolas Jaciuk
Title:   Vice President, Treasurer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive, Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Vice President, Secretary and Director
/s/ Jamie Nelson Jamie Nelson	Director
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Treasurer and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Alpha Archer Company

By:

/s/ Nicolas Jaciuk

Name: Nicolas Jaciuk
Title:   Vice President, Treasurer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Vice President, Secretary and Director
/s/ Janie Nelson Jamie Nelson	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Alpha Aurora Company

By:

/s/ Nicolas Jaciuk

Name: Nicolas Jaciuk
Title:   Vice President, Treasurer, and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Alpha Offshore Drilling Services Company

By:

/s/ Abhay M. Shetty

Name: Abhay M. Shetty
Title:   Vice President, Secretary and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jacques-Henri Philippe Eychenne Jacques-Henri Philippe Eychenne	President and Director (Principal Executive Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Alpha Orca Company

By:

/s/ Nicolas Jaciuk

Name: Nicolas Jaciuk
Title:   Vice President, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Vice President, Secretary and Director
/s/ Janie Nelson Jamie Nelson	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

Atlantic Maritime Services LLC

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   Vice President and Secretary

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jason Morganelli Jason Morganelli	President (Principal Executive Officer)
/s/ Ben Rose Ben Rose	Vice President and Treasurer (Principal Financial and Accounting Officer)

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Alpha South Pacific Holding Company

By:

/s/ Nicolas Jaciuk

Name: Nicolas Jaciuk
Title:   President and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President and Director (Principal Executive Officer)
/s/ Colleen Grable Colleen Grable	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Subiaco, Australia, on March 7, 2022.

Atwood Australian Waters Drilling Pty Ltd

By:

/s/ Nicolas Jaciuk

Name: Nicolas Jaciuk
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	Director (Principal Executive, Financial and Accounting Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Director
/s/ Kodjo Dogbe Kodjo Dogbe	Director and Public Officer
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Subiaco, Australia, on March 7, 2022.

Atwood Oceanics Australia Pty. Limited

By:

/s/ Nicolas Jaciuk

Name: Nicolas Jaciuk
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	Director (Principal Executive, Financial and Accounting Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Director
/s/ Kodjo Dogbe Kodjo Dogbe	Director and Public Officer
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Atwood Oceanics Pacific Limited

By:

/s/ Abhay M. Shetty

Name: Abhay M. Shetty
Title:   Vice President, Secretary and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hong Kong, on March 7, 2022.

Atwood Offshore Drilling Limited

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Christian Ochoa Christian Ochoa	Director (Principal Executive Officer)
/s/ Colleen Grable Colleen Grable	Director (Principal Financial and Accounting Officer)
/s/ Himanshu Desai Himanshu Desai	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Atwood Offshore Worldwide Limited

By:

/s/ Abhay M. Shetty

Name: Abhay M. Shetty
Title:   Vice President, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President and Director (Principal Executive Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Jacques-Henri Philippe Eychenne Jacques-Henri Philippe Eychenne	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

ENSCO (Barbados) Limited

By:

/s/ Nicolas Jaciuk

Name: Nicolas Jaciuk
Title:   Vice President, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Kyauktada Township, Yangon, Republic of Myanmar, on March 7, 2022.

Ensco (Myanmar) Limited

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   General Manager and Treasurer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Christian Ochoa Christian Ochoa	General Manager and Treasurer (Principal Executive, Financial and Accounting Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	General Manager and Director
/s/ Loi Jin Choo Loi Jin Choo	Director
/s/ Nicolas Jaciuk Nicolas Jaciuk	General Manager and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Riyadh, Saudi Arabia, on March 7, 2022.

ENSCO Arabia Co. Ltd.

By:

/s/ Edward B. Cozier II

Name: Edward B. Cozier II
Title:   General Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Edward B. Cozier Edward B. Cozier	General Manager (Principal Executive, Financial and Accounting Officer)
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dallas, Texas, on March 7, 2022.

ENSCO Asia Company LLC

By:

/s/ Nicolas Jaciuk

Name: Nicolas Jaciuk
Title:   President and Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President and Manager (Principal Executive Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Treasurer and Secretary (Principal Financial and Accounting Officer)
/s/ Jacques-Henri Philippe Eychenne Jacques-Henri Philippe Eychenne	Manager
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Singapore on March 7, 2022.

ENSCO Asia Pacific Pte. Limited

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Christian Ochoa Christian Ochoa	Director (Principal Executive, Financial and Accounting Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Director
/s/ Jacques-Henri Philippe Eychenne Jacques-Henri Philippe Eychenne	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

ENSCO Associates Company

By:

/s/ David A. Armour

Name: David A. Armour
Title:   President and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ David A. Armour David A. Armour	President and Director (Principal Executive Officer)
/s/ Kristin Larsen Kristin Larsen	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Coleen W. Grable Colleen W. Grable	Vice President, Secretary and Director
/s/ Jamie Nelson Jamie Nelson	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Subiaco, Australia, on March 7, 2022.

ENSCO Australia Pty. Limited

By:

/s/ Kodjo Dogbe

Name: Kodjo Dogbe
Title:   Director and Public Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kodjo Dogbe Kodjo Dogbe	Public Officer and Director (Principal Executive, Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Secretary and Director
/s/ Abhay M. Shetty Abhay M. Shetty	Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

ENSCO Capital Limited

By:

/s/ Peter Wilson

Name:  Peter Wilson
Title:    President and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	President and Director (Principal Executive Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Secretary, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ John Winton John Winton	Vice President and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

ENSCO Corporate Resources LLC

By:

/s/ David A. Armour

Name:  David A. Armour
Title:    Vice President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Christian Ochoa Christian Ochoa	President (Principal Executive Officer)
/s/ Darin Gibbins Darin Gibbins	Vice President — Treasurer (Principal Financial and Accounting Officer)

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on March 7, 2022.

ENSCO Deepwater Drilling Limited

By:

/s/ Jonathan P. Cross

Name:  Jonathan P. Cross
Title:    Secretary and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jonthan P. Cross Jonathan P. Cross	Secretary and Director (Principal Executive, Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Peter Wilson Peter Wilson	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

ENSCO Deepwater USA II LLC

By:

/s/ Ben Rose

Name:  Ben Rose
Title:    Vice President and Secretary

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President and Manager (Principal Executive Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President and Treasurer (Principal Financial and Accounting Officer)
/s/ Christian Ochoa Christian Ochoa	Manager

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

ENSCO Development Limited

By:

/s/ Nicolas Jaciuk

Name:  Nicolas Jaciuk
Title:    President and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President and Director (Principal Executive Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Vice President, Treasurer and Directo (Principal Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Rio de Janeiro, Brazil, on March 7, 2022.

Ensco do Brasil Petróleo e Gás Ltda.

By:

/s/ Vinicius Lemes

Name:  Vinicius Lemes
Title:    Managing Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Vinicius Lemes Vinicius Lemes	Managing Financial Officer (Principal Executive, Financial and Accounting Officer)
/s/ Carmen Gomes Romero Gullo Carmen Gomes Romero Gullo	Marketing Officer
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Ensco Drilling I Ltd

By:

/s/ Jonathan P. Cross

Name: Jonathan P. Cross
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jonathan P. Cross Jonathan P. Cross	Director (Principal Executive, Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Director
/s/ Kevin Klein Kevin Klein	Director
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

ENSCO Drilling Mexico LLC

By:

/s/ Christian Ochoa

Name:  Christian Ochoa
Title:    Vice President and Treasurer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jason Morganelli Jason Morganelli	President (Principal Executive Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President and Treasurer (Principal Financial and Accounting Officer)

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Ensco Endeavors Limited

By:

/s/ Peter Wilson

Name:  Peter Wilson
Title:    President and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	President and Director (Principal Executive Officer)
/s/ Jonathan P. Cross Jonathan P. Cross	Vice President and Treasurer (Principal Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Vice President, Secretary and Director
/s/ John Winton John Winton	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Baar, Switzerland, on March 7, 2022.

ENSCO Global GmbH

By:

/s/ Nicolas Jaciuk

Name:  Nicolas Jaciuk
Title:    Managing Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	Chairman and Managing Officer (Principal Executive, Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Managing Officer
/s/ Kevin Klein Kevin Klein	Managing Officer
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Ensco Global II Ltd.

By:

/s/ Kevin Klein

Name:  Kevin Klein
Title:    President and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	President and Director (Principal Executive Officer)
/s/ Colleen W. Grable Colleen W. Grable	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on March 7, 2022.

ENSCO Global Investments LP

By:

ENSCO Universal Limited, its general partner

By:

/s/ Peter Wilson

Name:  Peter Wilson
Title:    Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	Director (Principal Executive, Financial and Accounting Officer)
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the British Virgin Islands, on March 7, 2022.

Ensco Global IV Ltd.

By:

/s/ Nicolas Jaciuk

Name:  Nicolas Jaciuk
Title:    Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Vice President and Treasurer (Principal Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Director
/s/ Jacques-Henri Philippe Eychenne Jacques-Henri Philippe Eychenne	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

ENSCO Global Limited

By:

/s/ Peter Wilson

Name:   Peter Wilson
Title:    President and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	President and Director (Principal Executive Officer)
/s/ John Winton John Winton	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
/s/ Gilles Luca Gilles Luca	Senior Vice President and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on March 7, 2022.

ENSCO Global Resources Limited

By:

/s/ Peter Wilson

Name:  Peter Wilson
Title:    Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	Director (Principal Executive, Financial and Accounting Officer)
/s/ John Winton John Winton	Director
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on March 7, 2022.

Ensco Holdco Limited

By:

/s/ Peter Wilson

Name:  Peter Wilson
Title:    Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	Director (Principal Executive, Financial and Accounting Officer)
/s/ Gilles Luca Gilles Luca	Director
/s/ John Winton John Winton	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-58

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

ENSCO Holding Company

By:

/s/ Christian Ochoa

Name:

Christian Ochoa

Title:

Vice President — Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jason Morganelli Jason Morganelli	President (Principal Executive Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President, Treasurer and Director (Principal Financial Officer and Accounting Officer)
/s/ Colleen W. Grable Colleen W. Grable	Vice President, Secretary and Director
/s/ David A. Armour David A. Armour	Director

II-59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Ensco Holdings I Ltd

By:

/s/ Christian Ochoa

Name:

Christian Ochoa

Title:

Vice President, Secretary and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President and Director (Principal Executive Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-60

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dallas, Texas, on March 7, 2022.

Ensco Incorporated

By:

/s/ Christian Ochoa

Name:

Christian Ochoa

Title:

Vice President — Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Colleen W. Grable Colleen W. Grable	President and Director (Principal Executive Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President — Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Kristin Larsen Kristin Larsen	Vice President, Secretary and Director

II-61

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Baar, Switzerland, on March 7, 2022.

Ensco Intercontinental GmbH

By:

/s/ Nicolas Jaciuk

Name:  Nicolas Jaciuk
Title:    Managing Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	Chairman and Managing Officer (Principal Executive, Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Managing Officer
/s/ Kevin Klein Kevin Klein	Managing Officer
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-62

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

ENSCO International Incorporated

By:

/s/ Christian Ochoa

Name:

Christian Ochoa

Title:

Vice President — Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jason Morganelli Jason Morganelli	President and Director (Principal Executive Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President — Treasurer and Director (Principal Financial Officer and Accounting Officer)
/s/ Colleen W. Grable Colleen W. Grable	Vice President, Secretary and Director

II-63

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the British Virgin Islands on March 7, 2022.

Ensco International Ltd.

By:

/s/ Jonathan P. Cross

Name:

Jonathan P. Cross

Title:

Vice President, Secretary and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	President and Director (Principal Executive Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Jonathan P. Cross Jonathan P. Cross	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-64

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Carson City, Nevada, on March 7, 2022.

ENSCO Investments LLC

By:

/s/ Peter Wilson

Name: Peter Wilson
Title:   Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ John Winton John Winton	President and Manager (Principal Executive Officer)
Stephen L. Mooney Stephen L. Mooney	Secretary, Treasurer and Manager (Principal Financial and Accounting Officer)
/s/ Peter Wilson Peter Wilson	Vice President and Manager

II-65

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in St. Helier, Jersey, on March 7, 2022.

Ensco Jersey Finance Limited

By:

/s/ Jonathan P. Cross

Name: Jonathan P. Cross
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jonathan P. Cross Jonathan P. Cross	Director (Principal Executive, Financial and Accounting Officer)
John Winton John Winton	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-66

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

ENSCO Limited

By:

/s/ Jacques-Henri Philippe Echenne

Name:  Jacques-Henri Philippe Eychenne
Title:    President and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jacques-Henri Philippe Echenne Jacques-Henri Philippe Eychenne	President and Director (Principal Executive Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Jamie Nelson Jamie Nelson	Director
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-67

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the British Virgin Islands, on March 7, 2022.

Ensco Management Corp.

By:

/s/ Abhay M. Shetty

Name:

Abhay M. Shetty

Title:

Vice President, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-68

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hamilton, Bermuda, on March 7, 2022.

ENSCO Maritime Limited

By:

/s/ Stephen L. Mooney

Name:  Stephen L. Mooney
Title:    President and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive Officer)
/s/ Kevin Klein Kevin Klein	Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Jacques-Henri Philippe Eychenne Jacques-Henri Philippe Eychenne	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Ciudad del Carmen, Mexico, on March 7, 2022.

Ensco Mexico Services S. de R.L. de C.V.

By:

/s/ Christian Ochoa

Name:  Christian Ochoa
Title:    President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Christian Ochoa Christian Ochoa	President (Principal Executive, Financial and Accounting Officer)
/s/ Ezequiel Martinez Ezequiel Martinez	Vice President
/s/ Melanie Koltermann Melanie Koltermann	Assistant Secretary
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-70

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Ensco Ocean 2 Company

By:

/s/ Nicolas Jaciuk

Name:  Nicolas Jaciuk
Title:    Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	Director (Principal Executive, Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Director
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-71

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

ENSCO Oceanics Company LLC

By:

/s/ Nicolas Jaciuk

Name:  Nicolas Jaciuk
Title:    President and Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President and Manager (Principal Executive Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Secretary and Treasurer (Principal Financial and Accounting Officer)
/s/ Jacques-Henri Philippe Eychenne Jacques-Henri Philippe Eychenne	Manager

II-72

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

ENSCO Oceanics International Company

By:

/s/ Abhay M. Shetty

Name:

Abhay M. Shetty

Title:

Vice President, Secretary and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Treasurer and Director (Principal Finance and Accounting Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Vice President, Secretary and Director
/s/ Jacques-Henri Philippe Eychenne Jacques-Henri Philippe Eychenne	Director
/s/ Christian Ochoa Christian Ochoa	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-73

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

ENSCO Offshore LLC

By:

/s/ Jason Morganelli

Name:  Jason Morganelli
Title:    President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jason Morganelli Jason Morganelli	President (Principal Executive Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President and Treasurer (Principal Financial and Accounting Officer)

II-74

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

ENSCO Offshore International Company

By:

/s/ Nicolas Jaciuk

Name:

Nicolas Jaciuk

Title:

Vice President, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Vice President, Secretary and Director
/s/ Jamie Nelson Jamie Nelson	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-75

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

ENSCO Offshore International Holdings Limited

By:

/s/ Jonathan P. Cross

Name:

Jonathan P. Cross

Title:

Vice President, Secretary and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive Officer)
/s/ Peter Wilson Peter Wilson	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Jonathan P. Cross Jonathan P. Cross	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-76

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Marshall Islands, on March 7, 2022.

ENSCO Offshore International Inc.

By:

/s/ Nicolas Jaciuk

Name: Nicolas Jaciuk
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive, Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Director
/s/ Abhay M. Shetty Abhay M. Shetty	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-77

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

ENSCO Offshore International LLC

By:

/s/ Jason Morganelli

Name: Jason Morganelli
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jason Morganelli Jason Morganelli	President (Principal Executive Officer)
/s/ Chistrian Ochoa Christian Ochoa	Vice President — Treasurer (Principal Financial and Accounting Officer)

II-78

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Rio de Janeiro, Brazil, on March 7, 2022.

Ensco Offshore Petróleo e Gás Ltda.

By:

/s/ Vinicius Lemes

Name: Vinicius Lemes
Title:   Managing Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Vinicius Lemes Vinicius Lemes	Managing Financial Officer (Principal Executive, Financial and Accounting Officer)
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-79

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on March 7, 2022.

ENSCO Offshore U.K. Limited

By:

/s/ Peter Wilson

Name: Peter Wilson
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	Director (Principal Executive, Financial and Accounting Officer)
/s/ Jools Coghill Jools Coghill	Director
/s/ Kevin Klein Kevin Klein	Secretary and Director
/s/ Stephen L. Mooney Stephen L. Mooney	Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-80

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

ENSCO Overseas Limited

By:

/s/ Kevin Klein

Name:

Kevin Klein

Title:

Vice President, Secretary and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Vice President, Secretary and Director
/s/ Jamie Nelson Jamie Nelson	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-81

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on March 7, 2022.

ENSCO Services Limited

By:

/s/ Peter Wilson

Name: Peter Wilson
Title:   Secretary and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	Secretary and Director (Principal Executive, Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ John Winton John Winton	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-82

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on March 7, 2022.

Ensco Transcontinental II LP

By:

Ensco Transcontinental II LLC, its general partner

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   Vice President, Secretary and Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Christian Ochoa Christian Ochoa	Vice President, Secretary and Manager of Ensco Transcontinental II LLC (Principal Executive, Financial and Accounting Officer)
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-83

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Ensco Transnational I Ltd.

By:

/s/ Kevin Klein

Name: Kevin Klein
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Director (Principal Executive, Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Director
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-84

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Ensco Transnational III Ltd.

By:

/s/ Kevin Klein

Name: Kevin Klein
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Director (Principal Executive, Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Director
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-85

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on March 7, 2022.

ENSCO U.K. Limited

By:

/s/ Peter Wilson

Name: Peter Wilson
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	Director (Principal Executive, Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Secretary and Director
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-86

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on March 7, 2022.

Ensco UK Drilling Limited

By:

/s/ Peter Wilson

Name: Peter Wilson
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	Director (Principal Executive, Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Director
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-87

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Ensco Universal Holdings I Ltd.

By:

/s/ Jonathan P. Cross

Name: Jonathan P. Cross
Title:   Vice President — Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	President and Director (Principal Executive Officer)
/s/ Jonathan P. Cross Jonathan P. Cross	Vice President — Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-88

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Ensco Universal Holdings II Ltd.

By:

/s/ Colleen W. Grable

Name: Colleen W. Grable
Title:   Vice President, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ John Winton John Winton	President and Director (Principal Executive Officer)
/s/ Colleen W. Grable Colleen W. Grable	Vice President — Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-89

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on March 7, 2022.

ENSCO Universal Limited

By:

/s/ Peter Wilson

Name: Peter Wilson
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	Director (Principal Executive, Financial and Accounting Officer)
/s/ Gilles Luca Gilles Luca	Director
/s/ Stephen L. Mooney Stephen L. Mooney	Secretary and Director
/s/ John Winton John Winton	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-90

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Ensco Vistas Limited

By:

/s/ David A. Armour

Name: David A. Armour
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jacques-Henri Philippes Eychenne Jacques-Henri Philippes Eychenne	President and Director (Principal Executive Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Vice President, Treasurer and Alternate Director (Principal Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Secretary and Director
/s/ David A. Armour David A. Armour	Director
/s/ Jamie Nelson Jamie Nelson	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-91

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Baar, Switzerland, on March 7, 2022.

Ensco Worldwide GmbH

By:

/s/ Nicolas Jaciuk

Name: Nicolas Jaciuk
Title:   Managing Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	Chairman and Managing Officer (Principal Executive, Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Managing Officer
/s/ Kevin Klein Kevin Klein	Managing Officer
/s/ David A. Armour David A. Armour	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United Statesr

II-92

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Accra, Ghana, on March 7, 2022.

EnscoRowan Ghana Drilling Limited

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   Secretary and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Christian Ochoa Christian Ochoa	Secretary and Director (Principal Executive, Financial and Accounting Officer)
/s/ Abhay M. Shetty Abhay M. Shetty	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-93

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Town Range, Gibraltar, on March 7, 2022.

Great White Shark Limited

By:

/s/ Kevin Klein

Name: Kevin Klein
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Director (Principal Executive, Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Abhay M. Shetty Abhay M. Shetty	Director
/s/ Nicolas Pitaluga Nicolas Pitaluga	Director
/s/ Louis Triay Louis Triay	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-94

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Town Range, Gibraltar, on March 7, 2022.

Green Turtle Limited

By:

/s/ Kevin Klein

Name: Kevin Klein
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Director (Principal Executive, Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Abhay M. Shetty Abhay M. Shetty	Director
/s/ Nicolas Pitaluga Nicolas Pitaluga	Director
/s/ Louis Triay Louis Triay	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-95

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

International Technical Services LLC

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   Vice President — Treasurer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Christian Ochoa Christian Ochoa	Vice President — Treasurer (Principal Executive, Financial and Accounting Officer)

II-96

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in St. Julian’s, Malta, on March 7, 2022.

Manatee Limited

By:

/s/ Colleen W. Grable

Name: Colleen W. Grable
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints, on behalf of Manatee Limited, each of Anton Dibowitz and Darin Gibbins as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for Manatee Limited in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Colleen W. Grable Colleen W. Grable	Director (Principal Executive, Financial and Accounting Officer)
/s/ Nicholas Trapani Galea Feriol Nicholas Trapani Galea Feriol	Secretary and Director
/s/ Kevin Klein Kevin Klein	Director
/s/ John Borg Oliver John Borg Oliver	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-97

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in St. Julian’s, Malta, on March 7, 2022.

Manta Ray Limited

By:

/s/ Colleen W. Grable

Name: Colleen W. Grable
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints, on behalf of Manta Ray Limited, each of Anton Dibowitz and Darin Gibbins as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for Manta Ray Limited in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Colleen W. Grable Colleen W. Grable	Director (Principal Executive, Financial and Accounting Officer)
/s/ Nicholas Trapani Galea Feriol Nicholas Trapani Galea Feriol	Secretary and Director
/s/ Kevin Klein Kevin Klein	Director
/s/ John Borg Oliver John Borg Oliver	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-98

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Town Range, Gibraltar, on March 7, 2022.

Marine Blue Limited

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Christian Ochoa Christian Ochoa	Director (Principal Executive, Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Director
/s/ Zoe Kana Zoe Kana	Director
/s/ Nicolas Pitaluga Nicolas Pitaluga	Director
/s/ Louis Triay Louis Triay	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-99

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

Offshore Drilling Services LLC

By:

/s/ Kristin Larsen

Name: Kristin Larsen
Title:   Manager

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kristin Larsen Kristin Larsen	Manager (Principal Executive, Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Manager
/s/ Christian Ochoa Christian Ochoa	Manager

II-100

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Pacific Offshore Labor Company

By:

/s/ Paula Hall

Name: Paula Hall
Title:   President and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Paula Hall Paula Hall	President and Director (Principal Executive Officer)
/s/ Jacques-Henri Philippe Eychenne Jacques-Henri Philippe Eychenne	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-101

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Singapore, on March 7, 2022.

Petroleum International Pte. Ltd.
By:	/s/ Abhay M. Shetty Name: Abhay M. Shetty Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Abhay M. Shetty Abhay M. Shetty	Director (Principal Executive, Financial and Accounting Officer)
/s/ Patrick Jaswan Patrick Jaswan	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-102

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the British Virgin Islands, on March 7, 2022.

Pride Global II Ltd.
By:	/s/ Kevin Klein Name: Kevin Klein Title:   President and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	President and Director (Principal Executive Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-103

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

Pride International LLC
By:	/s/ Christian Ochoa Name: Christian Ochoa Title:   President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Christian Ochoa Christian Ochoa	President (Principal Executive Officer)
/s/ Colleen W. Grable Colleen W. Grable	Vice President and Treasurer (Principal Financial and Accounting Officer)

II-104

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dallas, Texas, on March 7, 2022.

Pride International Management Co. LP
By:	Ensco International Management GP LLC, its general partner
By:	/s/ Nicolas Jaciuk Name: Nicolas Jaciuk Title:   President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President of Ensco International Management GP LLC (Principal Executive, Financial and Accounting Officer)

II-105

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Ralph Coffman Cayman Limited
By:	/s/ Nicolas Jaciuk Name: Nicolas Jaciuk Title:   President and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President and Director (Principal Executive Officer)
/s/ Colleen W. Grable Colleen W. Grable	Vice President and Treasurer (Principal Financial and Accounting Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-106

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Town Range, Gibraltar, on March 7, 2022.

Ralph Coffman Limited
By:	/s/ Christian Ochoa Name: Christian Ochoa Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Christian Ochoa Christian Ochoa	Director (Principal Executive, Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Director
/s/ Zoe Kana Zoe Kana	Director
/s/ Nicolas Pitaluga Nicolas Pitaluga	Director
/s/ Louis Triay Louis Triay	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-107

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Grand-Duchy, Luxembourg, on March 7, 2022.

Ralph Coffman Luxembourg S.à r.l.
By:	/s/ Kevin Klein Name: Kevin Klein Title:   Manager A
By:	/s/ Marco Weijermans Name: Marco Weijermans Title:   Manager B

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Manager A (Principal Executive, Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Manager A
/s/ Marco Weijermans Marco Weijermans	Manager B
/s/ Johannes Laurens de Zwart Johannes Laurens de Zwart	Manager B
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-108

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

RCI International, Inc.
By:	/s/ Colleen W. Grable Name: Colleen W. Grable Title: Vice President, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President and Director (Principal Executive Officer)
/s/ Colleen W. Grable Colleen W. Grable	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-109

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Singapore, on March 7, 2022.

RD International Services Pte. Ltd.
By:	/s/ Stephen Fordham Name: Stephen Fordham Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen Fordham Stephen Fordham	Director (Principal Executive, Financial and Accounting Officer)
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-110

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

RDC Arabia Drilling, Inc.
By:	/s/ Colleen W. Grable Name: Colleen W. Grable Title: Vice President, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President and Director (Principal Executive Officer)
/s/ Colleen W. Grable Colleen W. Grable	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-111

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Grand-Dutchy, Luxembourg, on March 7, 2022.

RDC Holdings Luxembourg S.à r.l.
By:	/s/ Kevin Klein Name: Kevin Klein Title:   Manager A
By:	/s/ Marco Weijermans Name: Marco Weijermans Title:   Manager B

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Manager A (Principal Executive, Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Manager A
/s/ Marco Weijermans Marco Weijermans	Manager B
/s/ Johanna Laurens de Zwart Johannes Laurens de Zwart	Manager B
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-112

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in St. Julian’s, Malta, on March 7, 2022.

RDC Malta Limited
By:	/s/ Colleen W. Grable Name: Colleen W. Grable Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints, on behalf of RDC Malta Limited, each of Anton Dibowitz and Darin Gibbins as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for RDC Malta Limited in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Colleen W. Grable Colleen W. Grable	Director (Principal Executive, Financial and Accounting Officer)
/s/ Nicholas Trapini Galea Feriol Nicholas Trapani Galea Feriol	Director
/s/ Kevin Klein Kevin Klein	Director
/s/ John Borg Oliver John Borg Oliver	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-113

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Grand-Dutchy, Luxembourg, on March 7, 2022.

RDC Offshore Luxembourg S.à r.l.
By:	/s/ Kevin Klein Name: Kevin Klein Title:   Manager A
By:	/s/ Marco Weijermans Name: Marco Weijermans Title:   Manager B

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Manager A (Principal Executive, Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Manager A
/s/ Marco Weijermans Marco Weijermans	Manager B
/s/ Johannes Laurens de Zwart Johannes Laurens de Zwart	Manager B
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-114

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in St. Julian’s, Malta, on March 7, 2022.

RDC Offshore Malta Limited
By:	/s/ Collen W. Grable Name: Colleen W. Grable Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints, on behalf of RDC Offshore Malta Limited, each of Anton Dibowitz and Darin Gibbins as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for RDC Offshore Malta Limited in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Colleen W. Grable Colleen W. Grable	Director (Principal Executive, Financial and Accounting Officer)
/s/ Nicholas Trapani Galea Feriol Nicholas Trapani Galea Feriol	Director
/s/ Kevin Klein Kevin Klein	Director
/s/ John Borg Oliver John Borg Oliver	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-115

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

RoCal Cayman Limited
By:	/s/ Colleen W. Grable Name: Colleen W. Grable Title: Vice President, Treasurer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President and Director (Principal Executive Officer)
/s/ Colleen W. Grable Colleen W. Grable	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-116

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Rowan 240C#3, Inc.
By:	/s/ Nicolas Jaciuk Name: Nicolas Jaciuk Title:   President and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President and Director (Principal Executive Officer)
/s/ Colleen W. Grable Colleen W. Grable	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President, Secretary and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-117

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on March 7, 2022.

Rowan Companies Limited
By:	/s/ Jonathan P. Cross Name: Jonathan P. Cross Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jonathan P. Cross Jonathan P. Cross	Director (Principal Executive, Financial and Accounting Officer)
/s/ Peter Wilson Peter Wilson	Director
/s/ Christian Ochoa Christian Ochoa	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-118

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

Rowan Companies, LLC
By:	/s/ Jonathan P. Cross Name: Jonathan P. Cross Title:   President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jonathan P. Cross Jonathan P. Cross	President (Principal Executive, Financial and Accounting Officer)
/s/ Peter Wilson Peter Wilson	Manager

II-119

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Town Range, Gibraltar, on March 7, 2022.

Rowan Drilling (Gibraltar) Limited
By:	/s/ Kevin Klein Name: Kevin Klein Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Director (Principal Executive, Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Abhay M. Shetty Abhay M. Shetty	Director
/s/ Nicolas Pitaluga Nicolas Pitaluga	Director
/s/ Louis Triay Louis Triay	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-120

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on March 7, 2022.

Rowan Drilling (Trinidad) Limited
By:	/s/ Kevin Klein Name: Kevin Klein Title: Vice President, Secretary and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Stephen L. Mooney Stephen L. Mooney	President and Director (Principal Executive Officer)
/s/ Ben Rose Ben Rose	Vice President — Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Vice President, Secretary and Director
/s/ Keith Crane Keith Crane	Vice President
/s/ Jamie Nelson Jamie Nelson	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-121

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Aberdeen, Scotland, on March 7, 2022.

Rowan Drilling (U.K.) Limited

By:

/s/ Peter Wilson

Name: Peter Wilson
Title:   President and Chairman of the Board

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	President, Director and Chairman of the Board (Principal Executive, Financial and Accounting Officer)
/s/ Jonathan P. Cross Jonathan P. Cross	Secretary and Director
/s/ Stephen L. Mooney Stephen L. Mooney	Vice President and Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-125

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Town Range, Gibraltar, on March 7, 2022.

Rowan Drilling Services Limited

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Christian Ochoa Christian Ochoa	Director (Principal Executive, Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Director
/s/ Zoe Kana Zoe Kana	Director
/s/ Nicolas Pitaluga Nicolas Pitaluga	Director
/s/ Louis Triay Louis Triay	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-126

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Grand-Duchy, Luxembourg, on March 7, 2022.

Rowan Financial Holdings S.à r.l.

By:

/s/ Nicholas Jaciuk

Name: Nicolas Jaciuk
Title:   Manager A

By:

/s/ Marco Weijermans

Name: Marco Weijermans
Title:   Manager B

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	Manager A (Principal Executive, Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Manager A
/s/ Marco Weijermans Marco Weijermans	Manager B
/s/ Johannes Laurens de Zwart Johannes Laurens de Zwart	Manager B
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-127

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Grand-Dutchy, Luxembourg, on March 7, 2022.

Rowan International Rig Holdings S.à r.l.

By:

/s/ Kevin Klein

Name: Kevin Klein
Title:   Manager A

By:

/s/ Marco Weijermans

Name: Marco Weijermans
Title:   Manager B

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Manager A (Principal Executive, Financial and Accounting Officer)
/s/ Nicolas Jaciuk Nicolas Jaciuk	Manager A
/s/ Marco Weijermans Marco Weijermans	Manager B
/s/ Johannes Laurens de Zwart Johannes Laurens de Zwart	Manager B
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-128

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dallas, Texas, on March 7, 2022.

Rowan Marine Services LLC

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   Vice President and Secretary

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Nicolas Jaciuk Nicolas Jaciuk	President (Principal Executive Officer)
/s/ Darin Gibbins Darin Gibbins	Vice President — Treasurer and Director (Principal Financial and Accounting Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President and Secretary

II-129

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Town Range, Gibraltar, on March 7, 2022.

Rowan N-Class (Gibraltar) Limited

By:

/s/ Kevin Klein

Name: Kevin Klein
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Director (Principal Executive, Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Abhay M. Shetty Abhay M. Shetty	Director
/s/ Nicolas Pitaluga Nicolas Pitaluga	Director
/s/ Louis Triay Louis Triay	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-130

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on March 7, 2022.

Rowan No. 1 Limited

By:

/s/ Peter Wilson

Name: Peter Wilson
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	Director (Principal Executive, Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ John Winton John Winton	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-131

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on March 7, 2022.

Rowan No. 2 Limited

By:

/s/ Peter Wilson

Name: Peter Wilson
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Peter Wilson Peter Wilson	Director (Principal Executive, Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ John Winton John Winton	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-132

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Town Range, Gibraltar, on March 7, 2022.

Rowan Norway Limited

By:

/s/ Kevin Klein

Name: Kevin Klein
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Director (Principal Executive, Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Abhay M. Shetty Abhay M. Shetty	Director
/s/ Nicolas Pitaluga Nicolas Pitaluga	Director
/s/ Louis Triay Louis Triay	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-133

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Town Range, Gibraltar, on March 7, 2022.

Rowan Offshore (Gibraltar) Limited

By:

/s/ Kevin Klein

Name: Kevin Klein
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Director (Principal Executive, Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Director
/s/ Abhay M. Shetty Abhay M. Shetty	Director
/s/ Nicolas Pitaluga Nicolas Pitaluga	Director
/s/ Louis Triay Louis Triay	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-134

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Grand-Dutchy, Luxembourg, on March 7, 2022.

Rowan Offshore Luxembourg S.à r.l.

By:

/s/ Kevin Klein

Name: Kevin Klein
Manager A

By:

/s/ Marco Weijermans

Name: Marco Weijermans
Title:   Manager B

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Manager A (Principal Executive, Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Manager A
/s/ Marco Weijermans Marco Weijermans	Manager B
/s/ Johannes Laurens de Zwart Johannes Laurens de Zwart	Manager B
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-135

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Grand-Dutchy, Luxembourg, on March 7, 2022.

Rowan Rigs S.à r.l.

By:

/s/ Kevin Klein

Name: Kevin Klein
Title: Manager A

By:

/s/ Johannes Laurens de Zwart

Name: Johannes Laurens de Zwart
Title:   Manager B

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Kevin Klein Kevin Klein	Manager A (Principal Executive, Financial and Accounting Officer)
/s/ Stephen L. Mooney Stephen L. Mooney	Manager A
/s/ Marco Weijermans Marco Weijermans	Manager B
/s/ Johannes Laurens de Zwart Johannes Laurens de Zwart	Manager B
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-136

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Ciudad de Mexico, Mexico, on March 7, 2022.

Rowan S. de R.L. de C.V.

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   Secretary

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Ben Rose Ben Rose	Chief Executive Officer, Chairman and Member (Principal Executive, Financial and Accounting Officer)
/s/ Christian Ochoa Christian Ochoa	Secretary
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-137

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

Rowan Services LLC

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   Vice President and Secretary

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ John Winton John Winton	President (Principal Executive Officer)
/s/ Christian Ochoa Christian Ochoa	Vice President and Treasurer (Principal Financial and Accounting Officer)

II-138

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Town Range, Gibraltar, on March 7, 2022.

Rowan US Holdings (Gibraltar) Limited

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Christian Ochoa Christian Ochoa	Director (Principal Executive, Financial and Accounting Officer)
/s/ Kevin Klein Kevin Klein	Director
/s/ Zoe Kana Zoe Kana	Director
/s/ Nicolas Pitaluga Nicolas Pitaluga	Director
/s/ Louis Triay Louis Triay	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-139

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dallas, Texas, on March 7, 2022.

Rowandrill LLC

By:

/s/ Christian Ochoa

Name: Christian Ochoa
Title:   Vice President and Secretary

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Jason Morganelli Jason Morganelli	President (Principal Executive Officer)
/s/ Kevin Klein Kevin Klein	Vice President and Treasurer (Principal Financial and Accounting Officer)

II-140

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hamilton, Bermuda, on March 7, 2022.

Valaris Holdco 1 Limited

By:

/s/ Darin Gibbins

Name: Darin Gibbins
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Darin Gibbins Darin Gibbins	Director (Principal Executive, Financial and Accounting Officer)
/s/ Garth Patrick Lorimer Turner Garth Patrick Lorimer Turner	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-141

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hamilton, Bermuda, on March 7, 2022.

Valaris Holdco 2 Limited

By:

/s/ Darin Gibbins

Name: Darin Gibbins
Title:   Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ Darin Gibbins Darin Gibbins	Director (Principal Executive, Financial and Accounting Officer)
/s/ Garth Patrick Lorimer Turner Garth Patrick Lorimer Turner	Director
/s/ Davor Vukadin Davor Vukadin	Authorized Representative in the United States

II-142

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on March 7, 2022.

Valaris United LLC

By:

/s/ David A. Armour

Name: David A. Armour
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Anton Dibowitz and Darin Gibbins as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below as of March 7, 2022.

Signature	Title
/s/ David A. Armour David A. Armour	President (Principal Executive, Financial and Accounting Officer)
/s/ Colleen W. Grable Colleen W. Grable	Vice President and Secretary
/s/ Christian Ochoa Christian Ochoa	Vice President and Treasurer

II-143

EX-3.116

Exhibit 3.116

    ARTICLES OF INCORPORATION   OF   CHILES OFFSHORE INTERNATIONAL INC.   INCORPORATED   IN  

THE REPUBLIC OF THE MARSHALL ISLANDS

PURSUANT

TO

THE BUSINESS CORPORATIONS ACT

DUPLICATE COPY

The original of this document was filed in
accordance with section 5 of the
Business Corporations Act on

NON RESIDENT

October 24, 2001

/s/ Deputy Registrar

Deputy Registrar

ARTICLES OF INCORPORATION

OF

CHILES OFFSHORE INTERNATIONAL INC.

PURSUANT TO THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

The undersigned, for the purpose of forming a corporation pursuant to the provisions of the Marshall Islands Business Corporations Act, does hereby make, subscribe, acknowledge and file with the Registrar of Corporations this instrument for that purpose, as follows:

A. The name of the Corporation shall be:

CHILES OFFSHORE INTERNATIONAL INC.

B. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Marshall Islands Business Corporations Act.

C. The registered address of the Corporation in the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. The name of the Corporation’s registered agent at such address is The Trust Company of the Marshall Islands, Inc.

D. The aggregate number of shares of stock that the Corporation is authorized to issue is Five Hundred (500) registered shares without par value.

E. The Corporation shall have every power which a corporation now or hereafter organized under the Marshall Islands Business Corporations Act may have.

F. The name and address of the incorporator is:

Name Post Office Address

Majuro Nominees Ltd.	P.O. Box 1405
	Majuro
	Marshall Islands

 

G. The Board of Directors as well as the shareholders of the Corporation shall have the authority to adopt, amend or repeal the bylaws of the Corporation.

H. Corporate existence shall begin upon filing these Articles of Incorporation with the Registrar of Corporations as of the filing date stated on these Articles.

IN WITNESS WHEREOF, I have executed this instrument on October 24, 2001.

Majuro Nominees Ltd.

Incorporator

by: /s/ Majuro Nominees Ltd.

 

On October 24, 2001 before me personally came T. Lawson to me known and known to me to be the individual described in and who executed the foregoing instrument and who is authorized to sign on behalf of Majuro Nominees Ltd. and can act individually for that corporation and she duly acknowledged to me that the execution thereof was her act and deed.

/s/ G. B. McDermott

 

CONSENT OF INCORPORATOR

OF

CHILES OFFSHORE INTERNATIONAL INC.

Pursuant to section 32 of the Marshall Islands Business Corporations Act, the undersigned, being the sole Incorporator of CHILES OFFSHORE INTERNATIONAL INC., a Marshall Islands corporation (the “Corporation”), hereby give my written consent and direct that the following shall be my action as fully as if an organizational meeting had been held:

RESOLVED, That the following person shall be, and he hereby is elected Director of the Corporation to serve until the next annual meeting of shareholders or until his successor is elected and qualify:

Dick Fagerstal

IN WITNESS WHEREOF, I have signed this Consent as of October 24, 2001.

Majuro Nominees Ltd.

Incorporator

by:   /s/ Majuro Nominees Ltd.

EX-3.249

Exhibit 3.249

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Valaris United LLC.

2. The Registered Office of the limited liability company in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is The Corporation Trust Company.

3. The certificate of formation shall be effective at 11:59 p.m. Eastern Standard Time on December 30, 2021.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Valaris United LLC.

/s/ Christine Corkran Kretkowski

Christine Corkran Kretkowski, Authorized Person

EX-3.250

Exhibit 3.250

Limited Liability Company Agreement

of

Valaris United LLC

This Limited Liability Company Agreement ("Agreement") of Valaris United LLC (the "Company"), effective as of December 30, 2021 (the "Effective Date"), is entered into by ENSCO International Incorporated, a Delaware corporation, as the sole member of the Company (the "Member").

WHEREAS, the Company was formed as a limited liability company on the Effective Date by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the "Act"); and

WHEREAS, the Member agrees that the membership in and management of the Company shall be governed by the terms set forth herein.

NOW, THEREFORE, the Member agrees as follows:

1.            Name. The name of the Company is Valaris United LLC.

2.            Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act and to engage in any and all activities necessary or incidental thereto.

3.            Principal Office; Registered Agent.

(a)            Principal Office. The location of the principal office of the Company shall be 5847 San Felipe, Suite 3300, Houston, Texas 77057, or such other location as the Member may from time to time designate.

(b)            Registered Agent. The registered agent of the Company for service of process in the State of Delaware and the registered office of the Company in the State of Delaware shall be that person and location reflected in the Certificate of Formation. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be, in the manner provided by law.

4.            Members.

(a)            Initial Member. The Member owns 1 share of the Company, which represents 100% of the membership interests in the Company. The name and the business, residence or mailing address of the Member are as follows:

Name	Address
ENSCO International Incorporated	5847 San Felipe, Suite 3300,
	Houston, Texas 77057

1

(b)            Additional Members. One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

(c)            Membership Interests; Certificates. A member’s interest in the Company will be represented by shares held by such Member as provided herein, which may be evidenced by one or more physical share certificates; provided, that multiple shares may be represented by a single certificate. Every share certificate must be signed by two officers. Every share shall have a par value of $0.01 per share, which shall be the minimum consideration per share to be paid to the Company in connection with the issuance of the Company’s shares. All such shares are identical in that they entitle the holder(s) thereof to the same rights and privileges hereunder as any other share. Each issued and outstanding share shall have one vote on all matters properly coming before the Member. The Company may repurchase or cancel shares against cash or noncash consideration as may be agreed with the Member holding such shares, and may increase or decrease authorized share capital at any time by the vote of the Member. Any repurchased shares shall be deemed cancelled immediately upon acquisition by the Company, and shall thereafter remain authorized and unissued until further issuance by the Company in the sole discretion of the Member. A Member is not entitled to the return of any part of its capital contributions or to be paid interest in respect of its capital contributions. An unrepaid capital contribution is not a liability of the Company or of the Member.

5.            Management.

(a)            Authority; Powers and Duties of the Member. The Member shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action taken by the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Member as set forth in this Agreement. The Member shall have all rights and powers of a manager under the Act, and shall have such authority, rights and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement.

(b)            Election of Officers; Delegation of Authority. The Member may, from time to time, designate one or more officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officers by the Member (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Member. Any action taken by an Officer designated by the Member pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any officer set forth in this Agreement and any instrument designating such officer and the authority delegated to him or her.

2

6.            Liability of Member; Indemnification.

(a)            Liability of Member. Except as otherwise required in the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member or participating in the management of the Company.

(b)            Indemnification. To the fullest extent permitted under the Act, the Member (irrespective of the capacity in which it acts) shall be entitled to indemnification and advancement of expenses from the Company for and against any loss, damage, claim or expense (including attorneys' fees) whatsoever incurred by the Member relating to or arising out of any act or omission or alleged acts or omissions (whether or not constituting negligence or gross negligence) performed or omitted by the Member on behalf of the Company; provided, however, that any indemnity under this Section 6(b) shall be provided out of and to the extent of Company assets only, and neither the Member nor any other person shall have any personal liability on account thereof.

7.            Term. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with Section 11.

8.            Capital Contributions. The Member hereby agrees to contribute to the Company such cash, property or services as determined by the Member.

9.            Tax Status; Income and Deductions.

(a)            Tax Status. As long as the Company has only one member, it is the intention of the Company and the Member that the Company be treated as a disregarded entity for federal and all relevant state tax purposes and neither the Company nor the Member shall take any action or make any election which is inconsistent with such tax treatment. All provisions of this Agreement are to be construed so as to preserve the Company's tax status as a disregarded entity.

(b)            Income and Deductions. All items of income, gain, loss, deduction and credit of the Company (including, without limitation, items not subject to federal or state income tax) shall be treated for federal and all relevant state income tax purposes as items of income, gain, loss, deduction and credit of the Member.

10.          Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

11.          Dissolution; Liquidation.

(a)            The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company's existence is continued pursuant to the Act.

3

(b)            Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

(c)            In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member.

(d)            Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

12.          Miscellaneous.

(a)            Amendments. Amendments to this Agreement may be made only with the consent of the Member.

(b)            Governing Law. This Agreement shall be governed by the laws of the State of Delaware.

(c)            Severability. In the event that any provision of this Agreement shall be declared to be invalid, illegal or unenforceable, such provision shall survive to the extent it is not so declared, and the validity, legality and enforceability of the other provisions hereof shall not in any way be affected or impaired thereby, unless such action would substantially impair the benefits to any party of the remaining provisions of this Agreement.

[Remainder of page intentionally left blank.]

4

IN WITNESS WHEREOF, the undersigned has executed this Agreement to be effective as of the date first above written.

ENSCO International Incorporated
By:	/s/ Christian Ochoa
	Name: Christian Ochoa
	Title: Vice President and Treasurer

Signature Page

EX-5.1

Exhibit 5.1

	CONYERS DILL & PEARMAN LIMITED
	Clarendon House, 2 Church Street
	Hamilton HM 11, Bermuda
	Mail: PO Box HM 666, Hamilton HM CX, Bermuda
	T +1 441 295 1422
	conyers.com

4 March 2022

Matter No.: 371487
+1 441 299 4968
jennifer.panchaud@conyers.com

Valaris Limited

Clarendon House

2 Church Street

Hamilton HM11

Bermuda

Dear Sirs,

Re: Valaris Limited (the “Company”), Valaris Holdco 1 Limited (“Holdco 1”), Valaris Holdco 2 Limited (“Holdco 2”) and ENSCO Maritime Limited (“EML”) (Holdco 1, Holdco 2 and EML each a “Guarantor” and together the “Guarantors”)

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the "Commission") on 4 March 2022 (the "Registration Statement", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the "Securities Act") of (i) common shares of par value US$0.01 each of the Company issued and registered pursuant to the Plan (as defined in the Registration Statement) (the “Registered Shares"), (ii) Senior Secured First Lien Notes of the Company due 2028 (the “Notes”) consisting of (A) aggregate principal amount of Notes, being the initial aggregate principal amount of the Notes issued pursuant to the Plan (as defined in the Registration Statement), and (B) an additional aggregate principal amount of Notes that may be issued if interest on the Notes is paid-in-kind (PIK) through maturity pursuant to the Indenture dated 30 April 2021 between the Company and Wilmington Savings Fund Society, FSB (as Trustee and First Lien Collateral Agent) (the “Indenture”), and (iii) certain guarantees in relation to the Notes (the “Guarantees”) given, inter alios, by the Guarantors pursuant to the Indenture (whereas the Notes, the Guarantees and the Registered Shares are collectively referred to herein as the “Securities”).

1. DOCUMENTS REVIEWED

For the purposes of giving this opinion, we have examined electronic copies of the following documents:

1.1. the Registration Statement;

1.2. the form of the Notes; and

1.3. the executed Indenture.

The documents listed in items 1.2 through 1.3 above are herein sometimes collectively referred to as the “Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

We have also reviewed:

1.4. copies of the memorandum of association and the amended bye-laws of the Company, each certified by the Assistant Secretary of Valaris on 4 March 2022;

1.5. copies of the memorandum of association and the amended bye-laws of Holdco 1, each certified by the Secretary of Holdco 1 on 4 March 2022;

1.6. copies of the memorandum of association and the amended bye-laws of Holdco 2, each certified by the Secretary of Holdco 2 on 4 March 2022;

1.7. copies of the memorandum of association and the amended bye-laws of EML, each certified by the Secretary of EML on 4 March 2022,

(items 1.4 to 1.7 above together, the “Constitutional Documents”);

1.8. an extract of resolutions from minutes of a meeting of the directors of the Company held on 10 June 2021, certified by the Assistant Secretary of the Company on 4 March 2022;

1.9. copies of written resolutions of the directors of the Company dated 20 April 2021, 27 April 2021 and 30 April 2021, certified by the Assistant Secretary of the Company on 4 March 2022;

1.10. copies of written resolutions of the directors of Holdco 1 dated 30 April 2021 and 10 June 2021 and written resolutions of the shareholders of Holdco 1 dated 30 April 2021, each certified by the Secretary of Holdco 1 on 4 March 2022;

1.11. copies of written resolutions of the directors of Holdco 2 dated 30 April 2021 and 10 June 2021 and written resolutions of the shareholders of Holdco 2 dated 30 April 2021, each certified by the Secretary of Holdco 2 on 4 March 2022;

1.12. copies of written resolutions of the directors of EML dated 30 April 2021 and 9 June 2021, certified by the Secretary of EML on 4 March 2022,

(items 1.8 to 1.12 above collectively, the “Resolutions”); and

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1.13. such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

2. ASSUMPTIONS

We have assumed:

2.1. the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

2.2. that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

2.3. the capacity, power and authority of each of the parties to the Documents, other than the Company and the Guarantors, to enter into and perform its respective obligations under the Documents;

2.4. the due execution and delivery of the Documents by each of the parties thereto, other than the Company and the Guarantors, and the physical delivery thereof by each of the Company and the Guarantors with an intention to be bound thereby;

2.5. the due execution of the Notes by each of the parties thereto and the delivery thereof by each of the parties thereto, and the due authentication of the Notes by the Trustee;

2.6. the accuracy and completeness of all factual representations made in the Registration Statement, the Documents and other documents reviewed by us;

2.7. that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;

2.8. that each of the Company and the Guarantors is entering into the Documents in furtherance of its objects as set out in its respective memorandum of association;

2.9. that each of the Company and the Guarantors will issue or has issued the Securities in furtherance of its objects as set out in its respective memorandum of association;

2.10. that the Constitutional Documents will not be amended in any manner that would affect the opinions expressed herein;

2.11. the validity and binding effect under the laws of the state of New York (the “Foreign Laws”) of the Documents which are expressed to be governed by such Foreign Laws;

2.12. the validity and binding effect under the Foreign Laws of the submission by the Company and the Guarantors pursuant to the Documents which are expressed to be governed by such Foreign Laws to the jurisdiction of the state or Federal court in the Borough of Manhattan, New York, New York and any appellate court thereof (the “Foreign Courts”);

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2.13. that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein;

2.14. that the Company's shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981, as amended (the "Companies Act"), and the consent to the issue and free transfer of the Securities given by the Bermuda Monetary Authority as of 4 March 2021 will not have been revoked or amended at the time of issuance of any Securities;

2.15. that the form and terms of any and all Securities or other securities (or other obligations, rights, currencies, commodities or other subject matter) comprising the same or subject thereto, the issuance and sale thereof by the Company or the Guarantors, and the Company’s or a Guarantor’s incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation, its obligations under any related agreement or supplements to the Indenture) in accordance with the terms thereof will not violate the Constitutional Documents nor any applicable law, regulation, order or decree in Bermuda;

2.16. that all necessary corporate action will be taken to authorise and approve any issuance of Securities, the terms of the offering thereof and related matters, and that the applicable definitive purchase, underwriting or similar agreement and, in the case of the Notes and the Guarantees, any applicable supplements to the Indenture, will be duly approved, executed and delivered by or on behalf of the Company, each Guarantor and all other parties thereto;

2.17. that the applicable purchase, underwriting or similar agreement and any supplements to the Indenture and any other agreement or other document relating to any Security will be valid and binding in accordance with its terms pursuant to its governing law;

2.18. that the issuance and sale of and payment for the Securities will be in accordance with the applicable purchase, underwriting or similar agreement duly approved by the Board of Directors, the Registration Statement (including the prospectus set forth therein and any applicable supplement thereto) and, in the case of the Notes and the Guarantees, the Indenture or any applicable supplements thereto;

2.19. the capacity, power and authority of all parties other than the Company and the Guarantors to enter into and perform their obligations under any and all documents entered into by such parties in connection with the issuance of the Securities and/or sale of the Securities, and the due execution and delivery thereof by each party thereto;

2.20. that none of the parties to such documents or the Documents carries on business from premises in Bermuda at which it employs staff and pays salaries and other expenses; and

2.21. that on the date of entering into such documents or the Documents each of the Company and the Guarantors were and after entering into the Documents will be able to pay its liabilities as they become due.

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3. QUALIFICATIONS

3.1. The obligations of the Company in connection with any Security and any document relating thereto, including the Documents and the obligations of each Guarantor pursuant to the Indenture:

(a) will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, moratorium, bribery, corruption, money laundering, terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions;

(b) will be subject to statutory limitation of the time within which proceedings may be brought;

(c) will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available;

(d) may not be given effect to by a Bermuda court, whether or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty; and

(e) may not be given effect by a Bermuda court to the extent that they are to be performed in a jurisdiction outside Bermuda and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the jurisdiction of specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts.

3.2. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.

3.3. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.

3.4. This opinion is issued solely for the purposes of the filing of the Registration Statement and is not to be relied upon in respect of any other matter.

4. OPINION

On the basis of and subject to the foregoing, we are of the opinion that:

4.1. The Company and each of the Guarantors is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority under the Companies Act 1981, or to pay any Bermuda government fee or tax, which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

4.2. The Company has taken all corporate action required to authorise its execution, delivery and performance of the Documents. The Indenture has been duly executed and delivered by or on behalf of the Company, and constitutes the valid and binding obligations of the Company in accordance with the terms thereof.

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4.3. Each Guarantor has taken all corporate action required to authorise its execution, delivery and performance of the Indenture. The Indenture has been duly executed and delivered by or on behalf of each Guarantor, and constitutes the valid and binding obligations of each Guarantor in accordance with the terms thereof.

4.4. Based solely upon a review of the register of members of the Company dated 28 February 2022, prepared by Computershare Trust Company, N.A., the branch registrar of the Company, the Registered Shares are validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

4.5. When issued in accordance with the Indenture, duly executed by the Company, duly authenticated by the Trustee and delivered by or on behalf of the Company in accordance with the Indenture, the Notes will constitute valid and binding obligations of the Company in accordance with the terms thereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman Limited

Conyers Dill & Pearman Limited

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EX-5.2

Exhibit 5.2

March 4, 2022

Valaris Limited
Clarendon House, 2 Church Street
Hamilton Bermuda, HM 11

Re: Valaris Limited
Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Valaris Limited, an exempted company incorporated under the laws of Bermuda (the “Company”), and certain of its subsidiaries and affiliates listed on Annex A hereto (the “Guarantors”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed sale from time to time pursuant to Rule 415 under the Securities Act by the selling securityholders named therein, together or separately, of:

(i)          the Company’s 8.25% Senior Secured First Lien Notes due 2028 (the “Debt Securities”), including the Debt Securities issued on April 30, 2021 (the “Initial Debt Securities”) and additional Debt Securities that may be issued if interest on the Debt Securities is paid-in-kind through maturity (the “PIK Debt Securities”); and

(ii)         guarantees of the Debt Securities by the Guarantors (the “Guarantees”).

The Debt Securities and the Guarantees are collectively referred to herein as the “Securities.” The Initial Debt Securities have been issued, and the PIK Debt Securities are to be issued, under an indenture, dated as of April 30, 2021, by and among the Company, the subsidiary guarantors party thereto and Wilmington Savings Fund Society, FSB, as collateral agent and trustee (the “Trustee”), as amended and supplemented by (i) that certain First Supplemental Indenture, dated as of July 6, 2021, among the Company, Alpha South Pacific Holding Company, an exempted company formed under the laws of the Cayman Islands, and the Trustee and (ii) that certain Second Supplemental Indenture, dated as of January 12, 2022, among the Company, Valaris United LLC, a Delaware limited liability company, and the Trustee (as so amended and supplemented, the “Indenture”).

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Indenture, forms of the Debt Securities and the Guarantees and such other documents, corporate records, certificates of officers of the Company, the Guarantors and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company, the Guarantors and others.

Valaris Limited

March 4, 2022

Page 2

We have assumed without independent investigation that:

(i)          at the time any Securities are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;

(ii)         at the Relevant Time, if applicable, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;

(iii)        all Securities will be issued and sold in the manner stated in the Registration Statement and, if applicable, the appropriate prospectus supplement; and

(iv)        at the Relevant Time, all corporate or other action required to be taken by the Company or any Guarantor to duly authorize each proposed issuance of PIK Debt Securities (including the Guarantees of such PIK Debt Securities) and any related documentation (including the execution, delivery and performance of the PIK Debt Securities and any related documentation referred to below) shall have been duly completed and shall remain in full force and effect.

Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that (i) the Initial Debt Securities are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and the Guarantees of such Initial Debt Securities are legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms, and (ii) the PIK Debt Securities, when such PIK Debt Securities have been duly executed, delivered and authenticated in accordance with the terms of the Indenture, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and the Guarantees of such PIK Debt Securities will be legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms.

Valaris Limited

March 4, 2022

Page 3

The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:

A.         We render no opinion herein as to matters involving the laws of any jurisdiction other than (i) the State of New York and the United States of America, (ii) the Texas Business Organizations Code and (iii) the Delaware General Corporation Law and the Delaware Limited Liability Company Act. We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law and the Delaware Limited Liability Company Act as currently in effect and have made such inquiries as we consider necessary to render the opinions contained herein. Without limitation, we do not express any opinion regarding any Delaware contract law. This opinion is limited to the effect of the current state of the laws of the State of New York, the United States of America and, to the limited extent set forth above, the laws of the State of Delaware and the State of Texas and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

B.          In furtherance of the foregoing, we express no opinion with respect to matters under the laws of Bermuda, Singapore, Myanmar, Scotland, Ghana, Nevada, Luxembourg, Mexico, Malta, Australia, Saudi Arabia, Switzerland, Gibraltar, the Cayman Islands, British Virgin Islands, Brazil, Jersey, the Marshall Islands, the United Kingdom, England, Wales or Hong Kong, and to the extent such matters are necessary to the conclusions expressed herein, we have assumed such matters. Various matters under such laws are addressed in opinions of Conyers Dill & Pearman Limited with respect to Bermuda law, Allen & Gledhill LLP with respect to Singapore law, Allen & Gledhill (Myanmar) Co., Ltd. with respect to Myanmar law, Anderson Strathern LLP with respect to Scottish law, Bentsi-Enchill, Letsa & Ankomah with respect to Ghanian law, Brownstein Hyatt Farber Schreck, LLP with respect to Nevada law, Elvinger Hoss Prussen with respect to Luxembourg law, Galicia Abogados, S.C. with respect to Mexican law, Ganado Advocates with respect to Maltese law, Gilbert and Tobin with respect to Australia law, Hammad & Al-Mehdar with respect to Saudi law, Hombuger AG with respect to Swiss law, Isolas LLP with respect to Gibraltar law, Maples and Calder (Cayman) LLP with respect to Cayman law, Maples and Calder (BVI) LLP with respect to British Virgin Islands law, Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados with respect to Brazilian law, Mourant Ozannes (Jersey) LLP with respect to Jersey law, Seward & Kissel LLP with respect to Marshall Islands law, and Slaughter and May with respect to English and Hong Kong law, filed as exhibits to the Registration Statement.

C.          The opinions above with respect to the Indenture, the Debt Securities and the related Guarantees (collectively, the “Documents”) are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

Valaris Limited

March 4, 2022

Page 4

D.          We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights; (ii) any waiver (whether or not stated as such) under the Indenture or any other Document of, or any consent thereunder relating to, unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (iii) any waiver (whether or not stated as such) contained in the Indenture or any other Document of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity; (iv) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (v) any purported fraudulent transfer “savings” clause; (vi) any provision in any Document waiving the right to object to venue in any court; (vii) any agreement to submit to the jurisdiction of any Federal court; (viii) any waiver of the right to jury trial; or (ix) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

ANNEX A

Guarantors

Guarantor	Jurisdiction of Formation
Alpha Achiever Company	Cayman Islands
Alpha Admiral Company	Cayman Islands
Alpha Archer Company	Cayman Islands
Alpha Aurora Company	Cayman Islands
Alpha Offshore Drilling Services Company	Cayman Islands
Alpha Orca Company	Cayman Islands
Alpha South Pacific Holding Company	Cayman Islands
Atlantic Maritime Services LLC	Delaware
Atwood Australian Waters Drilling Pty Limited	Australia
Atwood Oceanics Australia Pty Limited	Australia
Atwood Oceanics Pacific Limited	Cayman Islands
Atwood Offshore Drilling Limited	Hong Kong
Atwood Offshore Worldwide Limited	Cayman Islands
ENSCO (Barbados) Limited	Cayman Islands
Ensco (Myanmar) Limited	Myanmar
ENSCO Arabia Co. Ltd.	Saudi Arabia
ENSCO Asia Company LLC	Texas
ENSCO Asia Pacific Pte. Limited	Singapore
Ensco Associates Company	Cayman Islands
ENSCO Australia Pty. Limited	Australia
ENSCO Capital Limited	Cayman Islands / United Kingdom
ENSCO Corporate Resources LLC	Delaware
Ensco Deepwater Drilling Limited	England and Wales (UK)
ENSCO Deepwater USA II LLC	Delaware
ENSCO Development Limited	Cayman Islands
Ensco do Brasil Petróleo e Gás Ltda.	Brazil
Ensco Drilling I Ltd.	Cayman Islands
ENSCO Drilling Mexico LLC	Delaware
Ensco Endeavors Limited	Cayman Islands / United Kingdom
ENSCO Global GmbH	Switzerland
Ensco Global II Ltd.	Cayman Islands
ENSCO Global Investments LP	England and Wales (UK)
Ensco Global IV Ltd	British Virgin Islands
ENSCO Global Limited	Cayman Islands / United Kingdom
ENSCO Global Resources Limited	England and Wales (UK)
Ensco Holdco Limited	England and Wales (UK)
ENSCO Holding Company	Delaware
Ensco Holdings I Ltd.	Cayman Islands
Ensco Incorporated	Texas
Ensco Intercontinental GmbH	Switzerland
ENSCO International Incorporated	Delaware
Ensco International Ltd.	British Virgin Islands / United Kingdom
ENSCO Investments LLC	Nevada   / United Kingdom
Ensco Jersey Finance Limited	Jersey / United Kingdom
ENSCO Limited	Cayman Islands
Ensco Management Corp.	British Virgin Islands
ENSCO Maritime Limited	Bermuda
Ensco Mexico Services S.de R.L. de C.V.	Mexico
Ensco Ocean 2 Company	Cayman Islands
ENSCO Oceanics Company LLC	Delaware
ENSCO Oceanics International Company	Cayman Islands
ENSCO Offshore LLC	Delaware
ENSCO Offshore International Company	Cayman Islands
ENSCO Offshore International Holdings Limited	Cayman Islands / United Kingdom
ENSCO Offshore International Inc.	Marshall Islands
Ensco Offshore International LLC	Delaware

Ensco Offshore Petróleo e Gás Ltda.	Brazil
ENSCO Offshore U.K. Limited	England and Wales (UK)
ENSCO Overseas Limited	Cayman Islands
ENSCO Services Limited	England and Wales (UK)
Ensco Transcontinental II LP	England and Wales (UK)
Ensco Transnational I Limited	Cayman Islands
Ensco Transnational III Limited	Cayman Islands
ENSCO U.K. Limited	England and Wales (UK)
Ensco UK Drilling Limited	England and Wales (UK)
Ensco Universal Holdings I Ltd.	Cayman Islands / United Kingdom
Ensco Universal Holdings II Ltd.	Cayman Islands / United Kingdom
ENSCO Universal Limited	England and Wales (UK)
Ensco Vistas Limited	Cayman Islands
Ensco Worldwide GmbH	Switzerland
EnscoRowan Ghana Drilling Limited	Ghana
Great White Shark Limited	Gibraltar
Green Turtle Limited	Gibraltar
International Technical Services LLC	Delaware
Manatee Limited	Malta
Manta Ray Limited	Malta
Marine Blue Limited	Gibraltar
Offshore Drilling Services LLC	Delaware
Pacific Offshore Labor Company	Cayman Islands
Petroleum International Pte. Ltd.	Singapore
Pride Global II Ltd.	British Virgin Islands
Pride International LLC	Delaware
Pride International Management Co. LP	Texas
Ralph Coffman Cayman Limited	Cayman Islands
Ralph Coffman Limited	Gibraltar
Ralph Coffman Luxembourg S.à r.l.	Luxembourg
RCI International, Inc.	Cayman Islands
RD International Services Pte. Ltd.	Singapore
RDC Arabia Drilling, Inc.	Cayman Islands
RDC Holdings Luxembourg S.à r.l.	Luxembourg
RDC Malta Limited	Malta
RDC Offshore Luxembourg S.à r.l.	Luxembourg
RDC Offshore Malta Limited	Malta
RoCal Cayman Limited	Cayman Islands
Rowan 240C#3, Inc.	Cayman Islands
Rowan Companies Limited	England and Wales (UK)
Rowan Companies, LLC	Delaware
Rowan Drilling (Gibraltar) Limited	Gibraltar
Rowan Drilling (Trinidad) Limited	Cayman Islands
Rowan Drilling (U.K.) Limited	Scotland (UK)
Rowan Drilling Services Limited	Gibraltar
Rowan Financial Holdings S.à r.l.	Luxembourg
Rowan International Rig Holdings S.à r.l.	Luxembourg
Rowan Marine Services LLC	Texas
Rowan N-Class (Gibraltar) Limited	Gibraltar
Rowan No. 1 Limited	England and Wales (UK)
Rowan No. 2 Limited	England and Wales (UK)
Rowan Norway Limited	Gibraltar
Rowan Offshore (Gibraltar) Limited	Gibraltar
Rowan Offshore Luxembourg S.à r.l.	Luxembourg
Rowan Rigs S.à r.l.	Luxembourg
Rowan S. de R.L. de C.V.	Mexico
Rowan Services LLC	Delaware
Rowan US Holdings (Gibraltar) Limited	Gibraltar
Rowandrill, LLC	Texas
Valaris Holdco 1 Limited	Bermuda
Valaris Holdco 2 Limited	Bermuda
Valaris United LLC	Delaware

EX-5.3

Exhibit 5.3

From :	Ong Kangxin / Joel Zhang	DID :	+65 6890 7119 / 7406
ong.kangxin@allenandgledhill.com		Fax :	+65 6302 3170 / 3141
joel.zhang@allenandgledhill.com

Our reference	:	OKX/JZHANGY/1021003900	4 March 2022
Your reference	:

Valaris Limited

c/o Conyers Corporate Services (Bermuda) Limited

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Dear Sirs,

VALARIS LIMITED (THE “COMPANY”) – REGISTRATION STATEMENT ON FORM S-3

1. We have acted as Singapore legal counsel to the Company in connection with the Finance Documents (as defined below) and we refer to the Registration Statement on Form S-3 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “SEC”) on or about 4 March 2022 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Senior Secured First Lien Notes due 2028 being issued by the Company, which are guaranteed by the Guarantors (as defined below). This opinion is being rendered solely to the Company in connection with the filing of the Registration Statement.

2. For the purpose of rendering this opinion, we have examined:

2.1 an executed copy of each of the following documents, sent via electronic mail:

2.1.1 the Collateral Agency Agreement (the “Collateral Agency Agreement”) dated 30 April 2021 and made between, inter alia, (1) Valaris, as company and grantor, (2) Wilmington Savings Fund Society, FSB (“WSFS”), as parity lien representative of the holders of the initial first lien notes (the “Parity Lien Representative”), (3) WSFS, as first lien collateral agent (the “Collateral Agent”), (4) WSFS, as security trustee (the “Security Trustee”), (5) Ensco Asia Pacific Pte. Limited (“EAP”), as guarantor, (6) Petroleum International Pte. Ltd. (“PIP”), as guarantor, and (7) RD International Services Pte. Ltd. (“RD” and, together with EAP and PIP, the “Guarantors”), as guarantor;

Allen & Gledhill LLP

One Marina Boulevard #28-00 Singapore 018989

Tel: +65 6890 7188 | Fax: +65 6327 3800

allenandgledhill.com

Allen & Gledhill LLP (UEN/Registration No. T07LL0925F) is registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A) with limited liability. A list of the Partners and their professional qualifications may be inspected at the address specified above.

2.1.2 the Indenture (the “Indenture”) dated 30 April 2021 and made between, inter alia, (1) Valaris, as company, (2) WSFS, as trustee (the “Trustee”), (3) the Collateral Agent and (4) the Guarantors, as guarantors; and

2.1.3 the Security Agreement (the “Security Agreement”) dated 30 April 2021 and made by, inter alia, (1) Valaris, as grantor and (2) the Guarantors, as grantors, in favour of the Collateral Agent,

(the “Finance Documents”);

2.2 a copy of the Certificate of Incorporation and Constitution of each of the Guarantors;

2.3 a copy of the resolutions (the “EAP Resolutions”) of the Board of Directors of EAP passed on 30 April 2021;

2.4 a copy of the resolutions (the “PIP Resolutions”) of the Board of Directors of PIP passed on 30 April 2021;

2.5 a copy of the resolutions (the “RD Resolutions” and, together with the EAP Resolutions and the PIP Resolutions, the “Directors’ Resolutions”) of the Board of Directors of RD passed on 30 April 2021;

2.6 a copy of the member’s resolutions (the “EAP Shareholder’s Resolutions”) of the sole member of EAP passed on 30 April 2021;

2.7 a copy of the member’s resolutions (the “PIP Shareholder’s Resolutions”) of the sole member of PIP passed on 30 April 2021;

2.8 a copy of the member’s resolutions (the “RD Shareholder’s Resolutions” and, together with the EAP Shareholder’s Resolutions, the PIP Shareholder’s Resolutions and the Directors’ Resolutions, the “Resolutions”) of the sole member of RD passed on 30 April 2021; and

2.9 such other documents and records as we have deemed necessary to examine in order that we may render this opinion.

3. Terms defined and references construed in the Finance Documents shall, unless otherwise defined herein or the context requires otherwise, have the same meaning and construction in this opinion.

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4. Except as stated above, we have not examined any contract, instrument or other document entered into by or affecting the Guarantors or any of the corporate records of the Guarantors and have not made any other enquiries concerning the Guarantors.

5. We have assumed:

5.1 that each of the Finance Documents is within the capacity and powers of, and has been validly authorised by or on behalf of, each party thereto (other than the Guarantors);

5.2 that each of the Finance Documents has been validly executed and delivered by or on behalf of each party thereto;

5.3 the genuineness of all signatures and seals on all documents and the completeness, and the conformity to original documents, of all copy or other specimen documents submitted to us;

5.4 that the copies of (a) the Constitution and the Certificate of Incorporation of each of the Guarantors and (b) the Resolutions submitted to us for examination, are true, complete and up-to-date copies and have not been modified, supplemented or superseded;

5.5 that the information disclosed by the searches made on  4 March 2022 at the Accounting and Corporate Regulatory Authority in Singapore (the “ACRA”) against each of the Guarantors is true and complete and that such information has not since then been materially altered and that such searches did not fail to disclose any material information which had been delivered for filing but did not appear on the public file at the time of the searches;

5.6 that the information disclosed by the electronic Appeal Cases, Admiralty, Civil Cases, Enforcement and Insolvency searches made on 4 March 2022 in respect of the years 2020, 2021 and 2022 against each of the Guarantors on the databases of the Supreme Court of Singapore is true and complete and that such information has not since then been materially altered and that such searches did not fail to disclose any material information which had been delivered for filing but was not disclosed at the time of the searches;

5.7 that there are no provisions of the laws of any jurisdiction other than Singapore which would be contravened by the execution or delivery by each of the Guarantors of each Finance Document and that, in so far as any obligation expressed to be incurred under each such Finance Document is to be performed in or is otherwise subject to the laws of any jurisdiction other than Singapore, its performance of such obligation will not be illegal and such obligation will be valid and binding on and enforceable against the relevant party by virtue of the laws of that jurisdiction;

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5.8 that all authorisations, consents, approvals and orders required from any governmental or other authorities outside Singapore and all other requirements outside Singapore for the legality, validity and enforceability of each Finance Document have been duly obtained or fulfilled and are and will remain in full force and effect and that any conditions to which they are subject have been satisfied;

5.9 the legal, valid and binding nature of the obligations of each of the parties under the Finance Documents under all applicable laws other than the laws of Singapore and, in particular, the Finance Documents constitute the legal, valid, binding and enforceable obligations of the Guarantors for all purposes of the laws of the State of New York by which they are expressed to be governed;

5.10 that (a) none of the Collateral Agent, the Parity Lien Representative, the Security Trustee or the Trustee nor any of their respective officers or employees have notice of any matter which would adversely affect the validity or regularity of the Resolutions and (b) the Resolutions were passed in accordance with the procedures set out in the Constitution of the relevant Guarantor and the Companies Act, have not been rescinded or modified and remain in full force and effect and that no other resolution or other action has been taken which could affect the validity of the Resolutions.

5.11 that when each Guarantor entered into the transactions contemplated by the Finance Documents:

5.11.1 it was solvent and able to pay its debts (including contingent and prospective liabilities) (and would not become insolvent or unable to pay its debts (including contingent and prospective liabilities) within the meaning of Section 125(2) of the Insolvency, Restructuring and Dissolution Act 2018 (No. 40 of 2018) as a result of such transactions); and

5.11.2 the transactions contemplated in the Finance Documents in connection with any Charged Assets did not involve any undervaluation by it;

5.12 that no party to any of the Finance Documents is, or will be, engaging in misleading or unconscionable conduct or seeking to conduct any relevant transaction or associated activity in a manner or for a purpose not evident on the face of the Finance Documents which might render any of the Finance Documents or any relevant transaction or associated activity illegal, void or voidable;

5.13 that the choice of the laws of the State of New York as the governing law of each of the Finance Documents has been made in good faith and will be regarded as a valid and binding selection which will be upheld in the courts of such jurisdiction as a matter of the laws of such jurisdiction and all other relevant laws (other than Singapore law);

5.14 each Finance Document has the same meaning and effect under the laws of the State of New York as it would have as if it were interpreted under Singapore law by a court in Singapore;

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5.15 that there are no dealings between the parties that affect any of the Finance Documents;

5.16 that there are no provisions of the laws of any jurisdiction outside Singapore which would have any implication for the opinions we express and, insofar as the laws of any jurisdiction outside Singapore may be relevant, such laws have been or will be complied with;

5.17 that each Guarantor has good title to the property and assets charged, assigned, mortgaged or otherwise secured pursuant to each of the Finance Documents;

5.18 that no director of any of the Guarantors has an interest in the transactions contemplated by the Finance Documents;

5.19 that in exercising its power to enter into each Finance Document, create the security expressed to be created by it thereunder, undertake and perform the obligations expressed to be undertaken and performed by it under each Finance Document, the directors of each Guarantor are acting in good faith and in furtherance of its substantive objects and for its legitimate purpose and that the entry into of each of the Finance Documents may reasonably be considered to have been in the interests, and for the commercial benefit, of such Guarantor;

5.20 that, other than the security expressed to be created under or pursuant to each Finance Document to which it is a party, each Guarantor has not:

5.20.1 created any security prior to the date of that Finance Document to which it is a party; nor

5.20.2 created any security by way of assignment, notice of which has been given, to the third parties to the agreements or contracts which are the subject of such assignment,

over the assets expressed to be charged or assigned pursuant to such Finance Document;

5.21 that none of the Collateral Agent, the Parity Lien Representative, the Security Trustee or the Trustee nor any of their officers or employees had any notice (a) on the date of each Finance Document, (1) of any security interests over, or any other existing equity, interests or right in, any of the assets expressed to be charged, mortgaged, pledged or otherwise secured thereby (the “Charged Assets”) or (2) that the creation by each Guarantor of any such security or the performance by each Guarantor of each Finance Document would give rise to a breach of trust or (b) that the performance, execution or observance by each Guarantor of each Finance Document is contrary to any contractual or other obligations binding on it;

5.22 that all arrangements set out in each Finance Document in relation to the creation and perfection of the security expressed to be created under that Finance Document will be or have been fully carried out; and

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5.23 the correctness of all facts stated in each of the Finance Documents (other than those stated below).

6. Based on the foregoing and subject as mentioned herein, we are of the opinion that:

6.1 As at the date of this opinion, each Guarantor is a company incorporated and existing in Singapore under the Companies Act. Electronic Appeal Cases, Admiralty, Civil Cases, Enforcement and Insolvency searches made on 4 March 2022 on the databases of the Supreme Court of Singapore and searches made on 4 March 2022 at the ACRA revealed no application for or order or resolution for the winding-up of any Guarantor and no notice of appointment of a receiver or judicial manager. Notice of a winding-up order made or resolution passed or a receiver or judicial manager appointed may not be filed at the ACRA immediately.

6.2 Each Guarantor has the necessary corporate power under its Constitution to enable it to execute and perform its obligations under each of the Finance Documents and has taken all necessary corporate action required under the laws of Singapore to authorise its execution of, and the performance by it of its obligations under, each of the Finance Documents.

6.3 The execution, delivery and performance by each Guarantor of each of the Finance Documents does not violate its Constitution nor any existing provision of any Singapore law applicable to Singapore companies generally.

7. The term “enforceable” as used above means that the obligations assumed or to be assumed by each Guarantor under each of the Finance Documents are of a type which the Singapore courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

7.1 enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation and other laws of general application relating to or affecting the rights of creditors;

7.2 enforcement may be limited by general principles of equity - for example, equitable remedies may not be available where damages are considered to be an adequate remedy;

7.3 claims may become barred under the Limitation Act, Chapter 163 of Singapore or may be or become subject to defences of set-off or counterclaim; and

7.4 where obligations are to be performed in a jurisdiction outside Singapore, they may not be enforceable in Singapore to the extent that performance would be illegal or contrary to public policy under the laws of that jurisdiction.

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8. In addition, this opinion is subject to the following qualifications:

8.1 we express no opinion as to whether or not the obligations undertaken by each Guarantor under the Finance Documents constitute financial assistance under Section 76 of the Companies Act;

8.2 a certificate, determination, notification or opinion from or by the Collateral Agent, the Parity Lien Representative, the Security Trustee or the Trustee as to any matter provided for in any of the Finance Documents may be held by the Singapore courts not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error;

8.3 provisions in any of the Finance Documents providing for the payment of additional or an increased rate of interest may not be enforceable if any such provisions amount to a penalty under Singapore law;

8.4 any provision in any of the Finance Documents which involves an indemnity for the costs of litigation is subject to the discretion of the Singapore court to decide whether and to what extent a party to the litigation should be awarded the costs incurred by it in connection with the litigation;

8.5 where a party is to perform an obligation in a place other than Singapore, a court will not enforce that obligation to the extent that its performance would be illegal by the laws of that place;

8.6 any term of an agreement may be amended orally by all the parties notwithstanding any provisions to the contrary in any of the Finance Documents;

8.7 any provision in any of the Finance Documents providing for the severance of any provision which is illegal, invalid or unenforceable may not be effective - it depends on the nature of the illegality, invalidity or unenforceability in question;

8.8 where under any of the Finance Documents, any person is vested with a discretion or may determine a matter in its opinion, Singapore law may require that such discretion is exercised reasonably or that such opinion is based on reasonable grounds;

8.9 we give no opinion on tax matters and in particular give no opinion on the tax consequences of any transaction contemplated by any of the Finance Documents or any related document;

8.10 we express no opinion as to whether or to what extent all or any of the Finance Documents or any provision contained therein would be given effect to or be valid binding and enforceable outside Singapore;

8.11 duties to enter into negotiations and further agreements (including but not limited to those in relation to the Finance Documents and any other documents which are currently contemplated or which have been entered into but which are incomplete) in due course may not be effectively enforceable;

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8.12 any provision of any of the Finance Documents providing that certain calculations and/or certifications will be conclusive and binding (a) will not be effective if such calculations and/or certifications are fraudulent, incorrect, unreasonable, arbitrary, or shown not to have been given or made in good faith and (b) will not necessarily prevent judicial enquiry into the merits of any claim by an aggrieved party; and

8.13 the enforcement in Singapore of the Finance Documents and of foreign judgments will be subject to Singapore rules of civil procedure.

Our opinion is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matter in connection with the Finance Documents or otherwise including, but without limitation, any other document signed in connection with the Finance Documents. Subject to the foregoing, we consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement and any amendments thereto. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations promulgated thereunder. Further, save for the use of this opinion as an exhibit to the Registration Statement, this opinion is not to be circulated to, or relied upon by, any other person (other than persons entitled to rely on it pursuant to applicable federal securities laws in the United States, if applicable) or quoted or referred to in any public document or filed with any governmental body or agency without our prior written consent.

Yours faithfully

/s/ Allen & Gledhill LLP

Allen & Gledhill LLP

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EX-5.4

Exhibit 5.4

From:	Minn Naing Oo	DID:	+95 1925 3717
	minn.naingoo@allenandgledhill.com	Fax:	+95 1925 3716

Our reference   : 7321002985                                                                                 4 March 2022

Your reference :

To:

Valaris Limited

Clarendon House

2 Church Street

Hamilton, HM 11

Bermuda

Dear Sir,

ENSCO (MYANMAR) LIMITED (THE “COMPANY”) – REGISTRATION STATEMENT ON FORM S-3

1. We have acted as your legal advisers in the Republic of the Union of Myanmar (“Myanmar”) in connection with the Exit Documents (as defined below) and we refer to the Registration Statement on Form S-3 (the “Registration Statement”) to be filed by Valaris Limited (“Issuer”) with the Securities and Exchange Commission on or about 7 March 2022 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Senior Secured First Lien Notes due 2028 being issued by the Issuer, which are guaranteed by the Company. This opinion is being rendered solely to you in connection with the filing of the Registration Statement.

2. In this opinion:

(a) the term “Certificate of Incorporation” means the certificate of incorporation of the Company referred to in paragraph 4(b)(i);

(b) the term “Constitution” means the constitution of the Company referred to in paragraph 4(b)(ii);

(c) the term “DICA” means Directorate of Investment and Company Administration of Myanmar;

(d) the term “Documents” means the documents referred to in paragraphs 4(a) to 4(b)(vi) below;

(e) the term “MMK” means Myanmar Kyat;

(f) the term “MyCO” means the Myanmar Companies Online Registry administered by DICA;

(g) the term “MyCO Company Extract” means the official company extract issued by MyCO in respect of the Company;

(h) the term “Official Gazette” means the official gazette of Myanmar; and

(i) the term “Resolutions” means the resolutions of the board of directors of the Company referred to in paragraphs 4(b)(v).

3. This opinion is limited to Myanmar law of general application at the date of this opinion, as currently applied by the courts of Myanmar, and is given on the basis that it will be governed by and construed in accordance with the laws of Myanmar. We have made no investigation of, and do not express or imply any views on, the laws of any country other than Myanmar. In particular, we have made no investigation of the laws of the State of New York, United States as a basis for this opinion and do not express or imply any views on such laws. To the extent that the laws of any jurisdiction other than Myanmar may be relevant, our opinion is subject to the effect and operation of such laws and we have assumed due compliance with all matters concerning the laws of all other jurisdictions.

4. For the purpose of this opinion, we have examined:

(a) an executed scanned copy of each of the following documents;

(i) the indenture (“Indenture”) dated 30 April 2021 made between, inter alia, (i) the Issuer, as the issuer and a grantor; (ii) the Company as one of the Guarantors (as listed in the signature pages of the Indenture); and (iii) Wilmington Savings Fund Society, FSB (“Wilmington”), as trustee and first lien collateral agent, expressed to be governed by the internal laws of the State of New York, United States;

(ii) the collateral agency agreement (“Collateral Agency Agreement”) dated 30 April 2021 entered in to between, inter alia, the (i) Issuer, as the issuer and a grantor; (ii) the Company; (iii) other Grantors (as defined in the Collateral Agency Agreement); (iv) Wilmington, as parity lien representative of the holders of the initial senior secured first lien notes; and (v) Wilmington, as first lien collateral agent and as security trustee, expressed to be governed by the internal laws of the State of New York, United States; and

(iii) the security agreement (“Security Agreement”) dated 30 April 2021 entered into by, inter alia, the (i) Issuer, as a grantor; (ii) the Company, as a grantor and (iii) the other grantors from time to time party to the Security Agreement; in favour of (iv) Wilmington, as first lien collateral agent, expressed to be governed by the internal laws of the State of New York, United States,

(the “Exit Documents”).

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(b) in respect of the Company:

(i) a copy of its Certificate of Incorporation (Company No. 111841322);

(ii) a copy of its Constitution;

(iii) the MyCO Company Extract obtained on 3 March 2022;

(iv) the publicly available information of the Company on MyCO at the URL “https://myco.dica.gov.mm/Corp/EntityProfile.aspx?id=222e2099-c0c0-4eae-9eed-973fe8a141be” obtained on 3 March 2022, a copy of which is annexed hereto in the Schedule (the “Company’s Publicly Available MyCO Information”);

(v) a copy of the resolutions in writing of the board of directors of the Company dated 30 April 2021; and

(vi) a copy of the certificate of directors’ pursuant to Section 187(d) of the Myanmar Companies Law 2017 dated 30 April 2021;

(c) the Official Gazette published for the period from 3 December 2021 to 25 February 2022 (the “Relevant Official Gazette Search Period”); and

(d) a copy of the certificate of registration issued by DICA in relation to the registration of the Security Agreement with DICA on 28 May 2021 pursuant to section 229 of the Myanmar Companies Law 2017 (the “Certificate of Registration”).

5. Terms defined and references construed in the Exit Documents shall, unless otherwise defined herein or the context requires otherwise, have the same meaning and construction in this opinion.

6. Except as stated above, we have not examined any contract, instrument or other Document entered into by or affecting the Company or any of the corporate or other records of the Company and have not made any other enquiries concerning the Company.

7. We have assumed:

(a) that each of the Exit Documents is within the capacity and powers of, and has been validly authorised by or on behalf of, each party thereto (other than the Company);

(b) that each of the Exit Documents has been validly executed and delivered by or on behalf of each party thereto;

(c) the genuineness of all signatures and seals on all Documents and the completeness, and the conformity to original Documents, of all copy or other specimen Documents submitted to us;

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(d) that the copies of (i) the Constitution and the Certificate of Incorporation, and (ii) the Resolutions submitted to us for examination as part of the Documents, are true, complete and up-to-date copies which have, where required, been duly filed with DICA, and have not been modified, supplemented or superseded;

(e) that the information disclosed by the MyCO Company Extract is true and complete and that such information has not since then been materially altered and that the MyCO Company Extract did not fail to disclose any material information which had been delivered for filing but did not appear on the public file at the time the MyCO Company Extract was obtained;

(f) that there are no provisions of the laws of any jurisdiction other than Myanmar which would be contravened by the execution or delivery by the Company of each Exit Document to which it is a party and that, in so far as any obligation expressed to be incurred under each such Exit Document is to be performed in or is otherwise subject to the laws of any jurisdiction other than Myanmar, its performance of such obligation will not be illegal and such obligation will be valid and binding on and enforceable against the relevant party by virtue of the laws of that jurisdiction;

(g) that all actions required to be carried out pursuant to Sections 187 and 188 of the Myanmar Companies Law 2017 by the Company in connection with its entry into of each Exit Document will be or have been completed;

(h) that all authorisations, consents, approvals and orders required from any governmental or other authorities outside Myanmar and all other requirements outside Myanmar for the legality, validity and enforceability of each Exit Document have been duly obtained or fulfilled and are and will remain in full force and effect and that any conditions to which they are subject have been satisfied;

(i) the legal, valid, binding and enforceable nature of the obligations of each of the parties under the Exit Documents under all applicable laws constitutes the legal, valid, binding and enforceable obligations of each party thereto for all purposes of the laws of the State of New York, United States by which it is expressed to be governed;

(j) that (i) no party to the Exit Documents nor any of their respective officers or employees (whose knowledge or notice could be imputed or attributed to that party) has notice of any matter which would adversely affect the validity or regularity of the Resolutions and (ii) the Resolutions were passed in accordance with the procedures set out in the Constitution, have not been rescinded or modified and remain in full force and effect and that no other resolution or other action has been taken which could affect the validity of the Resolutions. Nothing has come to our attention that would render any of the assumptions in sub-paragraph (ii) untrue or incorrect;

(k) that when the Company entered into the transactions contemplated by the Exit Documents to which it is a party, (i) it has not at any time committed an act of insolvency within the meaning of the Insolvency Law 2020 nor would it be considered to have committed an act of insolvency as a result of such transactions; and (ii) no insolvency or bankruptcy proceedings in Myanmar or any other applicable jurisdiction have been threatened or commenced against the Company;

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(l) there are no facts or circumstances in existence, and no events have occurred, which render any of the Exit Documents void or voidable, or repudiated or frustrated, or capable of rescission for any reason, and in particular, but without limitation, by reason of any default, fraud, misrepresentation or lack of consideration;

(m) that the choice of the law of the State of New York, United States as the governing law of each of the Exit Documents has been made in good faith and will be regarded as a valid and binding selection which will be upheld in the courts of such jurisdiction as a matter of the laws of such jurisdiction and all other relevant laws (other than Myanmar law);

(n) each Exit Document has the same meaning and effect under the law of the State of New York, United States as it would have if it were interpreted under Myanmar law by a Myanmar court;

(o) that there are no dealings between the parties that affect any of the Exit Documents;

(p) that there are no provisions of the laws of any jurisdiction outside Myanmar which would have any implication for the opinions we express and, insofar as the laws of any jurisdiction outside Myanmar may be relevant, such laws have been or will be complied with;

(q) that no director of the Company has an interest in the transactions contemplated by the Exit Documents to which it is a party;

(r) that the Company has good title to, and owns legally and beneficially, the property and assets charged, assigned, mortgaged or otherwise secured pursuant to each of the Exit Documents to which it is a party;

(s) that in exercising the power of the Company to enter into each Exit Document to which it is a party, create the Security expressed to be created by it thereunder, undertake and perform the obligations expressed to be undertaken and performed by it under each Exit Document, its directors are acting in good faith, honestly and in accordance with their fiduciary duties, as well as having exercised a reasonable degree of care, skill and diligence, and that the entry into of each of the Exit Documents to which it is a party may reasonably be considered to have been in the interests, and for the commercial benefit, of the Company;

(t) that no party to the Exit Documents or any of their respective officers or employees (whose knowledge or notice could be imputed or attributed to that party) had any notice (i) on the date of each Exit Document, (1) of any Security interests over, or any other existing equity, interests or right in, any of the assets expressed to be charged, mortgaged, pledged, assigned or otherwise secured thereby (the “Charged Assets”) or (2) that the creation by the Company of any such Security or the performance by the Company of each Exit Document to which it is party would give rise to a breach of trust or (ii) that the performance, execution or observance by the Company of each Exit Document to which it is party is contrary to any contractual or other obligations binding on it;

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(u) that, other than the Security expressed to be created under or pursuant to each Exit Document to which it is a party, the Company has not:

(i) created any Security prior to the date of that Exit Document to which it is a party; nor

(ii) created any Security by way of assignment, notice of which has been given, to the third parties to the agreements or contracts which are the subject of such assignment,

each over the Charged Assets;

(v) that the Company is not a subsidiary company (as defined in the Myanmar Companies Law 2017) of a public company (as defined in the Myanmar Companies Law 2017); and

(w) that all representations, warranties and statements as to matters of fact contained in the Exit Documents are true, accurate and complete.

8. Based on the foregoing and subject as mentioned herein, we are of the opinion that:

(a) The Company is duly incorporated and validly existing under Myanmar laws.

(b) The Official Gazette revealed no notices of any court ordered winding-up of the Company or of any resolution of the Company to wind up voluntarily published during the Relevant Official Gazette Search Period.

(c) The Company’s Publicly Available MyCO Information revealed no filing of any Form J (relating to winding-up) by the Company.

(d) The Company has the necessary corporate power and authority under its Constitution to enable it to execute and perform its obligations under each of the Exit Documents to which it is a party and has taken all necessary corporate action required under the laws of Myanmar to authorise its execution of, and the performance by it of its obligations under, each of the Exit Documents to which it is a party.

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(e) The execution, delivery and performance by the Company of each of the Exit Documents is a party does not violate its Constitution nor any existing provision of any Myanmar law applicable to Myanmar companies generally.

(f) Based on the MyCO Company Extract dated 3 March 2022, save for the registration of charge in relation to the Security Agreement, there are no existing charges registered against the Company.

(g) The Exit Documents constitutes the legal, valid, binding and enforceable obligations of the Company who is a party thereto under the laws of Myanmar.

(h) Save for

(i) the registration of the Security Agreement with DICA within 28 days of execution by the parties thereto; and

(ii) the approval of the Central Bank of Myanmar in respect of the transactions contemplated under the Exit Documents,

no registration, filing, consents, licences, approvals and authorisations of, exemptions, orders or similar formalities are required by the Company from any governmental or other regulatory authorities in Myanmar for the entry into, performance, execution or delivery of, or admissibility in evidence in Myanmar courts of, the Exit Documents to which the Company is a party.

The Security Agreement has been registered with DICA on 28 May 2021 as evidenced by the Certificate of Registration.

(i) No stamp duty or documentary tax or similar tax or duty of any kind imposed by any governmental or other regulatory authorities in Myanmar is payable in connection with the execution and delivery of each of the Exit Documents, except the stamp duty of MMK 150,000 is payable in respect of each of the Exit Documents, prior to or at the time of execution if it is executed in Myanmar or, if it is first executed outside Myanmar, within three months after it has been first received in Myanmar.

Additional stamp duty may be payable in relation to the Exit Documents in respect of any further Documents, declarations, deeds and agreements executed by the Company in fulfilment of its/his/her undertaking to create Security over its/his/her assets for the benefit of Wilmington or pursuant to any further assurance clause in the Exit Documents.

(j) Subject to all arrangements set out in the Security Agreement in relation to the creation and perfection of the security expressed to be created under that document (if any) having been fully carried out, the Security Agreement is effective in creating a security interest the Charged Assets.

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(k) The Company does not possess any immunity from suit or enforcement in any proceedings in Myanmar.

(l) A final and conclusive monetary judgment for a definite sum obtained against the Company in a court of the State of New York, United States in respect of Exit Documents would be treated by the courts in Myanmar as a cause of action in itself without further re-examination of the merits of the case, unless:

(i) the judgment has not been pronounced by a court of competent jurisdiction;

(ii) the judgment has not been given on the merits of the case;

(iii) the judgment appears on the face of it to have been founded on an incorrect view of international law or a refusal to recognise the laws of Myanmar, in cases where such laws are applicable;

(iv) the proceedings in which the judgement was obtained are opposed to natural justice;

(v) the judgment was obtained by fraud; or

(vi) the judgment sustains a claim founded on a breach of any law in force in Myanmar.

(m) In any proceedings taken in Myanmar for the enforcement of the obligations of the Company under a Exit Document, the choice of the laws of State of New York, United States as the governing law of that Exit Document will be recognised by the courts of Myanmar as a valid choice of law provided that:

(i) the choice was bona fide and legal and not made for the purpose of avoiding (a) any mandatory provision of Myanmar or other applicable law or (b) the law with which a contract has its most substantial connection and which the Myanmar courts would have applied in the absence of an express choice of law;

(ii) such law will be disregarded if its application will be illegal or contrary to public policy or any applicable mandatory laws in Myanmar;

(iii) such law is proven to the satisfaction of the courts of Myanmar by appropriate expert witnesses; and

(iv) matters of procedure including questions of set-off and counter-claim, interest chargeable on judgment debts, priorities, measure of damages, limitation of actions and submissions to the jurisdiction of foreign courts are as a general rule governed by the laws of Myanmar to the exclusion of the relevant expressed governing law.

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(n) A Myanmar court has the power to render judgments in a currency other than MMK based upon a foreign judgment or arbitral award, subject to the foreign exchange control regulations of Myanmar.

(o) The payment obligations of the Company under each of the Exit Documents rank pari passu as to priority of payment with claims of all other unsecured and unsubordinated creditors of the Company except for those claims which are mandatorily preferred by any Myanmar law applicable to it/him/her, including without limitation, any bankruptcy, insolvency, liquidation or other similar laws.

Our opinion as regards the enforceability in Myanmar of the security (the “Security”) created by the Company under or in respect of the Security Agreement is subject to the qualification that certain statutory preferences and other priorities arising by law may rank ahead of the Security.

9. The term “enforceable” as used above means that the obligations assumed or to be assumed by the Company under each of the Exit Documents to which it is a party are of a type which the Myanmar courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

(a) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation and other laws of general application relating to or affecting the rights of creditors;

(b) enforcement may be limited by general principles of equity. For example, equitable remedies may not be available where damages are considered to be an adequate remedy, or where the court does not regard specific performance to be the appropriate remedy;

(c) enforcement may be subject to the Myanmar's courts applying the broad principles of justice, equity and good conscience pursuant to Section 13(3) of the 1898 Myanmar Laws Act and making decisions to meet the ends of justice pursuant to Section 151 of the Code of Civil Procedure 1908;

(d) enforcement may be subject to the Myanmar courts’ interpretation of the wording/language adopted in the relevant documents. Where a document provides that the version prepared in a language other than the Myanmar language and the other language (e.g. English) prevails, the Myanmar courts may nevertheless rely on its Myanmar or English translation in forming judgements;

(e) enforcement may be limited if the subject matter of an arrangement is uncertain, or not capable of being made certain, pursuant to Section 29 of the Contract Act;

(f) claims may become barred under the Limitation Act 1908 or may be or become subject to defences of set-off or counterclaim; and

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(g) any of the approvals, consents, permits or filings which are required under Myanmar law in connection with any of such obligations may be revoked or cancelled by the granting authority.

10. In addition, this opinion is subject to the following qualifications:

(a) generally, Myanmar laws and regulations are in a state of flux and while a number of laws have been promulgated recently, these are generally broad pronouncements that give the Myanmar government the right to enact further rules and regulations (but which in several cases has yet to be done). Actual practices and policies implementing new laws and regulations are also being developed as new legislation and rules come into effect and hence the interpretation and application thereof may vary from one individual government or judicial official to another;

(b) Myanmar law consists in general of published legislation, rules, notifications and orders, as well as unpublished policies and practices. Further, Myanmar laws and regulations and Myanmar court rulings are not systematically published and may be supplemented or contradicted by undocumented practice, as well as policies and guidelines adopted and applied as having legal effect in a non-transparent way, discretionary decisions of government agencies and authorities and the exercise of powers beyond the scope of what has been granted to the exerciser under applicable laws and regulations. Such practices, policies, decisions and exercise of power may (i) not have been published or announced; (ii) not have been ruled upon by Myanmar courts or enacted by Myanmar legislative bodies; (iii) be subject to change without notice; or (iv) be applied or interpreted inconsistently. Myanmar laws and regulations may be published in publications not having wide circulation and not necessarily in a timely manner. There are limited and unsatisfactory facilities for verification of such laws and regulations. Our review of Myanmar laws, rules, notifications, orders and policies have included such materials as are available or as we have deemed appropriate under the circumstances and our opinion must necessarily be read in light of, and restricted to the extent of, the foregoing factors;

(c) this Opinion is based on Myanmar laws and regulations that are publicly available as at the date of this opinion. Due to the lack of judicial precedents and Myanmar courts’ lack of experience with commercial matters as Myanmar has only opened up to foreign investment in recent years, the Myanmar government or judicial officials may adopt a different interpretation of such Myanmar law and regulations as that expressed in this opinion;

(d) the official laws of Myanmar are issued by the Union Government of Myanmar in the Myanmar language. This Opinion is given based on unofficial English translations of the laws, which were carried out by professional translators, but please note that our understanding of the laws inevitably involves a degree of reliance on the accuracy of the translators’ interpretation;

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(e) it is not practicable to conduct independent, comprehensive and up to date official searches (including but not limited to court, litigation, winding-up or bankruptcy searches) in Myanmar. Where we have made unofficial and informal enquiries with any government authority (including but not limited to any ministry, department or court), we have assumed that the authority in question has accurately understood our requests, possesses all relevant information and knowledge necessary to adequately and completely respond to such queries, and has responded to our queries in a truthful, complete and comprehensive manner and has not (deliberately or otherwise) withheld, concealed or misrepresented any relevant information;

(f) with respect to the MyCO Company Extract, it should be noted that whilst we have taken every care to ensure the accuracy of such search reports, such searches are dependent on the accuracy of the records maintained by DICA. The information obtained from such search results may not reflect all filings made prior to the date of such search as the updating of such information is done by DICA;

(g) notice of a winding-up order made or a receiver or manager appointed in respect of a company may not be filed at MyCO and/or published in the Official Gazette immediately. Accordingly, the MyCO Company Extract and Official Gazette searches made may not reveal any action taken by or against the Company where the time period to file the relevant forms at MyCO and/or to publish in the Official Gazette in respect of such action has not yet lapsed at the time the relevant searches were made;

(h) a certificate, determination, notification, opinion or the like will not be binding on a Myanmar court which would have to be independently satisfied on the contents thereof for the purposes of enforcement, despite any provisions in the Exit Documents to the contrary;

(i) provisions in any of the Exit Documents providing for the payment of additional or an increased rate of interest may not be enforceable if any such provisions amount to a penalty under Myanmar law;

(j) any provision in any of the Exit Documents which involves an indemnity for the costs of litigation is subject to the discretion of the Myanmar court to decide whether and to what extent a party to the litigation should be awarded the costs incurred by it in connection with the litigation;

(k) where a party is to perform an obligation in a place other than Myanmar, a court will not enforce that obligation to the extent that its performance would be illegal or contrary to the public policy under the laws of that place;

(l) any provision in any of the Exit Documents providing for the severance of any provision which is illegal, invalid or unenforceable may not be effective and it depends on the nature of the illegality, invalidity or unenforceability in question;

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(m) we give no opinion on tax matters and in particular give no opinion on the tax consequences of any transaction contemplated by any of the Exit Documents or any related Document;

(n) any term of the Exit Documents limiting the liability of the parties to it may not be enforceable if the Myanmar court applies the doctrine of fundamental breach. The doctrine of fundamental breach under Myanmar law enables the Myanmar court to deprive one of the parties to a contract of the benefit of an exemption clause if it has committed a breach of a fundamental term or a fundamental breach of one of the terms of the contract. The decision as to whether a breach of contract is fundamental or concerns a breach of one of the fundamental terms of the contract, is one which is made by the Myanmar court itself. The doctrine enables the Myanmar court not to allow a defaulting party to rely on an exemption or limitation clause in circumstances in which it would not be fair or reasonable to allow reliance on it;

(o) the obligations imposed in any Exit Documents to use all reasonable endeavours, best efforts, to negotiate in good faith in respect of any specific action or target or agreements to agree may be unenforceable or void for uncertainty;

(p) any provision of any of the Exit Documents providing that certain calculations and/or certifications will be conclusive and binding (i) will not be effective if such calculations and/or certifications are fraudulent, incorrect, unreasonable, arbitrary, or shown not to have been given or made in good faith and (ii) will not necessarily prevent judicial enquiry into the merits of any claim by an aggrieved party;

(q) a Myanmar court may refuse to stay a suit or proceeding pending before it, notwithstanding the submissions of the parties to a foreign court under the agreement if the Myanmar court finds that if it does not so refuse, it will result in justice being defeated or injustice being perpetuated;

(r) the enforcement in Myanmar of the Exit Documents and of foreign judgments will be subject to Myanmar rules of civil procedure;

(s) it is unlikely that a court in Myanmar would award damages in an action brought in Myanmar on the same standard as a foreign court would to award damages. Accordingly, the basis of determination of damages and its quantum thereof may differ;

(t) it is the essence of a fixed Security that the person creating Security does not have liberty to deal with the assets which are the subject matter of the Security in the sense of disposing of such assets or expending or appropriating the moneys or claims constituting such assets. Accordingly, if a purported fixed Security gives the chargor or assignor such rights (or, as the case may be, the chargor or assignor exercised such rights as a matter of fact) then such fixed Security might well be classified as, and take effect as, a floating Security interest;

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(u) a Myanmar court may refuse to give effect to any provision in any of the Exit Documents purporting to absolve Wilmington from exercising a duty of care in relation to the enforcement of their Security interest over any of the Charged Assets or in relation to any other matter or thing under any of the Exit Documents;

(v) the exercise by the Wilmington of the powers and remedies conferred on them by the Exit Documents or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of Security, the general supervisory powers and discretion of the Myanmar courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders;

(w) Security created by any of the Exit Documents over debts from or other rights against third parties (including contracts and insurance policies) may be subject to rights of those third parties and may be invalid to the extent that charges or assignments of those debts or other rights are prohibited by their terms;

(x) we express no opinion as to whether the Company has title to or rights in the properties and assets charged, assigned, mortgaged or otherwise secured pursuant to each of the Documents to which it/he/she is a party; and

(y) we express no opinion on the priority of any Security interest created by any of the Exit Documents, whether any asset in which a Security interest is purported to be created pursuant to any of the Exit Documents is now or may become subject to any equities or subject to any right or interest of any person ranking now or in the future in priority to or free of that Security, nor whether any such asset could be transferred to any other person free of that Security,

This opinion is addressed to you solely for your benefit and solely for the purpose of the filing of the Registration Statement. It is strictly limited to the matters stated therein and is not to be read as extending by implication to any other matter or document in connection with the Registration Statement, the Exit Documents, any other document mentioned in the Exit Documents or any other document signed in connection therewith. It is not to be transmitted to, nor is it to be relied upon by, any other person or quoted or referred to in any public document or filed with any governmental agency or other person without our consent in writing. Subject to the foregoing, we consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by section 7 of the Securities Act of 1933, as amended, nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in the Securities Act or the rules and regulations promulgated thereunder.

Yours faithfully

/s/ Allen & Gledhill (Myanmar) Co., Ltd.

Allen & Gledhill (Myanmar) Co., Ltd.

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Schedule

15 

EX-5.5

Exhibit 5.5

	Anderson Strathern LLP
	1 Rutland Court
	Edinburgh EH3 8EY
	T +44 (0)131 270 7700
	andersonstrathern.co.uk

Valaris Limited
Clarendon House	If calling, please ask for:	Simon Brown
2 Church Street	Direct Dial:	0131 625 7242
Hamilton	Fax:	0131 270 7704
Bermuda HM 11	Email:	simon.brown@
		andersonstrathern.co.uk
	Our Ref:	STDB/ENS8.1
	Your Ref:
	Date:	4 March 2022

Dear Sirs

Rowan Drilling (UK) Limited - Company Number SC061864 (the “Scottish Company”)

Registration Statement on Form S-3 of Valaris Limited (the “Company”)

INTRODUCTION

In connection with the Company’s filing of the Registration Statement (as defined below), we have been asked to give a legal opinion as to Scots law insofar as the Registration Statement relates to the Scottish Company.

1. SCOPE AND PURPOSE OF THIS OPINION

1.1 This Opinion is limited to matters of the law of Scotland as applied and interpreted by the courts of Scotland as at the date of this Opinion, and no opinion is given, or shall be deemed to be given, in respect of any other jurisdiction.

1.2 This Opinion is given on the basis of the assumptions set out in Part 1 of the Schedule (Assumptions) and is subject to the qualifications set out in Part 2 of the Schedule (Qualifications).

1.3 This Opinion letter is strictly limited to the matters stated in paragraph 4 (Opinion) and does not extend to any other matters.

1.4 A reference to a provision of law within this Opinion shall also be construed as a reference to a provision of any treaty, legislation, regulation, decree, order or by-law and any secondary legislation enacted under a power given by that provision as amended, applied or re-enacted or replaced as at the date of this Opinion.

1.5 We base our Opinion on the Examined Documents (as they exist as at the date of this Opinion) only, and have not made any other enquiries and in particular we have not, other than as expressly stated in this Opinion, investigated or verified any of the assumptions, or any matter of fact or opinion (whether set out in the Examined Documents or elsewhere).

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1.6 This Opinion is strictly limited to the matters specifically stated herein and is not to be read as extending by implication to any other matter.

1.7 This Opinion is given only in relation to the Scottish Company and no opinion is expressed or should be implied in relation to any other person or entity.

2. INTERPRETATION

2.1 The following terms shall have the following meanings:

"Articles" means the Articles of Association of the Scottish Company as attached at Exhibit A of the Officer’s Certificate;

“Board Resolutions” means the Written Resolutions of the Board of Directors of the Scottish Company dated 30 April 2021 authorizing the execution and delivery of, amongst other things, the Indenture, as attached at Exhibit C of the Officer’s Certificate;

"Corporate Documents" means:-

(1) the Articles;

(2) the Board Resolutions;

(3) the Officer’s Certificate; and

(4) the Shareholder Resolutions;

"Examined Documents" means the Corporate Documents, the Indenture and the Registration Statement;

“Indenture” means an indenture dated 30 April 2021 between (1) the Company, (2) certain subsidiaries of the Company, including the Scottish Company, as guarantors and (3) Wilmington Savings Fund Society, FSB as Trustee and First Lien Collateral Agent, which indenture is governed by the laws of the State of New York;

“Officer’s Certificate” means an Omnibus Officer’s Certificate dated 30 April 2021 given by the officers of, amongst others, the Scottish Company, pursuant to the Indenture;

“Opinion" means this letter by Anderson Strathern LLP;

“Parent” means Rowan 240C#3, Inc., an exempted company incorporated in the Cayman Islands, whose registered office is located at One Capital Place, 3rd Floor, PO Box 1564, Grand Cayman, KY1-1110, Cayman Islands;

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“Registration Statement” means a registration statement on Form S-3 dated 7 March  2022 in relation to Senior Secured First Lien Notes due 2028 in the aggregate principal amount of US$337,265,015 (the “Notes”) to be filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933 (as amended) (the “Securities Act”);

“Schedule" means the schedule annexed to this Opinion, and which shall form part of this Opinion; and

“Shareholder Resolutions” means Written Resolutions of the Scottish Company passed in writing by the Parent, as the sole eligible member of the Scottish Company, on 30 April 2021 authorizing the execution and delivery of, amongst other things, the Indenture, as attached at Exhibit C of the Officer’s Certificate.

2.2 The headings in this Opinion are included for convenience only and shall not affect the interpretation or construction of this Opinion.

3. DOCUMENTS EXAMINED AND ENQUIRIES MADE

3.1 For the purposes of this Opinion, we confirm that we have:

3.1.1 examined electronic copies of the Corporate Documents;

3.1.2 examined an electronic copy of the Indenture as provided to us by Kirkland & Ellis LLP on 30 April 2021;

3.1.3 examined an electronic copy of the draft Registration Statement as provided to us by Gibson Dunn & Crutcher LLP on 26 February 2022;

3.1.4 searched the information available online from the Companies House Direct Service in respect of the Scottish Company as at 3 March 2022; and

3.1.5 made an oral enquiry of the petition department of the Court of Session, Edinburgh, in relation to the Scottish Company as at 3 March 2022.

3.2 Except as stated above, we have not examined any records, registers, agreements, deeds, instruments or other documents entered into by, or affecting, the Scottish Company and we have not made any other enquiries concerning the Scottish Company; and we have not investigated or verified the accuracy of the matters stated therein, all of which we have relied upon in providing this Opinion.

4. OPINION

Based upon and subject to the foregoing and to any matters not disclosed to us, we are of the opinion that, so far as the law of Scotland is concerned:-

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4.1 Incorporation

The Scottish Company is duly incorporated and is validly existing as a private limited liability company under the laws of Scotland.

4.2 Capacity

The Scottish Company had the capacity and power to execute and deliver the Indenture and to exercise its rights and perform its obligations thereunder.

4.3 Authority

The Scottish Company has taken all necessary corporate action to authorise the execution and delivery of the Indenture and the exercise of its rights and performance of its obligations thereunder.

4.4 Choice of Law

Under Scots law, the validity and binding nature of the obligations of the Scottish Company under the Indenture will be treated as being governed by the laws of the State of New York.

5. BENEFIT AND RELIANCE

5.1 This Opinion is given to you solely for your use in connection with the Registration Statement. It may not be relied upon by any other person or used for any other purpose and neither its contents nor its existence may be disclosed, quoted or made public in any way, in whole or in part, without our prior written consent, save that we hereby consent to:

5.1.1 the filing of this Opinion as an exhibit to the Registration Statement and to the use of our name in the sections under the heading ‘Legal Matters' in the Registration Statement. In giving this consent we do not admit that we are ‘experts’ under the Securities Act or the rules and regulations of Commission issued thereunder with respect to any part of the Registration Statement, including this Opinion; and

5.1.2 the release of this Opinion to Conyers Dill & Pearman and Gibson Dunn & Crutcher LLP (the “Permitted Disclosees”), and we hereby permit the Permitted Disclosees to rely on this Opinion for the purposes of their own opinions in connection with the Registration Statement, subject to and in accordance with its terms, including but not limited to the assumptions and qualifications set out herein, as if it had been addressed to them on 3 March 2022. Accordingly, this Opinion may be used by the Permitted Disclosees only in connection with the Registration Statement, and on the basis that it sets out our opinion on certain matters of Scots law as at 3 March 2022,

provided that nothing in this Opinion nor the release of it to any Permitted Disclosee shall create or constitute a solicitor-client (or any other fiduciary) relationship between Anderson Strathern LLP and such Permitted Disclosee.

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5.2 This Opinion is given by Anderson Strathern LLP and by no other person.

5.3 The total aggregate liability of Anderson Strathern LLP under and in connection with this Opinion shall not exceed £10,000,000.

6. GOVERNING LAW

This Opinion and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the law of Scotland.

Yours faithfully

/s/ Simon TD Brown

for and on behalf of

Anderson Strathern LLP

by Simon T D Brown

a Member of Anderson Strathern LLP

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This is the Schedule relative to the foregoing Opinion by Anderson Strathern LLP

SCHEDULE

Part 1

Assumptions

In providing this Opinion, we have assumed, without making any further enquiry, the following matters:

1. that all signatures and seals on the Examined Documents are genuine and all signatures which purport to have been attested were made in the presence of the purported witness;

2. that all documents submitted to us as originals are authentic and complete;

3. that all documents submitted to us as copies (including without limitation by facsimile transmission, or by PDF or similar electronic format) conform to the originals, and that such originals were authentic and complete when copied;

4. that each of the parties to the Indenture, other than the Scottish Company, has been duly incorporated and validly exists under the law of its jurisdiction and has, in relation to the Indenture, the requisite capacity, power and authority at the relevant time to: (a) execute and deliver the Indenture; and (b) perform its obligations and exercise its rights under the Indenture;

5. that the Indenture has been duly executed and unconditionally delivered by all the parties to it;

6. that the Examined Documents provided to us remain accurate and have not been revoked, rescinded, repudiated, superseded or amended or varied from the form examined by us and referred to in this Opinion and no obligation under any of them has been waived;

7. that the documentation and information obtained and referred to in paragraph 3 of this Opinion remains accurate, complete and up to date, no amendments have been made to such documentation or to any of the records and registers from which the information has been obtained since the time that we received such documentation and information and there is no information which should have been disclosed by those searches which has not been disclosed for any reason;

8. that the Examined Documents contain all relevant information which is material for the purpose of this Opinion and there are no other agreements, instruments or arrangements whether oral or written between any of the parties to the Indenture which modify the terms of or supersede the Indenture or which may render the information inaccurate, incomplete or misleading or which may otherwise affect the conclusions stated in this Opinion;

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9. that there are no facts or circumstances (and no documents, agreements, instruments or correspondence) which are not apparent from the face of the Examined Documents or which have not been disclosed to us which may affect the validity or enforceability of the Examined Documents or any obligation in them or otherwise affect the conclusions stated in this Opinion;

10. that all representations as to fact made in the Examined Documents are or were, as applicable, true, accurate and correct in all respects on the date they were expressed to be made and the terms of the Examined Documents have been and will be observed and performed by each of the parties to them;

11. that the Board Resolutions were duly passed in accordance with the constitutional documents of the Scottish Company, are in full force and effect and the approval of the Scottish Company’s entry into the Indenture contained in the Board Resolutions was validly given and a proper exercise of the authority of the Directors of the Scottish Company;

12. that that the Shareholder Resolutions were duly passed in accordance with the constitutional documents of the Scottish Company and are in full force and effect;

13. that the Indenture has been validly executed by all of the parties thereto in accordance with the requirements of the laws of the State of New York, constitutes legal, valid, binding and enforceable obligations on the parties thereto in accordance with its terms as a matter of those laws and that the Indenture has the same meaning and effect as if it were governed by Scots law;

14. that that the obligations of the Scottish Company under the Indenture constitute valid and binding obligations under all relevant laws (other than the law of Scotland) and any security or other encumbrance created by or referred to in the Indenture is effective and has been duly perfected in accordance with its governing law (other than the law of Scotland);

15. in respect of any party to any of the Examined Documents and its members, partners, officers, employees, agents and advisers (as the case may be), there is no bad faith, fraud, coercion, duress, error or undue influence;

16. that no proceedings have been commenced or any injunction granted against the Scottish Company to restrain it from performing any of its obligations under the Indenture;

17. that the Scottish Company is solvent (unless this is contrary to the information obtained and referred to in paragraph 3 of this Opinion) and has no contractual restrictions that prevent it from entering into, and performing its obligations under, the Indenture;

18. that the Indenture has been executed on behalf of the Scottish Company by the person or persons authorised to do so under the Board Resolutions;

19. that the entry into and performance by the Scottish Company of the Indenture was, at the time of execution of the Indenture by the Scottish Company, for the commercial benefit and in the best interests of the Scottish Company and for proper purposes and that there are reasonable grounds for believing that such entry into and performance was for the commercial benefit and in the best interests of the Scottish Company;

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20. that the execution of the Indenture, the issue of the Notes, the giving of the guarantee under the Indenture or the exercise of its rights or performance of its obligations under the Indenture do not and will not cause the Scottish Company or its directors to be in default of any borrowing, guarantee or similar restriction to which it is subject;

21. that the copy of the Articles examined by us is complete and up to date and would, if issued today, comply, as respects the articles of association, with Section 36 of the Companies Act 2006;

22. the due execution, issue and authentication of the Notes;

23. the accuracy and completeness of the statements made in the Officer’s Certificate, and that such statements remain accurate and complete as at the date of this opinion;

24. that the directors of each company Guarantor (as defined in the Indenture) have complied with their duties as directors in so far as relevant to this Opinion;

25. that the Indenture does not concern or relate to any transaction which is “extortionate” within the meaning of Section 244 of the Insolvency Act 1986;

26. that the Indenture has not been entered into in connection with money laundering or any other unlawful activity;

27. that any subordinate legislation originally made under the European Communities Act 1972 and relevant to this Opinion is valid in all respects;

28. that insofar as any obligation under the Indenture is to be performed in, or is otherwise subject to, any jurisdiction other than Scotland, its performance will not be illegal or ineffective or contrary to public policy in that jurisdiction;

29. that all acts, conditions or things required to be fulfilled, performed or effected in connection with the Indenture under the laws of any jurisdiction other than Scotland have been duly fulfilled, performed and effected in accordance with the laws of each such jurisdiction;

30. that no person has taken or will take any action in relation to the Notes (i) which constitutes carrying on, or purporting to carry on, a regulated activity in the United Kingdom in contravention of section 19 of the Financial Services and Markets Act 2000 (the “FSMA”) (within the meaning of the FSMA), or (ii) in consequence of anything said or done by any person in the course of carrying on a regulated activity (within the meaning of the FSMA) in the United Kingdom in contravention of that section;

31. that (i) no person has taken or will take any action in relation to the Notes which constitutes an offer to the public of securities in the UK, except in circumstances which do not require the publication of a prospectus, and (ii) no request has been or will be made for the admission of the Notes to trading on a regulated market situated or operating within the UK. For the purposes of this paragraph 30, an “offer to the public of securities” and a “regulated market” each has the meaning given in Regulation (EU) 2017/1129 (as it forms part of the law of Scotland pursuant to the European Union (Withdrawal) Act 2018 (as amended));

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32. that all marketing of the Notes has taken place outside the United Kingdom or in such a way that does not contravene section 21 of the FSMA;

33. that any party to the Indenture or holder of the Notes which is subject to the supervision of any regulatory authority in the United Kingdom has complied and will comply with the requirements of such regulatory authority in connection with the issue or offering of the Notes and

34. that any authorisation from a government agency, governmental authority or other statutory body has been issued intra vires and we have made no enquiries into the powers and capacity of such body in relation to the issuance of such authorisation.

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Part 2

Qualifications

The opinions set out in this Opinion are subject to the following qualifications:

1. the laws of administration, liquidation, bankruptcy, insolvency, receivership, administrative receivership, moratorium, reconstruction, arrangement, compromise, reorganisation, suretyship or similar laws affecting creditors' rights generally apply;

2. searches will not necessarily reveal whether or not a resolution has been passed, an appointment made or proceedings commenced, or a charge or other registrable document created, since particulars of such matters are not required to be filed with any court or registry immediately but only within a specified period. In addition, the searches are not conclusively capable of disclosing whether or not insolvency proceedings have been commenced in Scotland and they do not indicate if insolvency proceedings have commenced elsewhere;

3. we have not considered the particular circumstances of any other party to the Indenture (save for the Scottish Company to the extent expressly stated in this Opinion) or the effect of such particular circumstances on the Indenture;

4. we give no opinion on matters of fact, and we have not been responsible for verifying the accuracy of the information or the reasonableness of any statements of opinion contained in the Registration Statement (or any part of it), or that no material information has been omitted from it. Accordingly, we express no opinion as to whether the Registration Statement (or any part of it) contains all the information required to be contained in it or whether the persons responsible for the Registration Statement have discharged their obligations in relation to the information contained in or disclosed by the Registration Statement;

5. the Indenture will be subject to the rights of third parties in certain circumstances including:-

(a) the claims of certain preferential creditors in, and duly appointed insolvency practitioners in respect of certain costs in, any relevant insolvency procedure; and

(b) the rights of any person acquired in respect of an asset the subject of the Indenture (or any related document), notwithstanding notice of any prohibitions and restrictions set out in the Indenture (or any related document) on such rights being acquired; and

(c) the rights of any trustee appointed under a trust deed, or a trustee in sequestration;

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6. the term “binding”, as used in this Opinion, means that the obligation is of a type which the Scottish courts enforce. This does not mean that the obligation will necessarily be legally binding and enforceable in all circumstances in accordance with its terms;

7. we express no opinion as to any provision of the Indenture (or any related document) to the extent that it purports to declare or impose a trust in respect of any payment or asset received by any person;

8. we express no opinion as to the effect of the Indenture (or any related document) on assets situated outside Scotland;

9. under the law of Scotland, there is no separation of legal and beneficial ownership, the English law concept of an equitable charge is not recognised, nor is the English law distinction between a mortgage and a charge and it is not generally possible to create a security over moveable property without possession by the chargee;

10. we express no opinion or make any form of representation as to the financial condition or prospects, or accounting position of the Scottish Company;

11. we express no opinion on any tax matters;

12. if a Scottish court assumes jurisdiction,

(i) it would not apply New York law if:

(a) New York law were not pleaded and proved; or

(b) to do so would be contrary to Scottish public policy or mandatory rules of Scots law; or

(c) to do so would give effect to a foreign penal, revenue or other public law; and

(ii) it may have to have regard to the law of the place of performance of any obligation under the Indenture which is to be performed outside Scotland. It may refer to that law in relation to the manner of performance and the steps to be taken in the event of defective performance.

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12. there is doubt as to the enforceability in Scotland, in original actions or in actions for enforcement of judgments of United States courts, of liabilities founded in United States federal or state securities law;

13. Article 10 of the Indenture provides that the obligations of each Guarantor (as defined therein) will not be affected by certain circumstances. We express no opinion as to whether this will be effective;

14. to the extent that it relates to United Kingdom stamp duty, any undertaking or indemnity given by each Guarantor may be void under section 117 of the Stamp Act 1891;

15. a Scottish court will not necessarily grant any remedy the availability of which is subject to the discretion of the court. In particular, decrees for specific implement or interdict are, in general, discretionary remedies under Scottish law and specific implement may not be available where damages are considered by the court to be an adequate alternative remedy or where the obligation in respect of which implementation is sought cannot be sufficiently identified and expressed for the purposes of valid enforcement;

16. where obligations are to be performed, observed or are based upon a matter arising in a jurisdiction outside Scotland, they may not be enforceable in Scotland to the extent that performance would be illegal, unenforceable or contrary to public policy under the laws of that other jurisdiction;

17. enforcement may be restricted by the principles relating to the frustration of contracts by events happening after their execution;

18. we do not express any view on the particular remedies available on enforcement, such as specific implement or interdict, which are discretionary remedies;

19. enforcement may be limited by applicable laws relating to prescription, limitation, bankruptcy, sequestration, liquidation, receivership, administration, insolvency or other laws relating to creditors' rights generally or by the application of rules of equity or public policy;

20. the award of costs in legal proceedings in Scotland is discretionary and accordingly a Scottish court may refuse to give effect to any provisions providing for the payment of costs and expenses in respect of such proceedings;

21. any provision relating to the payment of liquidated damages, compensation, additional interest or similar amounts might be held unenforceable on the ground that it constitutes a penalty;

22. although monetary decrees of Scottish courts would normally be expressed in GB Sterling, in monetary claims for foreign currency Scottish courts may (but are not obliged to) issue a decree expressed as an order to pay the appropriate amount of foreign currency. The decree will, however, require to be converted into GB Sterling for the purpose of diligence and enforcement. Indebtedness denominated in a foreign currency claimed in the insolvency of a Scottish Company must be converted into GB Sterling for this purpose;

13

23. any power of attorney conferred by the Indenture (or any related document) might not survive the bankruptcy, winding up, administration, sequestration, dissolution or receivership of, or the appointment of a trustee to, the entity which granted such power of attorney;

24. the Scottish courts may not give effect to any provision in the Indenture (or any related document) which provides that in the event of any invalidity, illegality or unenforceability of any provision of such document, the remaining provisions of that document shall not be affected or impaired, particularly if to do so would require the court to make a new contract for the parties;

25. claims may become barred under the Prescription and Limitation (Scotland) Act 1973 or may be or become subject to defences of retention, compensation, set-off, waiver, personal bar or counterclaim;

26. enforcement may be limited by general principles of equity;

27. the effectiveness of a contract term seeking to exclude or restrict liability of a party for negligence or breach of duty is limited by the Unfair Contract Terms Act 1977 (as amended);

28. a court in Scotland may refuse to accept jurisdiction or stay or sist proceedings in certain circumstances, for example, if related proceedings are being brought concurrently elsewhere or if another forum is more convenient. If a judgement has been given in proceedings in another jurisdiction which is enforceable or capable of recognition in Scotland, then the party in whose favour such judgement was given cannot bring proceedings between the same parties in Scotland on the same cause of action;

29. no opinion is expressed as to the exact interpretation which would be placed by a court upon any particular wording in the Indenture;

28.` if, and to the extent that, the Indenture (or any related document) purports to create any security over assets in, or governed by the laws of, Scotland, the effectiveness thereof may be limited by the requirements of Scots law relating to the creation of security over different types of assets;

29. no opinion is expressed as to the perfection of any security expressed to be created by the Indenture (or any related document) to the extent that such security purports to relate to assets situated outside Scotland or to obligations which are governed by the laws of, or fall to be performed in, a jurisdiction other than Scotland;

30. a person in whose favour any security is purported to be granted can achieve no better interest in the assets subject to the security expressed to be created by the Indenture (or any related document) than that of the Scottish Company. In particular, the assets the subject of any security purported to be created by the Indenture (or any related document): (a) may be subject to rights of set-off or counter-claim, charges, assignations, encumbrances or other rights or interests of third parties which may have priority over such security ("Encumbrances") which exist at the time the security is created or the relevant assets are acquired; and (b) may hereafter become subject to Encumbrances;

14

31. we express no opinion on the title of the Scottish Company to the assets or rights expressed to be subject to a security interest under the Indenture (or any related document), or the existence or value of such assets or rights;

32. we express no opinion on the priority of any security interest created by the Indenture (or any related document) against any other security interest granted, or to be granted, over, or any other dealing with, the relevant assets;

33. we express no opinion on the available methods of enforcing any security interest created by the Indenture (or any related document);

34. there could be circumstances in which a certificate, determination or the like given or made, or discretion exercised, pursuant to the Indenture (or any related document), would not be treated as final. Where any person is vested with a discretion or may determine a matter in its opinion, Scots law may require that such discretion be exercised reasonably or that such opinion be based on reasonable grounds. Any provision to the effect that any calculation, determination or certification will be conclusive and binding will not be effective if such calculation, determination or certification is fraudulent or is made on an unreasonable or arbitrary basis, or in the event of a manifest error, and a Scottish court may regard any such calculation, determination or certification as no more than prima facie evidence of the matter calculated, determined or certified; and

35. this Opinion is subject to any limitations arising from:

(i) United Nations, European Union or United Kingdom sanctions or other similar measures applicable to any party to the Indenture or any transfers or payments made under the Indenture; and

(ii) EU Regulation 2271/96 (as it forms part of Scots law pursuant to the European Union (Withdrawal) Act 2018 (as amended)) protecting against the effects of the extra-territorial application of legislation adopted by a third country (the “Blocking Regulation”) and legislation related to the Blocking Regulation.

EX-5.6

Exhibit 5.6

E152

04 March  2022

Valaris Limited

Clarendon House

2 Church Street

Hamilton

Bermuda

HM 11

Dear Sirs,

REGISTRATION STATEMENT ON FORM S-3 – ENSCOROWAN GHANA DRILLING LIMITED

We have been instructed by Valaris Limited (Valaris) to provide a legal opinion in connection with the filing of a registration statement on Form S-3 (the Registration Statement) with respect to the registration for resale under the Securities Act of 1933, as amended, of the senior secured first lien notes due 2028 (the Notes) issued by Valaris and the guarantees of the Notes by EnscoRowan Ghana Drilling Limited (the Company) and certain other subsidiaries of Valaris under the indenture dated 30 April 2021 (the Indenture) between Valaris, certain subsidiaries of Valaris (as Guarantors), and Wilmington Savings Fund Society, FSB (as Trustee and as First Lien Collateral Agent).

1. Documents Examined

1.1 For the purpose of giving this opinion, we have examined copies of the following documents:

1.1.1 the Indenture;

1.1.2 the certificate of incorporation of the Company dated 26 July 2019;

1.1.3 the certificate to commence business of the Company dated 26 July 2019;

1.1.4 the constitution of the Company dated 26 July 2019;

1.1.5 a written resolution of the sole shareholder of the Company dated 30 April 2021 approving and authorising the entry into and performance of, among other things, the Indenture (the “Shareholder Resolution”); and

1.1.6 a written resolution of the board of directors of the Company dated 30 April 2021 approving and authorising the entry into and performance of, among other things, the Indenture (the “Board Resolution”).

2. Benefit of Opinion

2.1 This opinion is given for the benefit of the Parity Lien Secured Parties (as defined in the Indenture) in connection with the Indenture.

2.2 This opinion cannot be disclosed to or relied on by any person, other than the Parity Lien Secured Parties in accordance with the provisions of the Indenture, without our prior written consent. However, the Parity Lien Secured Parties may release a copy of this opinion without notice to us and without our prior written consent:

 1

2.2.1 to the extent required by any applicable law or regulation;

2.2.2 to any regulatory authority having jurisdiction over the Parity Lien Secured Parties;

2.2.3 in connection with any actual or potential dispute or claim to which the Parity Lien Secured Parties are a party and relating to the Security Agreement (as defined below); or

2.2.4 to any credit rating agency, insurers, reinsurers, insurance, or reinsurance brokers on a non-reliance basis; or

2.2.5 to the affiliates, assignees, employees, officers, directors, auditors, professional and legal advisers of the Parity Lien Secured Parties on a non-reliance basis.

3. Scope and Purpose of the Opinion

3.1 We are qualified to practise law in Ghana. This opinion is limited to matters of Ghanaian law as in force and applied at the date of this opinion. We have not investigated the laws of any country other than Ghana and we express no opinion on the laws of any other jurisdiction.

3.2 This opinion is given on the basis of the assumptions set out in Schedule A (Assumptions) and is subject to the qualifications set out in Schedule B (Qualifications).

4. Opinion

Based on the preceding paragraphs, we are of the opinion that:

4.1 the Company is duly incorporated and validly existing as a limited liability company under the laws of Ghana;

4.2 the Company has full legal capacity, corporate power, and authority to enter into, and perform its obligations under the Indenture; and

4.3 the execution, delivery and performance by the Company of the Indenture do not conflict with, violate, or result in any breach or default of Ghana law, the constitutional documents of the Company or any other document reviewed by us for the purpose of issuing this legal opinion.

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.

We are aware that Conyers Dill & Pearman and Gibson Dunn & Crutcher will rely on this opinion in rendering their respective opinions to you to be filed with the Registration Statement and we authorise them to so rely.

Yours faithfully,

/s/ Seyram Dzikunu

Seyram Dzikunu

Bentsi-Enchill, Letsa & Ankomah

 2

Schedule A

Assumptions

In giving this opinion, we have assumed after our careful review, and this opinion is given on the basis, that:

1. all original documents supplied to us are complete, authentic, and up to date, and that all copy documents supplied to us are complete and conform to the originals;

2. the person or persons who signed the Indenture on behalf of the Company is/are the person(s) who was/were authorised to do so by the relevant authorising resolution;

3. the Indenture creates legal, valid, binding, and enforceable obligations of the parties (other than the Company) to that document under the laws of their respective jurisdictions;

4. the copies of the incorporation documents of the Company were true copies of the originals and that no change to those originals has been made since the date on which the copies were certified;

5. the Board Resolution was duly executed by all the directors of the Company and all requirements relating to disclosure of interest and due consideration of the commercial interests of the Company have been complied with; and

6. the Shareholder Resolution was duly passed by the sole shareholder of the Company after the board of directors of the Company had fully disclosed all material details relating to the transaction.

We have found nothing to indicate that the above assumptions are not justified.

 3

Schedule B

Qualifications

This opinion is subject to the following qualifications:

1. no opinion has been expressed as to factual matters or as to any laws other than the laws of Ghana in force at the date of this opinion;

2. the enforcement of the Indenture may be limited by any laws relating to bankruptcy, insolvency, reorganisation, moratorium, or other similar laws affecting creditors’ rights generally;

3. reliance has been placed on information obtained from the Company and where an assumption is stated to be made in this opinion, we have not made any independent investigation with respect to the matters the subject of such assumption; and

4. any claims may be or become barred under laws relating to the limitation of actions or may be or become subject to set-off or counterclaim.

 4

EX-5.7

Exhibit 5.7

  Brownstein Hyatt Farber Schreck, LLP 702.382.2101 main 100 North City Parkway, Suite 1600
Las Vegas, Nevada 89106

March 4, 2022

Valaris Limited

Clarendon House, 2 Church Street

Hamilton, Bermuda, HM 11

To the addressee set forth above:

We have acted as local Nevada counsel to Valaris Limited, an exempted company incorporated under the laws of Bermuda (the “Company”), and Ensco Investments LLC, a Nevada limited liability company (the “Nevada Guarantor”), in connection with the filing by the Company of a Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), including the prospectus set forth therein (the “Prospectus”), relating to the registration of up to $337,265,015 in aggregate principal amount of the Company’s Senior Secured First Lien Notes due 2028 (the “Notes”) and the related guarantees of such Notes (the “Subsidiary Guarantees” and, together with the Notes, the “Securities”), issued pursuant to that certain Indenture, dated as of April 30, 2021 (the “Indenture”), by and among the Company, the Guarantors (as defined therein), including the Nevada Guarantor, and Wilmington Savings Fund Society, FSB, as trustee and collateral agent.

In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company and the Nevada Guarantor in connection with the registration of the Notes and the Subsidiary Guarantees, as described in the Registration Statement. For purposes of this opinion letter, and except to the extent set forth in the opinions below, we have assumed all such proceedings have been timely completed or will be timely completed in the manner presently proposed in the Registration Statement and the Indenture.

For purposes of issuing this opinion letter, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement, (ii) the Indenture, including the Subsidiary Guarantees, (iii) the articles of organization and operating agreement, each as amended to date, of the Nevada Guarantor, (iv) the resolutions of the board of managers of the Nevada Guarantor with respect to the Notes and the guarantee thereof by the Nevada Guarantor pursuant to the Indenture, and (iv) such other documents, agreements, instruments, limited liability company records and proceedings as we have deemed necessary or appropriate for purposes of issuing this opinion letter. We have also obtained from the managers, officers and other representatives of the Nevada Guarantor and from public officials, and have relied upon, such certificates, representations, assurances and public filings as we have deemed necessary or appropriate for the purpose of issuing the opinions set forth herein.

www.bhfs.com

Valaris Limited

March 4, 2022

Page 2

Without limiting the generality of the foregoing, in issuing this opinion letter, we have, with your permission, assumed without independent verification that (i) each document we have reviewed or which is referenced herein has been or will be duly executed and delivered by the parties thereto to the extent due execution and delivery are prerequisites to the effectiveness thereof; (ii) the statements of fact and representations and warranties set forth in the documents we have reviewed are, true and correct as to factual matters, in each case of the date or dates of such documents and as of the date hereof; (iii) each natural person executing a document had at all relevant times and such person currently has sufficient legal capacity to do so; (iv) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original documents; and (v) all limited liability company records made available to us by the Nevada Guarantor, and all public records we have reviewed, are accurate and complete.

We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada in effect on the date hereof, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion herein concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “Blue Sky” laws, rules or regulations.

Based on the foregoing and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that:

1.            The Nevada Guarantor is validly existing as a limited liability company and in good standing under the laws of the State of Nevada.

2.            The Nevada Guarantor has the limited liability company power and authority to execute and deliver the Indenture and to perform its obligations thereunder, including under the Subsidiary Guarantee.

3.            The execution and delivery by the Nevada Guarantor of the Indenture and the performance by the Nevada Guarantor of its obligations thereunder, including under the Subsidiary Guarantee, have been duly authorized by the Nevada Guarantor.

4.            The Nevada Guarantor has duly executed and delivered the Indenture.

The opinions expressed herein are based upon the applicable laws of the State of Nevada and the facts in existence on the date hereof. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in such laws or facts after such time as the Registration Statement becomes effective. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.

Valaris Limited

March 4, 2022

Page 3

We hereby consent to your filing this opinion letter as an exhibit to the Registration Statement and the reference to our firm under the heading “Legal Matters”. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Subject to all of the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, each of Conyers Dill & Pearman Limited and Gibson, Dunn & Crutcher LLP may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of issuing its opinion letter to the Company relating to the legality of the Securities being registered, as filed with the Commission as Exhibits 5.1 and 5.2 to the Registration Statement, respectively.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP

EX-5.8

Exhibit 5.8

The Companies (as defined below)

(hereinafter, the “Addressees”)

Luxembourg, 4 March 2022

Ref.: PIT/ADJ/JML

Re: Ralph Coffman Luxembourg S.à r.l., RDC Holdings Luxembourg S.à r.l., Rowan International Rig Holdings S.à r.l., Rowan Offshore Luxembourg S.à r.l., Rowan Rigs S.à r.l., RDC Offshore Luxembourg S.à r.l. and Rowan Financial Holdings S.à r.l. – Registration Statement of form S-3 – Senior Notes and Guarantees

Ladies and Gentlemen,

1.          We have acted as Luxembourg legal counsel to (i) Ralph Coffman Luxembourg S.à r.l., with registered office located at 17, Boulevard F.W. Raiffeisen, L-2441 Luxembourg, registered with the Registre de Commerce et des Sociétés in Luxembourg (the “RCS”) under number B180856 (“Ralph Coffman”), (ii) RDC Holdings Luxembourg S.à r.l., with registered office located at 17, Boulevard F.W. Raiffeisen, L-2441 Luxembourg, registered with the RCS under number B167417 (“RDC Holdings”), (iii) Rowan International Rig Holdings S.à r.l., with registered office located at 48, Boulevard F.W. Raiffeisen, L-2441 Luxembourg, registered with the RCS under number B211156 (“Rowan International”), (iv) Rowan Offshore Luxembourg S.à r.l., with registered office located at 17, Boulevard F.W. Raiffeisen, L-2441 Luxembourg, registered with the RCS under number B162526 (“Rowan Offshore”), (v) Rowan Rigs S.à r.l., with registered office located at 17, Boulevard F.W. Raiffeisen, L-2441 Luxembourg, registered with the RCS under number B186655 (“Rowan Rigs”), (vi) RDC Offshore Luxembourg S.à r.l., with registered office located at 17, Boulevard F.W. Raiffeisen, L-2441 Luxembourg, registered with the RCS under number B162525 (“RDC Offshore”), and (vii) Rowan Financial Holdings S.à r.l., with registered office located at 17, Boulevard F.W. Raiffeisen, L-2441 Luxembourg, registered with the RCS under number B211155 (“Rowan Financial”, together with Ralph Coffman, RDC Holdings, Rowan International, Rowan Offshore, Rowan Rigs and RDC Offshore, the “Companies”), in connection with the filling of a Form S-3 resale shelf registration statement under the U.S. Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”), to be filed on 7 March 2022 (the “Registration Statement”), relating to the registration by Valaris Limited (the “Issuer”) of Senior Secured Notes due 2028 (the “Senior Notes”) and the related guarantee of the Senior Notes by the Companies (the “Guarantees”). The Senior Notes were issued under an indenture dated 30 April 2021 entered into between, inter alios, Valaris Limited, the Companies as guarantors and Wilmington Savings Fund Society, FSB as trustee (the “Indenture”).

ELVINGER HOSS PRUSSEN, société anonyme | Registered with the Luxembourg Bar | RCS Luxembourg B 209469 | VAT LU28861577

2, place Winston Churchill | B.P. 425 | L-2014 Luxembourg | Tel: +352 44 66 440 | Fax: +352 44 22 55 | www.elvingerhoss.lu

2. We have, for the purpose of this legal opinion, reviewed the following documents:

a) an emailed scanned executed copy of the Indenture;

b) a copy of the updated articles of association of Ralph Coffman dated 25 July 2018 (the “Ralph Coffman Articles”);

c) a copy of the updated articles of association of RDC Holdings dated 3 February 2020 (the “RDC Holdings Articles”);

d) a copy of the updated articles of association of Rowan International dated 25 July 2018 (the “Rowan International Articles”);

e) a copy of the updated articles of association of Rowan Offshore dated 25 July 2018 (the “Rowan Offshore Articles”);

f) a copy of the updated articles of association of Rowan Rigs dated 25 July 2018 (the “Rowan Rigs Articles”),

g) a copy of the updated articles of association of RDC Offshore dated 25 July 2018 (the “RDC Offshore Articles”);

h) a copy of the updated articles of association of Rowan Financial dated 25 July 2018 (the “Rowan Financial Articles”, together with the Ralph Coffman Articles, the RDC Holdings Articles, the Rowan International Articles, the Rowan Offshore Articles, the Rowan Rigs Articles and the RDC Offshore Articles, the “Articles”);

i) an emailed scanned executed copy of the written resolutions of the board of managers of Ralph Coffman dated 27 April 2021 (the “Ralph Coffman Resolutions”);

j) an emailed scanned executed copy of the written resolutions of the board of managers of RDC Holdings dated 29 April 2021 (the “RDC Holdings Resolutions”);

k) an emailed scanned executed copy of the written resolutions of the board of managers of Rowan International dated 29 April 2021 (the “Rowan International Resolutions”);

l) an emailed scanned executed copy of the written resolutions of the board of managers of Rowan Offshore dated 29 April 2021 (the “Rowan Offshore Resolutions”);

m) an emailed scanned executed copy of the written resolutions of the board of managers of Rowan Rigs dated 29 April 2021 (the “Rowan Rigs Resolutions”);

n) an emailed scanned executed copy of the written resolutions of the board of managers of RDC Offshore dated 27 April 2021 (the “RDC Offshore Resolutions”);

o) an emailed scanned executed copy of the written resolutions of the board of managers of Rowan Financial dated 30 April 2021 (the “Rowan Financial Resolutions”, together with the Ralph Coffman Resolutions, the RDC Holdings Resolutions, the Rowan International Resolutions, the Rowan Offshore Resolutions, the Rowan Rigs Resolutions and the RDC Offshore Resolutions, the “Resolutions”);

p) an electronic excerpt from the RCS dated 4 March 2022 relating to Ralph Coffman (the “Ralph Coffman Excerpt”);

q) an electronic excerpt from the RCS dated 4 March 2022 relating to RDC Holdings (the “RDC Holdings Excerpt”);

r) an electronic excerpt from the RCS dated 4 March 2022 relating to Rowan International (the “Rowan International Excerpt”);

s) an electronic excerpt from the RCS dated 4 March 2022 relating to Rowan Offshore (the “Rowan Offshore Excerpt”);

t) an electronic excerpt from the RCS dated 4 March 2022 relating to Rowan Rigs (the “Rowan Rigs Excerpt”);

u) an electronic excerpt from the RCS dated 4 March 2022 relating to RDC Offshore (the “RDC Offshore Excerpt”),

v) an electronic excerpt from the RCS dated 4 March 2022 relating to Rowan Financial (the “Rowan Financial Excerpt”, together with the Ralph Coffman Excerpt, the RDC Holdings Excerpt, the Rowan International Excerpt, the Rowan Offshore Excerpt, the Rowan Rigs Excerpt and the RDC Offshore Excerpt, the “Excerpts”); and

w) electronic certificats de non-inscription d’une décision judiciaire (certificates as to the non-inscription of a court decision) issued by the RCS dated 4 March 2022 (the “Certificates”) certifying that as of 3 March 2022 no Luxembourg court decision as to inter alia the faillite, concordat préventif de la faillite, gestion contrôlée, sursis de paiement, liquidation judiciaire or foreign court decision as to faillite, concordat or other analogous procedures which have to be filed with the RCS in accordance with the law of 19 December 2002 on, inter alia, the RCS (the “Fileable Foreign Proceedings”) have been filed with the RCS in respect of the Companies.

Words and expressions used herein shall have the meaning given herein when used in this opinion as defined terms. The documents listed under a) to w) above are together referred to as the “Documents”.

Except for the Documents, we have not, for the purposes of this opinion, examined any other document even if referred to or annexed as schedules or exhibits to the Documents and entered into by, or affecting, any of the Companies.

3.          We have made an enquiry on the website of the Bar of Luxembourg (Barreau de Luxembourg) (www.barreau.lu) on 4 March 2022 at 9:22 a.m. (CET) as to whether a faillite (bankruptcy) ruling has been issued against any of the Companies by a court in Luxembourg and we also made an enquiry in relation to the Companies on the website of the RCS on 4 March 2022 at 9:21 a.m. (CET) as to whether faillite (bankruptcy), gestion contrôlée (controlled management), sursis de paiement (suspension of payments), concordat préventif de la faillite (composition with creditors), liquidation judiciaire (compulsory liquidation) rulings, a decision of liquidation volontaire (voluntary liquidation) or any similar Fileable Foreign Proceedings, or a decision appointing an administrateur provisoire (interim administrator) have been filed with the RCS with respect to any of the Companies (together, the “Searches”). At the time of the relevant Search, no court ruling declaring any of the Companies subject to faillite (bankruptcy), gestion contrôlée (controlled management), sursis de paiement (suspension of payments), concordat préventif de la faillite (composition with creditors), liquidation judiciaire (compulsory liquidation), or appointing an administrateur provisoire (interim administrator ), and no similar Fileable Foreign Proceedings or decision of liquidation volontaire (voluntary liquidation) were on file with the RCS. The Searches are subject to disclaimers on the relevant websites, and do not reveal whether any such court ruling has been rendered, any such proceedings or Fileable Foreign Proceedings commenced or decision taken which has not yet been registered or filed or does not yet appear on the relevant websites, or whether steps have been taken to declare any of the Companies subject to any of the above proceedings or to decide a liquidation volontaire (voluntary liquidation), and the results of the Searches set out in this paragraph are qualified accordingly.

We have not made any enquiries or searches (whether within this firm or otherwise) except as set forth above.

4.          The present opinion relates only to the laws of Luxembourg as they are in force and are construed at the date hereof in prevailing published court precedents. We neither express nor imply any view or opinion on and/or in respect of the laws of any jurisdiction other than Luxembourg, and have made no investigation on any other law (including without limitation the laws or acts referred to in the Documents (other than Luxembourg law)) which may be relevant to any of the Documents submitted to us or the opinions herein contained. We express no opinion as to any matter of fact or the accuracy of any financial calculation or determination.

5.          For the purpose of rendering this opinion, we have assumed:

(i) the genuineness of all signatures, stamps and seals (whether any of the foregoing are wet ink or electronic), and the completeness and conformity to originals of all documents supplied to us as certified, photostatic, scanned, electronically transmitted copies or other copies (including, but not limited to, the Documents) and the authenticity of the originals of such documents and the conformity to originals of the latest drafts reviewed by us and that the persons purported to have signed have in fact signed, and had the general legal capacity to sign documents;

(ii) that the Indenture has been duly authorised, executed and delivered by each of the parties thereto (other than the Companies);

(iii) that each of the parties (other than the Companies) to the Indenture is duly incorporated, organised and existing under the laws of the jurisdiction of its organisation or incorporation and has full capacity, power, authority and right to enter into the Documents to which it is a party and to perform its obligations thereunder;

(iv) that the Indenture and the obligations contemplated by the Senior Notes and described in the Registration Statement constitute valid binding and enforceable obligations of the parties thereto under the laws of New York to which they are expressed to be subject to and any other applicable law;

(v) the absence of any other arrangements between any of the parties to the Indenture and any third parties which modify or supersede any of their terms or which render the information or the Indenture provided to us for the purpose of this opinion inaccurate, incomplete or misleading or which affect the conclusions stated in this opinion;

(vi) that, without limitation, all consents, clearances, approvals, permissions, licences or orders of, or notices to or filings with, any court, government department or other regulatory body and authorisations required under the laws or regulations of any jurisdiction (other than Luxembourg with respect to the Companies) for or in connection with the entering into the Indenture have been made or obtained and remain in full force and effect;

(vii) the due compliance with all matters under such laws, other than as to the Companies to the extent a party thereto, Luxembourg law, as may relate to the Indenture or the persons expressed to be parties thereto or the performance or enforcement by or against such parties of such of their obligations or rights as are to be performed or enforced outside Luxembourg;

(viii) that the entering into the Indenture is in the corporate interest of each of the parties thereto and that the transactions are entered into for bona fide commercial reasons by all parties, with a valid rationale and without the intention to defraud any creditors, shareholders or third parties, or to circumvent the laws or regulations of any jurisdiction;

(ix) that none of the parties to the Documents has passed a voluntary winding-up or similar resolution, no petition has been presented or order made by a court or any other competent authority for the winding-up, dissolution, administration, bankruptcy or for the submission of any such person to the procedures of bankruptcy, controlled management or receivership or any analogous proceedings and no analogous proceedings under the law of its place of establishment or incorporation or centre of main interests, as the case may be, or where it carries on its business, have been taken in relation to any such party and no receiver, manager, trustee or similar officer has been appointed in relation to such party or any of its assets or revenues;

(x) that no foreign law adversely affects the opinions set out herein;

(xi) that no proceedings have been instituted or injunction granted against any of the Companies to restrain them from entering into, or performing any of their obligations under the Indenture ;

(xii) that our understanding of the English terms used in the Documents (other than the Excerpts and the Certificates which are worded in French) is (i) based on the meaning generally ascribed to them among non-native English speaking foreign legal practitioners without direct training in English, U.S. or any other anglo-saxon legal system and (ii) is hence without knowledge of the specific meaning and implications of such terms when used in the context of such legal systems;

(xiii) that the Articles are up-to-date, accurate, complete, have not been amended or rescinded and are in full force and effect;

(xiv) that the Resolutions reflect resolutions of each member of the board of managers of each of the Companies that have been duly passed, are accurate, complete, have not been amended or rescinded and are in full force and effect;

(xv) that the Excerpts, the Certificates and the files of the Companies at the RCS are up-to-date, accurate and complete;

(xvi) that each of the Companies have its head office (administration centrale) and its centre of main interests (centre des intérêts principaux) at the place of its registered office (siège statutaire) in Luxembourg, in each case as such terms are defined in Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (“Regulation 2015/848”) or Luxembourg law, as applicable;

(xvii) that the Indenture has been signed by or on behalf of the Companies by Kevin Michael Klein;

(xviii) that the entering into and performance of the Indenture, and the obligations thereunder, by the respective parties thereto do not, in the case of any such party, contravene, and such agreements are not invalid or unenforceable under, the law of the jurisdiction of organisation of such party (other than Luxembourg law to the extent opined on herein);

(xix) that the Indenture is not affected by any matter or factual circumstance such as duress (violence), undue influence (dol), mistake (erreur) or inadequacy (lésion) and the Agreements have not been entered into by any party in connection with money laundering or any other unlawful activity;

(xx) that the Senior Notes have been duly and validly issued in accordance with the Indenture; and

(xxi) that the choice of law to govern the Indenture and the submission by the parties to the Indenture to the courts referred to in the Indenture are valid and binding under the laws of any applicable jurisdiction (other than Luxembourg) and that such choice of law and submission to jurisdiction would be recognised and given effect by the relevant jurisdictions (other than Luxembourg).

6.          Subject to the above as well as the reservations set out below, we are of the following opinion:

(a) Status

Each of the Companies is a Luxembourg private limited liability company (société à responsabilité limitée), incorporated and existing under the laws of Luxembourg.

(b) Corporate power and authority

Each of the Companies has the corporate power and authority to enter into and execute the Guarantees as set forth in the Indenture.

(c) Valid Obligations

The obligations expressed to be assumed by the Companies under the Indenture are of a type that would be enforceable against the Companies in accordance with its terms.

7.          Our opinion is subject to the following qualifications:

(a) The opinions stated herein are subject to all limitations resulting from any laws from time to time in effect relating to faillite (bankruptcy), gestion contrôlée (controlled management), sursis de paiement (suspension of payments), concordat préventif de la faillite (composition with creditors), liquidation, suretyship and all other similar laws affecting creditors’ rights generally.

(b) Powers of attorney or of representation may not be held to be irrevocable and, in particular as a result of bankruptcy or similar proceedings, will be revoked as at zero hour on the day of the relevant court order although they were expressed to be irrevocable.

(c) The corporate or other documents (including, but not limited to, the notice of a bankruptcy or liquidation ruling or a dissolution resolution, the notice of the appointment of an insolvency receiver or liquidator or other similar officer) of or with respect to the Companies may not be held at the RCS immediately and there may be a delay in the relevant document appearing on the files of the Companies.

(d) Our opinion as to the existence of the Companies is based solely on the Searches, the Articles, the Excerpts and the Certificates.

(e) Where any obligations of any person are to be performed in a jurisdiction outside Luxembourg, such obligations may not be valid, binding or enforceable under Luxembourg law if and to the extent that performance thereof would be illegal or contrary to public policy under the laws of such jurisdiction, and any security expressed to secure the performance of such an obligation may therefore be considered unenforceable by a Luxembourg court.

(f) The validity, binding nature or enforcement of obligations may be invalidated by reason of fraud or reason of public order.

(g) Obligations other than payment obligations may not give rise to specific performance pursuant to court orders, but may result only in damages.

(h) The rights and obligations of the parties under the Indenture may be limited by general principles or measures of criminal law, including, but not limited to criminal freezing orders.

(i) Any obligations to pay a sum of money in a currency which is not EURO (a "foreign currency") will be enforceable only in EURO, even if the monetary judgment may be expressed in a foreign currency.

(j) An obligation to pay interest on interest may not be enforceable in Luxembourg.

(k) Obligations to pay a penalty under any form may be construed as a clause pénale within the meaning of Article 1152 and Articles 1226 et seq. of the Luxembourg Civil Code. Any pecuniary remedy provided for under an agreement subject to a foreign law which does not allow a reduction or increase as aforesaid may be held not to be compatible with Luxembourg law and Luxembourg international public policy.

(l) Obligations to make payments that may be regarded as penalties or fines may not be enforceable in Luxembourg and Luxembourg law does not recognise special, exemplary, punitive or non consequential damages or similar contractual provisions.

(m) No opinion is given as to whether the performance of the Indenture would cause any borrowing limits, debt/equity ratios, prudential, regulatory or other applicable ratios or limits of the Companies to be exceeded or as to the consequences thereof.

(n) An exclusion or a limitation of liability (including by way of indemnification or contribution) may not be upheld in a Luxembourg court in case of gross negligence (faute lourde) or willful misconduct (faute intentionnelle) or where such limitation would deprive the agreement of its cause.

(o) Under Luxembourg contract law unforeseeable damages may not be claimed.

(p) Any certification, determination, calculation or recordation which would by contract be deemed to be conclusive may not be upheld by the Luxembourg courts, and will not be effective if such calculation, determination, recordation or certification is fraudulent or erroneous and will not necessarily prevent judicial enquiry into the merits of any claim by any party thereto.

(q) The right of a party to recover legal fees or other fees, costs and other expenses generally relating to the exercise or defence of its rights may be subject to limitation or may not be enforceable in accordance with its terms before a Luxembourg court.

(r) Claims may become barred under statutory limitations period rules and be subject to the rules of set-off or counterclaim, which may also under certain conditions occur by operation of law.

(s) Any general provisions resulting in appointing directly or indirectly a person or entity to take legal action before the Luxembourg courts on behalf of another party will not be enforceable before Luxembourg courts pursuant to the rule "nul ne plaide par procureur" and accordingly any such action will require a specific mandate given to the agent and disclosure by such agent of its principals.

(t) The question whether or not any provisions of the Indenture which may not be valid may be severed from the other provisions thereof in order to save those other provisions would be determined by the Luxembourg courts in their discretion.

(u) Other than expressly opined on herein (and subject to the assumptions and reservations herein), we express no opinion on the accuracy of, nor whether any party has complied with any representations, warranty, covenant or undertakings made, by or concerning any party to the Indenture.

(v) The waiver of rights (including without limitation rights of recourse) before they come into existence may not be enforceable under Luxembourg law.

(w) A contractual provision purporting to determine the date on which service of process, notification of court order or any other notice is deemed to have been made may not be recognised by a Luxembourg court.

(x) Notwithstanding any contractual provision allowing for a service of process against the Companies through a service agent in a foreign jurisdiction, the Companies may be validly served at their registered office by application of (and subject to) the relevant Luxembourg procedural rules. A contractual provision allowing the service of process against the Companies through a service agent will only cover such service of process as set forth therein and we give no opinion as to whether summary proceedings initiated in Luxembourg are covered thereby.

(y) Provisions purporting to give certain parties the right to appoint a "receiver" or a similar officer in respect of a Luxembourg company, its assets and/or the administration thereof may not be legal, effective or enforceable under Luxembourg law and may not be enforced by Luxembourg courts, in particular, but without limitation, in connection with (i) the rights reserved to the corporate bodies of such Luxembourg company pursuant to the Articles or the Luxembourg Law of 10 August 1915 on commercial companies, as amended or (ii) in the case of insolvency of such Luxembourg company, the rights reserved to a Luxembourg bankruptcy receiver or similar officer appointed by a Luxembourg court pursuant to Luxembourg insolvency laws.

(z) Subrogation of rights may be subject to the conditions set forth in law and not only be governed by contractual arrangements.

(aa) Any undertaking by any of the parties not to take action which would result in bankruptcy, insolvency, reprieve from payment, or moratorium proceeding of a Luxembourg company may not be enforceable, and the competent Luxembourg court could always decide to submit the relevant company to such proceedings.

(bb) Any provision stating that any rights and obligations thereunder shall bind successors and assignees of any party thereto may, where the law does not provide therefor, not be enforceable in Luxembourg in the absence of any further agreements to that effect with such successors or assignees.

(cc) The Indenture contains provisions which refer to rights and obligations of the parties thereto, or definitions, by reference to a foreign law or statute; any such provisions are not covered by our opinions herein.

(dd) We express no opinion on taxation.

(ee) We give no opinion as to any provision of the Indenture or the existence, amendment thereof or impact thereon, pursuant to and/or by reference to the U.S. Trust Indenture Act of 1939 (and our opinion is as a whole qualified thereby).

(ff) The provision in the Indenture that any act, event or omission might operate to discharge, impair or otherwise affect any of the obligations of any party thereunder or the rights, powers and remedies conferred upon the other party(ies) by the relevant agreement or by law, shall not affect the obligations of the relevant party contained in the relevant agreements nor the rights, powers and remedies conferred upon the other party(ies) by the relevant agreement or by law, nor the security interest (if relevant) created thereby, might not be upheld by a Luxembourg court.

(gg) Security interests or guarantees if and to the extent that they constitute accessories to the principal obligations that they are securing or guaranteeing may, depending on circumstances, be terminated and/or be of no effect if the principal obligations to which they relate are terminated and/or are of no effect.

(hh) It is generally accepted by doctrine and court precedents to which Luxembourg courts will be likely to refer that, in the context of a group of related companies, the existence of a group interest in granting upstream or side-stream financial assistance under any form (including under the form of guarantee or security) to group companies constitutes sufficient corporate benefit to enable a company to provide such financial assistance, provided that the following conditions are met:

- financial assistance must be given for the purpose of promoting a common economic, social and financial interest determined in accordance with policies applicable to the entire group;

- the commitment to grant the financial assistance must not be without consideration or break up the balance between the various group companies. In other words, such commitment by a group company must not be manifestly disproportionate in view of the obligations entered into by other group companies; and

- the financial assistance granted must not exceed the financial abilities of the committing company.

We are not in a position to express any views on whether the guarantees and the security interests given pursuant to the Indenture meet such tests.

The potential consequence of the absence of corporate interest in giving upstream or side-ways guarantees is discussed in legal doctrine. While some authors express the view that an absence of corporate interest could give rise to liability of the managers/directors of the relevant company only, others consider that the consequence could be that the relevant obligations would be null and void if the contractual counterparty knew or should, in light of the circumstances have known, of the absence of corporate benefit. Accordingly, the guarantees and the security interests given by the Companies under the Indenture may be reduced or deemed null and void as a result of non-compliance with the conditions set forth above if the beneficiaries thereof were aware or could not have been unaware of the absence of any corporate benefit.

(ii) The choice of law provisions will be recognised and given effect to by Luxembourg courts unless such choices of law are meant to circumvent rules of public policy of the laws that would have otherwise applied in the absence of such choice of law provisions.

(jj) A Luxembourg court may refuse to apply or recognize the chosen governing law if:

- (i) the choice was not made bona fide; or

- (ii) the foreign law was not pleaded and proved; or

- (iii) the foreign law was contrary to the overriding mandatory rules of Luxembourg law or manifestly incompatible with Luxembourg international public policy or Luxembourg public policy; or

- (iv) all other elements relevant to the situation at the time of the choice are located in a country other than the country whose law has been chosen in which case it may apply the imperative laws (lois impératives) of that other country; or

- (v) the agreement has a strong connection to another country and certain overriding mandatory laws (lois de police) of that country are applicable regardless of the chosen governing law, in which case it may apply those laws; or

- (vi) a party is subject to insolvency proceedings, in which case it would apply the insolvency laws of the jurisdiction in which such insolvency proceedings have been regularly opened to the effects of such insolvency except to the extent any exceptions are established by Council Regulation (EC) n°1346/2000 of 29 May 2000 on insolvency proceedings, as amended or by Regulation 2015/848 (as the case may be); or

- (vii) the relevant contractual obligations or matters fall outside of the scope of Rome I and/or the relevant non contractual obligations or matters fall outside the scope of Rome II (as applicable).

(kk) Under Luxembourg law the parties may choose the law governing an agreement creating a security interest subject to such choice not being abusive, however irrespective of the chosen governing law, the form, perfection and enforceability towards third parties and, depending on circumstances, the enforcement procedures, will be subject to the law of the situs of the assets over which security is taken.

(ll) A Luxembourg court may stay proceedings brought in such court if concurrent proceedings are being brought elsewhere.

(mm) The Luxembourg courts may require that any judgment obtained in a foreign court, and enforcement of which is being sought in Luxembourg and any documents tabled as evidence be translated into French or German.

(nn) The enforcement of foreign judgments is subject to exequatur procedures and conditions provided for by Luxembourg law.

(oo) Ralph Coffman, Rowan Offshore and Rowan Rigs have not on the date hereof filed their respective annual accounts for the financial year ended on 31 December 2020. The lack of filing within a period of 7 months from the year end (i.e. 31 December of each year) is considered as a serious breach of Luxembourg corporate law and may give rise to inter alia the judicial liquidation of the relevant Company pursuant to Article 1200-1 of the Luxembourg Law of 10 August 1915 on commercial companies, as amended.

8.          This opinion speaks as of its date and is given on the basis that we undertake no responsibility to notify the Addressees of this opinion (or any other person) of any change in the laws of Luxembourg or their construction, interpretation or application after the date of this opinion or any change of circumstances occurring after the date of this opinion affecting any of the Companies which may have any bearing on this opinion.

In this opinion Luxembourg legal concepts are expressed in English terms and not in their original French terms, as construed in accordance with Luxembourg law. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion will be governed and construed by Luxembourg law and Luxembourg courts have the exclusive jurisdiction thereon.

This opinion is for the sole benefit of the Addressees as of the date of this opinion in connection with the Registration Statement and may not be relied upon in any manner or used for any purpose by any other person or entity, and may not be quoted, otherwise referred to, delivered to, filed with or furnished or disclosed to any other party without our prior written consent. This opinion is strictly limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. In that respect, we have not been responsible for advising any person other than our client in relation to the transaction covered by this opinion. Against this background, we do not have any advisory duty to the Addressees or to any other person to whom a copy of this opinion may be communicated.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the use of our name in the Registration Statements under the heading “Legal Matters” as Luxembourg counsel for the Companies. In giving this consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this Exhibit, within the meaning of the terms “expert” as used in the Act or the rules and regulations of the Commission referred to thereunder.

Yours sincerely,

ELVINGER HOSS PRUSSEN

société anonyme

/s/ Azadeh DJAZAYERI

Azadeh DJAZAYERI

Partner

EX-5.9

Exhibit 5.9

March 4, 2022

To:           Valaris Limited

Clarendon House 2 Church Street

Hamilton, Bermuda, HM 11

Ladies and Gentlemen,

We have acted as special Mexican counsel in connection with the execution by Ensco Mexico Services, S. de R.L. de C.V., Rowan Drilling, S. de R.L. de C.V. and Rowan, S. de R.L. de C.V. (collectively, the “Mexican Entities”) of (i) a Senior Secured First Lien Notes dated April 30, 2021 entered by and between Valaris Limited, the guarantors from time to time party and Wilmington Savings Fund Society, FSB as Trustee and as First Lien Collateral Agent (the “First Lien Notes”), (ii) the Security Agreement dated April 30, 2021, entered by and between Valaris Limited, as grantor, the other grantors from time to time party and Wilmington Savings Fund Society, FSB, as First Lien Collateral Agent (the “Security Agreement”), and (iii) the Collateral Agency Agreement, dated April 30, 2021, entered by and between Valaris Limited, as the company and the grantor, the other grantors from time to time party and Wilmington Savings Fund Society, FSB, as the other Parity Lien Representative of the holders of the First Lien Notes Indenture and other parity lien representatives from time to time party (the “Collateral Agency Agreement” and together with the First Lien Notes and the Security Agreement, the “Financing Documents”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to such terms in the Financing Documents, as applicable.

For purposes of the opinion expressed below, we have reviewed executed copies of the following documents:

(a)           First Lien Notes,

(b)           Security Agreement;

(c)            the Collateral Agency Agreement;

(d)            the public deeds containing the current bylaws (estatutos sociales) of the Mexican Entities, identified in Schedule I hereto (the “Organizational Documents”);

(e)            the resolutions containing the corporate approvals of the Mexican Entities to enter into the Financing Documents, identified in Schedule II hereto; and

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(f)            the powers of attorney granted by each of the Mexican Entities in favor of Christian Jesus Ochoa, to execute the Financing Documents in their behalf, identified in Schedule III hereto.

In rendering the opinions expressed below, we have assumed, without any independent investigation or verification of any kind:

(i) except with respect to the Mexican Entities, the due incorporation, due authorization, and due execution and delivery by the parties executing the Financing Documents, and the power and authority of such parties under all applicable laws and regulations to enter into, execute and perform their respective obligations under the Financing Documents to which they are a party;

(ii) that the Financing Documents do not contravene or conflict with any writ, order, judgment, agreement, or any other instrument to which each party to the Financing Documents is subject or to which any of its property is bound or contractual or legal restriction (other than under the laws of the United Mexican States (“Mexico”)) having applicability to such party;

(iii) the validity, binding effect and enforceability of the documents referred to in this legal opinion which are governed by the laws other than the laws of Mexico;

(iv) the legal capacity of each individual executing the Financing Documents at the time of such execution and that the authority granted to Christian Jesus Ochoa pursuant to the powers-of-attorney listed in Schedule III hereto have not been at the time of execution, revoked, limited or amended in any manner whatsoever;

(v) the genuineness of all signatures, stamps or seals contained in all documents submitted to us, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents and completeness of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents;

(vi) that the contents of any certificate provided to us are correct in all respect; and

(vii) that all approvals that are necessary for the validity or enforceability of the Financing Documents (other than approvals of the Mexican Entities under the laws of Mexico) have been obtained and are in full force and effect and that the public deeds described in Schedule I hereto contain the complete and current articles of incorporation and bylaws (estatutos sociales) of each of the Mexican Entities.

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As to questions of fact material to the opinions hereinafter expressed, we have, when relevant facts were not independently established by us, assumed and relied upon the accuracy of the representations and warranties in the Financing Documents except to the extent that such representations and warranties cover matters of law as to which we expressly opine herein and that no event of default thereunder has occurred and is existing as of the date hereof and relied upon originals or copies, certified or otherwise identified to our satisfaction, of all such corporate records of the Mexican Entities and other verbal statements, instruments and other certificates of public officials, officers and representatives of the Mexican Entities and such other persons.

We are attorneys admitted to practice law in Mexico and we express no opinion as to any laws other than the federal laws of Mexico, and we have assumed that there is nothing in the law of any other jurisdiction that affects or may affect our opinions expressed below.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

1.            Each of the Mexican Entities is a sociedad de responsabilidad limitada de capital variable, organized and existing under the laws of Mexico.

2.            The execution of the Financing Documents by each of the Mexican Entities and the performance of their obligations under the Financing Documents (i) are within their corporate powers, (ii) have been authorized by the necessary corporate action, (iii) do not contravene any Mexican laws, and (iv) do not conflict with their by-laws (estatutos sociales).

3.            Christian Jesus Ochoa has the authority to sign and has executed the Financing Documents on behalf of each of the Mexican Entities.

4.            Each of the Mexican Entities has validly executed the Financing Documents.

5.            No authorization or approval by, and no notice to or filing with, any Mexican governmental authority is required for the execution and performance by the Mexican Entities of the Financing Documents, except for the corporate approvals identified in Schedule II.

6.            The choice of New York State law as the governing law of each of the Financing Documents is, under the laws of Mexico, a valid choice of law.

7.            The Mexican Entities have validly submitted, under the laws of Mexico, to the jurisdiction of the Courts of the States of New York pursuant to the Financing Documents.

8.            Any judgment rendered by any state or U.S. federal court located in New York pursuant to a legal action instituted before any such court in connection with the Financing Documents would be enforceable against the Mexican Entities party thereto in the competent courts of Mexico, pursuant to Article 1347A of the Mexican Commerce Code (Código de Comercio), which provides, inter alia, that any judgment rendered outside Mexico may be enforced by Mexican courts, provided that:

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(a) such judgment is obtained in compliance with legal requirements of the jurisdiction of the court rendering such judgment and in compliance with all legal requirements of the Financing Documents;

(b) all formalities set forth in treaties relating to foreign rogatory letters, to which Mexico is a party, have been complied with;

(c) such judgment is not rendered in an in-rem action (acción real);

(d) the judge or court rendering the judgement was competent to resolve the relevant matter in accordance with the rules of international law compatible with those adopted by the Mexican Commerce Code;

(e) service of process was made personally on the Mexican Entities or on an appropriate process agent of each of the Mexican Entities;

(f) such judgment is final in the jurisdiction where obtained and there is no recourse against it;

(g) such judgment and the obligation enforced through such judgment do not contravene Mexican public policy or laws, international treaties or agreements binding upon Mexico or generally accepted principles of international law;

(h) the action in respect of which such judgment is rendered is not the subject matter of a lawsuit among the same parties, pending before a Mexican court;

(i) the applicable procedure under the laws of Mexico with respect to the enforcement of foreign judgments (including the issuance of a letter rogatory by the competent authority of such jurisdiction requesting enforcement of such judgment and the certification of such judgment as authentic by the corresponding authorities of such jurisdiction in accordance with the laws thereof) is complied with; and

(j) the courts of such jurisdiction recognize the principles of reciprocity in connection with the enforcement of foreign judgments in such jurisdiction

9.            It is not necessary under current Mexican law that Wilmington Savings Fund Society, FSB be licensed, qualified or entitled to do business in Mexico (i) in order to enable them to enforce the Financing Documents or to exercise their rights or remedies under the Financing Documents to which they are a party, or (ii) by reason only of the execution, delivery, performance or enforcement of the Financing Documents.

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10.           No stamp, registration or other taxes, duties, assessments or governmental charges of whatsoever nature are payable in Mexico on or by virtue of the execution of the Financing Documents.

The above opinions are subject to the following qualifications:

(a)            Enforceability of the Financing Documents may be limited by insolvency, bankruptcy, concurso mercantil, quiebra, liquidation, reorganization, moratorium and other laws of general application relating to or affecting the rights of creditors generally. In accordance with the Mexican Bankruptcy Law (Ley de Concursos Mercantiles), any provision in an agreement which makes the obligations of a party more onerous due to the fact of a filing for insolvency or bankruptcy may be considered void.

(b)           In any insolvency, concurso mercantil or bankruptcy proceedings in Mexico, labor claims, claims of tax authorities for unpaid taxes, social security quotas, workers’ housing fund quotas, retirement fund quotas, litigation costs, fees and expenses related to the management of the bankruptcy estate, creditors for the expenses incurred to cover ordinary protection expenses incurred for the conservation, management or safety of the bankruptcy estate, expenses incurred in connection with any judicial or extrajudicial procedure for the benefit of the bankruptcy estate, and other claims provided under the Mexican Bankruptcy Law, will have priority over claims of unsecured creditors.

(c)            In the event that proceedings are brought in Mexico seeking performance of payment obligations denominated in a currency other than Mexican pesos, pursuant to Article 8 of the Mexican Monetary Law (Ley Monetaria de los Estados Unidos Mexicanos), the Mexican Entities may discharge their obligations by paying in Mexican currency any sums due in a currency other than Mexican currency, at the rate of exchange prevailing in Mexico on the date when payment is made and, consequently, judgment currency and similar provisions in the Financing Documents may not be enforceable in Mexico.

(d)            Provisions of the Financing Documents granting discretionary authority to a party thereto cannot be exercised in a manner inconsistent with relevant facts nor defeat any requirement from a competent authority to produce satisfactory evidence as to the basis of any determination; in addition, any notice or certificate purporting to be conclusive and binding may be contested in a Mexican court by the party in respect of which it purports to be conclusive and binding.

(e)            Claims may become barred under the statutes of limitations (prescripción), which may not be waived under Mexican law; claims may not be enforced after the applicable Mexican statute of limitations period has elapsed and may become subject to defenses, set-off or counterclaim.

(f)            The taking of possession, entry, removal, sale, transfer or other disposition of property or similar action in Mexico under the Financing Documents may not be made in Mexico without judicial intervention after the defendant is given the right to be heard and defeated in court.

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(g)            In any proceedings brought to the courts of Mexico for the enforcement of the foreign judgments or documents not governed by Mexican law, a Mexican court would apply Mexican procedural law in such proceedings.

(h)            Any provision in the Financing Documents to the effect that invalidity and illegality of any part thereof will not invalidate the remaining obligations thereunder may be unenforceable in Mexico to the extent that such provision constitutes an essential element of the relevant document.

(i)             Covenants which purport to bind the Mexican Entities on matters which are reserved by law to their partners, or which purport to bind their partners to vote or refrain from voting their equity quotas issued by each of the Mexican Entities or any of their subsidiaries, are not enforceable, under Mexican law, through specific performance.

(j)             We note that a Mexican court may stay proceedings held in such court if concurrent proceedings are being held elsewhere and that procedural rights cannot be validly waived under Mexican law.

(k)            In the event that any legal proceedings are brought in the courts of Mexico, a Spanish translation (prepared by a court-approved translator) of the Financing Documents which are executed in any foreign language must be filed in such proceedings and would have to be approved by the court after the defendant had been given an opportunity to be heard with respect to the accuracy of the translation, and proceedings would thereafter be based upon the translated documents and in case of foreign public documents, they will require legalization before the appropriate Mexican consulate as provided for by Article 1248 of the Mexican Commerce Code or pursuant to The Hague Convention of October 5, 1961, as applicable.

(l)             Mexican law does not permit the collection of interest on interest.

(m)           In connection with the provisions contained in the Financing Documents regarding service of process, it should be noted that service of process by mail does not constitute personal service under Mexican law and we believe a final judgment based on service of process my mail would not be enforced by Mexican courts; we note that there are several conflicting non-binding judicial precedents that have analyzed whether service of process made at the domicile of the agent for service of process should be considered as personal process on the party being served and, as a result, no definitive and binding criteria has been set by the Mexican judiciary on this issue.

(n)           Covenants and other agreements to perform an act other than payment of money and covenants and other agreements not to perform an act may not be specifically enforceable in Mexico, although any breach thereof may give rise to an action for money damages.

(o)           In respect of any Financing Document, Mexican law would apply to any internal corporate matters of the Mexican Entities.

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(p)           Under Mexican law, the obligations of a guarantor cannot exceed the obligations of the main obligor; Mexican law provides that contractual obligations such as those assumed by each of the Mexican Entities under the Financing Documents may only exist to the extent that the obligations of the main obligor are valid; therefore, upon the lack of genuineness, validity or enforceability of the obligations of the main obligor under the Financing Documents, the obligations of the Mexican Entities shall be equally affected and in such circumstances might not be enforced in a proceeding before Mexican courts. Finally, under Mexican Law, the extension or the granting of grace periods to the main obligor, any modification of a guaranteed obligation that would increase any obligation of the Mexican Entities or the novation of the principal obligation, would require the consent of each of the Mexican Entities; as a result, the obligations of the Mexican Entities might not be enforced by a Mexican court if the guaranteed obligations are extended, increased or novated without each of the Mexican Entities’ consent at that time.

(q)           Except as specifically stated herein, we make no comments, and we have not undertaken any independent investigation with regard to the truthfulness, genuineness, completeness, veracity and certainty, with regard to any representations and warranties which may be made by any of the parties in any of the documents referred to above or otherwise, except for representations and warranties relating to Mexican law specifically referred to in the opinions above.

(r)            Except as specifically stated herein, we express no opinion regarding tax, environmental and labor matters.

(s)            We express no opinion on any provision purporting to bind any person that is not a party to documents subject matter of this legal opinion and we express no opinion on any provision of the documents subject matter of this legal opinion incorporating by reference any document or agreement that is not a document subject matter of this legal opinion or any provisions thereof.

(t)            Under Mexican law, the satisfaction of a condition precedent (condición suspensiva) may not be left to the sole discretion of one of the parties.

This opinion is rendered based on the federal legal provisions applicable in Mexico as of the date hereof. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any facts that might change the opinions expressed herein after the date hereof.

This opinion is given solely for the benefit of the addressees hereof and the successors and assigns thereof, and is not to be quoted or relied upon, in whole or in part, by any other person or filed with anyone without the prior written consent of this firm, provided that a copy of this opinion may be furnished without our prior written consent and without such parties being able to rely upon this opinion, to (i) any legislative, administrative, regulatory or judicial body exclusively to the extent required by law or by order of a competent court or governmental authority, (ii) the legal advisors of any person permitted to rely on this opinion, (iii) the head office, branches and affiliates of any person permitted to rely on this letter, and (iv) to any bona fide potential assignees or transferees of an addressee and their respective professional advisers. Our consent to the furnishing of this opinion to the persons referred to before is given on the basis that (a) such disclosure is made solely to enable such persons to be informed that an opinion has been given and to be made aware of its terms but not for the purpose of reliance by them on this opinion, (b) we do not assume any duty or liability to such persons, (c) such persons shall not further disclose, furnish or quote this opinion, and (d) this opinion will not be deemed issued on a date other than the date hereof. We assume no responsibility to advise you of any change to our opinion subsequent to the date hereof.

Notwithstanding the foregoing, we consent to the filing of this opinion as an exhibit to the registration statement on Form S-3 (the “Registration Statement”) and to the reference to us under the heading “Legal Matters” in the Registration Statement.

Very truly yours,

/s/ Galicia Abogados, S.C.

Galicia Abogados, S.C.

7 

Schedule I

Organizational Documents

1. Ensco Mexico Services, S. de R.L. de C.V.

i. Public deed No. 4,418, dated December 20, 2018, granted before Mr. Pedro Ruiz Higuera, notary public No. 60 of Guadalajara, Jalisco, containing the incorporation of Ensco Mexico Services, S. de R.L. de C.V.

2. Rowan Drilling, S. de R.L. de C.V.

i. Public deed No. 25,450, dated September 28, 2018, granted before Mr. Antonio Andere Pérez Moreno, notary public No. 231 of Mexico City, containing the incorporation of Rowan Drilling, S. de R.L. de C.V.

3. Rowan, S. de R.L. de C.V.

i. Public deed No. 44,389, dated April 15, 2009, granted before Mr. Erik Namur Campesino, notary public No. 94 of Mexico City, containing the incorporation of Rowan, S. de R.L. de C.V.

ii. Public deed No. 52,150, dated September 23, 2015 granted before Mr. Héctor Manuel Cárdenas Villarreal, notary public No. 201 of Mexico City, formalizing the resolutions adopted by the partners of Rowan, S. de R.L. de C.V. revoking the liquidation process of the company.

8 

Schedule II

Partners’ Resolutions

1. Ensco Mexico Services, S. de R.L. de C.V.

i. Unanimous Resolutions Adopted without Holding a General Members’ Meeting dated April 30, 2021 by Ensco México Services, S. de R.L. de C.V.’s partners.

2. Rowan Drilling, S. de R.L. de C.V.

i. Unanimous Resolutions Adopted without Holding a General Members’ Meeting dated April 30, 2021 by Rowan Drilling, S. de R.L. de C.V.’s partners.

3. Rowan, S. de R.L. de C.V.

i. Unanimous Resolutions Adopted without Holding a General Members’ Meeting dated April 30, 2021 by Rowan, S. de R.L. de C.V.’s partners.

9 

Schedule III

Powers of Attorney

1. Ensco Mexico Services, S. de R.L. de C.V.

i. Public deed No. 81,035, dated October 5, 2020, granted before Mr. Joaquín Ignacio Mendoza Pertierra, notary public No. 62 of Mexico City, containing the powers of attorney granted in favor of Christian Jesús Ochoa.

2. Rowan Drilling, S. de R.L. de C.V.

i. Public deed No. 81,037, dated October 5, 2020, granted before Mr. Joaquín Ignacio Mendoza Pertierra, notary public No. 62 of Mexico City, containing the powers of attorney granted in favor of Christian Jesús Ochoa.

3. Rowan, S. de R.L. de C.V.

i. Public deed No. 81,036, dated October 5, 2020, granted before Mr. Joaquín Ignacio Mendoza Pertierra, notary public No. 62 of Mexico City, containing the powers of attorney granted in favor of Christian Jesús Ochoa.

10 

EX-5.10

Exhibit 5.10

 

Private & Confidential

To:          Valaris Limited

Clarendon House

2 Church Street

Hamilton

Bermuda, HM 11

4^th March 2022

Dear Sirs,

Re: Valaris Limited – Issuance of Common Shares and Senior Secured First Lien Notes Due 2028

We have been instructed by ENSCO International Incorporated, acting as our clients, to issue this opinion to you and for your benefit in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission in connection with the issuance of Common Shares and Senior Secured First Lien Notes due 2028 by Valaris Limited (an exempted company incorporated under the laws of Bermuda with company registration number 56245, and hereinafter referred to as “Valaris”).

This opinion should be read in the context of, and is expressly subject to, all the terms and conditions of our firm’s letter of engagement dated 22nd June 2020. Only on such basis, may you rely on this opinion subject also to agreement by yourself to the full text of the opinion, including without limitation all assumptions, qualifications and limitations identified herein.

1. Definitions

1.1. Capitalised terms used but not otherwise defined herein have the meanings set forth in the Transaction Documents (as this expression is defined below);

 

1.2. In this opinion:

“Civil Code” means the Civil Code (Chapter 16 of the Laws of Malta);

“Companies Act” means the Companies Act (Chapter 386 of the Laws of Malta);

“governmental authority” means and includes (whether having a distinct legal personality or not) any Maltese national or local government authority, department, board, commission, council, committee, or other agency, entity or instrumentality;

“law” means any law, statute, regulation, rule, instrument or other subordinate or secondary legislation or other legislative or quasi-legislative rule or measure or any order or decree of any governmental, judicial or public body or authority;

“Malta” means the Republic of Malta and “Maltese” shall be construed accordingly;

“Maltese Companies” means each of the following companies:

- RDC Malta Limited, a limited liability company registered under the laws of Malta with company registration number C 61119 and having its registered office address at Level 2, West Mercury Tower, The Exchange Financial & Business Centre, Elia Zammit Street, St Julians STJ 3155, Malta;

- RDC Offshore Malta Limited, a limited liability company registered under the laws of Malta with company registration number C 65624 and having its registered office address at Level 2, West Mercury Tower, The Exchange Financial & Business Centre, Elia Zammit Street, St Julians STJ 3155, Malta;

- Manatee Limited, a limited liability company registered under the laws of Malta with company registration number C 61102 and having its registered office address at Level 2, West Mercury Tower, The Exchange Financial & Business Centre, Elia Zammit Street, St Julians STJ 3155, Malta; and

- Manta Ray Limited, a limited liability company registered under the laws of Malta with company registration number C 61104 and having its registered office address at Level 2, West Mercury Tower, The Exchange Financial & Business Centre, Elia Zammit Street, St Julians STJ 3155, Malta.

“person” means any individual, firm, partnership, company, corporation, association (incorporated or not) and any governmental, judicial or public body or authority;

“Transaction Documents” means and includes without limitation the documents listed in Paragraphs 2.1 to 2.12 below or any one or more of them; and

p. 2

 

“WSFS” means Wilmington Savings Fund Society, FSB of 500 Delaware Avenue, 11^th Fl, Wilmington, Delaware, 19801, United States of America.

2. Documents

For the purposes of this opinion, we have examined certified, fax or scanned copies of the following documents:

2.1. an indenture dated as of 30 April 2021 among Valaris, the Guarantors therein mentioned, and WSFS as Trustee and First Lien Collateral Agent (hereinafter referred to as the “Indenture”);

2.2. a collateral agency agreement dated as of 30 April 2021 among Valaris as the company and grantor, other grantors from time to time a party thereto, WSFS as Parity Lien Representative of the holders of the Initial First Lien Notes, other Parity Lien Representatives from time to time party thereto, and WSFS as First Lien Collateral Agent and as Security Trustee (hereinafter referred to as the “Collateral Agency Agreement”);

2.3. a security agreement dated as of 30 April 2021 among Valaris as a grantor, other grantors from time to time party thereto, and WSFS as First Lien Collateral Agent (the “Notes Security Agreement”);

2.4. a share pledge agreement dated 30 April 2021 among Rowan International Rig Holdings SARL of Luxembourg and Rowan No. 1 Limited of the United Kingdom as pledgors, WSFS as First Lien Collateral Agent and Security Trustee for the Parity Lien Secured Parties as pledgee, and RDC Malta Limited as the company, whereby the pledgors have pledged their shares in RDC Malta Limited in favour of the pledgee (the “RDC Malta Share Pledge Agreement”);

2.5. a share pledge agreement dated 30 April 2021 among Rowan Financial Holdings SARL of Luxembourg and Rowan No. 1 Limited of the United Kingdom as pledgors, WSFS as First Lien Collateral Agent and Security Trustee for the Parity Lien Secured Parties as pledgee, and RDC Offshore Malta Limited as the company, whereby the pledgors have pledged their shares in RDC Offshore Malta Limited in favour of the pledgee (the “RDC Offshore Malta Share Pledge Agreement”);

2.6. a share pledge agreement dated 30 April 2021 among RDC Holdings Luxembourg Sarl of Luxembourg as pledgor, WSFS as First Lien Collateral Agent and Security Trustee for the Parity Lien Secured Parties as pledgee, and Manatee Limited as the company, whereby the pledgor pledged its shares in Manatee Limited in favour of the pledgee (the “Manatee Share Pledge Agreement”);

p. 3

 

2.7. a share pledge agreement dated 30 April 2021 among Rowan International Rig Holdings SARL of Luxembourg as pledgor, WSFS as First Lien Collateral Agent and Security Trustee for the Parity Lien Secured Parties as pledgee, and Manta Ray Limited as the company, whereby the pledgor pledged its shares in Manta Ray Limited in favour of the pledgee (the “Manta Ray Share Pledge Agreement”);

2.8. an equitable mortgage dated 30 April 2021 over the shares held by RDC Malta Limited in Rowan Drilling (Trinidad) Limited in favour of WSFS (the “RDC Malta Cayman Equitable Mortgage”);

2.9. a mortgage of shares agreement dated 30 April 2021 entered into by RDC Malta Limited as pledgor, whereby it has mortgaged its shares held in Rowan N-Class (Gibraltar) Limited in favour of WSFS (the “Gibraltar Mortgage Agreement”);

2.10. a share and receivables agreement dated 30 April 2021 entered into by RDC Offshore Malta Limited as pledgor whereby it has pledged its shares held in Rowan Offshore Luxembourg Sarl in favour of WSFS (the “Luxembourg Share Pledge Agreement”);

2.11. an equitable mortgage dated 30 April 2021 over shares held by Manatee Limited in ROWAN 240C#3, INC., in favour of WSFS (the “Manatee Cayman ROWAN 240C#3, INC Equitable Mortgage”);

2.12. an equitable mortgage dated 30 April 2021 over the shares held by Manatee Limited in RDC Arabia Drilling Inc, in favour of WSFS (the “Manatee Cayman RDC Arabia Equitable Mortgage”);

2.13. in respect of each of the Maltese Companies:

    (i) the Memorandum and Articles of Association as these appear in public records held by the Registrar of Companies;

   (ii) joint resolutions of the Board of Directors and of the shareholders.

3. Searches of Public Records

3.1. We have, as at 4^th March 2022, carried out a search in respect of each of the Maltese Companies at the Malta Business Registry. Documents or notices filed at the Malta Business Registry may not be accessible to the general public forthwith upon their filing and there may be a delay in the filing and publication of the documents or notices related thereto.

3.2. Other than the afore-mentioned search and as mentioned in this opinion, we have not carried out any other due diligence on any of the Maltese Companies and in particular:

p. 4

 

(a) we have not carried out any searches of the records held at the Public Registry Offices;¹

(b) we have not effected any searches at the Registry of the Superior Courts of Malta (nor with the registry of any other court or tribunal in Malta) for any pending suits or causes of action against or involving any of the Maltese Companies; the public indexing system for suits or causes of action currently available does not permit the location and identification of suits or causes of action with an acceptable degree of certainty; and

(c) we have not reviewed the financial statements of any of the Maltese Companies.

4. Assumptions

In rendering this opinion, we have assumed without further enquiry:

4.1. the authenticity of all documents submitted to us as originals;

4.2. the completeness and conformity to the originals of all documents submitted to us as copies;

4.3. the genuineness of all signatures on all documents;

4.4. the legal capacity of natural persons;

4.5. the corporate power, authority and legal right of all the parties to the Transaction Documents (other than the Maltese Companies) to enter into and perform all their respective obligations thereunder and (other than with respect to the Maltese Companies) the due authorisation by all requisite corporate action and the due execution of such Transaction Documents and the validity and binding effect thereof;

4.6. no relevant power of attorney or board or shareholders’ resolution has been amended or revoked;

4.7. neither the terms of the Transaction Documents nor any other document referred to therein nor any provision of foreign law applicable to or mentioned in the Transaction Documents are found to be contrary to the public policy of Malta;

4.8. the accuracy of all representations, warranties and covenants as to factual matters made by the parties to the Transaction Documents.

¹ Regulated by the Public Registry Act, Chapter 56 of the Revised Edition of the Laws of Malta, 1984. Deeds (such as those relating to purchases and sales of immovable property) requiring registration at law, causes of preference among creditors and other registrations are enrolled amongst others at the Public Registry Offices.

p. 5

 

5. Opinion

Based on, subject to and in reliance upon the assumptions set forth above and subject to the qualifications in this letter set forth and contained, and subject to any factual matters not disclosed to us in the course of our examination, and following such investigation as we have deemed necessary, and after having examined such corporate and other documents and records as we have considered relevant or appropriate for the purpose of giving the opinions set out below, and having regard to the applicable law in force in Malta, it is our considered opinion that:

(a) each of the Maltese Companies is validly existing under the laws of Malta as a limited liability company;

(b) each of the Maltese Companies had power to execute, deliver and perform its respective obligations under the Transaction Documents to which it is a party and all necessary corporate and other action has been taken to authorise the execution, delivery and performance of the same;

(c) the Transaction Documents to which any of the Maltese Companies is party have been validly executed by each respective Maltese Company in accordance with Maltese law;

(d) each of the Maltese Companies has the power and capacity to sue and be sued in its own name; and

(e) subject to the other provisions of this opinion, the Transaction Documents to which any of the Maltese Companies is a party constitute valid and legally binding obligations of each respective Maltese Company.

6. Qualifications

This opinion is subject to the qualifications outlined below:

6.1. the enforceability of the rights and remedies provided for in the Transaction Documents is limited by and subject to:

(i) insolvency, bankruptcy, moratorium and other similar laws affecting the enforceability of creditors' rights generally;

(ii) the pleas of set-off and counter-claim; and

(iii) the plea of prescription;

p. 6

 

6.2. no opinion is expressed on the validity and enforceability of any provisions in the Transaction Documents whether under Maltese law or otherwise.

6.3. insofar as the statutory enactment of new law and the amendment to existing statutory provisions relate to matters of public policy or are mandatorily applicable in a retrospective manner, such law will apply to the Transaction Documents notwithstanding any provision to the contrary, subject to the applicable principles of the law of Malta relating to vested rights generally;

6.4. under the Maltese Civil Code, the general rule is that mandate is of its nature revocable. This rule applies in relation to any agency agreement, and without prejudice to the generality of the foregoing, even in connection with the appointment of a process agent. Furthermore, mandate is terminated by virtue of a declaration of bankruptcy of either the mandator or the mandatary. The foregoing rules are subject to the following exceptions:

  (a) a mandate may not be revoked where it is made in writing and is expressly stated to be granted by way of security in favour of the mandatary or of any other person, and that it is irrevocable, in which case it may only be revoked with the consent of the person whose interest is secured thereby. In addition, an irrevocable mandate by way of security is not terminated upon a declaration of bankruptcy as stated in the foregoing paragraph. It is not permissible for an irrevocable mandate by way of security to be issued with reference to immovable property or rights therein; and

  (b) a mandate in a contract to implement any close-out netting provision is not revoked by a declaration of bankruptcy or insolvency of any party to such a contract;

6.5. any reference in this opinion to public policy refers to our understanding of public policy in Malta based on judgments as at the date hereof. We should caution that the Maltese legal system does not adopt the principle of binding precedents and that the position currently obtaining on matters of public policy may be determined differently by Maltese courts in the future.

7. Reliance

(a) The undersigned has been duly admitted by warrant granted under the public seal of Malta to practice the profession of advocate in Malta. This opinion is limited to the law of Malta as at the date hereof and is given on the basis of our knowledge of that law as of that date. We do not assume any obligation to advise any person entitled to rely on this opinion of any subsequent change in, or in the interpretation of, the law of Malta. We express no opinion on the law of any jurisdiction other than Malta.

p. 7

 

(b) This opinion is strictly limited to the matters stated in it and does not apply by implication or otherwise to any other matters.

(c) This opinion is addressed to you and only for your benefit; it may not, without our prior written consent, be relied upon by any other person other than yourselves or otherwise disclosed or filed with any person or quoted or referred to in a public document, provided that you are free to disclose this opinion to any tax authorities or intermediaries (as defined in the European Union’s Council Directive 2018/822) on a non-reliance basis and subject to us being promptly notified by yourselves of any such disclosure.

   Notwithstanding the above, but always subject to the provisions of Paragraph 7(d) hereunder, we consent to:

   (i) the reference to our firm under the caption “Legal Matters” in the Registration Statement and to the use of this opinion as an exhibit to the Registration Statement; and

   (ii) to Conyers Dill & Pearman, and Gibson, Dunn & Crutcher LLP, to rely on this opinion for the purposes of the opinions to be filed by them in connection with the Registration Statement.

(d) Except in cases of fraud, wilful misconduct or gross negligence on our part, the aggregate liability of Ganado Advocates and its partners, lawyers, agents and employees or any of them (together referred to as the “Law-Firm”) for any damages or losses shall be limited to the extent of the Professional Indemnity insurance cover of the law-firm practising under the name of Ganado Advocates. No recourse can be taken against individual partners, lawyers, agents and employees of Ganado Advocates.

For the purposes of this opinion, damages and losses shall mean the aggregate of all losses or damages (including interest thereon, if any) and costs suffered or incurred by you in connection with this opinion (as the same may be amended or varied), including as a result of breach of contract, breach of statutory duty, tort (including negligence), fault or other act or omission by the Law-Firm but excluding any such losses, damages or costs in respect of liabilities which cannot lawfully be limited or excluded. In order to limit the personal liability and exposure to litigation of our partners, lawyers, employees and agents, this opinion is addressed to you on the basis that you or any other party will not bring any claim for damages resulting from or in relation to this opinion against any of such persons personally.

This paragraph shall survive any termination of your engagement of Ganado Advocates.

p. 8

 

(e) This opinion and any non-contractual obligations arising out of or in connection with it are governed by Maltese law. Should any dispute relating to this opinion, or as to its interpretation, validity or effect, arise, the Law-Firm and yourselves shall make every reasonable effort to resolve the dispute by conducting negotiations in good faith at the highest level. If the dispute is not resolved to the satisfaction of both parties, such dispute shall be referred to and finally resolved by arbitration under the UNCITRAL Rules of Arbitration in accordance with the provisions of Part V (International Arbitration) of the Arbitration Act, 1996. Any arbitration commenced pursuant to this clause shall take place in Malta and be administered by the Malta Arbitration Centre.

Yours faithfully,

/s/ Dr Louis Cassar Pullicino

Dr Louis Cassar Pullicino

Partner, Ganado Advocates

p. 9

EX-5.11

Exhibit 5.11

Partner Contact Our ref Dominic Emmett / Gail Christopher K Carew T +61 292634292 kcarew@gtlaw.com.au GDC:KMC 1043081

L 35, Tower Two, International Towers Sydney

200 Barangaroo Avenue,

Barangaroo NSW 2000 AUS

T +61 2 9263 4000 F +61 2 9263 4111

www.gtlaw.com.au

4 March  2022

Ensco Australia Pty Limited (ACN 100 601 634)

Atwood Australian Waters Drilling Pty Ltd (ACN 143 726 005)

Atwood Oceanics Australia Pty Limited (ACN 008 755 566)

(the Relevant Parties and each a Relevant Party or “you”)

Dear Relevant Parties

Valaris Limited – Senior Secured First Lien Notes Due 2028

We have acted as Australian legal advisers to the Relevant Parties in connection with the Senior Secured First Lien Notes issued by Valaris Limited, an exempted company incorporated under the laws of Bermuda with registration number 56245 (the Company) under the document entitled "SENIOR SECURED FIRST LIEN NOTES DUE 2028" dated as of April 30, 2021 (Indenture), which are guaranteed by the Relevant Parties.

We understand that:

(a) the Notes and the Guarantee (each as defined in the Indenture) will be registered on a Registration Statement on Form S-3 (the Registration Statement) filed by the Company and the Guarantors with the United States Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act); and

(b) that Gibson, Dunn & Crutcher LLP counsel to the Company and the Guarantors (as defined in the Indenture) (Lead Counsel), will deliver their respective opinions relating to the Notes to be delivered under the Registration Statement.

2 Definitions

In this opinion, capitalised terms not defined in this opinion have the meaning given to them (including by way of incorporation) in the Collateral Agency Agreement dated 30 April 2021 between, among others, the Company, Wilmington Savings Fund Society, FSB and the Relevant Parties (Collateral Agency Agreement) and:

(a) Acting Person means each of Dominic Emmett, Gail Christopher, Kerry Carew, and Grace McCarthy;

(b) ASIC means the Australian Securities and Investments Commission;

(c) Corporations Act means the Corporations Act 2001 (Cth);

(d) Relevant Document means a document referred to in Schedule 1 (Relevant Documents);

(e) Relevant Jurisdiction means each of the Commonwealth of Australia and New South Wales;

(f) Security Trustee means Wilmington Savings Fund Society, FSB; and

 

(g) Verification Certificate means the executed document entitled “Verification Certificate” dated 29 April 2021 issued by the Relevant Parties in favour of the Security Trustee.

3 Documents

We have examined and relied on:

(a) an electronic copy of each executed Relevant Document;

(b) an electronic copy of the Verification Certificate; and

(c) the searches referred to in paragraph 4 (Searches) below.

We have also examined such other documents as we think necessary or appropriate for our opinion.

4 Searches

(a) We have relied on:

(i) an extract of the public records of each Relevant Party produced by ASIC on 4 March 2022; and

(ii) searches of the ASIC Insolvency Notices register of each Relevant Party on 4 March 2022 accessed through the ASIC website.

(b) We have assumed that each extract is the same as information provided by the applicable Relevant Party to ASIC. We have not examined any documents that a Relevant Party may have filed with ASIC.

(c) The results produced by the searches above may not be correct, complete and up to date.

(d) We have not conducted any other searches or investigations for the purposes of this opinion.

5 Opinion

Based on the assumptions and subject to the qualifications set out below, we are of the following opinion.

(a) Incorporation: Each Relevant Party is incorporated and exists under the laws of the Commonwealth of Australia.

(b) Corporate power: Each Relevant Party has the corporate power to enter into and to perform its obligations under each Relevant Document to which it is a party.

(c) Execution: Each Relevant Document has been executed by each Relevant Party that is a party to it in accordance with the law of each Relevant Jurisdiction.

(d) Corporate authorisation: Each Relevant Document has been authorised by all necessary corporate action on the part of each Relevant Party that is a party to it and has been entered into by persons authorised by that Relevant Party.

page | 2

 

(e) Non violation: The entry into each Relevant Document by each Relevant Party that is a party to it and the performance by each Relevant Party of its obligations under those Relevant Documents, did not and will not violate, in any respect, any now existing provision of any law of a Relevant Jurisdiction or the Relevant Parties’ respective constituent documents attached to the Verification Statement.

(f) Authorisations: No Relevant Party requires any authorisation from any Governmental Authority of a Relevant Jurisdiction to enable it to enter into or to perform its obligations under any Relevant Document to which it is a party.

(g) Immunity: No Relevant Party is entitled to claim sovereign or other general immunity from suit or execution for itself or its assets.

6 Assumptions

For the purposes of giving this opinion, we have assumed the following and we have not made, nor are we obliged to make, any independent investigation of, or enquiries in respect of, those matters except as expressly stated in this opinion.

(a) Authenticity: The authenticity of all dates, seals and signatures (including copies of seals and signatures and electronic signatures) and of any duty or registration stamp or marking.

(b) Completeness etc: The completeness, the execution (other than a Relevant Document) and conformity to original instruments, of all copies (including unexecuted copies) of documents submitted to us, and that any document submitted to us continues in full force and effect, has not been amended, released, rescinded, terminated or revoked and has been, or will be, duly delivered and is not subject to escrow and its execution or delivery is not subject to conditions.

(c) Execution: Each Relevant Document is within the capacity and powers of, and has been validly authorised and entered into by, all parties to it (other than, in each Relevant Jurisdiction, each Relevant Party that is a party to it). Each person who executed a Relevant Document on behalf of each Relevant Party held the position they purported to hold.

(d) Enforceability: Each Relevant Document constitutes the binding and enforceable obligations of all parties to it and the performance of obligations under each Relevant Document by each party to it (other than, in each Relevant Jurisdiction, each Relevant Party) will comply with all applicable law.

(e) Physical Split Execution: No Relevant Document has been executed by a Relevant Party by two directors or a director and company secretary signing two different physical counterparts of it.

(f) Electronic Execution: Each Relevant Document has been executed by a Relevant Party in wet-ink.

(g) Incorporation: Each party to a Relevant Document (other than a Relevant Party) is incorporated or organised and validly existing under all applicable law.

(h) Good faith and benefit: Each Relevant Party enters into each Relevant Document to which it is a party and carries out the transactions contemplated by those Relevant Documents in good faith for the benefit and purposes of its business.

page | 3

 

(i) Conduct of business: No person has engaged or will engage in unconscionable, misleading or deceptive conduct (by act or omission) that might make any part of this opinion incorrect. No person has engaged or will engage in any other conduct, and there are no facts or circumstances not evident from the face of the documents listed in paragraph 3 (Documents), that might make any part of this opinion incorrect.

(j) Solvency: Each Relevant Party is solvent when, and will not become insolvent because of, entering into or doing or making any act or omission for the purpose of giving effect to any transaction under or in connection with, each Relevant Document to which it is a party.

(k) Liquidator, administrator etc: No liquidator, administrator, receiver, receiver and manager or like officer has been appointed to any Relevant Party or any of its assets and no Relevant Party has been wound up or obtained protection from its creditors under any applicable law. Our searches of the public records at ASIC referred to in paragraph 4(a) (Searches) did not reveal the appointment of any such officer to any Relevant Party or any of its assets.

(l) Constitution: The constituent documents, and the extracts of resolutions attached to the Verification Certificate have not been amended or varied and continue to be in full force and effect.

(m) Section 129 Corporations Act: We are entitled to make all of the assumptions specified in section 129 of the Corporations Act (including as modified by section 7 of the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 (Cth), as applicable) in relation to each Relevant Document and each Relevant Party. We note that you may also rely on each of those assumptions unless you know or suspect that the assumptions are incorrect.

(n) Other jurisdiction: Insofar as any obligation under a Relevant Document is to be performed in any jurisdiction other than a Relevant Jurisdiction, its performance will not be illegal under the law of that jurisdiction.

(o) Formalities for execution: Formalities for execution required by the law of the place of execution (other than a Relevant Jurisdiction) of each Relevant Document have been or will be complied with.

(p) Banking Code of Practice: The Banking Code of Practice of the Australian Bankers’ Association Inc. does not apply to any Relevant Document.

(q) Direction under Tax Act: The Commissioner of Taxation of the Commonwealth of Australia will not give any direction under section 255 of the Income Tax Assessment Act 1936 (Cth) or section 260-5 of Schedule 1 of the Taxation Administration Act 1953 (Cth) requiring any Relevant Party to deduct from any payment to any other party to a Relevant Document any amount in respect of income tax or goods and services tax payable by that other party in respect of its Australian sourced income or sales.

(r) Circulating resolutions: In relation to the resolutions of each Relevant Party (extracts of which being attached to the Verification Certificate):

(i) all directors who passed the circulating resolutions were duly appointed;

(ii) all requirements in relation to passing the circulating resolutions were observed;

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(iii) the directors of each Relevant Party properly acted in accordance with their legal, equitable and statutory duties and, in resolving to enter into the Relevant Documents to which that Relevant Party is a party, have not acted in breach of any fiduciary duties owed by them and justifiably formed the opinion that the execution and performance of those Relevant Documents by that Relevant Party is for that Relevant Party’s benefit (and we have no reason to believe otherwise); and

(iv) the matters recorded in the resolutions are accurately recorded and were duly passed.

(s) Regulation or resolution: No regulation or resolution which was not disclosed in our search of each Relevant Party at ASIC has been passed by the shareholders of any Relevant Party which has the effect of limiting the powers of the board of directors of that Relevant Party. We are not aware of any such regulation or resolution.

(t) No trustee: Each Relevant Party enters into each Relevant Document to which it is a party in its personal capacity, and not as trustee of any trust or settlement, partner of a partnership or agent or in any other capacity.

(u) Information correct: All information supplied or confirmed to us for the purpose of conducting searches and making registrations is correct and complete as at the date of those searches and registrations and as at the date of this opinion.

7 Qualifications

Our opinion is subject to the following qualifications.

(a) Relevant law: We express no opinion as to any law other than the law of each Relevant Jurisdiction as in force and as interpreted by courts of the Relevant Jurisdiction at 9.00am (Sydney time) on the date of this opinion. We are under, and assume, no obligation to inform any person of, or of the effect of, any future changes to those or any other law.

(b) Officer’s Certificates: We have relied, to the extent we deem necessary and proper, on warranties and representations as to certain factual matters contained in the Relevant Documents and the Verification Certificate. We have no actual knowledge of any inaccuracies in any of the facts so warranted or represented. We have made no independent investigation of the accuracy of those facts.

(c) Principal obligations: Insofar as our opinions in paragraph 5 (Opinion) relate to the performance of a Relevant Document, those opinions are limited to the principal transactions contemplated by that Relevant Document (such as the borrowing and repayment and guarantee of money and creation of Liens). They do not extend to the performance of obligations under other documents referred to in that Relevant Document.

(d) Resolutions: We have relied on the resolutions attached to the certificates referred to in paragraph 3 (Documents). We note that those resolutions may not be complete.

(e) No verification etc: We have not been responsible, in relation to any Relevant Document or anything else in connection with the transactions contemplated by any Relevant Document, for investigating or verifying the completeness, accuracy, materiality or relevance of any facts or statements of fact or the reasonableness or pertinence of any statement of fact or whether any facts or statements of fact have not been disclosed or whether there are, or are not, reasonable grounds for any opinion or statement as to any future matter or whether or not the person making the statement or expressing the opinion believes it to be complete, accurate, material or relevant.

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(f) Financial sanctions: Unless the Department of Foreign Affairs and Trade has given specific approval under the Autonomous Sanctions Act 2011 (Cth), certain payments, deposits and dealings relating to or derived from property, securities or funds owned or controlled directly or indirectly by, and certain payments and transfers to, by the order of, by or on behalf of, for the benefit of or the credit of:

(i) proscribed governments (and their statutory authorities, agencies and entities) or persons associated with proscribed governments;

(ii) nationals of proscribed countries; and

(iii) proscribed organisations or persons associated with proscribed organisations,

are prohibited.

In addition to the above, other legislation and regulations in the Relevant Jurisdictions also restrict or prohibit payments, transactions and dealings with assets having a proscribed connection with certain countries or proscribed persons or entities subject to international sanctions associated with terrorism and assets derived from or generated by any such assets.

(g) Good faith: The laws of the Relevant Jurisdictions may require that parties act reasonably or in good faith in their dealings with each other, including in exercising rights, powers or discretions or forming opinions.

(h) No opinion: We express no opinion as to:

(i) the priority of any Lien created under the Relevant Documents;

(ii) the enforceability in each Relevant Jurisdiction of a Relevant Document and the covenants, obligations and conditions undertaken in that Relevant Document where they are invalid or unenforceable under any laws;

(iii) the validity, assignability or enforceability of any contract (including, without limitation, any lease or licence or interest in a lease or licence), debt or other property which may be subject to any Lien, other than to the extent expressly set out in relation to it in this opinion;

(iv) the effectiveness of any Lien;

(v) the extent to which a grantor of a Lien may be able to dispose of or otherwise deal in property subject to a Lien despite a provision to the contrary in a Relevant Document, or whether any such disposal or other dealing could be free of the Lien;

(vi) perfection of a Lien;

(vii) any Lien over any property (such as crown lands or mining or petroleum titles or other statutory rights or certain contractual rights) which cannot be subject to a Lien or which needs to be in a special form or have a particular authorisation, consent or registration not referred to in this opinion. No property of that kind has been drawn to our attention;

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(viii) any tax;

(ix) any provision of any Relevant Document that requires a person to do or not do something that is not clearly identified in the provision, or to comply with another document or agreement; or

(x) any formula or accounting or prudential standards, regulations, requirements or directives.

Only the Acting Persons have any knowledge in relation to the things dealt with in this opinion and we confirm that such persons have no reason to believe that the assumptions or qualifications contained in this opinion are incorrect. We are not liable if any partner, solicitor or other employee of this firm other than the Acting Persons has any knowledge (other than knowledge of the law of a Relevant Jurisdiction) which would render our assumptions or qualifications incorrect. We have not made any investigation as to whether any partner, solicitor or other employee of this firm other than the Acting Persons has any such knowledge.

No assumption or qualification in this opinion limits any other assumption or qualification in it.

This opinion is given on the basis that it will be construed in accordance with the law of New South Wales. Anyone relying on this opinion agrees that this opinion and all matters (including any liability) arising in any way from it are to be governed by the law of New South Wales and will be subject to the exclusive jurisdiction of the courts of New South Wales.

This opinion is provided to you for your sole benefit in connection with the Relevant Documents for purposes of filing the Registration Statement. It is not to be used or relied on by any other person or for any other purpose without our written consent, save that we hereby consent to the reference to our firm under the caption "Legal Matters" in the Registration Statement and to the use of this opinion letter as an exhibit to the Registration Statement. We are aware that each of the Lead Counsel will rely as to the opinions granted herein on this opinion in rendering their respective opinions to be filed with the Registration Statement and we consent to each Lead Counsel to so rely for such purpose only (without limiting any other provision of this opinion).

This opinion is confidential. It may not be disclosed to any person, quoted in any public document or otherwise referred to without our written consent, except that it may be disclosed on a no-reliance basis:

(a) as required by law or regulation;

(b) to any person who in the ordinary course has access to the papers and records of the addressee on the basis that such person make no further disclosure;

(c) where required in accordance with any actual or contemplated legal proceedings relating to a Relevant Document or this opinion; or

(d) to regulatory authorities to whose jurisdiction you may become subject or recognised stock exchanges, in each case to the extent required by those authorities or stock exchanges.

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Yours faithfully

Gilbert + Tobin

/s/ Dominic Emmett

Dominic Emmett Partner T +61 2 9263 4328 DEmmett@gtlaw.com.au Gail Christopher Partner T +61 2 9263 4766 GChristopher@gtlaw.com.au

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Schedule 1 – Relevant Documents

(a) an electronic copy of the Indenture;

(b) an electronic copy of the Collateral Agency Agreement;

(c) an electronic copy of the document entitled “Security Agreement” dated as of April 30, 2021 between, among others, the Company, the Relevant Parties and Wilmington Savings Fund Society, FSB (Security Agreement); and

(d) an electronic copy of the document entitled “General security deed” dated 30 April 2021 between, among others, Wilmington Savings Fund Society, FSB (in its capacity as First Lien Collateral Agent and security trustee) and each Relevant Party (General Security Deed).

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EX-5.12

Exhibit 5.12

 

Date: 3 March 2022

To

Valaris Limited

Clarendon House, 2 Church Street

Hamilton, Bermuda, HM 11

Re: Capacity and Enforceability Legal Opinion – Ensco Arabia Limited Company

Dear Sirs

1. Introduction

1.1 This opinion is furnished to you in connection with the provisions of a guarantee by Ensco Maritime Limited (the “Guarantor”) to pledge its shares in Ensco Arabia Limited Company (the “Company”) pursuant to the indenture entered into among Valaris Limited, an exempted company incorporated under the laws of Bermuda, each of the Guarantors named therein, and Wilmington Savings Fund Society, FSB (as “Trustee” and as “First Lien Collateral Agent”) dated 30 April 2021 (the “Indenture”).

1.2 We have acted as Saudi Arabian counsel to the Company in connection with the review of the Indenture and the Constitutional Documents of the Company as listed in Schedule attached hereto.

1.3 Save where a contrary intention is indicated, terms defined or to be construed in a particular manner when used in the Indenture shall have the same meanings and be construed in the same manner when used herein.

1.4 For purposes of rendering this opinion, we have examined the copies of the documents listed in the Schedule hereto which includes the constitutional documents (“Constitutional Documents”) and such laws, regulations, and decrees that we have considered appropriate to examine as a basis for the opinions hereinafter expressed.

1.5 In rendering our opinion hereinafter expressed, we have made the following assumptions:

(a) all documents submitted to us as originals are authentic and true, complete and up to date;

(b) all copies of documents submitted to us conform with the original documents from which they were made;

 

 

(c) all translations of documents submitted to us are accurate;

(d) all signatures are genuine;

(e) except as to matters that are expressly opined herein, all certifications are true and correct;

(f) none of the documents we have examined for the purposes of rendering this opinion have been modified since being dated, executed and delivered or have ceased to be in full force and effect;

(g) no resolution was passed, voluntary or otherwise, by a party or any competent authority for the dissolution or liquidation of a party and no liquidator or receiver or similar officer has been appointed in relation to a party;

(h) the certificates consents and permits provided by the parties and by public officials are correct in all respects and have been validly issued, are in good form and without any mala fide intent or fraud;

(i) the Constitutional Documents constitute true, correct and up to date versions of the such documents, which have not been amended, rescinded, replaced or superseded and continue in full force and effect, there are in existence no documents that would have bearing on this opinion in respect of the Company other than the Constitutional Documents and no circumstances have arisen and no law exists or has come into effect of which we are unaware whereby any of the Constitutional Documents have ceased to be in full force and effect;

(j) all facts stated in the agreements, documents, corporate resolutions and instruments upon which we relied are continue to be true and correct and no relevant matter was withheld from us, either deliberately or inadvertently;

1.6 This opinion relates only to the laws and regulations of the Kingdom of Saudi Arabia as of the date hereof.

2. Opinion

Based on the foregoing and subject to the reservations, qualifications and observations set out below, we are of the opinion that:

2.1 The Company is a limited liability company (sharika that massouliah mahdoudah) duly organized and validly existing under the laws and regulations of the Kingdom of Saudi Arabia and is a legal entity with separate legal personality capable of being sued in its own name.

 

 

2.2 The Indenture, the Security Agreement, Collateral Agency Agreement, Notes, any other document relates therewith (the “Agreements”), and the transactions contemplated thereunder constitute the legal, valid and binding obligations of the Parties and such obligations and the Agreements are enforceable under Saudi Arabian Law.

2.3 The execution, delivery and performance of the Agreements do not violate any existing published law or regulation.

2.4 No approval, authorisation, consent, adjudication or order of any public authority or government agency in the Kingdom of Saudi Arabia is required to be obtained by the Parties to authorise the execution, delivery and performance of the Indenture and Agreements.

2.5 Pursuant to the Constitutional Documents and the Shareholders’ Resolution, the Company has full power and authority to enter into the Agreements and to perform and observe its obligations under the Agreements.

2.6 All corporate and legal action and all corporate procedures, consents and other authorisations necessary to approve the Company’s entry into and execution of the Agreements and the transactions contemplated by the Company and to authorise the Authorised Signatory (as defined in the Shareholders’ Resolution) to execute and deliver the Agreements and to perform its obligations thereunder have been duly taken.

2.7 It is not necessary in order to ensure the legality, validity, admissibility in evidence in the courts of the Kingdom of Saudi Arabia of the Agreements to obtain the consent, authorisation, approval or acknowledgment of any person or governmental authority of the Kingdom of Saudi Arabia, or to pay any stamp, registration or similar tax.

2.8 The execution, delivery and performance by the Company of the Agreements does not violate any provision of the Constitutional Documents or any existing published law or regulation applicable to the Company.

2.9 The Company is subject to civil and commercial law, as well as Shari’ah law, in the Kingdom of Saudi Arabia with respect of its obligations under the Agreements.

2.10 Neither the Company nor any of its assets has any right of immunity in the Kingdom of Saudi Arabia from suit, set-off, execution, attachment prior to judgment, attachment in aid of execution or any other legal process with respect to Company’s obligations under the Agreements.

2.11 No stamp duty, stamp duty reserve tax or other similar documentary or registration tax or duty is payable in Saudi Arabia in connection with the execution, delivery and performance of the Agreements.

 

 

3. Reservations and Qualifications

The foregoing opinion is expressed subject to the following reservations, qualifications and observations:

3.1 Agreements for the payment of interest or of amounts in the nature of interest (howsoever described and whether or not involving a penal element), as well as indemnities with respect thereto and amounts in the nature of interest payable under hedging arrangements, are unenforceable under the laws and regulations of the Kingdom of Saudi Arabia. Furthermore, no damages may be awarded for delays in the payment of any amount. The unenforceability of any such obligation would not, however, cause other obligations not constituting or in the nature of interest to become likewise unenforceable.

Apart from such unenforceability, there are no civil or criminal penalties which attach to or result from the entering into of any agreement or instrument in which the payment of interest, or an indemnity with respect thereto or the payment of an amount in the nature of interest under hedging agreements and arrangements, is provided for. Also, in legal proceedings to enforce payments under credit arrangements (including indemnities and hedging agreements and arrangements), a court in the Kingdom of Saudi Arabia may order a deduction from the amounts claimed under such credit arrangements in an amount equal to all amounts previously paid to the claimant as or in the nature of interest.

3.2 The Saudi Arabian adjudicatory bodies have the discretion to deny or modify the enforcement of contractual or other obligations where in the opinion of such adjudicatory bodies’ enforcement would be inequitable under Shari'ah principles.

3.3 Previous decisions of the courts and judicial committees of the Kingdom of Saudi Arabia are considered not to establish a binding precedent for decisions of later cases. The decisions of the various courts and judicial committees of the Kingdom of Saudi Arabia and Royal Decrees, ministerial decisions and resolutions, departmental circulars and other pronouncements of official bodies of Saudi Arabia which have the force of law are not generally or consistently indexed and collected in a central place or made publicly available.

3.4 The courts and judicial committees of the Kingdom of Saudi Arabia may refuse to grant an award in respect of the costs of any litigation.

3.5 Under Islamic law, a right cannot be waived until that right has accrued. Therefore a waiver of future rights, such as a right to set off amounts owed at a future date, will not be effective until those rights have accrued. A failure to exercise a right may operate as a waiver thereof notwithstanding a contractual provision to the contrary.

 

 

3.6 A court judgment or arbitration award obtained outside the Kingdom of Saudi Arabia might be enforced in the Kingdom of Saudi Arabia by submitting such judgment or arbitration award to the Execution Judge, the judicial body in the Kingdom of Saudi Arabia empowered to enforce foreign judgments and arbitration awards, which may enforce all of such foreign judgment or arbitration awards or such part thereof as is not inconsistent with the laws and regulations of the Kingdom of Saudi Arabia. In considering a request to enforce a foreign judgment or arbitration award, the Execution Judge would ordinarily require the party seeking enforcement to demonstrate: (i) either that the Kingdom of Saudi Arabia and the country in which such foreign judgment or arbitration award was issued are parties to a bilateral or multilateral agreement for the reciprocal enforcement of judgments/arbitration awards or, in the absence of such agreement, that such country would recognize and enforce a Saudi Arabian judgment or arbitration award in the same manner as a domestic judgment or arbitration award; (ii) that the Saudi Arabian judgment/arbitration award debtor was accorded due process in the foreign proceeding, including due notice and the opportunity to appear in and defend such proceeding; (iii) that such foreign judgment or arbitration award is final in the country where it was issued; and (iv) that such foreign judgment or arbitration award contains nothing that contravenes the Shari'ah or public policy of The Kingdom of Saudi Arabia. In this respect, Singapore and the Kingdom of Saudi Arabia are contracting parties to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, New York, 10 June 1958 (the “NY Convention”). Under the NY Convention, the recognition and enforceability of arbitration awards is based on the principle of reciprocity, and courts of contracting parties to the NY Convention are required to give effect to private agreements to arbitrate and to recognise and enforce arbitration awards made or issued by the courts of other contracting parties to the NY Convention. As such, a Singapore arbitration award is recognisable and enforceable by the Execution Judge, the judicial body in the Kingdom of Saudi Arabia empowered to enforce foreign judgments and arbitration awards, under the NY Convention, provided that the Execution Judge does not find that the subject matter of the Singapore arbitration award is not capable of settlement by arbitration under Saudi Arabian law or that such enforcement would be contradictory to the public policy of the Kingdom of Saudi Arabia.

3.7 Under the laws and regulations of the Kingdom of Saudi Arabia an appointment (whether or not expressed to be irrevocable) of a third party as an attorney-in-fact, a proxy or an agent with authority to act on behalf of or in the name of the appointing entity or individual, such as the appointment of an agent for the service of process, is generally thought to be revocable unless the authority is coupled with an interest associated with the result of the exercise of the authority, although it may be the case that even where the authority is coupled with an interest the authority is revocable at will. Any action taken by the third party pursuant to such authority before the third party is notified of its revocation will, however, be effective.

 

 

3.8 A person acting as an agent will generally only be liable to his principal in respect of damage to or the destruction of goods or documentation held by him in his capacity as agent for such principal to the extent that it can be demonstrated such person was negligent or otherwise at fault. A person acting as an agent may only enter into an agreement on behalf of the principal to the extent the principal is permitted to enter into that agreement on its own account.

3.9 Nothing in this opinion should be taken as implying that a court or judicial committee in the Kingdom of Saudi Arabia would grant the remedy of specific performance or an injunction in any action. Injunctive relief is only available in certain limited circumstances.

3.10 Damages for lost profits, consequential damages or other speculative damages are generally not awarded by Saudi Arabian courts and judicial committees. Generally, only actual, direct and proven damages are so awarded

3.11 Saudi Arabian courts and judicial committees generally regard themselves as competent, consistent with general Shari’ah principles, to determine each particular case before them as they consider is necessary to achieve an equitable result in all the circumstances of that case.

3.12 Notwithstanding any statement included in this legal opinion to the contrary, we express no opinion as to the legality, validity, binding nature and enforceability of the rights and obligations of any party under any other documents.

3.13 It is general preference under Shari'ah as applied under Saudi Arabian law that contracts be witnessed by either two adult Muslim males of legal capacity or one adult Muslim male of legal capacity and two adult Muslim females of legal capacity.

3.14 In order to be admissible in evidence in a proceeding before a Saudi Arabian adjudicatory body, the documents must be submitted in Arabic language. An action before a Saudi Arabian adjudicatory body may be brought on a document or instrument executed in a language other than Arabic, provided that an Arabic translation thereof, certified by a translator duly licensed in the Kingdom of Saudi Arabia, is submitted together with the original document or instrument. In any such proceeding, the Arabic version thereof would be deemed by such Saudi Arabian adjudicatory body to be the operative version.

3.15 Other than in paragraphs 2.7 and 2.11 above, we express no opinion with respect to any matters of taxation arising from, or relating to, the Indenture and Agreements. This opinion letter is addressed to you solely for your benefit in connection with the Indenture.

 

 

3.16 This opinion letter may be disclosed for information purposes only by you (a) to your affiliates and to your and your affiliates' directors, officers, employees, legal and other professional advisers, regulators and auditors; (b) where required by law, order, rule (including the rules of any applicable stock exchange or any other applicable supervisory or regulatory authority having jurisdiction over you and your affiliates) or regulation or a court of competent jurisdiction; (c) in seeking to establish any defence in any legal or regulatory proceeding or investigation relating to the matters set out herein; or (d) in connection with any actual or potential dispute or claim to which you may be a party and which relates to the matters set out herein, in each case on the strict understanding that we assume no duty or liability whatsoever to any such recipient as a result of any such disclosure, and provided that it is understood by each such recipient that (i) it may not rely on this opinion letter by virtue of such disclosure, and (ii) it is not permitted to disclose or quote this opinion letter to any other person without our prior written consent (except where required by any law, order, rule (including the rules of any applicable stock exchange or any other applicable supervisory or regulatory authority), regulation, legal proceeding or a court of competent jurisdiction. Notwithstanding the foregoing, we hereby consent to your filing this opinion letter as an exhibit to the Registration Statement and the reference to our firm under the heading “Legal Matters”.

This opinion is delivered to you as of the date hereof and we disclaim and do not undertake any obligation to update this opinion. The obligations of the undersigned in respect of this opinion shall be governed exclusively by Saudi Arabian Law.

Yours faithfully

Suhaib Hammad - Partner

/s/ Suhaib Hammad

Hammad & Al-Mehdar Law Firm

 

 

The Schedule

For the purpose of this opinion, we have reviewed the following Constitutional Documents of Ensco Arabia Limited Company:

(a) Copy of the amended Articles of Associations stamped by the Ministry of Commerce (as shown being approved on 13/01/1442H corresponding to 01/09/2020); and

(b) Copy of extract of the Commercial Registration (no. 2051016287), obtained from the Ministry of Commerce, on 18/08/1442H corresponding to 01/04/2021.

(c) Copy of the resolutions of the shareholders of Ensco Arabia Limited, approving and authorizing, among other matters, the execution, delivery and performance by Ensco Arabia Limited of the Agreements to which it is a party and the terms and conditions thereof (the “Resolution”).

 

EX-5.13

Exhibit 5.13

 

Confidential To: — Valaris Limited Berumda, ENSCO Global GmbH, Ensco Intercontinental GmbH and ENSCO Worldwide GmbH	Homburger AG Prime Tower Hardstrasse 201 CH-8005 Zürich homburger.ch T +41 43 222 10 00
March 4, 2022
ENSCO Global GmbH, Ensco Intercontinental GmbH, ENSCO Worldwide GmbH | Registration Statement on Form S-3 | Legal Opinion of Swiss Counsel

Ladies and Gentlemen:

We, Homburger AG, have acted as special Swiss counsel to each of ENSCO Global GmbH, Ensco Intercontinental GmbH and ENSCO Worldwide GmbH (each a Swiss Security Provider and together the Swiss Security Providers), in connection with the Registration Statement on Form S-3 (the Registration Statement), filed with the U.S. Securities and Exchange Commission (the Commission) on March 7, 2022 under the Securities Act of 1933 (the Act), relating to the New York law governed senior secured first lien notes indenture (including certain guarantees of notes), dated as of April 30, 2021 (the Indenture), among Valaris Limited Bermuda (the Parent), the Swiss Security Providers in their capacity as Guarantors, and Wilmington Savings Fund Society, FSB as Trustee and as First Lien Collateral Agent. As such counsel, we have been requested to render an opinion as to certain legal matters relating to the Transaction Documents (as defined below).

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the relevant Document (as defined below).

I. Basis of Opinion

This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof. Such laws and the interpretation thereof are subject to change. In the absence of explicit statutory law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the matters stated herein and the Documents (as defined below), and is not to be read as extending, by implication or otherwise, to any agreement or other document referred to in any of the Documents or any other matter.

 

 

For purposes of this opinion, we have not conducted any due diligence or similar investigation as to (i) factual circumstances that are or may be referred to in the Documents or (ii) the assets subject to the Documents and we express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.

For purposes of this opinion, we have been instructed by and taken instructions only from Gibson, Dunn & Crutcher LLP, counsel to the Parent and the Swiss Security Providers. We have only reviewed the following documents (collectively, the Documents):

(i) an electronic copy of the executed Indenture;

(ii) an electronic copy of each of the executed:

— New York law governed collateral agency agreement between, among others, the Parent, the Swiss Security Providers and each other grantor from time to time party thereto, Wilmington Savings Fund Society, FSB, as First Lien Collateral Agent and Security Trustee for the Parity Lien Secured Parties (each as defined therein), dated as of April 30, 2021 (the Collateral Agency Agreement);

— New York law governed security agreement between, among others, the Parent as Grantor, the Swiss Security Providers and the other Grantors from time to time party thereto and Wilmington Savings Fund Society, FSB, as First Lien Collateral Agent for the Parity Lien Secured Parties (as defined in the Collateral Agency Agreement), dated as of April 30, 2021 (the Notes Security Agreement); and

— New York law governed vessel security agreement, between, among others, the Swiss Security Providers and the other Owners party thereto, Wilmington Savings Fund Society, FSB, as First Lien Collateral Agent, Security Trustee and Mortgagee (each as defined therein), dated as of April 30, 2021 (the Vessel Security Agreement);

(the Indenture, the Collateral Agency Agreement, the Notes Security Agreement, and the Vessel Security Agreement together the Transaction Documents);

(iii) an electronic copy of the Registration Statement, dated as of June 11, 2021:

(iv) a copy of the articles of association (Statuten) of each of:

— ENSCO Global GmbH in their version dated December 8, 2020, certified by the Commercial Register of the Canton of Zug on April 27, 2021;

— Ensco Intercontinental GmbH in their version dated December 8, 2020, certified by the Commercial Register of the Canton of Zug on April 27, 2021; and

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— ENSCO Worldwide GmbH in their version dated December 8, 2020, certified by the Commercial Register of the Canton of Zug on April 27, 2021

(collectively, the Articles);

(v) a certified excerpt from the Commercial Register of the Canton of Zug, for each Swiss Security Provider, each dated March 1, 2022 (collectively, the Excerpts);

(vi) an electronic copy of the executed written resolutions of the managing directors of each Swiss Security Provider, each dated April 30, 2021 (collectively, the Board Resolutions), and

(vii) an electronic copy of the executed written resolutions of the quotaholders of each Swiss Security Provider, each dated April 30, 2021 (collectively, the Quotaholders Resolutions).

No documents have been reviewed by us in connection with this opinion other than the Documents. Accordingly, we shall limit our opinion to the Documents and their legal implications under Swiss law.

In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. With respect to Documents governed by laws other than the laws of Switzerland, for purposes of this opinion we have relied on the plain meaning of the words and expressions contained therein without regard to any import they may have under the relevant governing law.

II. Assumptions

In rendering the opinions below, we have assumed the following:

(a) all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, fax and electronic copies) conform to the original;

(b) all documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, by the individuals purported to have executed or certified, as the case may be, such documents, and any electronic or facsimile signatures thereon have been produced and used in accordance with applicable internal rules and/or procedures and the individual to whom any such electronic or facsimile signature belongs has consented to the use of his or her signature for each such document on which it appears;

(c) except as expressly opined upon herein and to the extent relevant for purposes of this opinion, all information and confirmations contained in the Documents, and all material statements made to us in connection with the Documents, are true and accurate;

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(d) each Transaction Document is within the capacity and power of, has been duly authorized, executed and delivered by, and is binding on, all parties thereto, other than the Swiss Security Providers;

(e) the parties to each Transaction Document (other than each Swiss Security Provider) are duly incorporated or formed, as applicable, and organized and validly existing under the laws of their respective jurisdiction of incorporation or formation, as applicable;

(f) there are no provisions of the laws of any jurisdiction other than Switzerland that may affect the opinions expressed herein;

(g) the Excerpts are correct, complete and up-to-date, and the Articles are in full force and effect and have not been amended;

(h) the parties to each Transaction Document entered into such Transaction Document for bona fide commercial reasons and on arm's length terms, and none of the directors or officers of any such party has or had a conflict of interest with such party in respect of the Documents that would preclude such director or officer from validly representing (or granting a power of attorney in respect of the Documents for) such party;

(i) all representations and warranties and confirmations set forth in the Transaction Documents and the Registration Statement are and at all relevant times will be true and accurate;

(j) the voluntary case commenced prior to the date of execution of the Transaction Documents by the Swiss Security Providers, together with their ultimate parent company and affiliated companies, under Chapter 11 of Title 11 of the United States Code, or any successor thereto (the Chapter 11 Proceedings), does not limit, restrict or otherwise affect (A) the corporate power and authority of any Swiss Security Provider to enter into and perform its obligations under each Transaction Document or (B) the due authorization and execution of each Transaction Document by the relevant Swiss Security Provider;

(k) at the time of execution of each Transaction Document and the perfection of security interests granted thereunder, (i) each Swiss Security Provider is a going concern and no bankruptcy, composition, moratorium, restructuring or similar proceeding has commenced or is continuing with respect to, or approved by, such party, (ii) no Swiss Security Provider is over-indebted pursuant to article 820 and paragraph 2 of article 725 of the Swiss Code of Obligations (the CO), unable to pay its debts as and when they become due or otherwise is or becomes insolvent as a result of entering into any or all of the Transaction Document and Power of Attorney, and (iii) no administrator, receiver or similar insolvency official has been appointed in relation to any Swiss Security Provider or any of its assets or undertakings;

(l) the Board Resolutions and the Quotaholder Resolutions (i) have been duly resolved in meetings duly convened and otherwise in the manner set forth therein, (ii) have not been amended, and (iii) are in full force and effect; and

(m) the quotaholders of each Swiss Security Provider have notified such Swiss Security Provider of the identity of the beneficial owner(s) of the quotas in such Swiss Security Provider in accordance with article 790a in connection with articles 697i et seq. of the Swiss Code of Obligations.

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III. Opinion

Based on the foregoing and subject to the qualifications set out below, we are of the opinion that:

1. Each Swiss Security Provider is a limited liability company (Gesellschaft mit beschränkter Haftung) duly incorporated and validly existing under the laws of Switzerland with all requisite corporate power and authority to enter into and perform its obligations under each Transaction Document.

2. Each Transaction Document has been duly authorized and executed by each Swiss Security Provider.

3. The execution and delivery by each Swiss Security Provider of each Transaction Document, do not violate (a) any mandatory provisions of Swiss corporate law, or (b) any provision of its respective Articles.

IV. Qualifications

The above opinions are subject to the following qualifications:

(a) The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only and we express no opinion with respect to the applicability or the effect of the laws of any other jurisdiction to or on the matters covered herein.

(b) As a matter of Swiss corporate law, the authority of each Swiss Security Provider to grant, (i) any security, guarantee, joint and several liability, indemnity or other instrument of any Swiss Security Provider for, or with respect to, any obligation of the Parent, any Grantor or any Guarantor (hereinafter each an Obligor) (except for any Obligor that is a direct or indirect wholly-owned subsidiary of such Swiss Security Provider) or (ii) any other up-stream or cross-stream benefit granted by any Swiss Security Provider (including through subordination and by means of a waiver of set-off, subrogation or other rights) may be limited to the freely disposable equity capital of such Swiss Security Provider at the relevant time. Such freely disposable equity capital will be determined in accordance with Swiss law and Swiss accounting principles on the basis of a stand-alone audited balance sheet of such Swiss Security Provider. We note that (A) the freely disposable equity capital of such Swiss Security Provider may be reduced by (1) an amount corresponding to the value of such up-stream or cross-stream benefits, and (2) the aggregate amount of the intercompany loans, if any, granted by the Swiss Security Provider to any affiliates or related parties (other than its direct or indirect subsidiaries), and (3) other adjustments, and (B) further corporate actions (including board resolutions and unanimous quotaholders resolutions based on a stand-alone audited balance sheet of such Swiss Security Provider prepared in accordance with Swiss law and Swiss accounting principles) may need to be taken to effect the validity and enforceability of the security, guarantee, joint and several liability, indemnity or other instrument and/or to authorize the relevant payments, realizations or distributions thereunder.

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(c) We express no opinion on whether the voluntary case commenced by the Swiss Security Providers under the Chapter 11 Proceedings, the jurisdiction of the bankruptcy court over the Swiss Security Providers, the emergence from Swiss Security Providers from such Chapter 11 Proceedings and any of the representations, warranties, confirmations and obligations of the Swiss Security Providers in that respect, comply and are compliant with Swiss law.

(d) We express no opinion on the legality, validity or enforceability of any of the provisions of any Transaction Document or the performance of the obligations assumed by the Swiss Security Providers thereunder. Further, we express no opinion as to any commercial, financial, accounting, calculating, auditing, tax or other non-legal matter.

* * *

We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes in fact or in law that are made or brought to our attention hereafter.

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement and to the filing of this opinion as an Exhibit 5.13 to the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in the Act or the rules and regulations promulgated thereunder.

This opinion may be relied upon by you as well as Gibson, Dunn & Crutcher LLP (being U.S. counsel to the Parent) exclusively in connection with the Registration Statement and the Transaction Documents and solely for your own benefit. No other person may rely on this opinion for any purpose.

Without our prior written consent, this opinion may not (in full or in part) be copied, furnished or quoted to any other person except (i) your officers, employees, auditors, professional advisors and affiliates and the officers, employees, auditors and professional advisors of your affiliates, (ii) if required to be made by applicable law or court order or in connection with any actual or potential dispute or legal proceeding to which you are a party, or (iii) any regulatory or supervisory authority having jurisdiction over you, provided that, in the case of each of clauses (i) through (iii), (a) the opinion may only be disclosed in connection with the matters set forth herein, (b) such disclosure is not made for the purposes of reliance, and (c) such disclosure is for the purposes of information only on a strict understanding that we assume no duty or liability whatsoever to any such recipient as a result of such disclosure or otherwise, and further provided that, each of the recipients in clause (i) agrees to the restrictions on disclosure, as if it were an addressee itself. None of the contents of this opinion may be made public without our prior written consent.

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This opinion is governed by and shall be construed in accordance with the laws of Switzerland. We confirm our understanding that all disputes arising out of or in connection with this opinion shall be subject to the exclusive jurisdiction of the courts of the Canton of Zurich, Switzerland, venue being the City of Zurich.

Sincerely yours,

/s/ Homburger AG

Homburger AG

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EX-5.14

Exhibit 5.14

BARRISTERS & SOLICITORS
ISOLAS LLP Portland House Glacis Road, GX11 1AA, Gibraltar Tel +350 2000 1892 www.gibraltarlawyers.com

Our Ref: CCH/MA/MM/E150.1

Valaris Limited

Clarendon House, 2 Church Street

Hamilton, HM 11

Bermuda

(the “Addressee”)

4 March 2022

Dear Sirs,

1. INSTRUCTIONS

Pursuant to a letter of engagement dated 16 June 2020, we have acted as Gibraltar legal advisers to Ensco International Incorporated, of 5847 San Felipe, Suite 3300, Houston, 77057, Texas, United States (“ENSCO”), in connection with certain entities within ENSCO’s corporate group and their involvement with a US Chapter 11 restructuring.

We have been asked to give a legal opinion, insofar as it relates to matters of Gibraltar law, in connection with the filing of a Form S-3 to be made by Valaris Limited, an exempted company incorporated under the laws of Bermuda with registration number 56245 (the “Company”), and to be executed by the Guarantors (as defined below), in connection with the Company’s registration for resale under the Securities Act of 1933 of the United States of America, as amended (the “Securities Act”), of the Senior Secured Notes due 2028 (the “Notes”), pursuant to the Indenture (the “Indenture”) dated as of 30 April 2021 between, among others, the Company, the Guarantors and Wilmington Savings Fund Society, FSB, as trustee and first lien collateral agent, issued by the Company and the guarantees of the Notes by the Guarantors.

We have been informed by Gibson, Dunn & Crutcher LLP of 11 Main Street Suite 3000, Houston, TX 77002-6117 United States, acting as United States counsel to the Company and the Guarantors that the Notes and the Guarantee will be registered on a Registration Statement on Form S-3 (the “Registration Statement ”), filed by the Company and the Guarantors with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act.

We understand that Gibson, Dunn & Crutcher LLP, of 11 Main Street Suite 3000, Houston, Texas 77002-6117, United States, acting as United States counsel to the Company and the Guarantors, will deliver its opinion relating to the Notes to be delivered under the Registration Statement.

2. REQUEST FOR OPINION

This opinion is being delivered to the Addressee in connection with the Indenture (the “Opinion Document”).

ISOLAS LLP is a limited liability partnership registered in Gibraltar under number 00001 with its registered office at Suite 23, Portland House, Glacis Road, Gibraltar

The word “partner” is used to refer to a member of ISOLAS LLP, or an employee or consultant with equivalent standing and qualifications

3. DEFINITIONS & INTERPRETATION

3.1. Headings and sub-headings are used in this opinion for ease of reference only, and do not affect its interpretation.

3.2. References in this opinion to any law, statute or regulations are to such law, statute or regulations as amended or supplemented at the date hereof.

3.3. Save where the context otherwise requires, a reference in this opinion to a paragraph number shall be a reference to such numbered paragraph in this opinion.

3.4. Reference in this opinion to a “Guarantor” shall relate to each one of Great White Shark Limited, Green Turtle Limited, Marine Blue Limited, Ralph Coffman Limited, Rowan Drilling (Gibraltar) Limited, Rowan Drilling Services Limited, Rowan N-Class (Gibraltar) Limited, Rowan Norway Limited, Rowan Offshore (Gibraltar) Limited, and Rowan US Holdings (Gibraltar) Limited.

3.5. Any word not expressly defined in this opinion will bear the same definition given to it in the Opinion Document.

4. EXAMINATION & ENQUIRIES

4.1. For the purpose of issuing this opinion, we have solely examined and relied on copies of the following documents:-

(a) The Indenture (defined above);

(c) Certificate of Incorporation, Memorandum & Articles of Association for each of the Guarantors provided to us by Gibraltar International Trust Corporation, of Suite 1, Burns House, 19 Town Range, Gibraltar, GX11 1AA on 29 April 2021, for and on behalf of Trilex Limited, a director of each of the Guarantors.

4.2. In addition, we have:-

(a) Examined the public records of each Guarantor on file and available for inspection at the Companies Registry in Gibraltar on 30 April 2021 and 4 March 2022; and

(b) made Searches at the Supreme Court Registry of Gibraltar to ascertain whether there is any petition on file for the winding up or liquidation of any of the Guarantors on 30 April 2021 and 4 March 2022 in respect of each Guarantor.

4.3. We have also examined:-

(a) copies of Resolutions of the directors of each Guarantor dated 30 April 2021 in relation to the Opinion Document (the “Directors’ Resolutions”);

(b) copies of Resolutions of the members of each Guarantor dated 30 April 2021 in relation to various matters connected with the Opinion Document (the “Members’ Resolutions”);

(c) Certificates of Good Standing in respect of each Guarantor dated 30 April 2021 and 4 March 2022.

4.4. We have made no searches or enquiries concerning, and have examined no documents entered into by or affecting, any of the Guarantors or any other person, or any corporate records of the aforesaid, save for those searches, enquiries, documents or corporate records expressly specified in this opinion as having been made or examined.

5. ASSUMPTIONS

In our examination of the Opinion Document and in the examinations referred to in paragraph 4 above, and in delivering this opinion, we have assumed with your consent that:

Veracity and Bona Fides

5.1. The genuineness and authenticity of all signatures on all documents, the authenticity and completeness of all original documents and the conformity to original documents of all documents produced to us as photocopies or facsimile copies;

5.2. that where we have examined a document in draft or specimen form it has been executed in the form of the most recent draft or specimen submitted to us;

5.3. the lack of bad faith and absence of fraud, coercion, duress or undue influence on the part of any of the parties to the Opinion Document or their respective officers, directors, employees, agents and advisers (with the exception of ISOLAS LLP);

5.4. the truth, accuracy and completeness at all relevant times of each of the statements contained in all documents;

5.5. that the representations and warranties given by each of the parties in the Opinion Document (if any) are and will be when made or repeated or when deemed made or repeated, as the case may be, true and accurate in all respects and that such representations and warranties will remain at all relevant times true and accurate;

Corporate Power, Authorisation and Execution of Opinion Document

5.6. that the directors of each party to the Opinion Document, in authorising the execution of the Opinion Document and authorising the entry into of the transactions contemplated by the Opinion Document have exercised their powers in accordance with their duties under all applicable laws and regulations;

5.7. that the matters described in the Directors’ Resolutions were duly considered and noted as so described, that any opinion or belief of the directors referred to therein was reasonable, and that each of such Resolutions was duly adopted are in full force and effect at the date hereof and has not been revoked, superseded or amended;

5.8. that each of the parties to the Opinion Document (other than the Guarantors) is duly incorporated and organised, validly existing and, where relevant, in good standing under the laws of its jurisdiction of incorporation and of the jurisdiction of its principal place of business or equivalent;

5.9. that the execution, delivery and performance of the Opinion Document is within the capacity and powers of each of the parties thereto (other than the Guarantors);

5.10. that execution and delivery of the Opinion Document is duly and validly authorised by each of the parties thereto in accordance with all applicable laws and regulations (other than, in the case of the Guarantors, the laws and regulations of Gibraltar) and such authorisations have not been revoked or varied and that the Opinion Document has been duly and validly executed and delivered by each of the parties thereto in accordance with all applicable laws and regulations and relevant authorisations;

Solvency

5.11. that, in respect of the Guarantors:-

(a) no creditor to whom any Guarantor was indebted in a sum exceeding £750 has served a written demand on such Guarantor requiring such Guarantor to pay such sum which such Guarantor for three weeks thereafter neglected to pay or to secure or compound for it to the reasonable satisfaction of the creditor;

(b) no execution or other process issued on a judgment, decree or order of any court in favour of a creditor of any Guarantor remains unsatisfied in whole or in part;

(c) that no Guarantor is and has not become, as a consequence of entering into or doing any act or thing which the Opinion Document contemplates, permits or requires such Guarantor to do, unable to pay their debts as they fall due;

(d) the value of the assets of each Guarantor is (and will remain immediately after entry into the Opinion Document) no less than the value of its liabilities, taking into account its contingent and prospective liabilities and there is no reason for believing that this state of affairs will not continue;

(e) no application or petition for the making of a winding up order has been made or is presented in relation to any Guarantor;

(f) no receiver has been appointed in relation to any of the assets or undertakings of any Guarantor;

(g) no step has been taken with respect to the liquidation of any Guarantor;

(h) no meetings of the shareholders of any Guarantor have been called, nor have any resolutions been passed or been deemed to have been passed by the shareholders of any of the Guarantors, in order to wind up any Guarantor;

(i) the guaranteeing, indemnifying or securing, as appropriate of obligations under the Opinion Document, has not caused any borrowing, guaranteeing, indemnity, securing or other similar limit binding on the Guarantors to be breached or exceeded; and

(j) the execution of the Opinion Document by each Guarantor does not and will not violate or infringe any Court order or proceedings to which the Guarantors are or may have been subject to.

5.12. that in respect of the transactions contemplated by, referred to in, provided for or effected by the Opinion Document;

(a) each of the parties will enter into the same in good faith, for the purpose of carrying on its business;

(b) each of the parties will enter into the same on arm’s length commercial terms;

(c) each of the parties has reasonable grounds for believing that the same would benefit such party;

(d) the Guarantors will each derive commercial benefit from entering into the Opinion Document as applicable and participating in the transactions envisaged thereby; and

(e) the Guarantors have each derived sufficient consideration from entering into the Opinion Document.

Approvals & Consents

5.13. that all consents, exemptions, licenses, approvals or authorisations of any person required in relation to the transactions contemplated by the Opinion Document, the execution and delivery of the Opinion Document and the performance and observance of the terms thereof by the parties thereto (other than such consents, exemptions, licences, approvals or authorisations required under the laws and regulations of Gibraltar) have been obtained;

Cross Default

5.14. that none of the transactions contemplated by the Opinion Document infringes the terms of, or constituted a default under, any trust deed, debenture, agreement or other instrument or obligation to which the any of the parties thereto was a party or bound (other than the Memorandum and Articles of Association of the Guarantors) or by which any of their property, undertaking, assets or revenues are bound;

Searches of Public Registries

5.15. that the information disclosed in relation to each Guarantor by our searches referred to in subparagraphs 4.2.(a) and 4.2.(b) was then accurate and remains accurate at the date of this opinion;

5.16. that such searches did not fail to disclose any information which had been delivered for registration but did not appear from the information available at the time of our searches, and that all information and documents required by the laws and regulations of Gibraltar to be delivered for registration have been so delivered;

5.17. that the Guarantors remain in good standing as at the date of this opinion.

Changes to the Law

5.18. to the extent that any opinion is expressed in relation to any agreement or transaction under or in connection with the Opinion Document taking place, or any other matter occurring, after delivery of this opinion:-

(a) the law as at the date hereof remains unchanged and that the assumptions and qualifications as set out in this opinion continue to apply as at the relevant date; and

(b) the form of any such agreement or transaction is not different in any respect from those entered into on or before the date hereof and examined by us.

Opinion Document

5.19. that the terms of Opinion Document and the procedures set out therein are and will continue to be observed by each of the parties thereto and that all other terms and conditions of all consents, exemptions, licences, approvals and authorisations are observed and performed by the Guarantors at all times;

5.20 that the Opinion Document when duly executed and delivered by the parties thereto constitutes the legal, valid and binding obligations of each of the parties thereto enforceable in accordance with its terms in accordance with the laws by which they are expressed to be governed and in accordance with all other relevant laws and regulations (other than the laws and regulations of Gibraltar) and is enforceable in accordance with its terms under all relevant laws and regulations (other than the laws and regulations of Gibraltar);

5.21. that there are no provisions of the laws or regulations of any jurisdiction (other than the laws and regulations of Gibraltar) which would be contravened by the execution or delivery of Opinion Document or the effecting of the transactions contemplated thereby and that none of the opinion expressed hereunder will be affected by such laws and regulations (including public policy);

5.22. that the Opinion Document, to the extent that it is required to be filed, recorded or enrolled with any court, authority or agency under any applicable law or regulations (other than the laws and regulations of Gibraltar) will be so filed, recorded and enrolled and that any stamp, registration or other similar tax required to be paid in respect thereof in accordance with any applicable law or regulation (other than the laws and regulations of Gibraltar) has been so paid or shall be so paid within any applicable time limit;

Choice of Law

5.23 that the choice of law expressed as the governing law of the Opinion Document is a bona fide, legal, valid and binding selection which will be upheld, recognised and given effect to by the courts of all applicable jurisdictions other than the courts of Gibraltar;

Miscellaneous

5.24 The Notes will be issued and authenticated in accordance with the provisions of the Indenture;

5.25 No invitation has been or will be made by or on behalf of the Company or the Guarantors to the public in Gibraltar to subscribe for any of the Notes;

5.26 No monies paid to or for the account of any party under the Opinion Document or any property received or disposed of by any party to the Opinion Document in each case in connection with the Opinion Document or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act 2015 (as amended) or the Terrorism Act 2018 (as amended), respectively).

Other than our enquiries and examinations referred to in paragraph 4 of this opinion, we have not made any investigation with respect to the matters that are the subject of the assumptions set out in this paragraph 5 of this opinion.

6. OPINION

On the basis of and subject to the foregoing and subject to the qualifications set out below and subject to any factual matters, documents or events not disclosed to us and having regard to Gibraltar law in force at the date of this opinion, we are of the opinion that:

Corporate Existence, Powers, Authorisation, Execution And Validity

6.1 [Corporate Status] Each Guarantor is a company duly incorporated and validly existing under the laws of Gibraltar as at the date of this opinion;

6.2 [Power and authority] Each Guarantor had the requisite corporate capacity, power and authority to enter into, exercise its rights under and perform its obligations under the Opinion Document at the time of its entry into the same on 30 April 2021 as confirmed in our legal opinion dated 30 April 2021, and annexed hereto at Annex 1;

6.3 [Corporate resolutions] the execution and delivery of the Opinion Document was duly authorised by all necessary corporate action on the part of each Guarantor at the time of entry into the Opinion Document on 30 April 2021, as confirmed in our legal opinion dated 30 April 2021, and annexed hereto at Annex 1;

6.5 [Validity] the execution and delivery of the Opinion Document and the performance of the obligations of each Guarantor thereunder did not contravene any provision of the Memorandum and Articles of Association of any such Guarantor, as confirmed in our legal opinion dated 30 April 2021, and annexed hereto at Annex 1;

7. QUALIFICATIONS

This opinion is subject to the following qualifications:-

7.1. the searches of each Guarantor referred to in sub-paragraph 4.2(a) are not conclusively capable of revealing whether or not:-

(a) a winding up order has been made or resolution passed for the winding up of any such Guarantor; or

(b) an order has been made or a resolution passed appointing a liquidator in respect of any such Guarantor,

since notice of these matters might not be filed with the Registrar of Companies in Gibraltar immediately (or at all) and, when filed, might not be entered on the public records of the Company immediately;

7.2. the enquiries at the Supreme Court referred to in sub-paragraph 4.2(b) relate only to the issue whether a company is in liquidation or not. There is no formal procedure for determining whether a company has otherwise become insolvent as defined in the Insolvency Act 2011;

7.3. the choice of law expressed to govern the Opinion Document would not be recognised or upheld if the choice of law was not bona fide and legal or if there were reasons for avoiding the choice of law on the grounds of public policy. The choice of law would not be upheld, for example, if it was made with the intention of evading the law of the jurisdiction with which the transaction had its most substantial connection and which law in the absence of such choice would have invalidated the transaction or been inconsistent therewith;

General

7.16. save as expressly set out herein, we offer no opinion in relation to any representation or warranty made or given by any party in the Opinion Document;

7.17. we offer no opinion as to the title or interest of any Guarantor or any party to or in, or the existence of, any property or assets the subject of the Opinion Document;

7.18. we offer no opinion as to whether the acceptance, execution or performance of a Guarantor's obligations under the Opinion Document will result in a breach or infringement of any other agreements, deeds, or documents (other than the Memorandum and Articles of Association of each of the Guarantors) entered into or binding on any such Guarantor;

7.19. in order to maintain a Gibraltar company in good standing under the laws and regulations of Gibraltar, an annual return must be made, together with the payment of an annual fee, to the Registrar of Companies in Gibraltar within 30 days of the anniversary of the company’s incorporation or, if the company’s last return was made up to a different date, on the anniversary of that date, and following our review of the certificates of good standing that each Guarantor has delivered to us as outlined in paragraph 4 above, such requirement has been complied with, provided each Guarantor remains in good standing as of the date hereof;

7.20 The opinions expressed herein are confined to and given on the basis of the laws of Gibraltar as currently in force and applied by the courts of Gibraltar. We have made no investigation of, and express no opinions as to, matters under or involving the laws of any jurisdiction other than the laws of Gibraltar, whether in absolute terms or as compared to Gibraltar law;

7.21 As Gibraltar lawyers, we are not qualified or able to assess the true meaning and purported aims of the Opinion Document and the obligations of the parties thereto as applied under State of New York law or any other foreign law, and we have made no investigation of the meaning or purported aims of the Opinion Document as applied under State of New York law or any other foreign law. Thus, our review of the Opinion Document and any other documents subject to or expressed to be subject to any law other than Gibraltar law, has been limited to a review of the terms of these documents as they appear to us as Gibraltar lawyers with knowledge of Gibraltar law only;

7.22 No opinion is expressed or implied as to matters of fact.

7.23 The term “enforceable” as used in this opinion means that the obligations assumed by the Guarantors under the Opinion Document are of a type which the Gibraltar courts could enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

(a) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;

(b) enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy

(c) where obligations are to be performed in a jurisdiction outside Gibraltar, they may not be enforceable in Gibraltar to the extent that performance would be illegal under the laws of that jurisdiction; and

(d) some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences.

8. TERMS ON WHICH OUR OPINION IS GIVEN

Our liability to you under or in connection with our engagement shall be limited to that proportion of the total losses, damage, costs or expenses (after taking into account your contributory negligence, if any) determined having regard to the extent of our responsibility for them. If you are being advised by one of several professionals and a limitation of liability has been agreed by you in relation to one or more of them, you agree that the liability of ISOLAS LLP to you will be reduced to the extent of any contribution which ISOLAS LLP would otherwise have been entitled to recover from any other advisor but which we are unable to recover as a result of you having agreed a limitation of liability with that other advisor.

You agree with us (for our own benefit and for the benefit of any person who is or was a Partner of ISOLAS LLP, one of our associates or employees, or an employee or any of our subsidiary undertakings (each a “connected person”)) that ISOLAS LLP alone should be liable to you and that no connected person will be personally liable to you (whether in contract, tort (including negligence) or otherwise).

You agree that the maximum aggregate liability to you of ISOLAS LLP whether in contract, tort (including negligence) or otherwise shall not exceed the higher of:

(a) the minimum level of cover required from us; or

(b) the amount which would be recoverable by us under our professional indemnity insurance if your claim had been satisfied in full (less any amount that, through no fault of ours, we are unable to recover). Details of our professional indemnity insurance are available on written request.

Reliance

8.1 This opinion is solely for your benefit and solely for the purpose of the Opinion Document and may only be relied upon by the addressees to this opinion except that (i) this opinion may be delivered to, and relied upon, the Company, ENSCO and their respective successors and permitted assigns, as well as such authorities with which the Opinion Document are to be filed.

8.2 A copy of this opinion may be provided for the purpose of information only to:

(a) The Addressee’s professional advisers, auditors, regulators, insurers and re-insurers;

(b) any one or more of the Addressee’s affiliates (and directors, officers and employees thereof) and its professional advisers, auditors and regulators; and

(c) in response to applicable law, regulation, court order or pursuant to the rules or regulations of any applicable supervisory or regulatory body

since we understand that they may wish to know that an opinion has been given and to be made aware of its terms, but only on the basis that it will not be relied upon by any such person, no such person may provide a copy of this opinion to any other person and it will not be quoted or referred to in any public document or filed with anyone without our written consent.

8.3 Except as provided in paragraphs 8.1 and 8.2 above or where required by any relevant law or regulation or in connection with any legal proceedings in relation to the Opinion Document, this opinion is not to be transmitted to anyone nor is it to be relied upon by anyone or for any other purpose or quoted or referred to in any public document or filed with anyone without our written consent. We accept no responsibility or legal liability to any person other than the parties referred to in paragraph 8.1 above in relation to the contents of this opinion.

8.4 The courts of Gibraltar will have exclusive jurisdiction to settle any dispute between us (including claims for set-off and counterclaims) in relation to this letter. You and we irrevocably agree to submit to their exclusive jurisdiction and irrevocably waive any objection to any action or proceeding being brought in those courts or any claim that any such action or proceeding has been brought in an inconvenient forum.

Consent to referencing our firm on the Registration Statement

8.5 We hereby consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement as follows:

“Certain legal matters will be passed upon for us by […] Isolas LLP with respect to Gibraltar law, […]. Any underwriters, dealers or agents will be advised about other issues relating to any offering by their own legal counsel named in the applicable prospectus supplement”

8.6 We hereby consent and to the use of this opinion letter as an exhibit to the Registration Statement.

8.7 In giving these consents at paragraph 8.5 and 8.6, we do not admit that we are within the category of persons whose consent is required by section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations of the U.S. Securities and Exchange Commission thereunder, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in the Securities Act or the rules and regulations promulgated thereunder.

8.8 We are aware that Gibson, Dunn & Crutcher LLP will rely as to matters of Gibraltar law on this opinion in rendering its opinions to you to be filed with the Registration Statement and we authorise them to so rely.

Yours faithfully

/s/ ISOLAS LLP

ISOLAS LLP

ANNEX 1

[ISOLAS LLP Legal Opinion dated 30 April 2021]

	BARRISTERS & SOLICITORS
	ISOLAS LLP
	Portland House
	Glacis Road, GX11 1AA, Gibraltar
	Tel +350 2000 1892
	www.gibraltarlawyers.com

Our Ref: CCH/MA/MM/E150.1

To WILMINGTON SAVINGS FUND SOCIETY, FSB, 

acting in its capacity as DIP Agent 

(the “Addressee”)

30 April 2021

Dear Sirs,

1. INSTRUCTIONS

We have acted as Gibraltar legal advisers to the Companies (as defined below) in connection with:

(a) A Gibraltar law governed security agreement in favour of Wilmington Savings Fund Society, FSB, in its capacity as administrative agent and collateral agent on behalf of the Secured Parties (as such term is defined therein) (the “Security Agreement”);

(b) A New York law governed indenture made by and among (1) Valaris Limited, a Bermuda company, (2) the guarantors described therein, including the Company, and (3) Wilmington, as Trustee and as First Lien Collateral Agent (as such terms are defined therein) (the “Indenture”);

(c) A New York law governed, collateral agency agreement by and among (1) Valaris Limited, (2) the Company as a Grantor, and (3) Wilmington its capacities as Trustee, as Parity Lien Representative, as First Lien Collateral Agent and as Security Trustee (as such terms are defined therein) (the “Collateral Agency Agreement”);

(d) A New York law governed security agreement between, among others, the Company and Wilmington as First Lien Collateral Agent (the “U.S. Security Agreement”);

(e) A New York law governed subordination agreement by, among others, Valaris Limited and the Company and in favour of Wilmington, as First Lien Collateral Agent, and the Parity Lien Secured Parties (as defined therein) (the “Subordination Agreement”);

(f) A New York law governed global intercompany note, by and among Valaris Limited and all wholly owned subsidiaries (the “Global Intercompany Note”);

(g) An English law governed global deed of release, between among others, the Company and Wilmington (the “Global Deed of Release”);

(h) A Deposit Account and Sweep Investment Control Agreement made by and among (1) the companies listed on Schedule A therein, including the Company, (2) Wilmington, as agent and Secured Party (as defined therein) and (3) Wells Fargo Bank, National Association (the “DACA”), governed by and to be construed in accordance with the laws of the state in which the office of Wells Fargo Bank, National Association that maintains the Collateral Accounts (as defined therein) is located.

ISOLAS LLP is a limited liability partnership registered in Gibraltar under number 00001 with its registered office at Suite 23, Portland House, Glacis Road, Gibraltar 

The word “partner” is used to refer to a member of ISOLAS LLP, or an employee or consultant with equivalent standing and qualifications

 

(i) The following additional documentation to be entered into by the following entities (the “Vessel Companies”) as owners of the following vessels (the “Vessels”) appearing beside their name in the below table:

Company Name	Vessel Name(s)
Great White Shark Limited	Charles Rowan, Official Number 2871 Arch Rowan, Official Number 2872
Green Turtle Limited	Bob Palmer, Official Number 4773 Rowan Middletown, Official Number 2873 Bess Brants, Official Number 4529 Earnest Dees, Official Number 4962
Rowan Drilling (Gibraltar) Limited	Rowan EXL-I, Official Number 3727
Rowan N-Class (Gibraltar) Limited	Rowan Stavanger, Official Number 4154 Rowan Viking, Official Number 4075
Rowan Offshore (Gibraltar) Limited	Rowan Mississippi, Official Number 3147

a. A general power of attorney (the “Power of Attorney”) for the purposes of section 9 of the Powers of Attorney Act to be entered into by each Vessel Company, whereby each Vessel Company appoints certain individuals (as described therein) of Seward & Kissel LLP, of One Battery Park Plaza, New York, New York, 10004 USA, each acting singly, its true and lawful attorney-in-fact in connection with the granting by each Vessel Company of first preferred mortgages over their respective vessels (the “Vessel Mortgages”);

b. A New York law governed vessel security agreement made by and among the companies listed on Schedule 1 therein, including the Vessel Companies and Wilmington (the “Vessel Security Agreement”)

(j) A Gibraltar law governed share charge in favour of Wilmington Savings Fund Society, FSB, in its capacity as administrative agent and collateral agent on behalf of the Secured Parties (as such term is defined therein) by RDC Malta Limited as chargor in respect of the shares of Rowan N-Class (Gibraltar) Limited (the “RDC Malta Share Charge”); and

(k) A Gibraltar law governed share charge in favour of Wilmington Savings Fund Society, FSB, in its capacity as administrative agent and collateral agent on behalf of the Secured Parties (as such term is defined therein) by Rowan International Rig Holdings S.à.r.l as chargor in respect of the shares of Green Turtle Limited (the “Rowan International Share Charge”).

 

Hereinafter the documents at paragraphs 1(a) to 1(i) above are referred to as the “Transaction Documents” and the RDC Malta Share Charge and Rowan International Share Charge are referred to as the “Share Charges”.

2. REQUEST FOR OPINION

This opinion is being delivered to the Addressee in connection with the Transaction Documents and the Share Charges.

3. DEFINITIONS & INTERPRETATION

3.1. Headings and sub-headings are used in this opinion for ease of reference only, and do not affect its interpretation.

3.2. References in this opinion to any law, statute or regulations are to such law, statute or regulations as amended or supplemented at the date hereof.

3.3. Save where the context otherwise requires, a reference in this opinion to a paragraph number shall be a reference to such numbered paragraph in this opinion.

3.4. Reference in this opinion to a Company shall relate to each one of the following:

(i) Great White Shark Limited

(ii) Green Turtle Limited

(iii) Ralph Coffman Limited

(iv) Rowan Drilling (Gibraltar) Limited

(v) Rowan N-Class (Gibraltar) Limited

(vi) Rowan Norway Limited

(vii) Rowan Offshore (Gibraltar) Limited

(viii) Marine Blue Limited

(ix) Rowan Drilling Services Limited

(x) Rowan US Holdings (Gibraltar) Limited

3.5. Any word not expressly defined in this opinion will bear the same definition given to it in the Transaction Documents and/or the Share Charges.

4. EXAMINATION & ENQUIRIES

4.1. For the purpose of issuing this opinion we have examined the Transaction Documents and the Share Charges.

 

4.2. In addition, we have:-

(a) Examined the public records of each Company on file and available for inspection at the Companies Registry in Gibraltar on 30 April 2021; and

(b) made Searches at the Supreme Court Registry of Gibraltar to ascertain whether there is any petition on file for the winding up or liquidation of any of the Companies on 30 April 2021 in respect of each Company.

4.3. We have also examined:-

(a) copies of the Memorandum and Articles of each Company supplied to us by Trilex Services Limited on 29 April 2021;

(b) a director certificate of each Company dated 30 April 2021 relating to certain questions of fact in relation to the Company (the “Director Certificate”);

(c) copies of Resolutions of the directors of each Company dated 30 April 2021 in relation to the Transaction Documents and the Share Charges (the “Directors’ Resolutions”) each as referred to in the Directors’ Certificate;

(d) copies of Resolutions of the members of each Company dated 30 April 2021 in relation to various matters connected with the Transaction Documents and the Share Charges (the “Members’ Resolutions”);

(e) a copy of the Certificate of Incorporation of each Company supplied to us by Trilex Services Limited on 29 April 2021; and

(f) Certificates of Good Standing dated in respect of each Company dated as at the date of this opinion.

4.4. We have made no searches or enquiries concerning, and have examined no documents entered into by or affecting, any of the Companies or any other person, or any corporate records of the aforesaid, save for those searches, enquiries, documents or corporate records expressly specified in this opinion as having been made or examined.

4.5. We have taken no steps to investigate or verify and express no opinion on the accuracy of the statements made in the Directors’ Certificate.

5. ASSUMPTIONS

In our examination of the Transaction Documents and the Share Charges and in the examinations referred to in paragraphs 4.2, 4.3 and 4.4, above and in delivering this opinion, we have assumed with your consent:

 

Veracity And Bona Fides

5.1. The genuineness and authenticity of all signatures on all documents, the authenticity and completeness of all original documents and the conformity to original documents of all documents produced to us as photocopies or facsimile copies;

5.2. that where we have examined a document in draft or specimen form it has been executed in the form of the most recent draft or specimen submitted to us;

5.3. the lack of bad faith and absence of fraud, coercion, duress or undue influence on the part of any of the parties to the Transaction Documents and the Share Charges or their respective officers, directors, employees, agents and advisers (with the exception of ISOLAS LLP);

5.4. the truth, accuracy and completeness at all relevant times of each of the statements contained in the Directors’ Certificate;

5.5. that the representations and warranties given by each of the parties in the Transaction Documents and the Share Charges (if any) are and will be when made or repeated or when deemed made or repeated, as the case may be, true and accurate in all respects and that such representations and warranties were at all relevant times true and accurate;

Corporate Power, Authorisation And Execution of Transaction Documents

5.6. that the directors of each party to the Transaction Documents and the Share Charges, in authorising the execution of the Transaction Documents and the Share Charges and authorising the entry into of the transactions contemplated by the Transaction Documents and the Share Charges have exercised their powers in accordance with their duties under all applicable laws and regulations

5.7. that the matters described in the Directors’ Resolutions were duly considered and noted as so described, that any opinion or belief of the directors referred to therein was reasonable, and that each of such Resolutions was duly adopted are in full force and effect at the date hereof and has not been revoked, superseded or amended as confirmed by the Directors’ Certificate;

5.8. that each of the parties to the Transaction Documents and the Share Charges (other than the Companies) is duly incorporated and organised, validly existing and, where relevant, in good standing under the laws of its jurisdiction of incorporation and of the jurisdiction of its principal place of business or equivalent;

5.9. that the execution, delivery and performance of the Transaction Documents and the Share Charges is within the capacity and powers of each of the parties thereto (other than the Companies);

5.10. that execution and delivery of the Transaction Documents and the Share Charges has been duly and validly authorised by each of the parties thereto in accordance with all applicable laws and regulations (other than, in the case of the Companies and the laws and regulations of Gibraltar) and such authorisations have not been revoked or varied and that the Transaction Documents and the Share Charges has been duly and validly executed and delivered by each of the parties thereto in accordance with all applicable laws and regulations and relevant authorisations;

 

Solvency

5.11. that, on the completion of the transaction herein as envisaged in respect of the Companies:-

(a) no creditor to whom any Company is indebted in a sum exceeding £750 has served a written demand on such company requiring such company to pay such sum which such Company for three weeks thereafter neglected to pay or to secure or compound for it to the reasonable satisfaction of the creditor;

(b) no execution or other process issued on a judgment, decree or order of any court in favour of a creditor of any Company remains unsatisfied in whole or in part;

(c) that no Company is and will not become, as a consequence of entering into or doing any act or thing which the Transaction Documents or the Share Charges contemplates, permits or requires such company to do, unable to pay their debts as they fall due;

(d) the value of the assets of each Company is and will remain immediately after completion of the Transaction Documents and the Share Charges no less than the value of its liabilities, taking into account its contingent and prospective liabilities and there is no reason for believing that this state of affairs will not continue;

(e) no application or petition for the making of a winding up order has been made or presented in relation to any of the Companies;

(f) no receiver has been appointed in relation to any of the assets or undertakings of any Company;

(g) no step has been taken with respect to the liquidation of any Company;

(h) no meetings of the shareholders of any Company have been called, nor have any resolutions been passed or been deemed to have been passed by the shareholders of any of the Companies, in order to wind up any of the Companies;

(i) the guaranteeing, indemnifying or securing, as appropriate of obligations under the Transaction Documents or the Share Charges, will not cause any borrowing, guaranteeing, indemnity, securing or other similar limit binding on the Companies to be breached or exceeded;

(j) the execution of the Transaction Documents by each of the Companies does not and will not violate or infringe any Court order or proceedings to which the Companies are or may be subject to; and

 

(k) the execution of the Share Charges by any of the parties thereto does not and will not violate or infringe any Court order or proceedings to which such parties, the Companies are or may be subject to; and

(l) no petition for the winding-up of any Company has been presented at the Supreme Court of Gibraltar or in any other jurisdiction.

5.12. that, in respect of the transactions contemplated by, referred to in, provided for or effected by the Transaction Documents and the Share Charges;

(a) each of the parties entered into the same in good faith, for the purpose of carrying on its business;

(b) each of the parties entered into the same on arm’s length commercial terms;

(c) each of the parties had reasonable grounds for believing that the same would benefit such party;

(d) the Companies and each of the parties to the Transaction Documents and the Share Charges will each derive commercial benefit from entering into the Transaction Documents and the Share Charges as applicable and participating in the transactions envisaged thereby; and

(e) the Companies and each of the parties to the Share Charges have each derived sufficient consideration from entering into the Transaction Documents and the Share Charges as applicable.

Approvals & Consents

5.13. that all consents, exemptions, licenses, approvals or authorisations of any person required in relation to the transactions contemplated by the Transaction Documents and the Share Charges, the execution and delivery of the Transaction Documents and the Share Charges and the performance and observance of the terms thereof by the parties thereto (other than such consents, exemptions, licences, approvals or authorisations required under the laws and regulations of Gibraltar) have been obtained and are in full force and effect at the date of this opinion;

Cross Default

5.14. that none of the transactions contemplated by the Transaction Documents and the Share Charges will infringe the terms of, or constitute a default under, any trust deed, debenture, agreement or other instrument or obligation to which the any of the parties thereto is a party or bound (other than the Memorandum and Articles of Association of the Companies) or by which any of their property, undertaking, assets or revenues are bound;

 

Searches of Public Registries

5.15. that the information disclosed in relation to each Company by our searches referred to in subparagraphs 4.2.(a) and 4.2.(b) was then accurate and remains accurate at the date of this opinion, that such searches did not fail to disclose any information which had been delivered for registration but did not appear from the information available at the time of our searches;

Changes to the Law

5.16. to the extent that any opinion is expressed in relation to any agreement or transaction under or in connection with the Transaction Documents and the Share Charges taking place, or any other matter occurring, after the date hereof, that:-

(a) the law as at the date hereof remains unchanged and that the assumptions and qualifications as set out in this opinion continue to apply as at the relevant date;

(b) the form of any such agreement or transaction is not different in any respect from those entered into on or before the date hereof and examined by us; and

(c) if a Company is a party to the relevant agreement or transaction, the contents of the Directors’ Certificate remain true, accurate and complete as if given on the date on which any such agreement becomes effective or any such transaction is entered into;

Transaction Documents and the Share Charges

5.17. that the terms of the Transaction Documents and the Share Charges and the procedures set out therein are and will continue to be observed by each of the parties thereto and that all other terms and conditions of all consents, exemptions, licences, approvals and authorisations are observed and performed by the Companies at all times;

5.18 that the Transaction Documents and the Share Charges when duly executed and delivered by the parties thereto constitutes the legal, valid and binding obligations of each of the parties thereto enforceable in accordance with its terms in accordance with the laws by which they are expressed to be governed and in accordance with all other relevant laws and regulations (other than the laws and regulations of Gibraltar) and is enforceable in accordance with its terms under all relevant laws and regulations (other than the laws and regulations of Gibraltar);

5.19. that there are no provisions of the laws or regulations of any jurisdiction (other than the laws and regulations of Gibraltar) which would be contravened by the execution or delivery of the Transaction Documents and the Share Charges or the effecting of the transactions contemplated thereby and that none of the opinion expressed hereunder will be affected by such laws and regulations (including public policy);

5.20. that the Transaction Documents and the Share Charges, to the extent that it is required to be filed, recorded or enrolled with any court, authority or agency under any applicable law or regulations (other than the laws and regulations of Gibraltar) has been so filed, recorded and enrolled and that any stamp, registration or other similar tax required to be paid in respect thereof in accordance with any applicable law or regulation (other than the laws and regulations of Gibraltar) has been so paid or shall be so paid within any applicable time limit;

 

5.21. that none of the Companies or any of the parties to the Share Charges have mortgaged, assigned, charged, pledged, sold or otherwise created or permitted to arise any form of security interest, lien or other third party interest over any of the collateral in respect of any security which may be granted pursuant to the Transaction Documents or the Share Charges ;

5.22 that each of the Companies remain in good standing as at today’s date;

5.23 that the results of the searches carried out on 30 April 2021 as set out in paragraph 4.2 above remain the same as at today’s date;

Choice of Law

5.24 that the choice of law expressed as the governing law of the Transaction Documents and the Share Charges is a bona fide, legal, valid and binding selection which will be upheld, recognised and given effect to by the courts of all applicable jurisdictions other than the courts of Gibraltar.

Other than our enquiries and examinations referred to in paragraph 4.2 and 4.3, we have not made any investigation with respect to the matters that are the subject of the assumptions set out in this paragraph 5 of this opinion.

6. OPINION

On the basis of and subject to the foregoing and subject to the qualifications set out below and subject to any factual matters, documents or events not disclosed to us and having regard to Gibraltar law in force at the date of this opinion, we are of the opinion that:

Corporate Existence, Powers, Authorisation, Execution And Validity

6.1. Each Company is a company duly incorporated, in good standing and validly existing under the laws of Gibraltar;

6.2. Each Company has the requisite corporate capacity, power and authority to enter into, exercise its rights under and perform its obligations under the Transaction Documents;

Solvency

6.3. the searches made in relation to each Company as referred to in sub-paragraph 4.2 (a) and (b) revealed:

(a) no order or resolution for the winding up of any Company; and

(b) no notice of appointment of a liquidator in respect of any Company;

 

Documents

6.4. the execution and delivery of the Transaction Documents has been duly authorised by all necessary corporate action on the part of each Company;

6.5. the execution and delivery of the Transaction Documents and the performance of the obligations of each Company thereunder will not contravene any provision of the Memorandum and Articles of Association of any such Company;

Approval & Consents

6.6. no consents, licences, approvals or authorisations of any governmental, judicial or other public authority or agency in Gibraltar are required by law or regulation of Gibraltar in connection with the execution, delivery, performance, validity or enforceability of the Transaction Documents;

6.7. no filing or registration of any of the Transaction Documents is necessary under Gibraltar law in order to ensure the legality, validity, enforceability or admissibility in evidence of any of the Transaction Documents in Gibraltar other than in relation to the Transaction Documents which must be registered as a charge against each Company within 30 days of the execution of the same;

6.8. there are no registration, stamp or other duties or fees required to be paid on or in relation to the Transaction Documents, save in respect of the payment of court fees in the event of litigation before the courts of Gibraltar;

No adverse consequences/qualification to do business

6.9. it is not necessary under the laws of Gibraltar that the Addressee should be licenced, qualified or otherwise entitled to carry on business in Gibraltar, either (i) in order to enable the Addressee to enforce their rights under the Transaction Documents or (ii) by reason of the execution of the Transaction Documents or the performance by each party of their obligations thereunder;

6.10. the Addressee is not and will not be deemed to be resident, domiciled or carrying on business in Gibraltar, and will not breach any law or regulations in force in Gibraltar or become liable to tax in Gibraltar, by reason only of the execution and performance of the Transaction Documents; and

Chapter 11 Proceedings

6.11. We have been informed by KIRKLAND & ELLIS LLP of 601 Lexington Avenue, New York, NY 10022 acting in their capacity as US counsel for the Companies, that the Companies are subject to chapter 11 bankruptcy proceedings in the United States of America. We do not know and do not express any opinion on the effect on each Company of the said chapter 11 proceedings on their ability to transact business or whether the said proceedings render the Companies insolvent as a matter of Gibraltar law. For the purposes of this opinion we have assumed that each of the Companies are solvent and we have assumed that the said Chapter 11 proceedings do not impact on the Companies in any way. Should the said chapter 11 proceedings impact on the solvency of the Companies or their ability to conduct businesses the transactions contemplated by the Transaction Documents or any related documents and/or the security purportedly created by the Transaction Documents are liable to be held voidable transactions under the Insolvency Act 2011 and be set aside.

 

Share Charges

6.12 the Share Charges create valid security interests under Gibraltar law, in accordance with their respective terms.

7. QUALIFICATIONS

This opinion is subject to the following qualifications:-

7.1. the searches of each Company referred to in sub-paragraph 4.2(a) is not conclusively capable of revealing whether or not:-

(a) a winding up order has been made or resolution passed for the winding up of any such Company; or

(b) an order has been made or a resolution passed appointing a liquidator in respect of any such Company,

since notice of these matters might not be filed with the Registrar of Companies in Gibraltar immediately (or at all) and, when filed, might not be entered on the public records of the Company immediately;

7.2. the enquiries at the Supreme Court referred to in sub-paragraph 4.2(b) relate only to the issue whether a Company is in liquidation or not. There is no formal procedure for determining whether a company has otherwise become insolvent as defined in the Insolvency Act 2011;

7.3. the choice of law expressed to govern the Transaction Documents and the Share Charges would not be recognised or upheld if the choice of law was not bona fide and legal or if there were reasons for avoiding the choice of law on the grounds of public policy. The choice of law would not be upheld, for example, if it was made with the intention of evading the law of the jurisdiction with which the transaction had its most substantial connection and which law in the absence of such choice would have invalidated the transaction or been inconsistent therewith;

7.4. a Gibraltar court may decline to accept jurisdiction in an action where it determines that a court of competent jurisdiction has already made a determination of the relevant matter or where there is litigation pending in respect thereof in another jurisdiction or it may stay proceedings if concurrent proceedings are instituted elsewhere;

 

7.5. a Gibraltar court has power to stay an action or decline to accept jurisdiction where it is shown that there is some other forum, having competent jurisdiction, which is more appropriate for the trial of the action, that is, a forum in which the case can be tried more suitably for the interests of all the parties and the ends of justice, and where staying the action is not inconsistent with the Rules of the Supreme Court;

7.6. the Supreme Court of Gibraltar can give judgments in currencies other than sterling if, subject to the terms of the contract, it is the currency that most fairly expresses the Claimant’s loss;

7.7. under the rules of procedure applicable, a Gibraltar court may in its discretion order a claimant in an action, being a party who is not ordinarily resident in Gibraltar, to provide security for costs;

7.8. a determination, designation, calculation or certificate of any part to any of the Transaction Documents and the Share Charges as to any matter provided for therein might, in certain circumstances, be held by the Gibraltar court not to be final, conclusive and binding (if, for example, it could be shown to have been reached on an unreasonable or arbitrary basis or not to have been reached in good faith) notwithstanding the provisions of the Transaction Documents and the Share Charges;

7.9. any provision of the Transaction Documents and the Share Charges providing for the payment of moneys consequent on the breach of any provision thereof by any person expressed to be a party thereto, whether to be expressed by way of penalty, additional interest, liquidated damages or otherwise, would be unenforceable in Gibraltar if such provision were held to constitute a penalty and not a genuine and reasonable pre-estimate of the loss likely to be suffered as a result of the breach in question;

7.10. the effectiveness of any provision of the Transaction Documents and the Share Charges releasing or exculpating any party from, or limiting or excluding, a liability or duty otherwise owed may be limited by law, and confidentiality obligations may be overridden by the requirements of legal process or other applicable laws or regulations;

7.11. in some circumstances, a Gibraltar court may not give effect to a provision in the Transaction Documents and/or the Share Charges which attempts to make one or more provisions of that Transaction Documents and/or Share Charge severable from other provisions therein in particular if to do so would not accord with public policy or would involve the court in making a new contract for the parties;

7.12. the Supreme Court of Gibraltar may refuse to give effect to any provisions of an agreement or undertaking (i) for the payment or reimbursement of, or indemnity against, the costs and expenses of enforcement (actual or contemplated) or of unsuccessful litigation brought before a Gibraltar or foreign court or where the court has itself made an order for costs or (ii) which would involve the enforcement of foregoing revenue or penal or other public laws or (iii) which would be inconsistent with the ordinary public policy of Gibraltar law;

 

7.13. the opinion expressed in paragraph 6 are subject to the doctrine expressed in the English case of Russell v Northern Bank Development Corp Limited and others [1992] 1 WLR 588 (which would be persuasive authority in the courts of Gibraltar) that a provision of a contract restricting the exercise of a statutory power to, for example, alter a company’s Memorandum and Articles of Association, or increase its share capital, is of no effect;

7.14. under Gibraltar law, the enforcement of the obligations of each Company under the Transaction Documents may be limited by general principles of equity and public policy and applicable bankruptcy, insolvency, administration, reorganisation, moratorium or receivership and other laws relating to the enforcement of creditors’ rights generally.

Fraudulent Preference

7.15. under section 249 of the Insolvency Act 2011 any conveyance, mortgage, delivery of goods, payment, execution or other acts relating to the property of a Company which would, if made or done by or against an individual be deemed in his bankruptcy a fraudulent preference, shall, if made or done by or against any such Company be deemed, in the event of it being wound up a fraudulent preference of its creditors, invalid accordingly;

General

7.16. save as expressly set out herein, we offer no opinion in relation to any representation or warranty made or given by any party in the Transaction Documents or the Share Charges;

7.17. we offer no opinion as to the title or interest of any Company or any party to or in, or the existence of, any property or assets the subject of the Transaction Documents or the Share Charges;

7.18. we offer no opinion as to whether the acceptance, execution or performance of a Company's obligations under the Transaction Documents will result in a breach or infringement of any other agreements, deeds, or documents (other than the Memorandum and Articles of Association of the Company) entered into or binding on any such Company;

7.19. in order to maintain a Gibraltar company in good standing under the laws and regulations of Gibraltar, an annual return must be made, together with the payment of an annual fee, to the Registrar of Companies in Gibraltar within 30 days of the anniversary of the company’s incorporation or, if the company’s last return was made up to a different date, on the anniversary of that date, and following our review of the certificates of good standing that each Company has delivered to us as outlined in paragraph 4.3(f) above, such requirement has been complied with;

7.20. there is in Gibraltar a Register of Charges that is open to public inspection and in addition all Gibraltar companies are obliged by law to file accounts annually in the form provided by statute; and

7.21. under the Financial Services (Moneylending) Act of Gibraltar (the “Moneylending Act”) any loan that bears interest in excess of the rate of 25% per annum is presumed under the terms of that Act to be excessive and therefore the transaction deemed to be harsh and unconscionable but the terms of the Moneylending Act do not apply to any person bona fide carrying on the business of banking or insurance, accordingly, subject to the provisions of that Act, there are no usurious or interest limitation laws applicable in Gibraltar.

 

8. TERMS ON WHICH OUR OPINION IS GIVEN

Our liability to you under or in connection with our engagement shall be limited to that proportion of the total losses, damage, costs or expenses (after taking into account your contributory negligence, if any) determined having regard to the extent of our responsibility for them. If you are being advised by one of several professionals and a limitation of liability has been agreed by you in relation to one or more of them, you agree that the liability of ISOLAS LLP to you will be reduced to the extent of any contribution which ISOLAS LLP would otherwise have been entitled to recover from any other advisor but which we are unable to recover as a result of you having agreed a limitation of liability with that other advisor.

You agree with us (for our own benefit and for the benefit of any person who is or was a Partner of ISOLAS LLP, one of our associates or employees, or an employee or any of our subsidiary undertakings (each a “connected person”)) that ISOLAS LLP alone should be liable to you and that no connected person will be personally liable to you (whether in contract, tort (including negligence) or otherwise).

You agree that the maximum aggregate liability to you of ISOLAS LLP whether in contract, tort (including negligence) or otherwise shall not exceed the higher of:

(a) the minimum level of cover required from us; or

(b) the amount which would be recoverable by us under our professional indemnity insurance if your claim had been satisfied in full (less any amount that, through no fault of ours, we are unable to recover). Details of our professional indemnity insurance are available on written request.

Reliance

8.1 This opinion is solely for your and the DIP Lenders’ benefit benefit and solely for the purpose of the Transaction Documents and may only be relied upon by the addressees to this opinion except that (i) this opinion may be delivered to, and relied upon, your (and the DIP Lenders) respective successors and permitted assigns under the Transaction Documents.

8.2 A copy of this opinion may be provided for the purpose of information only to:

(a) your (and the DIP Lenders’) professional advisers, auditors, regulators, insurers and re-insurers;

(b) any one or more of your affiliates (and directors, officers and employees thereof) and their professional advisers, auditors and regulators; and

(c) in response to applicable law, regulation, court order or pursuant to the rules or regulations of any applicable supervisory or regulatory body

 

since we understand that they may wish to know that an opinion has been given and to be made aware of its terms, but only on the basis that it will not be relied upon by any such person, no such person may provide a copy of this opinion to any other person and it will not be quoted or referred to in any public document or filed with anyone without our written consent.

8.3 Except as provided in paragraphs 8.1 and 8.2 above or where required by any relevant law or regulation or in connection with any legal proceedings in relation to the Transaction Documents, this opinion is not to be transmitted to anyone nor is it to be relied upon by anyone or for any other purpose or quoted or referred to in any public document or filed with anyone without our written consent. We accept no responsibility or legal liability to any person other than the parties referred to in paragraph 8.1 above in relation to the contents of this opinion.

8.4 The courts of Gibraltar will have exclusive jurisdiction to settle any dispute between us (including claims for set-off and counterclaims) in relation to this letter. You and we irrevocably agree to submit to their exclusive jurisdiction and irrevocably waive any objection to any action or proceeding being brought in those courts or any claim that any such action or proceeding has been brought in an inconvenient forum.

Yours faithfully

/s/ ISOLAS LLP

ISOLAS LLP

EX-5.15

Exhibit 5.15

 

Our ref   JSQ/774516-000008/69586798v5

Valaris Limited

Clarendon House, 2 Church

Street, Hamilton HM 11

Bermuda

4 March 2022

Alpha Achiever Company, Alpha Admiral Company, Alpha Archer Company, Alpha Aurora Company, Alpha Offshore Drilling Services Company, Alpha Orca Company, Alpha South Pacific Holding Company, Atwood Oceanics Pacific Limited, Atwood Offshore Worldwide Limited, ENSCO (Barbados) Limited., ENSCO Associates Company, ENSCO Capital Limited, ENSCO Development Limited, Ensco Drilling I Ltd., Ensco Endeavors Limited, Ensco Global II Ltd., ENSCO Global Limited, Ensco Holdings I Ltd., ENSCO Limited, Ensco Ocean 2 Company, ENSCO Oceanics International Company, ENSCO Offshore International Company, ENSCO Offshore International Holdings Limited, ENSCO Overseas Limited, Ensco Transnational I Ltd., Ensco Transnational III Ltd., Ensco Universal Holdings I Ltd., Ensco Universal Holdings II Ltd., Ensco Vistas Limited, Pacific Offshore Labor Company, Ralph Coffman Cayman Limited, RCI International, Inc., RDC Arabia Drilling, Inc., RoCal Cayman Limited, ROWAN 240C#3, INC. and Rowan Drilling (Trinidad) Limited

We have acted as counsel as to Cayman Islands law to Alpha Achiever Company, Alpha Admiral Company, Alpha Archer Company, Alpha Aurora Company, Alpha Offshore Drilling Services Company, Alpha Orca Company, Alpha South Pacific Holding Company, Atwood Oceanics Pacific Limited, Atwood Offshore Worldwide Limited, ENSCO (Barbados) Limited., ENSCO Associates Company, ENSCO Capital Limited, ENSCO Development Limited, Ensco Drilling I Ltd., Ensco Endeavors Limited, Ensco Global II Ltd., ENSCO Global Limited, Ensco Holdings I Ltd., ENSCO Limited, Ensco Ocean 2 Company, ENSCO Oceanics International Company, ENSCO Offshore International Company, ENSCO Offshore International Holdings Limited, ENSCO Overseas Limited, Ensco Transnational I Ltd., Ensco Transnational III Ltd., Ensco Universal Holdings I Ltd., Ensco Universal Holdings II Ltd., Ensco Vistas Limited, Pacific Offshore Labor Company, Ralph Coffman Cayman Limited, RCI International, Inc., RDC Arabia Drilling, Inc., RoCal Cayman Limited, ROWAN 240C#3, INC. and Rowan Drilling (Trinidad) Limited (together, the "Guarantors" and each, a "Guarantor") in connection with the offer and resale by certain securityholders of $560,758,443 Senior Secured First Lien Notes due 2028 (the "Notes"), including the Notes issued by Valaris Limited, a Bermuda exempted company (the "Issuer") on 30 April 2021 (the “Initial Notes”) and additional Notes that may be issued if interest on the Notes is paid-in-kind through maturity (the “PIK Notes”), pursuant to the Indenture (as amended and supplemented from time to time, the "Indenture") dated as of 30 April 2021 between the Issuer, the Guarantors and Wilmington Savings Fund Society, FSB, as trustee and first lien collateral agent (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of 6 July 2021 between the Issuer, Alpha South Pacific Holding Company and the Trustee (the "Supplemental Indenture" and, together with the Indenture, the "Transaction Documents").

 

Under the Transaction Documents, the Guarantors guarantee, in general terms, the principal of, premium, if any, interest on and all other payment obligations of the Issuer due under the Transaction Documents and the Notes (the “Guarantee”). The Notes and the Guarantee were registered on a Registration Statement on Form S-1, including all amendments or supplements thereto (the “Registration Statement”), filed by the Issuer and the Guarantors with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

We understand that Gibson, Dunn & Crutcher LLP, United States counsel to the Issuer and the Guarantors, and Conyers Dill & Pearman Limited, Bermudan counsel to the Issuer, will each deliver an opinion relating to the Notes to be resold under the Registration Statement.

1 Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1 The certificate of incorporation and certificate of incorporation on change of name (as applicable) of each Guarantor listed in Part One of the First Schedule.

1.2 The Memoranda and Articles (as defined in the First Schedule) of each Guarantor listed in Part Two of the First Schedule.

1.3 The written resolutions of the board of directors of each Guarantor (other than Alpha South Pacific Holding Company) dated 30 April 2021 and, in the case of Alpha South Pacific Holding Company, the written resolutions of the board of directors of Alpha South Pacific Holding Company dated 7 July 2021 (together, the "Guarantor Resolutions") and the Register of Directors and Officers, the Register of Members and the Register of Mortgages and Charges of each Guarantor.

1.4 A certificate of good standing with respect to each Guarantor issued by the Registrar of Companies dated 28 February 2022 (the "Certificates of Good Standing").

1.5 Certificates from a director of each Guarantor, copies of which are attached to this opinion letter (the "Director's Certificates").

1.6 The Registration Statement.

1.7 The Transaction Documents.

1.8 The form of Notes.

2

2 Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificates and the Certificates of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1 The Transaction Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Guarantors, the laws of the Cayman Islands).

2.2 The Transaction Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the "Relevant Law") and all other relevant laws (other than, with respect to the Guarantors, the laws of the Cayman Islands).

2.3 The choice of the Relevant Law as the governing law of the Transaction Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court thereof (the "Relevant Jurisdiction") and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).

2.4 The Transaction Documents have been duly executed, dated and unconditionally delivered by all parties thereto.

2.5 Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

2.6 All signatures, initials and seals are genuine.

2.7 The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Guarantors, as applicable, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Transaction Documents.

2.8 There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Guarantors prohibiting or restricting them from entering into and performing their obligations under the Transaction Documents to which they are a party.

2.9 No monies paid to or for the account of any party under the Transaction Documents or any property received or disposed of by any party to the Transaction Documents in each case in connection with the Transaction Documents or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively).

2.10 There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.

3 Opinions

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 Each Guarantor has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

3

3.2 Each Guarantor has all requisite power and authority under its Memorandum and Articles to enter into, execute and perform their obligations under the Transaction Documents to which it is a party, including the Guarantee.

3.3 The execution, delivery and performance of the Transaction Documents to which the relevant Guarantor is a party, including the Guarantee, have been authorised by and on behalf of the Guarantors and, assuming the Transaction Documents to which the relevant Guarantor is a party have been executed and unconditionally delivered by any Authorized Person (as defined in the relevant Guarantor Resolutions) of the Guarantors, the Transaction Documents to which the relevant Guarantor is a party, including the Guarantee, have been duly executed and delivered on behalf of the Guarantors and constitute the legal, valid and binding obligations of the Guarantors enforceable in accordance with their terms.

4 Qualifications

The opinions expressed above are subject to the following qualifications:

4.1 The obligations assumed by each Guarantor under the Transaction Documents to which it is a party will not necessarily be enforceable in all circumstances in accordance with their terms. In particular:

(a) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to protecting or affecting the rights of creditors and/or contributories;

(b) enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

(c) where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and

(d) some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences.

4.2 To maintain each Guarantor in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

This opinion letter is given as of the date shown. We hereby consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement and to the use of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

We are aware that Gibson, Dunn & Crutcher LLP and Conyers Dill & Pearman Limited will rely as to matters of Cayman Islands law on this opinion in rendering their opinions to you to be filed with the Registration Statement and we authorise them to so rely.

4

Yours faithfully

/s/ Maples and Calder (Cayman) LLP

Maples and Calder (Cayman) LLP

5

First Schedule

Part One

The Certificates of Incorporation

1 The certificate of incorporation dated 16 June 2010 and the certificate of incorporation on change of name dated 4 November 2011 of Alpha Achiever Company.

2 The certificate of incorporation dated 25 September 2012 of Alpha Admiral Company.

3 The certificate of incorporation dated 14 June 2013 of Alpha Archer Company.

4 The certificate of incorporation dated 3 December 2008 of Alpha Aurora Company.

5 The certificate of incorporation dated 13 February 1996 and the certificate of incorporation on change of name dated 21 January 2005 of Alpha Offshore Drilling Services Company.

6 The certificate of incorporation dated 8 February 2011 of Alpha Orca Company.

7 The certificate of incorporation dated 8 February 2011 of Alpha South Pacific Holding Company.

8 The certificate of incorporation dated 13 January 1981 and the certificate of incorporation on change of name dated 5 February 1981 of Atwood Oceanics Pacific Limited.

9 The certificate of incorporation dated 31 January 2011 of Atwood Offshore Worldwide Limited.

10 The certificate of incorporation dated 20 March 2003 and the certificate of incorporation on change of name dated 3 April 2003 of ENSCO (Barbados) Limited.

11 The certificate of incorporation dated 30 October 2009 of ENSCO Associates Company.

12 The certificate of incorporation dated 27 May 2010 of ENSCO Capital Limited.

13 The certificate of incorporation dated 24 November 2010 of ENSCO Development Limited.

14 The certificate of incorporation dated 12 June 2017 of Ensco Drilling I Ltd.

15 The certificate of incorporation dated 21 April 2011 of Ensco Endeavors Limited.

16 The certificate of incorporation dated 9 August 2016 of Ensco Global II Ltd.

17 The certificate of incorporation dated 5 October 2009 of ENSCO Global Limited.

18 The certificate of incorporation dated 25 September 2017 of Ensco Holdings I Ltd.

19 The certificate of incorporation dated 27 January 1982, the certificate of incorporation on change of name dated 4 October 1982, the certificate of incorporation on change of name dated 22 February 1988 and the certificate of incorporation on change of name dated 1 August 1989 of ENSCO Limited.

20 The certificate of incorporation dated 8 June 2017 of Ensco Ocean 2 Company.

21 The certificate of incorporation dated 18 December 2001 of ENSCO Oceanics International Company.

22 The certificate of incorporation dated 18 June 1997 of ENSCO Offshore International Company.

23 The certificate of incorporation dated 17 March 2010 of ENSCO Offshore International Holdings Limited.

24 The certificate of incorporation dated 24 March 2010 of ENSCO Overseas Limited.

25 The certificate of incorporation dated 8 June 2017 of Ensco Transnational I Ltd.

26 The certificate of incorporation dated 8 June 2017 of Ensco Transnational III Ltd.

27 The certificate of incorporation dated 10 May 2016 of Ensco Universal Holdings I Ltd.

28 The certificate of incorporation dated 11 May 2016 of Ensco Universal Holdings II Ltd.

29 The certificate of incorporation dated 27 May 2011 of Ensco Vistas Limited.

30 The certificate of incorporation dated 24 September 2009 of Pacific Offshore Labor Company.

31 The certificate of incorporation dated 17 April 2008 and the certificate of incorporation on change of name dated 15 May 2014 of Ralph Coffman Cayman Limited.

32 The certificate of incorporation dated 15 July 2008 of RCI International, Inc.

33 The certificate of registration by way of continuation dated 2 May 2011 of RDC Arabia Drilling, Inc.

34 The certificate of incorporation dated 15 July 2008 and the certificate of incorporation on change of name dated 23 February 2015 of RoCal Cayman Limited.

35 The certificate of incorporation dated 7 April 2008 of ROWAN 240C#3, INC.

36 The certificate of incorporation dated 17 April 2008 and the certificate of incorporation on change of name dated 26 May 2010 of Rowan Drilling (Trinidad) Limited.

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Part Two

The Memoranda and Articles of Association

1 The amended and restated memorandum of association of Alpha Achiever Company as adopted on 28 March 2016 (the "Alpha Achiever Memorandum") and the amended and restated articles of association of Alpha Achiever Company as adopted on 28 March 2016 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the Alpha Achiever Memorandum, the "Alpha Achiever Memorandum and Articles").

2 The amended and restated memorandum of association of Alpha Admiral Company as adopted on 8 October 2012 (the "Alpha Admiral Memorandum") and the amended and restated articles of association of Alpha Admiral Company as adopted on 8 October 2012 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the Alpha Admiral Memorandum, the "Alpha Admiral Memorandum and Articles").

3 The memorandum of association of Alpha Archer Company as registered on 14 June 2013 (the "Alpha Archer Memorandum") and the articles of association of Alpha Archer Company as registered on 14 June 2013 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the Alpha Archer Memorandum, the "Alpha Archer Memorandum and Articles").

4 The amended and restated memorandum of association of Alpha Aurora Company as adopted on 6 May 2011 (the "Alpha Aurora Memorandum") and the amended and restated articles of association of Alpha Aurora Company as adopted on 6 May 2011 as amended by special resolutions dated 30 April 2021 (together with the Alpha Aurora Memorandum, the "Alpha Aurora Memorandum and Articles").

5 The amended and restated memorandum of association of Alpha Offshore Drilling Services Company as adopted on 25 April 2012 (the "AODSC Memorandum") and the amended and restated articles of association of Alpha Offshore Drilling Services Company as adopted on 25 April 2012 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the AODSC Memorandum, the "AODSC Memorandum and Articles").

6 The amended and restated memorandum of association of Alpha Orca Company as adopted on 28 March 2016 (the "Alpha Orca Memorandum") and the amended and restated articles of association of Alpha Orca Company as adopted on 28 March 2016 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the Alpha Orca Memorandum, the "Alpha Orca Memorandum and Articles").

7 The memorandum and articles of association of Alpha South Pacific Holding Company as registered on 8 February 2011 (the "ASPHC Memorandum and Articles").

8 The amended and restated memorandum of association of Atwood Oceanics Pacific Limited as adopted on 31 December 2014 (the "AOPL Memorandum") and the amended and restated articles of association of Atwood Oceanics Pacific Limited as adopted on 31 December 2014 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the AOPL Memorandum, the "AOPL Memorandum and Articles").

3 

9 The amended and restated memorandum of association of Atwood Offshore Worldwide Limited as adopted on 30 October 2017 (the "AOWL Memorandum") and the amended and restated articles of association of Atwood Offshore Worldwide Limited as adopted on 30 October 2017 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the AOWL Memorandum, the "AOWL Memorandum and Articles").

10 The memorandum of association of ENSCO (Barbados) Limited. as registered on 20 March 2003 (the "EBL Memorandum") and the articles of association of ENSCO (Barbados) Limited. as registered on 20 March 2003 as amended by special resolutions dated 30 April 2021 (together with the EBL Memorandum, the "EBL Memorandum and Articles").

11 The memorandum of association of ENSCO Associates Company as registered on 30 October 2009 (the "EAC Memorandum") and the articles of association of ENSCO Associates Company as registered on 30 October 2009 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the EAC Memorandum, the "EAC Memorandum and Articles").

12 The memorandum of association of ENSCO Capital Limited as registered on 27 May 2010 (the "ECL Memorandum") and the articles of association of ENSCO Capital Limited `as registered on 27 May 2010 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the ECL Memorandum, the "ECL Memorandum and Articles").

13 The memorandum and articles of association of ENSCO Development Limited as registered on 24 November 2010 (the "EDL Memorandum and Articles").

14 The memorandum of association of Ensco Drilling I Ltd. as registered on 12 June 2017 (the "EDIL Memorandum") the articles of association of Ensco Drilling I Ltd. as registered on 12 June 2017 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the EDIL Memorandum, the "EDIL Memorandum and Articles").

15 The amended and restated memorandum of association of Ensco Endeavors Limited as adopted on 10 December 2012 (the "EEL Memorandum") and the amended and restated articles of association of Ensco Endeavors Limited as adopted on 10 December 2012 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the EEL Memorandum, the "EEL Memorandum and Articles").

16 The memorandum of association of Ensco Global II Ltd. as registered on 9 August 2016 (the "EGL II Memorandum") and the articles of association of Ensco Global II Ltd. as registered on 9 August 2016 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the EGL II Memorandum, the "EGL II Memorandum and Articles").

17 The memorandum of association of ENSCO Global Limited as registered on 5 October 2009 (the "EGL Memorandum") and the amended and restated articles of association of ENSCO Global Limited as adopted on 21 November 2011 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the EGL Memorandum, the "EGL Memorandum and Articles").

18 The memorandum of association of Ensco Holdings I Ltd. as registered on 25 September 2017 (the "EHIL Memorandum") and the articles of association of Ensco Holdings I Ltd. as registered on 25 September 2017 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the EHIL Memorandum, the "EHIL Memorandum and Articles").

4 

19 The memorandum of association of ENSCO Limited as registered of 27 January 1982 (the "EL Memorandum") and the articles of association of ENSCO Limited as registered on 27 January 1982 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the EL Memorandum, the "EL Memorandum and Articles").

20 The memorandum of association of Ensco Ocean 2 Company as registered on 8 June 2017 (the "EO2C Memorandum") and the articles of association of Ensco Ocean 2 Company as registered on 8 June 2017 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the EO2C Memorandum, the "EO2C Memorandum and Articles").

21 The memorandum of association of ENSCO Oceanics International Company as registered on 18 December 2001 (the "ENSCO Oceanics Memorandum") and the articles of association of ENSCO Oceanics International Company as registered on 18 December 2001 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the ENSCO Oceanics Memorandum, the "ENSCO Oceanics Memorandum and Articles").

22 The memorandum of association of ENSCO Offshore International Company as registered on 18 June 1997 (the "EOIC Memorandum") and the articles of association of ENSCO Offshore International Company as registered on 18 June 1997 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the EOIC Memorandum, the "EOIC Memorandum and Articles").

23 The amended and restated memorandum of association of ENSCO Offshore International Holdings Limited as adopted on 13 January 2015 (the "EOIHL Memorandum") and the amended and restated articles of association of ENSCO Offshore International Holdings Limited as adopted on 13 January 2015 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the EOIHL Memorandum, the "EOIHL Memorandum and Articles").

24 The memorandum of association of ENSCO Overseas Limited as registered on 24 March 2010 (the "EOL Memorandum") and the articles of association of ENSCO Overseas Limited as registered on 24 March 2010 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the EOL Memorandum, the "EOL Memorandum and Articles").

25 The memorandum of association of Ensco Transnational I Ltd. as registered on 8 June 2017 (the "ET I Memorandum") and the articles of association of Ensco Transnational I Ltd. as registered on 8 June 2017 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the ET I Memorandum, the "ET I Memorandum and Articles").

26 The memorandum of association of Ensco Transnational III Ltd. as registered on 8 June 2017 (the "ET III Memorandum") and the articles of association of Ensco Transnational III Ltd. as registered on 8 June 2017 as amended by special resolutions dated 30 April 2021 (together with the ET III Memorandum, the "ET III Memorandum and Articles").

27 The amended and restated memorandum of association of Ensco Universal Holdings I Ltd. as adopted on 17 May 2016 (the "EUH I Memorandum") and the amended and restated articles of association of Ensco Universal Holdings I Ltd. as adopted on 17 May 2016 as amended by special resolutions dated 30 April 2021 (together with the EUH I Memorandum, the "EUH I Memorandum and Articles").

5 

28 The amended and restated memorandum of association of Ensco Universal Holdings II Ltd. as adopted on 19 May 2016 (the "EUH II Memorandum") and the amended and restated articles of association of Ensco Universal Holdings II Ltd. as adopted on 19 May 2016 as amended by special resolutions dated 30 April 2021 (together with the EUH II Memorandum, the "EUH II Memorandum and Articles").

29 The memorandum of association of Ensco Vistas Limited as registered on 27 May 2011 (the "EVL Memorandum") and the articles of association of Ensco Vistas Limited as registered on 27 May 2011 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the EVL Memorandum, the "EVL Memorandum and Articles").

30 The memorandum and articles of association of Pacific Offshore Labor Company as registered on 24 September 2009 (the "POLC Memorandum and Articles").

31 The amended and restated memorandum of association of Ralph Coffman Cayman Limited as adopted on 7 May 2014 (the "Ralph Coffman Memorandum") and the amended and restated articles of association of Ralph Coffman Cayman Limited as adopted on 7 May 2014 as amended by special resolution dated 30 April 2021 (together with the Ralph Coffman Memorandum, the "Ralph Coffman Memorandum and Articles").

32 The memorandum and articles of association of RCI International, Inc. as registered on 15 July 2008 (the "RCI Memorandum and Articles").

33 The memorandum of association of RDC Arabia Drilling, Inc. as registered on 2 May 2011 (the "RDC Memorandum ") and the articles of association of RDC Arabia Drilling, Inc. as registered on 2 May 2011 as amended by special resolutions dated 30 April 2021 (together with the RDC Memorandum, the "RDC Memorandum and Articles").

34 The amended and restated memorandum of association of RoCal Cayman Limited as adopted on 24 September 2020 (the "RoCal Memorandum") and the amended and restated articles of association of RoCal Cayman Limited as adopted on 24 September 2020 (together with the RoCal Memorandum, the "RoCal Memorandum and Articles").

35 The memorandum of association of ROWAN 240C#3, INC. as registered on 7 April 2008 (the "ROWAN Memorandum") and the articles of association of ROWAN 240C#3, INC. as registered on 7 April 2008 as amended by special resolutions dated 30 April 2021 (together with ROWAN Memorandum, the "ROWAN Memorandum and Articles").

36 The amended and restated memorandum of association of Rowan Drilling (Trinidad) Limited as adopted on 25 May 2010 (the "RDTL Memorandum") and the amended and restated articles of association of Rowan Drilling (Trinidad) Limited as adopted on 25 May 2010 as amended by special resolutions dated 15 January 2021 and 30 April 2021 (together with the RDTL Memorandum, the "RDTL Memorandum and Articles").

The documents referred to in paragraphs 1 to 36 in Part Two of the First Schedule are referred to as the "Memoranda and Articles" and, each, the "Memorandum and Articles".

6 

Alpha Achiever Company

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:	Maples and Calder (Cayman) LLP
	PO Box 309, Ugland House
	Grand Cayman
	KY1-1104
	Cayman Islands

Alpha Achiever Company (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The Alpha Achiever Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the Alpha Achiever Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Nicolas Jaciuk

Kevin Klein

Jamie Nelson

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the certificate of incorporation on change of name, the Alpha Achiever Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

8 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

9 

Alpha Admiral Company

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Alpha Admiral Company (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The Alpha Admiral Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the Alpha Admiral Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Nicolas Jaciuk

Kevin Klein

Jamie Nelson

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the Alpha Admiral Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

10 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

11 

Signature: /s/ Nicolas Jaciuk

Name: Nicolas Jaciuk

Title: Director

[Signature page to Director's Certificate for Maples Legal Opinion]

12 

Alpha Archer Company

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Alpha Archer Company (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The Alpha Archer Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the Alpha Archer Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Nicolas Jaciuk

Kevin Klein

Jamie Nelson

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the Alpha Archer Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

13 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

14 

Signature: /s/ Nicolas Jaciuk

Name: Nicolas Jaciuk

Title: Director

[Signature page to Director's Certificate for Maples Legal Opinion]

15 

Alpha Aurora Company

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Alpha Aurora Company (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The Alpha Aurora Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the Alpha Aurora Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Kevin Klein

Nicolas Jaciuk

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the Alpha Aurora Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

16 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

17 

Signature: /s/ Nicolas Jaciuk

Name: Nicolas Jaciuk

Title: Director

[Signature page to Director's Certificate for Maples Legal Opinion]

18 

Alpha Offshore Drilling Services Company

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Alpha Offshore Drilling Services Company (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The AODSC Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the AODSC Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Abhay Muddanna Shetty

Jacques-Henri Philippe Eychenne

Nicolas Jaciuk

6 You have been provided with complete and accurate copies of the certificate of incorporation, certificate of incorporation on change of name, the AODSC Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

19 

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

20 

Signature: /s/ Nicolas Jaciuk

Name: Nicolas Jaciuk

Title: Director

[Signature page to Director's Certificate for Maples Legal Opinion]

21 

Alpha Orca Company

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Alpha Orca Company (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The Alpha Orca Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the Alpha Orca Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Nicolas Jaciuk

Kevin Klein

Jamie Nelson

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the Alpha Orca Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

22 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

23 

Signature: /s/ Nicolas Jaciuk

Name: Nicolas Jaciuk

Title: Director

24 

Alpha South Pacific Holding Company

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

To: Maples and Calder (Cayman) LLP 4 March 2022

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Alpha South Pacific Holding Company (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The ASPHC Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the ASPHC Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Supplemental Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Nicolas Jaciuk

Colleen Grable

Christian Ochoa

6 You have been provided with complete and accurate copies of the certificate of incorporation, the ASPHC Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

25 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

26 

Signature: /s/ Nicolas Jaciuk

Name: Nicolas Jaciuk

Title: Director

[Signature page to Director's Certificate for Maples Legal Opinion]

27 

Atwood Oceanics Pacific Limited

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Atwood Oceanics Pacific Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The AOPL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the AOPL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Nicolas Jaciuk

Abhay M. Shetty

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, certificate of incorporation on change of name, AOPL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

28 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

29 

Signature: /s/ Nicolas Jaciuk

Name: Nicolas Jaciuk

Title: Director

[Signature page to Director's Certificate for Maples Legal Opinion]

30 

Atwood Offshore Worldwide Limited

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Atwood Offshore Worldwide Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The AOWL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the AOWL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholders of the Company (the "Shareholders") have not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Abhay Muddanna Shetty

Jacques-Henri Philippe Eychenne

Nicolas Jaciuk

6 You have been provided with complete and accurate copies of the certificate of incorporation, the AOWL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

31 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

32 

Signature: /s/ Nicolas Jaciuk

Name: Nicolas Jaciuk

Title: Director

[Signature page to Director's Certificate for Maples Legal Opinion]

33 

ENSCO (Barbados) Limited.

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

ENSCO (Barbados) Limited. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EBL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EBL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Abhay M. Shetty

Nicolas Jaciuk

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, certificate of incorporation on change of name, the EBL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

34 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

35 

Signature: /s/ Nicolas Jaciuk

Name: Nicolas Jaciuk

Title: Director

[Signature page to Director's Certificate for Maples Legal Opinion]

36 

ENSCO Associates Company

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:	Maples and Calder (Cayman) LLP
	PO Box 309, Ugland House
	Grand Cayman
	KY1-1104
	Cayman Islands

ENSCO Associates Company (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EAC Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EAC Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Kristin Larsen

Jamie Nelson

David A. Armour

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EAC Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

37 

Signature:	/s/ David A. Armour
Name:	David A. Armour
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

38 

ENSCO Capital Limited

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:	Maples and Calder (Cayman) LLP
	PO Box 309, Ugland House
	Grand Cayman
	KY1-1104
	Cayman Islands

ENSCO Capital Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The ECL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the ECL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

John Winton

Peter Wilson

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the ECL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

39 

Signature:	/s/ Peter Wilson
Name:	Peter Wilson
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

40 

ENSCO Development Limited

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:	Maples and Calder (Cayman) LLP
	PO Box 309, Ugland House
	Grand Cayman
	KY1-1104
	Cayman Islands

ENSCO Development Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EDL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EDL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholders of the Company (the "Shareholders") have not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Nicolas Jaciuk

Abhay M. Shetty

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EDL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

41 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

42 

Ensco Drilling I Ltd.

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:	Maples and Calder (Cayman) LLP
	PO Box 309, Ugland House
	Grand Cayman
	KY1-1104
	Cayman Islands

Ensco Drilling I Ltd. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EDIL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EDIL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Nicolas Jaciuk

Kevin Klein

Jonathan Paul Cross

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EDIL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

43 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

44 

Ensco Endeavors Limited

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:	Maples and Calder (Cayman) LLP
	PO Box 309, Ugland House
	Grand Cayman
	KY1-1104
	Cayman Islands

Ensco Endeavors Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EEL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EEL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Stephen Mooney

John Winton

Peter Wilson

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EEL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

45 

Signature:	/s/ Peter Wilson
Name:	Peter Wilson
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

46 

Ensco Global II Ltd.

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:	Maples and Calder (Cayman) LLP
	PO Box 309, Ugland House
	Grand Cayman
	KY1-1104
	Cayman Islands

Ensco Global II Ltd. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EGL II Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EGL II Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Colleen Grable

Nicolas Jaciuk

Kevin Klein

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EGL II Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

47 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

48 

ENSCO Global Limited

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

ENSCO Global Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EGL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EGL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

John Winton

Peter Wilson

Gilles Luca

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EGL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

49 

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

50 

Signature:	/s/ Peter Wilson
Name:	Peter Wilson
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

51 

Ensco Holdings I Ltd.

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Ensco Holdings I Ltd. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EHIL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EHIL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Christian J. Ochoa

Stephen Mooney

Nicolas Jaciuk

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EHIL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

52 

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

53 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

54 

ENSCO Limited

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

ENSCO Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Nicolas Jaciuk

Abhay M. Shetty

Jacques-Henri Eychenne

Jamie Nelson

6 You have been provided with complete and accurate copies of the certificate of incorporation, the certificates of incorporation on change of name, the EL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

55 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

56 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

57 

Ensco Ocean 2 Company

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Ensco Ocean 2 Company (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EO2C Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EO2C Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Nicolas Jaciuk

Kevin Klein

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EO2C Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

58 

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

59 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

60 

ENSCO Oceanics International Company

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

ENSCO Oceanics International Company (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The ENSCO Oceanics Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the ENSCO Oceanics Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company were as follows:

Abhay M. Shetty

Nicolas Jaciuk

Stephen Mooney

Jacques-Henri Philippe Eychenne

61 

6 The directors of the Company at the date of this certificate are as follows:

Abhay M. Shetty

Nicolas Jaciuk

Stephen Mooney

Jacques-Henri Philippe Eychenne

Christian Ochoa

7 You have been provided with complete and accurate copies of the certificate of incorporation, the ENSCO Oceanics Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

8 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

9 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

62 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

63 

ENSCO Offshore International Company

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

ENSCO Offshore International Company (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EOIC Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EOIC Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Kevin Klein

Nicolas Jaciuk

Jamie Nelson

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EOIC Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

64 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

65 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

66 

ENSCO Offshore International Holdings Limited

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

ENSCO Offshore International Holdings Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EOIHL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EOIHL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Jonathan Cross

Peter Wilson

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EOIHL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

67 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

68 

Signature:	/s/ Peter Wilson
Name:	Peter Wilson
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

69 

ENSCO Overseas Limited

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:           Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

ENSCO Overseas Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EOL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EOL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Kevin Klein

Nicolas Jaciuk

Jamie Nelson

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EOL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

70 

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

71 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

72 

Ensco Transnational I Ltd.

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:           Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Ensco Transnational I Ltd. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The ET I Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the ET I Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Kevin Klein

Nicolas Jaciuk

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the ET I Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

73 

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

74 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

75 

Ensco Transnational III Ltd.

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:           Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Ensco Transnational III Ltd. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The ET III Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the ET III Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Kevin Klein

Nicolas Jaciuk

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the ET III Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

76 

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

77 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

78 

Ensco Universal Holdings I Ltd.

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:           Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Ensco Universal Holdings I Ltd. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EUH I Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EUH I Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Jonathan Cross

Stephen Mooney

Peter Wilson

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EUH I Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

79 

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

80 

Signature:	/s/ Peter Wilson
Name:	Peter Wilson
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

81 

Ensco Universal Holdings II Ltd.

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:           Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Ensco Universal Holdings II Ltd. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EUH II Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EUH II Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Colleen Grable

John Winton

Gilles Luca

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EUH II Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

82 

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

83 

Signature:	/s/ Colleen Grable
Name:	Colleen Grable
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

84 

Ensco Vistas Limited

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:           Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Ensco Vistas Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The EVL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the EVL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Nicolas Jaciuk

Jacques-Henri Eychenne

Jamie Nelson

David A. Armour

6 You have been provided with complete and accurate copies of the certificate of incorporation, the EVL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

85 

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

86 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

87 

Pacific Offshore Labor Company

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:           Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Pacific Offshore Labor Company (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The POLC Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the POLC Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Paula Hall

Nicolas Jaciuk

Jacques-Henri Philippe Eychenne

6 You have been provided with complete and accurate copies of the certificate of incorporation, the POLC Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

88 

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

89 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

90 

Ralph Coffman Cayman Limited

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:	Maples and Calder (Cayman) LLP
	PO Box 309, Ugland House
	Grand Cayman
	KY1-1104
	Cayman Islands

Ralph Coffman Cayman Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The Ralph Coffman Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the Ralph Coffman Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Nicolas Jaciuk

Colleen Grable

Christian Ochoa

6 You have been provided with complete and accurate copies of the certificate of incorporation, the Ralph Coffman Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

91 

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

92 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

93 

RCI INTERNATIONAL, INC.

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:          Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

RCI INTERNATIONAL, INC. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The RCI Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the RCI Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholders of the Company (the "Shareholders") have not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company were as follows:

Nicolas Jaciuk

Colleen Grable

Derek Sample

6 The directors of the Company at the date of this certificate are as follows:

Nicolas Jaciuk

Colleen Grable

Christian Ochoa

94 

7 You have been provided with complete and accurate copies of the certificate of incorporation, the RCI Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

8 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

9 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

95 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

96 

RDC Arabia Drilling, Inc.

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:          Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

RDC Arabia Drilling, Inc. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The RDC Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the RDC Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company were as follows:

Nicolas Jaciuk

Colleen Grable

Derek Sample

6 The directors of the Company at the date of this certificate are as follows:

Nicolas Jaciuk

Colleen Grable

Christian Ochoa

97 

7 You have been provided with complete and accurate copies of the certificate of registration by way of continuation, the RDC Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

8 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

9 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

98 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

99 

RoCal Cayman Limited

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:          Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands 

RoCal Cayman Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The RoCal Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the RoCal Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company were as follows:

Nicolas Jaciuk

Colleen Grable

Derek Sample

6 The directors of the Company at the date of this certificate are as follows:

Nicolas Jaciuk

Colleen Grable

Christian Ochoa

100 

7 You have been provided with complete and accurate copies of the certificate of incorporation, the certificate of incorporation on change of name, the RoCal Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

8 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

9 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

101 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

102 

ROWAN 240C#3, INC.

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:          Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands 

ROWAN 240C#3, INC. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The ROWAN Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the ROWAN Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Nicolas Jaciuk

Colleen Grable

Christian Ochoa

6 You have been provided with complete and accurate copies of the certificate of incorporation, the certificate of incorporation on change of name, the ROWAN Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

103 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

104 

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

105 

Rowan Drilling (Trinidad) Limited

One Capital Place, 3rd Floor

PO Box 1564, Grand Cayman

KY1-1110

Cayman Islands

4 March 2022

To:          Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands 

Rowan Drilling (Trinidad) Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The RDTL Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges.

3 The Guarantor Resolutions of the Company were duly passed in the manner prescribed in the RDTL Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

4 The shareholder of the Company (the "Shareholder") has not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Transaction Documents to which it is a party or the Notes.

5 The directors of the Company at the date of the Guarantor Resolutions of the Company and at the date of this certificate were and are as follows:

Kevin Klein

Jamie Nelson

Ben Rose

Stephen Mooney

6 You have been provided with complete and accurate copies of the certificate of incorporation, the certificate of incorporation on change of name, the RDTL Memorandum and Articles and the register of directors and officers, the register of members and the register of mortgages and charges of the Company.

106 

7 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

8 The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

107 

Signature:	/s/ Kevin Klein
Name:	Kevin Klein
Title:	Director

[Signature page to Director's Certificate for Maples Legal Opinion]

108 

EX-5.16

Exhibit 5.16

 

Valaris Limited

Clarendon House, 2 Church

Street, Hamilton HM 11

Bermuda  

4 March 2022

Valaris Limited

We have acted as counsel as to British Virgin Islands law to Ensco International Ltd. ("EIL"), Ensco Management Corp. ("EMC"), Pride Global II Ltd. ("PGIIL") and Ensco Global IV Ltd. ("EGIVL" and together with EIL, EMC and PHIIL, the "Companies" and each a "Company") in connection with the registration statement on Form S-3 of Valaris Limited (the "Issuer") including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") (including its exhibits, the "Registration Statement") for the purposes of, registering with the Commission under the U.S. Securities Act, the offering and resale to the public of common shares of the Issuer ("Issuer Common Shares") and senior secured first lien notes due 2028 issued by the Issuer pursuant to the terms of an indenture dated as of 30 April 2021 (as amended and supplemented from time to time) between, amongst others, the Issuer as the company thereunder, the guarantors listed on the signature pages thereto (including each Company) and Wilmington Savings Fund Society, FSB, in its capacity as Trustee (as defined therein) and in its capacity as First Lien Collateral Agent (as defined therein) (the "Indenture") and the other Transaction Documents (as defined below).

This opinion letter is given in accordance with the terms of the Legal Matters section of the Registration Statement.

1 Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

 

1.1 In respect of each Company, the public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the "Registry of Corporate Affairs") on 3 March 2022, including the Company's Certificate of Incorporation, Certificate of Change of Name (where applicable) and its Memorandum and Articles of Association (the "Memorandum and Articles").

1.2 In respect of each Company, the records of proceedings available from a search of the electronic records maintained on the Judicial Enforcement Management System from 1 January 2000 and available for inspection on 3 March 2022 at the British Virgin Islands High Court Registry (the "High Court Registry").

1.3 In respect of each Company, the written resolutions of the board of directors of the Company dated 30 April 2021 (the "Resolutions").

1.4 Certificates of incumbency dated 28 February 2022 from CITCO B.V.I. Limited, the registered agent of each Company (the "Registered Agent Certificates").

1.5 A certificate of good standing with respect to each Company issued by the Registrar of Corporate Affairs dated 3 March 2022 (the "Certificates of Good Standing").

1.6 Certificates from a director of each Company, copies of which are attached to this opinion letter (the "Director's Certificates").

1.7 The transaction documents listed in Part 1 of the Schedule (the "New York Transaction Documents"), the transaction document listed in Part 2 of the Schedule (the "English Transaction Document" and together with the New York Transaction Documents, the "Foreign Transaction Documents") and the transaction documents listed in Part 3 of the Schedule (the "BVI Transaction Documents" and together with the Foreign Transaction Documents, the "Transaction Documents").

1.8 The Registration Statement.

2 Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. In giving the following opinions we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Registered Agent Certificates, the Director's Certificates and the Certificates of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1 In respect of each Company, the Transaction Documents to which it is a party have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands).

2.2 In respect of each Company, the Transaction Documents to which it is a party are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York in the case of the New York Transaction Documents, the laws of England in the case of the English Transaction Document (such laws, as applicable, being herein referred to as the "Relevant Law"), the laws of the British Virgin Islands in the case of the BVI Transaction Documents and all other relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands).

2

2.3 In respect of each Company, the choice of the choice of the Relevant Law as the governing law of the Foreign Transaction Documents to which it is a party has been made in good faith and would be regarded as a valid and binding selection which will be upheld by (in the case of the applicable New York Transaction Documents) any U.S. federal or New York state court located in the City of New York, New York and any appellate court from any thereof, (in the case of the English Transaction Document (where the Company is a party to the English Transaction Document) the courts of England (where the courts of England exercise jurisdiction) and any other relevant jurisdiction (other than the British Virgin Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the British Virgin Islands).

2.4 The governing law of the Wilmington Bank DACA (as defined in the Schedule) is State of New York law.

2.5 The choice of the British Virgin Islands law as the governing law of the BVI Transaction Documents has been made in good faith.

2.6 The Transaction Documents have been duly executed, dated and unconditionally delivered by all parties thereto.

2.7 Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

2.8 All signatures, initials and seals are genuine.

2.9 In respect of each Company, that all public records of the Company which we have examined are accurate and that the information disclosed by the searches which we conducted against the Company at the Registry of Corporate Affairs and the High Court Registry is true and complete and that such information has not since then been altered and that such searches did not fail to disclose any information which had been delivered for registration but did not appear on the public records at the date of our searches.

2.10 The final execution version of each Transaction Document that is governed by the laws of the British Virgin Islands and that has been, or is to be, executed under seal or as a deed has been executed in a manner contemplated by the parties.

2.11 In respect of each Company, the capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the British Virgin Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Transaction Documents to which the Company is a party.

2.12 In respect of each Company, there is no contractual or other prohibition or restriction (other than as arising under British Virgin Islands law or pursuant to the Memorandum and Articles) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Transaction Documents to which it is a party.

2.13 Under the Relevant Law and all other relevant laws (other than the laws of the British Virgin Islands), including, without prejudice to the generality of the foregoing, the governing law and the law of situs of the property subject to the security interests created pursuant to the Foreign Law Security Documents (as defined in the Schedule) (the "Foreign Law Secured Property"), the Foreign Law Security Documents create a valid security interest over the Foreign Law Secured Property, any steps required as a matter of the Relevant Law or other relevant laws (other than the laws of the British Virgin Islands) to perfect such security interest or to regulate its ranking in order of priority have been taken and there are no prior encumbrances or interests over the Secured Property.

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2.14 The security interest created pursuant to the BVI Debenture (as defined in the Schedule) over assets of grantors of security thereunder (including each Company) situated outside of the British Virgin Islands, is a valid first priority security interest for the purpose of all applicable laws (other than the laws of the British Virgin Islands) and any steps required as a matter of any relevant laws (other than the laws of the British Virgin Islands) to perfect such security interest or to regulate its ranking in order of priority have been taken and there are no prior encumbrances or interests over such secured assets.

2.15 The shares in each Company (together, the "Secured Shares") which are the subject of the security interest created by the New York Security Document (as defined in the Schedule), the shares in EIL which are the subject of the security interest created by the EIL Share Mortgage (as defined in the Schedule), the shares in EMC which are the subject of the security interest created in the EMC Share Mortgage, the shares in PGIIL which are the subject of the security interest created in the PGIIL Share Mortgage and the shares in the shares in EGIVL which are the subject of the security interest created by the EGIVL Share Mortgage (as defined in the Schedule) are not listed on any stock exchange, are not subject to any liens or rights of forfeiture under the articles of association in force of the Company that issued the applicable Secured Shares and service of a stop notice in respect of any of the Secured Shares has not transpired in accordance with Part 49 of the Eastern Caribbean Supreme Court Civil Procedure Rules (As Revised).

2.16 The existence of the Secured Shares, that immediately prior to the creation of the security pursuant to the New York Security Document, the BVI Share Mortgages (as defined in the Schedule) each party expressed to be a grantor of security over Secured Shares was the legal and beneficial owner of the applicable Secured Shares and that no encumbrances or equities exist in respect of the Secured Shares (other than arising by virtue of the laws of the British Virgin Islands) and that there is no contractual or other prohibition (other than arising by virtue of the laws of the British Virgin Islands) binding on a grantor of security over Secured Shares preventing the grantor from creating the security interest over the applicable Secured Shares pursuant to the New York Security Document or the applicable BVI Share Mortgage.

2.17 As a matter of the Relevant Law the Foreign Law Security Documents create a valid and binding security interest over the Foreign Law Secured Property including, with respect to the New York Security Document, the Secured Shares.

2.18 None of the Secured Property save for the Secured Shares is situated in the British Virgin Islands or governed by British Virgin Islands law.

2.19 The existence of all secured assets under the Security Documents (as defined in the Schedule) (the "Secured Property"), that immediately prior to the creation of the security pursuant to the Security Documents each party expressed to be a grantor of security over any of the Secured Property was the legal and beneficial owner of that part of the Secured Property and that no encumbrances or equities exist in respect of any of the Secured Property (other than arising by virtue of the laws of the British Virgin Islands) and that there is no contractual or other prohibition (other than arising by virtue of the laws of the British Virgin Islands) binding on a grantor of security over any Secured Property preventing such grantor from creating the security interest over the applicable Secured Property pursuant to any of the Security Documents.

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2.20 No monies paid to or for the account of any party under the Transaction Documents represent or will represent proceeds of criminal conduct (as defined in the Proceeds of Criminal Conduct Act (As Revised)).

2.21 There is nothing contained in the minute book or corporate records of the Company (other than in those inspected by us pursuant to paragraph 1 hereof) which would or might affect the opinions set out below.

2.22 None of the parties to the Transaction Documents (other than each Company) is a company incorporated, or a partnership or foreign company registered, under applicable British Virgin Islands law and all the activities of such parties in relation to the Transaction Documents and any transactions entered into thereunder have not been and will not be carried on through a place of business in the British Virgin Islands.

2.23 In respect of each Company, prior to, at the time of, and immediately following execution of the Transaction Documents that such Company is a party to, such Company was, or will be, able to pay its debts as they fell, or fall, due, and the transactions to which the Transaction Documents that such Company is a party to relate will not cause such Company to become unable to pay its debts as they fall due.

2.24 In respect of each of EIL and EGIVL, the Company's entry into the Transaction Documents that the Company is a party to and the performance of the Company's obligations thereunder do not constitute a distribution for the purposes of section 56 of the Act (as defined below).

2.25 In respect of each of EMC and PGIIL, the Company's entry into the Transaction Documents that the Company is a party and the performance of the Company's obligations thereunder do not constitute a dividend for the purposes of paragraph 28 of Part IV of Schedule 2 of the Act.

2.26 There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.

3 Opinions

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 In respect of each Company, the Company is a company limited by shares registered with limited liability under the BVI Business Companies Act (As Revised) (the "Act"), is in good standing at the Registry of Corporate Affairs, is validly existing under the laws of the British Virgin Islands and possesses the capacity to sue and be sued in its own name.

3.2 In respect of each Company, the Company has all requisite capacity, power and authority under its Memorandum and Articles to enter into, execute and perform its obligations under the Transaction Documents to which it is a party.

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3.3 In respect of each Company, the execution, delivery and performance of the Transaction Documents that the Company is a party to have been authorised by and on behalf of the Company and, assuming such Transaction Documents have been executed and unconditionally delivered by any director of the Company for and on behalf of the Company, such Transaction Documents been duly executed and delivered on behalf of the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

4 Qualifications

The opinions expressed above are subject to the following qualifications:

4.1 In respect of each Company, the obligations assumed by the Company under the Transaction Documents to which it is a party will not necessarily be enforceable in all circumstances in accordance with their terms. In particular:

(a) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;

(b) enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

(c) some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences;

(d) where obligations are to be performed in a jurisdiction outside the British Virgin Islands, they may not be enforceable in the British Virgin Islands to the extent that performance would be illegal under the laws of that jurisdiction;

(e) the courts of the British Virgin Islands have jurisdiction to give judgment in the currency of the relevant obligation;

(f) arrangements that constitute penalties will not be enforceable;

(g) enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts;

(h) an agreement made by a person in the course of carrying on unauthorised financial services business is unenforceable against the other party under section 50F of the Financial Services Commission Act (As Revised);

(i) provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process;

(j) the courts of the British Virgin Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Transaction Documents in matters where they determine that such proceedings may be tried in a more appropriate forum;

(k) a person who is not a party to a Transaction Document that is governed by British Virgin Islands law will not have the benefit of and will not be able to enforce its terms;

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(l) any provision of a Transaction Document that is governed by British Virgin Islands law which expresses any matter to be determined by future agreement may be void or unenforceable;

(m) we reserve our opinion as to the enforceability of the relevant provisions of a Transaction Document to the extent that it purports to grant exclusive jurisdiction as there may be circumstances in which the courts of the British Virgin Islands would accept jurisdiction notwithstanding such provisions; and

(n) a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power and there is doubt as to the enforceability of any provision in the Transaction Documents whereby the Company covenants to restrict the exercise of powers specifically given to it under the Act including, without limitation, the power to increase its maximum number of shares, amend its memorandum and articles of association or present a petition to a British Virgin Islands court for an order to wind up the Company.

4.2 Applicable court fees will be payable in respect of enforcement of the Transaction Documents.

4.3 In respect of each Company, to maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registry of Corporate Affairs.

4.4 All transfers of shares and any alteration in the status of the members of a company incorporated or registered under British Virgin Islands law that take place after the commencement of the liquidation of that company under the Insolvency Act will be void unless a court of the British Virgin Islands consents.

4.5 Where the governing law of a mortgage or charge of shares in a British Virgin Islands company is not the law of the British Virgin Islands: (a) the mortgage or charge shall be in compliance with the requirements of its governing law in order for the mortgage or charge to be valid and binding on the company; and (b) the remedies available to a mortgagee or chargee shall be governed by the governing law and the instrument creating the mortgage or charge save that the rights between the mortgagor or mortgagee as a member of the company and the company shall continue to be governed by the memorandum and the articles of association of the company and the Act.

4.6 If the New York Security Document constitutes a mortgage over the Secured Shares the courts of the British Virgin Islands would not recognise or enforce foreclosure (meaning the assumption by the mortgagee of beneficial ownership of the Secured Shares and the extinction of the mortgagor's equity of redemption therein) against the Secured Shares pursuant to any provision in the New York Security Document in the absence of foreclosure proceedings against the mortgagor in the courts of the British Virgin Islands, or a judgment in respect of the foreclosure proceedings against the mortgagor in the courts of another jurisdiction which the courts of the British Virgin Islands are prepared to enforce in accordance with the principles applicable to the enforcement of foreign judgments in the British Virgin Islands.

4.7 The obligations of the Company may be subject to restrictions pursuant to United Nations and United Kingdom sanctions extended to the British Virgin Islands by Orders of Her Majesty in Council and/or sanctions imposed by governmental or regulatory authorities or agencies in the British Virgin Islands under British Virgin Islands legislation.

4.8 A certificate, determination, calculation or designation of any party to the Transaction Documents as to any matter provided therein might be held by a British Virgin Islands court not to be conclusive final and binding if, for example, it could be shown to have an unreasonable or arbitrary basis, or in the event of manifest error.

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4.9 We reserve our opinion as to the extent to which the courts of the British Virgin Islands would, in the event of any relevant illegality or invalidity, sever the relevant provisions of the Transaction Documents and enforce the remainder of the Transaction Documents or the transaction of which such provisions form a part, notwithstanding any express provisions in the Transaction Documents in this regard.

4.10 We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-British Virgin Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in a Transaction Document.

4.11 We express no view as to the commercial terms of the Transaction Documents or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company.

4.12 We express no view as to the effect (if any) of any non-British Virgin Islands bankruptcy, insolvency or restructuring proceedings in any jurisdiction, including without limitation in respect of the Company.

This opinion letter is given as of the date shown. We hereby consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement and to the use of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the U.S. Securities Act.

We are aware that Gibson, Dunn & Crutcher LLP will rely as to matters of British Virgin Islands law on this opinion in rendering its opinions to you to be filed with the Registration Statement and we authorise them to so rely.

Yours faithfully

/s/ Maples and Calder

Maples and Calder

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Schedule

Transaction Documents

Part 1 – New York Transaction Documents

1. The Indenture.

2. A collateral agency agreement dated as of 30 April 2021 between, amongst others, Valaris Limited, as a grantor, the other parties expressed to be guarantors thereunder (including each Company) Wilmington Savings Fund Society, FSB, in its capacity as Parity Lien Representative, Security Trustee and First Lien Collateral Agent (as those terms are defined therein) (the "Collateral Agency Agreement").

3. A security agreement as of 30 April 2021 entered into by Valaris Limited, each of the other grantors thereunder (including each Company), Wilmington Savings Fund Society, FSB, as first lien collateral agent for the Parity Lien Secured Parties (as defined in the Collateral Agency Agreement) (the "New York Security Agreement").

4. A deposit account and sweep investment control agreement dated as of 30 April 2021 between Wilmington Savings Fund Society, FSB as agent, Wilmington Fargo Bank, National Association as the bank and each of the companies identified on schedule A thereto including EIL and PGIIL (the "Wilmington Bank DACA").

5. A deposit account and control agreement dated as of 30 April 2021 between the parties listed therein as lien grantors (including EIL, PGIIL and EGIVL), Citibank, N.A. as depository bank, Wilmington Fargo Bank, National Association as secured party (the "Citibank DACA").

6. A deposit account and control agreement dated as of 30 April 2021 between the parties listed therein as lien grantors including EMC, JPMorgan Chase Bank, N.A. as depository bank and secured party (the "JPM DACA").

Part 2 – English Transaction Document

7. A debenture dated 30 April 2021 entered into by each of the entities listed therein as chargors including EIL and Wilmington Savings Fund Society, FSB, in its capacity as first lien collateral agent for and on behalf of the Parity Lien Secured Parties (as defined in the Collateral Agency Agreement) (the "English Transaction Document" and together with the New York Security Document, the "Foreign Law Security Documents").

Part 3 – BVI Transaction Documents

8. A debenture dated 30 April 2021 entered into by each of the entities listed therein as chargors including each Company and Wilmington Savings Fund Society, FSB in its capacity as security trustee for and on behalf of the Parity Lien Secured Parties (as defined in the Collateral Agency Agreement) (the "BVI Debenture").

9. An equitable mortgage over shares in EIL dated 30 April 2021 entered into between Ensco Global II Ltd. as mortgagor, EIL and Wilmington Savings Fund Society, FSB in its capacity as security trustee for and on behalf of the Parity Lien Secured Parties (as defined in the Collateral Agency Agreement) (the "EIL Share Mortgage").

10. An equitable mortgage over shares in EMC dated 30 April 2021 entered into between Ensco Universal Holdings II Ltd. as mortgagor, EMC and Wilmington Savings Fund Society, FSB in its capacity as security trustee for and on behalf of the Parity Lien Secured Parties (as defined in the Collateral Agency Agreement) (the "EMC Share Mortgage").

11. An equitable mortgage over shares in the Company dated 30 April 2021 entered into between Ensco Endeavors Limited as mortgagor, PGIIL and Wilmington Savings Fund Society, FSB in its capacity as security trustee for and on behalf of the Parity Lien Secured Parties (as defined in the Collateral Agency Agreement) (the "PGIIL Share Mortgage").

12. An equitable mortgage over shares in EGIVL dated 30 April 2021 entered into between EIL as mortgagor, EGIVL and Wilmington Savings Fund Society, FSB in its capacity as security trustee for and on behalf of the Parity Lien Secured Parties (as defined in the Collateral Agency Agreement) (the "EGIVL Share Mortgage" and together with the EIL Share Mortgage, the EMC Share Mortgage and the PGIIL Share Mortgage, the "BVI Share Mortgages" and the EGIVL Share Mortgage together with the BVI Debenture and the Foreign Law Security Documents, the "Security Documents").

2

Ensco International Ltd.

Flemming House, P.O. Box 662, Road Town, Tortola, British Virgin Islands

Date: 4 March 2022

To:          Maples and Calder

Kingston Chambers

PO Box 173

Road Town

Tortola

British Virgin Islands

Ensco International Ltd. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion in relation to certain aspects of British Virgin Islands law (the "Opinion"). Unless otherwise defined herein, capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:

1 The Memorandum and Articles of Association of the Company as most recently amended on 10 May 2021 remain in full force and effect.

2 The written resolutions of the board of directors of the Company dated 30 April 2021 (the "Resolutions") were signed by all the directors in the manner prescribed in the Memorandum and Articles of Association of the Company, including as to the disclosure of any director's interests in the Transaction Documents, and the Resolutions have not been amended, varied or revoked in any respect.

3 The member(s) of the Company (the "Members") have not restricted or limited the powers of the directors of the Company in any way.

4 The directors of the Company on the dates that the Resolutions were passed and at the date of this certificate were and are as follows: (i) Peter Wilson; (ii) Stephen L. Mooney; and (iii) Jonathan P. Cross.

5 The minute book and corporate records of the Company as maintained at its registered office in the British Virgin Islands and on which the Registered Agent Certificate issued in respect of the Company was prepared are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Members and directors (or any committee thereof) (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings, or passed by written resolution or consent, as the case may be.

6 The Company has not created any charges over any of its property or assets other than as contemplated by the Transaction Documents or entered in its register of charges as maintained pursuant to section 162 of the Act.

7 The Company has entered into the Transaction Documents for proper value, not with an intention to defraud or wilfully defeat an obligation owed to any creditor and the transactions contemplated thereby do not and will not give any creditor an unfair preference.

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8 Neither the Company nor any of its subsidiaries (if any) has an interest in any land in the British Virgin Islands.

9 Each director of the Company considers the transactions contemplated by the Transaction Documents to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.

10 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any other jurisdiction. Nor have the directors and/or the Members taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

11 The Company has at no time had employees.

12 The Company is not a sovereign entity of any state and is not a subsidiary, direct or indirect of any sovereign entity or state.

13 With respect to the written consents by which the Resolutions were passed, all or a majority of the directors of the Company who signed them were situated in the United Kingdom when signing such written consents.

[The remainder of this page has been intentionally left blank; signature page follows]

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I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion, unless I shall have previously notified you in writing personally to the contrary.

Signature:	/s/ Peter Wilson
Name:	Peter Wilson
Title:	Director

[Signature page to director's certificate of Ensco International Ltd. addressed to Maples and Calder]

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Ensco Management Corp.

Flemming House, P.O. Box 662, Road Town, Tortola, British Virgin Islands

Date: 4 March 2022

To:          Maples and Calder

Kingston Chambers

PO Box 173

Road Town

Tortola

British Virgin Islands

Ensco Management Corp. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion in relation to certain aspects of British Virgin Islands law (the "Opinion"). Unless otherwise defined herein, capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:

1 The Memorandum and Articles of Association of the Company as most recently amended on 10 May 2021 remain in full force and effect.

2 The written resolutions of the board of directors of the Company dated 30 April 2021 (the "Resolutions") were signed by all the directors in the manner prescribed in the Memorandum and Articles of Association of the Company, including as to the disclosure of any director's interests in the Transaction Documents, and the Resolutions have not been amended, varied or revoked in any respect.

3 The member(s) of the Company (the "Members") have not restricted or limited the powers of the directors of the Company in any way.

4 The directors of the Company on the dates that the Resolutions were passed and at the date of this certificate were and are as follows: (i) Stephen L. Mooney; (ii) Abhay M. Shetty; and (iii) Nicolas Jaciuk.

5 The minute book and corporate records of the Company as maintained at its registered office in the British Virgin Islands and on which the Registered Agent Certificate issued in respect of the Company was prepared are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Members and directors (or any committee thereof) (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings, or passed by written resolution or consent, as the case may be.

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6 The Company has not created any charges over any of its property or assets other than as contemplated by the Transaction Documents or entered in its register of charges as maintained pursuant to section 162 of the Act.

7 The Company has entered, or will enter, into the Transaction Documents for proper value, not with an intention to defraud or wilfully defeat an obligation owed to any creditor and the transactions contemplated thereby do not and will not give any creditor an unfair preference.

8 Neither the Company nor any of its subsidiaries (if any) has an interest in any land in the British Virgin Islands.

9 Each director of the Company considers the transactions contemplated by the Transaction Documents to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.

10 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any other jurisdiction. Nor have the directors and/or the Members taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

11 The Company has at no time had employees.

12 The Company is not a sovereign entity of any state and is not a subsidiary, direct or indirect of any sovereign entity or state.

[The remainder of this page has been intentionally left blank; signature page follows]

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I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion, unless I shall have previously notified you in writing personally to the contrary.

Signature:	/s/ Abhay M. Shetty
Name:	Abhay M. Shetty
Title:	Director

[Signature page to director's certificate of Ensco Management Corp. addressed to Maples and Calder]

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Pride Global II Ltd.

Flemming House, P.O. Box 662, Road Town, Tortola, British Virgin Islands

Date: 4 March 2022

To:          Maples and Calder

Kingston Chambers

PO Box 173

Road Town

Tortola

British Virgin Islands

Pride Global II Ltd. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion in relation to certain aspects of British Virgin Islands law (the "Opinion"). Unless otherwise defined herein, capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:

1 The Memorandum and Articles of Association of the Company as most recently amended on 9 February 2021 remain in full force and effect.

2 The written resolutions of the board of directors of the Company dated 30 April 2021 (the "Resolutions") were signed by all the directors in the manner prescribed in the Memorandum and Articles of Association of the Company, including as to the disclosure of any director's interests in the Transaction Documents, and the Resolutions have not been amended, varied or revoked in any respect.

3 The member(s) of the Company (the "Members") have not restricted or limited the powers of the directors of the Company in any way.

4 The directors of the Company on the dates that the Resolutions were passed and at the date of this certificate were and are as follows: (i) Kevin Klein; (ii) Stephen L. Mooney; and (iii) Nicolas Jaciuk.

5 The minute book and corporate records of the Company as maintained at its registered office in the British Virgin Islands and on which the Registered Agent Certificate issued in respect of the Company was prepared are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Members and directors (or any committee thereof) (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings, or passed by written resolution or consent, as the case may be.

6 The Company has not created any charges over any of its property or assets other than as contemplated by the Transaction Documents or entered in its register of charges as maintained pursuant to section 162 of the Act.

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7 The Company has entered, or will enter, into the Transaction Documents for proper value, not with an intention to defraud or wilfully defeat an obligation owed to any creditor and the transactions contemplated thereby do not and will not give any creditor an unfair preference.

8 Neither the Company nor any of its subsidiaries (if any) has an interest in any land in the British Virgin Islands.

9 Each director of the Company considers the transactions contemplated by the Transaction Documents to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.

10 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any other jurisdiction. Nor have the directors and/or the Members taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

11 The Company has at no time had employees.

12 The Company is not a sovereign entity of any state and is not a subsidiary, direct or indirect of any sovereign entity or state.

[The remainder of this page has been intentionally left blank; signature page follows]

10

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion, unless I shall have previously notified you in writing personally to the contrary.

Signature:	/s/ Kevin Klein
Name:	Kevin Klein
Title:	Director

[Signature page to director's certificate of Pride Global II Ltd. addressed to Maples and Calder]

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Ensco Global IV Ltd.

Flemming House, P.O. Box 662, Road Town, Tortola, British Virgin Islands

Date: 3 March 2022

To:          Maples and Calder

Kingston Chambers

PO Box 173

Road Town

Tortola

British Virgin Islands

Ensco Global IV Ltd. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion in relation to certain aspects of British Virgin Islands law (the "Opinion"). Unless otherwise defined herein, capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:

1 The Memorandum and Articles of Association of the Company as most recently amended on 10 May 2021 remain in full force and effect.

2 The written resolutions of the board of directors of the Company dated 30 April 2021 (the "Resolutions") were signed by all the directors in the manner prescribed in the Memorandum and Articles of Association of the Company, including as to the disclosure of any director's interests in the Transaction Documents, and the Resolutions have not been amended, varied or revoked in any respect.

3 The member(s) of the Company (the "Members") have not restricted or limited the powers of the directors of the Company in any way.

4 The directors of the Company on the dates that the Resolutions were passed and at the date of this certificate were and are as follows: (i) Stephen L. Mooney; (ii) Jacques H. Eychenne; and (iii) Nicolas Jaciuk.

5 The minute book and corporate records of the Company as maintained at its registered office in the British Virgin Islands and on which the Registered Agent Certificate issued in respect of the Company was prepared was prepared are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Members and directors (or any committee thereof) (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings, or passed by written resolution or consent, as the case may be.

6 The Company has not created any charges over any of its property or assets other than as contemplated by the Transaction Documents or entered in its register of charges as maintained pursuant to section 162 of the Act.

7 The Company has entered, or will enter, into the Transaction Documents for proper value, not with an intention to defraud or wilfully defeat an obligation owed to any creditor and the transactions contemplated thereby do not and will not give any creditor an unfair preference.

12

8 Neither the Company nor any of its subsidiaries (if any) has an interest in any land in the British Virgin Islands.

9 Each director of the Company considers the transactions contemplated by the Transaction Documents to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.

10 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any other jurisdiction. Nor have the directors and/or the Members taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

11 The Company has at no time had employees.

12 The Company is not a sovereign entity of any state and is not a subsidiary, direct or indirect of any sovereign entity or state.

[The remainder of this page has been intentionally left blank; signature page follows]

13

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion, unless I shall have previously notified you in writing personally to the contrary.

Signature:	/s/ Nicolas Jaciuk
Name:	Nicolas Jaciuk
Title:	Director

[Signature page to director's certificate of Ensco Global IV Ltd. addressed to Maples and Calder]

14

EX-5.17

Exhibit 5.17

 

São Paulo, March 4, 2022

To
Valaris Limited

Re.: Registration Statement Form S-3. Senior Secured First Lien Notes Due 2028 – Valaris Limited.

Ladies and Gentlemen:

We are qualified to practice law in the Federative Republic of Brazil ("Brazil") and have acted as Brazilian legal counsel to Valaris Limited (“Valaris” or “Issuer”), Ensco do Brasil Petróleo e Gás Ltda. (“Ensco do Brasil”) and Ensco Offshore Petróleo e Gás Ltda. (“Ensco Offshore” and when referred jointly with Ensco do Brasil, the “Brazilian Guarantors”) in connection with the registration of the guarantees of the Issuer’s senior secured first lien notes due 2028, granted by the Brazilian Guarantors, among others, on a Registration Statement on Form S-3 (the “Registration Statement”), to be filed with the U.S. Securities and Exchange Commission.

This opinion letter (“Opinion”) is delivered for the benefit of Valaris in connection with the Registration Statement. Except as otherwise defined herein, all terms used herein and defined in the Transaction Documents (as defined below) shall have the meanings assigned to them therein.

INTRODUCTION

1. For the purpose of rendering this Opinion, we have examined originals or copies the following documents:

(i) an executed copy of the minutes of the quotaholders meeting of Ensco Offshore held on April 29, 2021, duly registered with the Board of Trade of the State of Rio de Janeiro (“JUCERJA”) on May 14, 2021, under No. 00004067695;

(ii) an executed copy of the minutes of the quotaholders meeting of Ensco Brasil held on April 29, 2021, duly registered with JUCERJA on May 12, 2021, under No. 00004065236;

SÃO PAULO – PAULISTA	SÃO PAULO – FARIA LIMA	RIO DE JANEIRO	BRASÍLIA	NEW YORK	LONDON
Al. Joaquim Eugênio de Lima 447	Av. Brg. Faria Lima 4100 6º andar	Praia do Flamengo 200 11º andar	SHS Q6 Bloco C Sala 1901	34 East 51st Street, 12th floor	5th floor, 32 Cornhill
01403 001 São Paulo SP Brasil	04538 132 São Paulo SP Brasil	22210 901 Rio de Janeiro RJ Brasil	70316 109 Brasília DF Brasil	New York, NY 10022 U.S.A.	London UK EC3V 3SG
T 55 11 3147 7600	T 55 11 3035 4050	T 55 21 3231 8200	T 55 61 3218 6000	T 1 646 695 1100	T 44 (0)20 7280 0160
www.mattosfilho.com.br

1

 

(iii) an executed copy of the ”Senior Secured First Lien Notes Due 2028 Indenture” entered into between the Issuer, as issuer, Wilmington Savings Fund Society, FSB (“Notes Trustee and Collateral Agent”), as trustee and first lien collateral agent, the Brazilian Guarantors and other foreign companies, in their capacity of guarantors (“Guarantors”), on April 30, 2021 (“Indenture”);

(iv) an executed copy of the “Security Agreement” entered into between the Issuer, the Notes Trustee and Collateral Agent and the Guarantors, on April 30, 2021 (“Security Agreement”);

(v) an executed copy of the “Collateral Agency Agreement” entered into between the Issuer, the Notes Trustee and Collateral Agent and the Guarantors, on April 30, 2021 (“Collateral Agency Agreement”); and

(vi) an executed copy of “Deposit Account and Sweep Investment Control Agreement” entered into between the Issuer, the Notes Trustee and Collateral Agent, Ensco do Brasil, Wells Fargo Bank, National Association, among other foreign entities, on April 30, 2021 (“Deposit Account Agreement” and when referred jointly with the Indenture, the Security Agreement, the Collateral Agency Agreement and the Deposit Account, the “Transaction Documents”).

2.                     In light of the above, and given that certain analysis and conclusions contained in the Transaction Documents do not refer to legal matters, we express no opinion as to, and assume no responsibility for, the accuracy, correctness, truthfulness and/or completeness of such information, as well as any obligations undertaken in the Transaction Documents by the Brazilian Guarantors, relating to (i) commitment to financial ratios, indexes and limits, (ii) debt levels or (iii) need to grant additional security in the event any financial ratio, index or limit is not met or exceeded, and, therefore, we have made no any verification or investigation with respect to such information.

3.                     Except as expressly addressed by our opinion as set forth in paragraph 6 below, we have relied upon and assume no responsibility for or make no representation with respect to the accuracy, correctness, truthfulness and/or completeness of the representations and warranties (including but not limited to those related to factual matters) made by the Brazilian Guarantors in the Transaction Documents.

SÃO PAULO – PAULISTA	SÃO PAULO – FARIA LIMA	RIO DE JANEIRO	BRASÍLIA	NEW YORK	LONDON
Al. Joaquim Eugênio de Lima 447	Av. Brg. Faria Lima 4100 6º andar	Praia do Flamengo 200 11º andar	SHS Q6 Bloco C Sala 1901	34 East 51st Street, 12th floor	5th floor, 32 Cornhill
01403 001 São Paulo SP Brasil	04538 132 São Paulo SP Brasil	22210 901 Rio de Janeiro RJ Brasil	70316 109 Brasília DF Brasil	New York, NY 10022 U.S.A.	London UK EC3V 3SG
T 55 11 3147 7600	T 55 11 3035 4050	T 55 21 3231 8200	T 55 61 3218 6000	T 1 646 695 1100	T 44 (0)20 7280 0160
www.mattosfilho.com.br

2

 

4.                      This Opinion is given solely in respect of the laws and regulations of Brazil as of the date hereof and not in respect of any other law or regulation. We are not qualified to render opinions with respect to the laws or regulations of any other jurisdiction and have not made any investigation of the laws or regulations of any jurisdiction outside Brazil. In relation to all matters of laws of the State of New York, United States of America, or any other foreign laws, we understand that you are relying on opinions of legal counsels from such other jurisdictions.

ASSUMPTIONS

5.                     In giving this Opinion, we relied on the following assumptions:

(i) all documents provided for our analysis and review by, or on behalf of, the Brazilian Guarantors as well as all information conveyed to us by, or on behalf of, the Issuer and the other Guarantors, represent the entirety of all material documents and information regarding the issues raised by us and there is no other material documents and information that have not been provided to us or omitted from us;

(ii) all documents and information provided to us are true, accurate, complete and sufficient;

(iii) all documents provided to us in draft form or as facsimile, certified copy or copy or specimen documents conform to their originals;

(iv) all documents provided to us as originals are authentic;

(v) all signatures on the documents provided to us are genuine signatures of the persons purporting to sign any such documents;

(vi) each of the parties to the documents provided to us (except for the Transaction Documents, in relation to the Brazilian Guarantors, as applicable, to the extent expressly addressed by our opinion as set forth in paragraph 6 below) has been duly organized and established and is validly existing on the date of the execution and delivery of such documents;

SÃO PAULO – PAULISTA	SÃO PAULO – FARIA LIMA	RIO DE JANEIRO	BRASÍLIA	NEW YORK	LONDON
Al. Joaquim Eugênio de Lima 447	Av. Brg. Faria Lima 4100 6º andar	Praia do Flamengo 200 11º andar	SHS Q6 Bloco C Sala 1901	34 East 51st Street, 12th floor	5th floor, 32 Cornhill
01403 001 São Paulo SP Brasil	04538 132 São Paulo SP Brasil	22210 901 Rio de Janeiro RJ Brasil	70316 109 Brasília DF Brasil	New York, NY 10022 U.S.A.	London UK EC3V 3SG
T 55 11 3147 7600	T 55 11 3035 4050	T 55 21 3231 8200	T 55 61 3218 6000	T 1 646 695 1100	T 44 (0)20 7280 0160
www.mattosfilho.com.br

3

 

(vii) all documents provided to us (except for the Transaction Documents, in relation to the Brazilian Guarantors, as applicable, to the extent expressly addressed by our opinion as set forth in paragraph 6 below) were (a) duly authorized, executed and delivered by the parties thereto based upon valid and effective approvals, consents, authorizations, orders, exemptions, licenses, fillings and registrations; and (b) signed by representatives with full power and authority;

(viii) the Transaction Documents constitute legal, valid and binding obligations of each of the parties thereto (other than the Brazilian Guarantors, as applicable, with respect to the Transaction Documents, to the extent expressly addressed by our opinion as set forth in paragraph 6 below), enforceable against each of the parties thereto (other than the Brazilian Guarantors, with respect to the Transaction Documents, as applicable, to the extent expressly addressed by our opinion as set forth in paragraph 6 below) in accordance with their terms, and would be so treated in any court having jurisdiction and are in proper form for their enforcement in any jurisdiction (other than Brazil, in relation to the Brazilian Guarantors, to the extent expressly addressed by our opinion as set forth in paragraph 6 below);

(ix) each of the parties to the Transaction Documents (other than the Brazilian Guarantors, with respect to the Transaction Documents, as applicable, to the extent expressly addressed by our opinion as set forth in paragraph 6 below) has all regulatory and other approvals, consents, authorizations, orders, exemptions, licenses, fillings and registrations required for the execution, delivery and performance its obligations under the Transaction Documents;

(x) the execution, delivery, performance and fulfillment of all obligations under the Transaction Documents by all the parties therein (a) do not violate or contravene such party’s articles or certificate of incorporation, by-laws or similar organizational documents (other than the Brazilian Guarantors’ by-laws); (b) do not violate or contravene, or require the consent not obtained under, any agreement, deed or other contract or instrument to which such parties are a party to, or result in acceleration of any obligation under or termination of any such agreements or instruments, or the creation of any lien or encumbrance on any asset or right; (c) do not violate or contravene any judicial or administrative judgment, injunction, writ, order or decree that is binding upon such parties or their assets; (d) do not or will not result in insolvency and do not affect the ability of such parties to honor all their financial and/or tax obligations, including those enrolled in outstanding debt, as well as any arbitral, judicial, extrajudicial or administrative proceedings in progress; and (e) do not or will not violate, contravene, or be unlawful under the laws of any jurisdiction (other than Brazil, with respect to the Transaction Documents, to the extent expressly addressed by our opinion in paragraph 6 below);

SÃO PAULO – PAULISTA	SÃO PAULO – FARIA LIMA	RIO DE JANEIRO	BRASÍLIA	NEW YORK	LONDON
Al. Joaquim Eugênio de Lima 447	Av. Brg. Faria Lima 4100 6º andar	Praia do Flamengo 200 11º andar	SHS Q6 Bloco C Sala 1901	34 East 51st Street, 12th floor	5th floor, 32 Cornhill
01403 001 São Paulo SP Brasil	04538 132 São Paulo SP Brasil	22210 901 Rio de Janeiro RJ Brasil	70316 109 Brasília DF Brasil	New York, NY 10022 U.S.A.	London UK EC3V 3SG
T 55 11 3147 7600	T 55 11 3035 4050	T 55 21 3231 8200	T 55 61 3218 6000	T 1 646 695 1100	T 44 (0)20 7280 0160
www.mattosfilho.com.br

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(xi) there are no arbitral, judicial, extrajudicial or administrative proceedings ongoing or potential arbitral, judicial, extrajudicial or administrative proceedings, and there is no arbitral, judicial, extrajudicial or administrative decision that might invalidate, prevent or make ineffective, null and void the Transaction Documents or the obligations expressed therein for any of their parties, individually or jointly;

(xii) the Brazilian Guarantors are not parties or the object of any ongoing bankruptcy (falência), insolvency (insolvência civil), liquidation, judicial or extrajudicial recovery (recuperação judicial or extrajudicial) or other related insolvency proceedings in or out of any court of any jurisdiction in Brazil in which their ownership, lease or operation of property or the conduct of their business are located, nor have they petitioned or sought consent for bankruptcy (falência), insolvency (insolvência civil), liquidation, judicial or extrajudicial recovery (recuperação judicial or extrajudicial) or other related insolvency proceedings in Brazil;

(xiii) there are no other documents, agreements, arrangements, relationship or course of dealing involving any of the parties to the Transaction Documents or any judgment, injunction, writ, order or decree which may modify, affect, supersede or suspend any of the terms thereof or the opinions expressed herein; and

(xiv) there is no provision of the law or regulation of any jurisdiction other than Brazil which has any implication in relation to the opinions expressed herein.

OPINIONS

6.                     Based on the assumptions and subject to the qualifications, explanations and reservations set forth herein and in paragraph 7 below, as applicable, we are of the opinion that:

(i) each Brazilian Guarantor is duly incorporated and validly existing as a limited liability company (sociedade por quotas de responsabilidade limitada) under the laws of Brazil, with its organizational documents duly registered with JUCERJA;

(ii) each Brazilian Guarantor has the corporate power and authority required to execute, deliver and perform its obligations under the Transaction Documents, as applicable;

SÃO PAULO – PAULISTA	SÃO PAULO – FARIA LIMA	RIO DE JANEIRO	BRASÍLIA	NEW YORK	LONDON
Al. Joaquim Eugênio de Lima 447	Av. Brg. Faria Lima 4100 6º andar	Praia do Flamengo 200 11º andar	SHS Q6 Bloco C Sala 1901	34 East 51st Street, 12th floor	5th floor, 32 Cornhill
01403 001 São Paulo SP Brasil	04538 132 São Paulo SP Brasil	22210 901 Rio de Janeiro RJ Brasil	70316 109 Brasília DF Brasil	New York, NY 10022 U.S.A.	London UK EC3V 3SG
T 55 11 3147 7600	T 55 11 3035 4050	T 55 21 3231 8200	T 55 61 3218 6000	T 1 646 695 1100	T 44 (0)20 7280 0160
www.mattosfilho.com.br

5

 

(iii) each of the Transaction Documents has been duly authorized, executed and delivered by the Brazilian Guarantors, as applicable, and assuming the due authorization, execution and delivery by the other parties thereto and legality and validity of the Transaction Documents under laws of the State of New York, United States of America, provided that all formalities referred in items (iii) and (iv) of paragraph 7 below are fulfilled, as applicable, each of the Transaction Documents (a) constitutes legal, valid and binding obligations of the Brazilian Guarantors, in accordance with its terms, and (b) is enforceable against the Brazilian Guarantors, as applicable, in accordance with its terms; and

(iv) the execution, delivery and performance by each Brazilian Guarantor of the Transaction Documents, as applicable, do not violate in any respect (a) any existing applicable law, rule or regulation of Brazil, or (b) the Brazilian Guarantors’ by-laws.

QUALIFICATIONS, RESERVATIONS AND EXPLANATIONS

7.                     This Opinion is subject to the following qualifications, explanations and reservations:

(i) our opinion with respect to the binding effect and enforceability of the obligations of each Brazilian Guarantor under the Transaction Documents, as applicable, is subject to all limitations arising from: (a) bankruptcy (falência), insolvency (insolvência civil), liquidation, reorganization and judicial or extrajudicial recovery (recuperação judicial or extrajudicial); (b) certain credits, such as costs related to these proceedings (i.e., trustees' fees), credits granted to any Brazilian Guarantor after filing of judicial recovery (recuperação judicial), labor claims, secured credits by fiduciary or in rem guarantees up to the value of the secured assets, social security and tax claims (except for tax penalties) and other claims enjoying special or general privilege or statutorily preferred claims, which may have preference if any of the events described in item (a) occurs; (c) possible unavailability of remedies for specific performance or injunctive relief; (d) concepts of materiality, reasonableness, good faith, public policy and fair dealing, such as contractual conditions providing that a certain act or fact shall be determined solely by one party (condição puramente potestativa); and (e) other laws of general application relating to or affecting the rights of creditors generally, including (without limitation) fraudulent conveyance or intervention by the Brazilian governmental authorities;

SÃO PAULO – PAULISTA	SÃO PAULO – FARIA LIMA	RIO DE JANEIRO	BRASÍLIA	NEW YORK	LONDON
Al. Joaquim Eugênio de Lima 447	Av. Brg. Faria Lima 4100 6º andar	Praia do Flamengo 200 11º andar	SHS Q6 Bloco C Sala 1901	34 East 51st Street, 12th floor	5th floor, 32 Cornhill
01403 001 São Paulo SP Brasil	04538 132 São Paulo SP Brasil	22210 901 Rio de Janeiro RJ Brasil	70316 109 Brasília DF Brasil	New York, NY 10022 U.S.A.	London UK EC3V 3SG
T 55 11 3147 7600	T 55 11 3035 4050	T 55 21 3231 8200	T 55 61 3218 6000	T 1 646 695 1100	T 44 (0)20 7280 0160
www.mattosfilho.com.br

6

 

(ii) according to the laws of Brazil, public policy principles (ordem pública) govern the validity of actions and obligations and cannot be modified or waived by the parties thereto. In this sense, the Brazilian Civil Code sets forth that the invalidity of the underlying obligation results in the invalidity of the ancillary obligation. Thus, as a guarantee is an ancillary obligation to the underlying obligation, a judgment obtained in a court outside Brazil against a guarantor for the enforcement of a guarantee in respect to the underlying obligations declared or considered null, void or unenforceable, may not be confirmed by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça);

(iii) in order to assure the admission of the Transaction Documents with the Brazilian public agencies and courts and their effectiveness against third parties in Brazil: (a) the Transaction Documents must comply with all the legal requirements of the place of its execution for its execution and enforceability; (b) the signature of the parties who sign the Transaction Documents outside Brazil must be notarized by a public notary licensed pursuant to the laws of the place of signature and the signature of such public notary must be authenticated by the Brazilian Diplomatic Office with jurisdiction over the place of execution, except when such public notary is from a country that is signatory of the Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents dated of October 5, 1961 (“Apostille Convention”), in which case the authentication shall be made as provided therein; (c) the Transaction Documents (including the notarization and authentication of signatures) must be translated into Portuguese by a sworn translator in Brazil; and (d) the Transaction Documents together with it sworn translation must be registered with the appropriate Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) in Brazil;

(iv) any document in a foreign language will be admitted as evidence in the Brazilian courts or any other Brazilian public authority if translated into Portuguese by a sworn translator (tradutor juramentado) in Brazil;

SÃO PAULO – PAULISTA	SÃO PAULO – FARIA LIMA	RIO DE JANEIRO	BRASÍLIA	NEW YORK	LONDON
Al. Joaquim Eugênio de Lima 447	Av. Brg. Faria Lima 4100 6º andar	Praia do Flamengo 200 11º andar	SHS Q6 Bloco C Sala 1901	34 East 51st Street, 12th floor	5th floor, 32 Cornhill
01403 001 São Paulo SP Brasil	04538 132 São Paulo SP Brasil	22210 901 Rio de Janeiro RJ Brasil	70316 109 Brasília DF Brasil	New York, NY 10022 U.S.A.	London UK EC3V 3SG
T 55 11 3147 7600	T 55 11 3035 4050	T 55 21 3231 8200	T 55 61 3218 6000	T 1 646 695 1100	T 44 (0)20 7280 0160
www.mattosfilho.com.br

7

 

(v) any decision by a non-Brazilian court against any Brazilian Guarantor (except for a decision involving real estate located in Brazil, declaration of bankruptcy of a Brazilian entity or declaration of insolvency of any individual domiciled in Brazil, for which the Brazilian courts have exclusive jurisdiction) is enforceable in Brazil if previously confirmed by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça). The confirmation by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça) will occur without reexamination of the merits, and it is granted only if the non-Brazilian court decision:

(a) fulfills all formalities required for its enforceability under the laws of the country where it was issued;

(b) is rendered by an authority with jurisdiction over the matter;

(c) is rendered after the parties were duly served in accordance with applicable law (including, if made in Brazil, such service must be effected in accordance with the laws of Brazil), or after submission of sufficient evidence justifying the parties’ absence (revelia), as required by applicable law;

(d) is final and, therefore, not subject to appeal in the jurisdiction in which it was issued;

(e) is not against decisions protected by “res judicata” in Brazil;

(f) is not against Brazilian national sovereignty, human dignity, morality or public policy (soberania nacional, dignidade da pessoa humana, bons costumes or ordem pública); and

(g) was authenticated by a Brazilian Diplomatic Office in the country where it was issued, except when such decision was authenticated in a country that is signatory of the Apostille Convention, in which case the authentication shall be made as provided therein, together with a translation into Portuguese made by a sworn translator (tradutor juramentado) in Brazil;

(vi) any sum payable by any Brazilian Guarantor under the Transaction Documents, as applicable, as determined by a decision issued by the Brazilian courts will be converted at the rate of exchange prevailing on the date of such payment. In case of bankruptcy, all credits denominated in foreign currency must be converted into Brazilian currency at the rate of exchange of the date of declaration of bankruptcy. In the event of judicial recovery, all credits denominated in foreign currency will be converted into Brazilian currency at the exchange rate of the date before the Creditors’ Meeting in order to vote the restructuring plan. For the purpose of payment under the approved restructuring plan, credit in foreign currency will be converted into Brazilian currency at the exchange rate prevailing on the date of payment, unless otherwise agreed in the restructuring plan;

SÃO PAULO – PAULISTA	SÃO PAULO – FARIA LIMA	RIO DE JANEIRO	BRASÍLIA	NEW YORK	LONDON
Al. Joaquim Eugênio de Lima 447	Av. Brg. Faria Lima 4100 6º andar	Praia do Flamengo 200 11º andar	SHS Q6 Bloco C Sala 1901	34 East 51st Street, 12th floor	5th floor, 32 Cornhill
01403 001 São Paulo SP Brasil	04538 132 São Paulo SP Brasil	22210 901 Rio de Janeiro RJ Brasil	70316 109 Brasília DF Brasil	New York, NY 10022 U.S.A.	London UK EC3V 3SG
T 55 11 3147 7600	T 55 11 3035 4050	T 55 21 3231 8200	T 55 61 3218 6000	T 1 646 695 1100	T 44 (0)20 7280 0160
www.mattosfilho.com.br

8

 

(vii) in the event that a lawsuit is filed against any Brazilian Guarantor in Brazil, certain court costs and deposits may be due by the plaintiff. Any plaintiff not residing in Brazil or who is abroad during the course of a legal proceeding is required to post a bond (caução) to cover legal fees (including, but not limited to court and third party attorney's fees) if he/she/it does not possess any real estate in Brazil to guaranty such payment, except in the following cases: (a) when an international treaty or convention provides otherwise; (b) the lawsuit is an enforcement proceeding based on an execution instrument (título extrajudicial) or judgments/arbitral awards (título judicial); or (c) counterclaims;

(viii) in the event that any lawsuit is brought against any Guarantor, service of process upon such party, if made in Brazil, must be effected in accordance with the laws of Brazil;

(ix) in the event that any lawsuit is brought against any Brazilian Guarantor in a non-Brazilian court, request for service of process in Brazil must be carried out via rogatory letters (carta rogatória) to the Brazilian Superior Court of Justice (Superior Tribunal de Justiça), which shall have jurisdiction to grant exequatur to the service of process, if such request does not violate national sovereignty, human dignity, morality and/or public policy (soberania nacional, dignidade da pessoa humana, bons costumes or ordem pública);

(x) any decision determining any Brazilian Guarantor to make a payment will only be enforceable in the Brazilian courts if the amount to be paid is stipulated in the decision (certa, líquida e exigível) by the time the enforcement request (cumprimento de sentença) is brought against such Guarantor;

SÃO PAULO – PAULISTA	SÃO PAULO – FARIA LIMA	RIO DE JANEIRO	BRASÍLIA	NEW YORK	LONDON
Al. Joaquim Eugênio de Lima 447	Av. Brg. Faria Lima 4100 6º andar	Praia do Flamengo 200 11º andar	SHS Q6 Bloco C Sala 1901	34 East 51st Street, 12th floor	5th floor, 32 Cornhill
01403 001 São Paulo SP Brasil	04538 132 São Paulo SP Brasil	22210 901 Rio de Janeiro RJ Brasil	70316 109 Brasília DF Brasil	New York, NY 10022 U.S.A.	London UK EC3V 3SG
T 55 11 3147 7600	T 55 11 3035 4050	T 55 21 3231 8200	T 55 61 3218 6000	T 1 646 695 1100	T 44 (0)20 7280 0160
www.mattosfilho.com.br

9

 

(xi) pursuant to the laws of Brazil, injunctive reliefs are granted by the courts at its discretion, and therefore may not be granted or be available with respect to any particular provision of the Transaction Documents;

(xii) pursuant to the laws of Brazil, (a) a person or entity may not properly waive or be deprived of his/her/it right to file a claim in Brazilian court, and (b) a person or entity may not be deprived of his/her/its property without due process; therefore, any such waivers by any Brazilian Guarantor with respect to such rights and any such waivers to bring a claim against any of the parties to the Transaction Documents may not be enforced by a Brazilian court;

(xiii) any provisions of the Transaction Documents stipulating that any specification or determination will be conclusive and binding will not be conclusive and binding if such specification or determination is fraudulent or will not necessarily prevent judicial inquiry into the merits of any claims by an aggrieved party;

(xiv) according to the laws of Brazil, regardless of any contractual provision, a Brazilian judge has discretion to weigh in the evidence submitted to a Brazilian court;

(xv) pursuant to the Brazilian Code of Civil Procedure (Law No. 13,105/2015, as amended), certain properties, assets and revenues of Brazilian individuals are subject to immunity from, or restrictions to, lawsuits, executions, seizures and attachments. Such properties, assets and revenues include, inter alia, assets that have restraints upon their disposition, life insurance policies, property where the individual resides, certain personal properties, small rural properties (provided that such property is used by the owner’s family for livelihood), salaries of civil servants and pension payments;

(xvi) except as provided for in the Brazilian Bankruptcy Law or in the event of judicial recovery (recuperação judicial), a pari passu ranking in priority of payment does not require a debtor to make pro rata payment to its creditors under the laws of Brazil;

(xvii) pursuant to the laws of Brazil, the rights and/or obligations of a party to an agreement entered into by such party and other parties may not be amended, upon a unilateral decision of a party (even if it is most of the parties), without the consent of the party whose rights and/or obligations are being amended;

(xviii) contractual penalties may not exceed the amount of the main obligation of the related agreement. Brazilian courts may not grant damages for purposes other than the compensation of the injured party. This is especially the case with punitive damages, which are not admitted under the laws of Brazil;

SÃO PAULO – PAULISTA	SÃO PAULO – FARIA LIMA	RIO DE JANEIRO	BRASÍLIA	NEW YORK	LONDON
Al. Joaquim Eugênio de Lima 447	Av. Brg. Faria Lima 4100 6º andar	Praia do Flamengo 200 11º andar	SHS Q6 Bloco C Sala 1901	34 East 51st Street, 12th floor	5th floor, 32 Cornhill
01403 001 São Paulo SP Brasil	04538 132 São Paulo SP Brasil	22210 901 Rio de Janeiro RJ Brasil	70316 109 Brasília DF Brasil	New York, NY 10022 U.S.A.	London UK EC3V 3SG
T 55 11 3147 7600	T 55 11 3035 4050	T 55 21 3231 8200	T 55 61 3218 6000	T 1 646 695 1100	T 44 (0)20 7280 0160
www.mattosfilho.com.br

10

 

(xix) where a party is granted discretion or can determine a matter in its own opinion, the discretion must be exercised reasonably, and the determination must be based on reasonable grounds in order to be binding upon the other parties;

(xx) notwithstanding that the Transaction Documents expressly stipulate that it is governed by the laws of State of New York, United States of America, such law will only be recognized and enforced in Brazil if not against Brazilian national sovereignty, human dignity, morality or public policy (soberania nacional, dignidade da pessoa humana, bons costumes or ordem pública);

(xxi) the submission to the jurisdiction of the courts of the State of New York, United States of America, as stipulated by the Transaction Documents, constitutes a valid and legally binding obligation under the laws of Brazil, if (a) the contractual language makes it clear that courts of State of New York, United States of America, have non-exclusive jurisdiction; (b) the contract is deemed to be international by Brazilian courts; and (c) Brazilian courts do not have exclusive jurisdiction over any dispute arising therefrom. We cannot assert whether a court will consider each of the Transaction Documents to be an international contract, but, according to the laws of Brazil, a contract is international if (1) one of the parties is located in a foreign country; or (2) the performance of the contract is made in a foreign country. Furthermore, Brazilian courts have exclusive jurisdiction over matters involving real estate located in Brazil or declaration of bankruptcy by a Brazilian individual or entity;

(xxii) the remittance of any payments by any Brazilian Guarantor pursuant to the Transaction Documents shall be made in compliance with the applicable Brazilian foreign exchange regulations in effect on the date of the execution of the correspondent exchange agreement;

(xxiii) the laws of Brazil prohibit the private set-off of credits or amounts of any nature (compensação privada de créditos ou valores de qualquer natureza) to be remitted to and from Brazil whenever there is a violation of the Brazilian Central Bank regulations, such as in situations where actual remittances via foreign exchange transactions are required;

SÃO PAULO – PAULISTA	SÃO PAULO – FARIA LIMA	RIO DE JANEIRO	BRASÍLIA	NEW YORK	LONDON
Al. Joaquim Eugênio de Lima 447	Av. Brg. Faria Lima 4100 6º andar	Praia do Flamengo 200 11º andar	SHS Q6 Bloco C Sala 1901	34 East 51st Street, 12th floor	5th floor, 32 Cornhill
01403 001 São Paulo SP Brasil	04538 132 São Paulo SP Brasil	22210 901 Rio de Janeiro RJ Brasil	70316 109 Brasília DF Brasil	New York, NY 10022 U.S.A.	London UK EC3V 3SG
T 55 11 3147 7600	T 55 11 3035 4050	T 55 21 3231 8200	T 55 61 3218 6000	T 1 646 695 1100	T 44 (0)20 7280 0160
www.mattosfilho.com.br

11

 

(xxiv) according to the laws of Brazil, the appointment of the CSC Corporation, as described in the Indenture, is valid only for a certain period of time, but may be renewed from time to time. The appointment of the CSC Corporation as the Brazilian Guarantors’ agent for service of process, as described in the Indenture, is valid during the period of 36 (thirty-six) months according to the Brazilian Guarantors’ articles of association;

(xxv) the laws of Brazil do not expressly recognize the right of a "security or collateral agent" to enforce rights of a creditor against a debtor unless the "security or collateral agent" is also a creditor of such debtor with respect to the same obligation and all creditors of such debtor with respect to such obligation are joint and several. Therefore, there is no guaranty that a Brazilian court would allow a "security or collateral agent" to enforce each of the Transaction Documents with respect to obligations to the other secured creditors, if such "security or collateral agent" is not, or at any moment ceases to be, a creditor of each one of the obligations, or if all creditors (including such "security or collateral agent") are not or cease to be joint and several creditors with respect to each one of the obligations. In addition, as the laws of Brazil do not expressly recognize the right of a "security or collateral agent" to enforce rights of a creditor against a debtor, (a) the “security or collateral agent” may be required to be appointed by all present and future lenders under the credit agreement as attorney in fact (with ad judicia powers) to act on behalf of each of them in the foreclosure proceedings of the Transaction Documents in Brazil; and/or (b) all present and future lenders under the Transaction Documents may be required to act as the plaintiffs in the foreclosure proceedings of the Transaction Documents in Brazil;

(xxvi) the appointment of an agent as collateral agent and legal representative and with powers to act on behalf and for the benefit of the notes’ holders under the Indenture (“Holders”), including to receive any guaranty or security in its name, but on behalf and for the benefit of the Holders, must be valid under laws of the State of New York, United States of America (or other applicable law);

(xxvii) except as otherwise stipulated herein, and to the extent provided in paragraph 5 above, we are not passing upon and do not undertake any responsibility for the accuracy, completeness or fairness of the representations and warranties given by any Brazilian Guarantor in the Transaction Documents, as applicable, and we make no representation that we have independently verified the accuracy, completeness or fairness of such representations and warranties;

SÃO PAULO – PAULISTA	SÃO PAULO – FARIA LIMA	RIO DE JANEIRO	BRASÍLIA	NEW YORK	LONDON
Al. Joaquim Eugênio de Lima 447	Av. Brg. Faria Lima 4100 6º andar	Praia do Flamengo 200 11º andar	SHS Q6 Bloco C Sala 1901	34 East 51st Street, 12th floor	5th floor, 32 Cornhill
01403 001 São Paulo SP Brasil	04538 132 São Paulo SP Brasil	22210 901 Rio de Janeiro RJ Brasil	70316 109 Brasília DF Brasil	New York, NY 10022 U.S.A.	London UK EC3V 3SG
T 55 11 3147 7600	T 55 11 3035 4050	T 55 21 3231 8200	T 55 61 3218 6000	T 1 646 695 1100	T 44 (0)20 7280 0160
www.mattosfilho.com.br

12

 

(xxviii) we express no opinion as to the validity, binding effect and enforceability of any provision of the Transaction Documents, (a) providing for indemnification and contribution by the parties to certain losses, claims, damages and liabilities caused or incurred by other parties thereto, (b) exempting a party from, or requiring indemnification of a party for, its own action or inaction, to the extent such action or inaction involves gross negligence or wilful or unlawful conduct (culpa or dolo); (c) involving monetary conversion of decisions rendered by an arbitral tribunal and by Brazilian courts; and (d) involving indemnification by one party to the Transaction Documents against any loss resulting from monetary conversion of the amount payable due to decisions rendered by court or arbitral award in another currency (e.g., currency variation and/or exchange rate losses); and

(xxix) in rendering the opinions set forth herein, we note that any conclusion on any particular issue is not a guarantee or prediction of a court decision, but our opinion as to what would be an appropriate decision by a court when properly presented with the facts and assumptions we have relied on are established.

FINAL CONSIDERATIONS

8.                     This Opinion is addressed to you solely for the purpose of filing the Registration Statement and may not be transmitted to anyone else nor is it to be relied upon by anyone else or for any other purpose.

9.                     This Opinion is limited to the matters and transactions expressly stated herein and does not extend to and is not to be read as extended by implication to, any other matter or transaction in connection with the Transaction Documents or the transactions or documents referred to therein.

10.                   This Opinion speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind including any change of law or fact that may occur after the date of this Opinion even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this Opinion. Accordingly, you should seek advice of your counsel as to the proper application of this Opinion at such time.

11.                   We hereby (i) consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement and to the use of this Opinion as an exhibit to the Registration Statement; and (ii) allow Conyers Dill & Pearman and Gibson, Dunn & Crutcher LLP to rely as to matters of the laws of Brazil on this Opinion in rendering its opinions to be filed with the Registration Statement.

12.                   This Opinion will be governed by and construed in accordance with the laws of Brazil in effect on the date hereof.

SÃO PAULO – PAULISTA	SÃO PAULO – FARIA LIMA	RIO DE JANEIRO	BRASÍLIA	NEW YORK	LONDON
Al. Joaquim Eugênio de Lima 447	Av. Brg. Faria Lima 4100 6º andar	Praia do Flamengo 200 11º andar	SHS Q6 Bloco C Sala 1901	34 East 51st Street, 12th floor	5th floor, 32 Cornhill
01403 001 São Paulo SP Brasil	04538 132 São Paulo SP Brasil	22210 901 Rio de Janeiro RJ Brasil	70316 109 Brasília DF Brasil	New York, NY 10022 U.S.A.	London UK EC3V 3SG
T 55 11 3147 7600	T 55 11 3035 4050	T 55 21 3231 8200	T 55 61 3218 6000	T 1 646 695 1100	T 44 (0)20 7280 0160
www.mattosfilho.com.br

13

EX-5.18

Exhibit 5.18

	Mourant Ozannes (Jersey) LLP
	22 Grenville Street St Helier Jersey JE4 8PX Channel Islands
	T +44 1534 676 000 F +44 1534 676 333

Valaris Limited

Clarendon House

2 Church Street

Hamilton

HM 11

Bermuda

(the Addressee)

March 7, 2022

Our ref:      8048662/82860701/5

Dear Sirs and Mesdames

Ensco Jersey Finance Limited (the Company)

1. Legal opinion

1.1 We have acted as legal advisers to the Company as to matters of Jersey law in connection with the Documents (as defined in paragraph 2.1 below). This is our legal opinion relating to the Company and the Documents.

1.2 Terms defined in Schedule 2 bear that meaning throughout this opinion and its schedules. References in this opinion to a Schedule are references to a schedule of this opinion.

2. Documents and searches

To give this opinion we have done the following:

2.1 We have examined a copy of each of the documents listed in Part A of Schedule 1 (together, the Documents and Document means any of them) and the other documents listed in Part B of Schedule 1.

2.2 We have made the following searches (together, the Searches):

(a) a search made on March 4, 2022 of the public record of the Company maintained by the Registrar (the Company Search);

(b) an enquiry made on March 3, 2022 of the office of the Viscount (the executive officer of the Jersey courts) in relation to the Company (the Bankruptcy Search); and

(c) an enquiry, to which we received a reply on March 3, 2022, made at the office of the Judicial Greffier (the clerk to the Jersey courts) in relation to the Company (the Winding Up Search).

Mourant Ozannes (Jersey) LLP is registered as a limited liability partnership in Jersey with registered number LLP112

On 1 February 2021 the business previously conducted by the Jersey partnership of Mourant Ozannes (the ‘Previous Firm’) was transferred to Mourant Ozannes (Jersey) LLP a limited liability partnership registered by the partners of the Previous Firm pursuant to the Limited Liability Partnerships (Jersey) Law 2017. The LLP is responsible for performing all contracts of the Previous Firm (including client engagements), discharging the creditors of the Previous Firm and meeting liabilities of the Previous Firm

BVI  |  CAYMAN ISLANDS  |  GUERNSEY  |  HONG KONG  |  JERSEY  |  LONDON mourant.com

3. Assumptions

To give this opinion we have made the following assumptions (which we have not verified):

3.1 Each document examined by us:

(a) whether it is an original or a copy, is (along with any date, signature, electronic signature, initial, stamp or seal on it) genuine and complete, up-to-date and (where applicable) in full force and effect; and

(b) was (where it was executed after we reviewed it) executed in materially the same form as the last draft of that document examined by us.

3.2 The duly appointed directors of the Company are Jonathan Paul Cross and John Alexander Campbell Winton and the duly appointed secretary is Mourant Governance Services (Jersey) Limited. Michael Terence McGuinty was a duly appointed director of the Company on April 30, 2021.

3.3 Each director of the Company (and any alternate) has disclosed to the Company any interests that, directly or indirectly, conflict or may conflict to a material extent with the interests of the Company or any of its subsidiaries with regard to the transactions and other matters recorded in the Written Resolutions and such disclosures are recorded in the Written Resolutions or previous board minutes of the Company.

3.4 The Director Resolutions were duly passed, are in full force and effect, have not been amended, revoked or superseded, are an accurate record of the proceedings described in them and any meeting at which such resolutions were passed was duly convened and quorate throughout.

3.5 No agreements or arrangements exist which restrict the powers and authority of the directors of the Company in any way and no resolution has been passed by the directors, any committee of directors or the shareholders of the Company to limit the powers of the directors to authorise: (a) the carrying on of business by the Company in any manner; or (b) the affixing of the company seal (if any) by the Company to any document.

3.6 The Constitutional Documents are in full force and effect and have not been amended or superseded and neither the Company nor its shareholders are party to any shareholders agreement.

3.7 Each Document has been signed on behalf of the Company by the person(s) authorised by the Company pursuant to the Director Resolutions to sign it and it has been dated and unconditionally delivered on behalf of the Company.

3.8 Each Document has been signed on behalf of the Company by the use of an electronic signature:

(a) which signature was affixed by an authorised signatory of the Company with an intent to authenticate that Document; and

(b) the Company's acceptance of that Document was communicated by means of an e-signature platform (i.e. DocuSign) to the Company's lawyers, Kirkland & Ellis LLP, and by them by email to Mourant Ozannes (Jersey) LLP, and Kirkland & Ellis LLP were authorised by the Company to date that Document or to approve that that Document be dated on behalf of the Company.

3.9 Each party to each Document (other than, as a matter of Jersey law, the Company) has:

(a) the capacity and power;

(b) taken all necessary action; and

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(c) obtained or made all necessary agreements, approvals, authorisations, consents, filings, licences, registrations and qualifications (whether as a matter of any law or regulation applicable to it or as a matter of any agreement binding on it),   to execute, and perform its obligations under, that Document and that Document has been executed by each such party.

3.10 The obligations assumed by each party to each Document are legal, valid, binding and enforceable in accordance with their terms as a matter of all applicable laws other than Jersey law.

3.11 In causing the Company to enter into each Document, each of the directors of the Company was acting in good faith with a view to the best interests of the Company and was exercising the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

3.12 The Company is able to pay its debts as they fall due and will not become unable to do so as a result of executing, or performing its obligations under, the Documents and no steps have been taken or applications made by any creditor of, and no steps have been taken or resolutions passed by, the Company to wind up the Company.

3.13 The Company, in entering into any Document, is acting as principal on its own behalf and not as an agent or trustee or in any other capacity.

3.14 The Company is not, and is not owned or controlled directly or indirectly by, a state of sovereign entity.

3.15 There are no:

(a) arrangements, agreements or instruments to which the Company is party (other than its memorandum and articles of association);

(b) regulatory consents issued to the Company; or

(c) resolutions passed by the Company,

the terms of which could affect, conflict with, or be breached by, the terms of any Document.

3.16 The choice of the governing law of each Document has been made in good faith.

3.17 Any security purported to be created by the Documents in any collateral is perfected and creates the security it purports to create over such collateral.

3.18 All filings required to be made in relation to the Company with the Registrar have been made and the information disclosed by the Company Search was at the time of such search (and remains) accurate and complete and there was nothing filed that did not appear on the records of the Company when searched.

3.19 The Good Standing Certificate remains accurate and complete in all respects.

3.20 The information disclosed by the Bankruptcy Search and the Winding Up Search was at the time of the searches (and remains) accurate and complete.

4. Opinion

Subject to the assumptions, qualifications and limitations set out in this opinion, and to matters not disclosed to us, we are of the following opinion:

4.1 Status: the Company is incorporated under the Companies (Jersey) Law 1991 and is validly existing and in good standing under Jersey law. For these purposes, good standing means only that there are no outstanding annual returns or accounts to be filed by the Company and that the Registrar has not initiated any action to strike the Company's name off the register of Jersey companies.

3

4.2 Capacity and power: the Company has the capacity and power to enter into and perform its obligations under each Document and has taken the necessary corporate action to authorise the due execution and performance of its obligations under each such Document.

4.3 No conflict: the execution by the Company of, and the performance of its obligations under, each Document does not contravene its memorandum and articles of association or any law or regulation of general application in Jersey.

4.4 Legal validity: the obligations assumed by the Company in each Document constitute legal, valid, binding and enforceable obligations of the Company.

4.5 Company Search: the Company Search disclosed no evidence of any shareholder resolution or court order for the winding up or dissolution of the Company or the appointment of any liquidator, receiver or other similar official in respect of the Company or any of its assets.

4.6 Bankruptcy Search: the Bankruptcy Search disclosed no evidence that a declaration has been made that the property of the Company is en désastre.

4.7 Winding Up Search: the Winding Up Search disclosed no evidence that a creditor has made an application to wind up the Company in Jersey.

5. Qualifications

Our opinion is subject to the following qualifications:

5.1 This opinion is subject to all laws and legal procedures of general application affecting or relating to the rights of creditors or secured creditors (including, without limitation, those relating to proceeds of crime and terrorism, sanctions, civil and criminal asset forfeiture, bank recovery and resolution, bankruptcy, dissolution, insolvency, re-organisation, winding up, liquidation, moratorium and court schemes).

5.2 The term enforceable, when used in our opinion at paragraph 4.4 (Legal validity) above, means that the obligations are of a type which the Jersey courts will enforce. It does not mean that those obligations will necessarily be enforced in all circumstances or in accordance with their terms or that any particular remedy will be available. In particular, but without limitation:

(a) enforcement may be limited by general principles of equity (for example, equitable remedies such as specific performance and injunction are discretionary and may not be available where damages are considered to be an adequate remedy);

(b) enforcement of obligations may be invalidated by reason of duress, fraud, misrepresentation, mistake or undue influence;

(c) contractual obligations that are regarded as penalties (for example, default interest provisions) may not be enforceable or may be liable to be reduced if found to exceed the maximum damages which the claimant could have suffered as a result of a breach of contract;

(d) the Jersey courts will not enforce the terms of an agreement if:

(i) they are, or their performance would be, illegal or contrary to public policy in Jersey or in any other jurisdiction; or

(ii) they would conflict with or breach applicable sanctions or exchange control regulations;

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(e) the Jersey courts may not enforce the terms of an agreement:

(i) if it has been signed by a party or a duly authorised signatory of a party by affixing the party's or authorised signatory's electronic signature and such electronic signature was (in the case of a party that is a body corporate or separate legal entity) affixed by an agent of the authorised signatory of that party on behalf of that authorised signatory (or, if the authorised signatory was itself a body corporate or separate legal entity, affixed by an agent of a duly authorised signatory of that body corporate or separate legal entity on behalf of that authorised signatory);

(ii) for the payment or reimbursement of, or indemnity against, the costs of enforcement (actual or contemplated) or of litigation brought before Jersey or foreign courts or where such courts have themselves made an order for costs;

(iii) that constitute an agreement to negotiate or an agreement to agree;

(iv) that would involve the enforcement of any foreign revenue, penal or other public laws (or an indemnity in respect thereof);

(v) that purport to exclude the jurisdiction of the Jersey courts;

(vi) that relate to confidentiality (which may be overridden by the requirements of legal process);

(vii) that provide that any of the terms of that agreement can only be amended or waived in writing (and not orally or by course of conduct); or

(viii) that permit the severance of illegal, invalid or unenforceable terms;

(f) a judgment of a Jersey or foreign court given in respect of contractual obligations may be held to supersede them (so they may not survive such judgment even if expressed to do so);

(g) the Jersey courts may refuse to allow unjust enrichment or to give effect to any provisions of an agreement that they consider usurious;

(h) provisions in an agreement or in articles of association that purport to fetter any statutory power in relation to a Jersey company may not be enforceable;

(i) claims may become time barred or may be subject to rights and defences of abatement, acquiescence, counter-claim, estoppel, frustration, laches, set-off, waiver and similar defences;

(j) the effectiveness of terms that seek to exclude or limit a liability or duty otherwise owed, or to indemnify a person in respect of a loss caused by the act or omission of that person, may be limited by law;

(k) (save for an indemnity given to a former trustee which may be enforced by a person in respect of whom it is provided) only a party to an agreement governed by Jersey law may enforce its terms; and

(l) where any party to an agreement is party to it in more than one capacity that party may not be able to enforce obligations purportedly owed by it to itself.

5.3 Where a director fails, in accordance with the Companies (Jersey) Law 1991, to disclose an interest in a transaction entered into by a Jersey company or its subsidiary which conflicts, or may conflict to a material extent, with the interests of the company, the transaction is voidable.

5

5.4 The enforceability of a person's obligations may be limited to the extent that such person successfully pleads either:

(a) the droit de discussion (whereby a guarantor may require the beneficiary of the guarantee to exhaust the assets of the principal debtor before making a claim against the guarantor); or

(b) the droit de division (whereby a co-obligor may require the person owed a joint obligation to make simultaneous claims in appropriate proportions upon all the co-obligors, thereby limiting its own liability),

unless the person has expressly waived such rights.

5.5 The Jersey courts may:

(a) hold that despite any term of an agreement to the contrary:

(i) any certificate, calculation, determination or designation of any party to the agreement is not conclusive, final and/or binding;

(ii) any person exercising any discretion, judgment or opinion under the agreement must act in good faith and in a reasonable manner; and

(iii) any power conferred by the agreement on one party to require another party to execute such documents or do such things as the first party requires must be exercised reasonably; and

(b) imply terms (for example, good faith between parties in relation to the performance of obligations) into an agreement governed by Jersey law.

5.6 Pursuant to the Powers of Attorney (Jersey) Law 1995:

(a) subject to paragraph (b) below, a power of attorney is revoked by the death, incapacity or bankruptcy of a donor that is an individual or the bankruptcy or dissolution of a donor that is a body corporate;

(b) where a power of attorney is expressed to be irrevocable (for any period) and is given:

(i) for the purpose of facilitating the exercise of powers of a secured party under the Security Interests (Jersey) Law 2012 (the Security Law) or of powers given pursuant to a security agreement (as defined in the Security Law); or

(ii) pursuant to, or in connection with, or for the purpose of, or ancillary to, security governed by a law other than Jersey law,

it is not revoked by the death, incapacity, bankruptcy or dissolution of the donor; and

(c) subject to paragraphs (a) and (b) above, a power of attorney may be expressed to be irrevocable for any period not exceeding one year from the date on which it is granted or the date on which it comes into effect, whichever is the later.

For the purposes of this paragraph, power of attorney may include the appointment of an agent or other grant of authority.

6

5.7 Where a foreign law is expressly selected to govern an agreement:

(a) matters of procedure upon enforcement of the agreement and assessment or quantification of damages will be determined by the Jersey courts in accordance with Jersey law;

(b) the proprietary effects of the agreement may be determined by the Jersey courts in accordance with the domestic law of the place where the relevant property is situate;

(c) the mode of performance of the agreement may be determined by the Jersey courts in accordance with the law of the place of performance; and

(d) that law may not be applied by the Jersey courts to non-contractual obligations arising out of the agreement (even if expressly selected to do so).

5.8 The Jersey courts may:

(a) stay or set aside proceedings where:

(i) there is a more appropriate forum than Jersey where the action should be heard;

(ii) earlier or concurrent proceedings have been commenced outside Jersey; or

(iii) there has already been a final and conclusive judgment given on the merits by a foreign court of competent jurisdiction (according to Jersey conflict of laws rules); and

(b) grant injunctions restraining the commencement or continuance of proceedings outside Jersey.

5.9 Despite any contractual rights of set-off in an agreement, if a party is subject to a creditors' winding-up or its property is declared en désastre and there have been mutual credits, debts or other dealings between that party and another, an account shall be taken, as at the date of commencement of the creditors' winding-up or the declaration en désastre, of what is due from one to the other in respect of such mutual credits, debts or other dealings, and the sum due from one shall be set-off against any sum due from the other, and the balance, and no more, shall be claimed or paid by either party.

5.10 The Company Search is not conclusively capable of revealing whether or not a shareholder resolution has been passed (or an order made) for:

(a) the winding up or dissolution of the Company; or

(b) the appointment of a liquidator, receiver or other similar official in respect of the Company or any of its assets,

as notice of these matters is either not required to be filed at all (in the case of appointments of receivers or other similar officials) or it is required to be filed, but not immediately and notice may not be filed within the time periods prescribed by law or entered on the public record of the relevant Company immediately. In addition, the Company Search is not capable of revealing whether or not an application by a creditor to wind up the Company has been made.

5.11 The Bankruptcy Search relates only to the making of a declaration that the property of the Company is en désastre. There is no formal procedure for determining whether the Company has otherwise become bankrupt (as defined in the Interpretation (Jersey) Law 1954).

7

5.12 The Winding Up Search:

(a) is given only to the best of the knowledge and belief of the officer providing it; and

(b) is not conclusively capable of revealing whether or not an application has been made by a creditor to wind up the Company (as details of the application may not have been entered on the records of the Judicial Greffier immediately).

6. Limitations

6.1 This opinion is limited to the matters expressly stated in it and it is given solely in connection with the Company's entry into the Documents.

6.2 We have examined only the documents listed in Part A and Part B of Schedule 1 and have undertaken only the Searches for the purposes of issuing this opinion. We have not examined any term or document incorporated by reference, or otherwise referred to, whether in whole or part, in any Document and we offer no opinion on any such term or document.

6.3 We offer no opinion:

(a) on whether the commercial terms of any Document reflect or achieve the intentions of the parties (unless otherwise expressly stated in this opinion);

(b) on any factual statement, representation or warranty made or given in any Document (unless otherwise expressly stated in this opinion);

(c) on whether the Company will perform its obligations under any Document;

(d) as to the title or interest of the Company to or in, or the existence or value of, any property or collateral the subject of any Document; and

(e) on any security purported to be created under foreign law over Jersey situate property.

6.4 We have made no investigation of, and express no opinion with respect to, the laws of any jurisdiction other than Jersey or the effect of any Document under such laws.

6.5 We assume no obligation to update the Addressee or any other person in relation to changes of fact or law that may have a bearing on the continuing accuracy of this opinion.

7. Governing law

This opinion, and any non-contractual obligations arising out of it, shall be governed by, and construed in accordance with:

(a) Jersey law; and

(b) extra-statutory guidance issued by any governmental, regulatory or tax authority in Jersey,

in force, and as amended, on the date of this opinion.

8. Reliance

8.1 This opinion is only addressed to, and for the benefit of, the Addressee and, subject to paragraphs 8.2 and 8.3 below, it may not, without our prior written consent, be disclosed to, used or relied upon by, any other person or be relied upon, referred to or made public, for any other purpose whatever.

8

8.2 We consent to this opinion being disclosed to:

(a) the legal advisers of the Addressee (acting in that capacity); and

(b) any person to whom disclosure is required to be made by applicable law or court order or pursuant to the rules or regulations of any regulatory authority or in connection with any judicial proceedings,

on the basis that: (i) such disclosure is made solely to enable any such person to be informed that an opinion has been given and to be made aware of its terms but not for the purposes of reliance; (ii) we do not assume any duty or liability to any person to whom such disclosure is made; and (iii) in preparing this opinion we only had regard to the interests of our client(s).

8.3 We hereby consent to the reference to Mourant Ozannes (Jersey) LLP under the caption "Legal Matters" in the Registration Statement and to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated by the US Securities and Exchange Commission under the Securities Act. We are aware that Conyers Dill & Pearman and Gibson, Dunn & Crutcher LLP will rely on this opinion for the purposes of filing the Registration Statement.

Yours faithfully

/s/ Mourant Ozannes (Jersey) LLP

Mourant Ozannes (Jersey) LLP

9

Schedule 1

Part A - Documents

1. The Collateral Agency Agreement;

2. the Indenture; and

3. the Security Agreement.

Part B - Other documents examined

4. The Constitutional Documents;

5. the Good Standing Certificate;

6. the Registration Statement; and

7. the Written Resolutions.

Schedule 2

Definitions

1. Collateral Agency Agreement means a New York law governed collateral agency agreement dated April 30, 2021 between, amongst others, Valaris Limited (as the company and a grantor), each of the other grantors from time to time party thereto (including the Company) and Wilmington Savings Fund Society, FSB (as security trustee);

2. Constitutional Documents means the certificates of incorporation and the memorandum and articles of association of the Company and all resolutions or agreements or acts of court to which the provisions of articles 100 or 125 of the Companies (Jersey) Law 1991 apply;

3. Director Resolutions means the resolutions of the directors of Company passed on April 30, 2021 and June 11, 2021;

4. Good Standing Certificate means the certificate issued by the Registrar (or his deputy or assistant) on March 3, 2022 in relation to the Company;

5. Indenture means the New York law governed indenture deed dated April 30, 2021 between, amongst others, Valaris Limited (as grantor), the Company (as guarantor) and Wilmington Savings Fund Society, FSB (as trustee);

6. Notes means the senior secured first lien notes due 2028 issued pursuant to the Indenture;

7. Registrar means the Jersey Registrar of Companies;

8. Registration Statement means a registration statement on Form S-3 dated March 7, 2022 relating to, among other things, the registration of the Notes under the Securities Act;

9. Securities Act means the US Securities Act of 1933;

10. Security Agreement means a New York law governed security agreement dated April 30, 2021 and made between, amongst others, Valaris Limited (as grantor), each other grantor from time to time party thereto (including the Company) and Wilmington Savings Fund Society, FSB (as first lien collateral agent);

10

11. Written Resolutions means the written resolutions recording, among other things, the Director Resolutions; and

12. a reference to:

(a) electronic signature has the meaning given to it in Article 1 of the Electronic Communications (Jersey) Law 2000 (but, for the avoidance of doubt, a scanned copy of a wet-ink signature is not an electronic signature);

(b) executed and its other grammatical forms mean (unless the context requires otherwise) that a document has been signed, dated and unconditionally delivered;

(c) Jersey regulatory consents is a reference to any approvals, authorisations, consents, licences, permits or registrations of any administrative, governmental, judicial or other regulatory agency or authority in Jersey; and

(d) signed means that a document has been duly signed or sealed (and signature is to be construed accordingly).

11

EX-5.19

Exhibit 5.19

One Battery Park Plaza New York, New York 10004 telephone: (212) 574-1200 facsimile: (212) 480-8421 www.sewkis.com	901 K Street, N.W. Washington, DC 20001
	Telephone: (202) 737-8833
	Facsimile: (202) 737-5184

March 4, 2022

Valaris Limited

Clarendon House, 2 Church Street

Hamilton, Bermuda, HM 11

Re:      Valaris Limited

Ladies and Gentlemen:

We have acted as special Marshall Islands counsel to Valaris Limited, a Bermuda exempted company (the “Company”) and its wholly-owned subsidiary, ENSCO Offshore International Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Marshall Islands Guarantor”) in connection with (a) the Company’s registration for resale under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 filed on or about the date hereof (the “Registration Statement”) of, inter alia, the Company’s Senior Secured First Lien Notes due 2028 (the “Notes”) and (b) the guarantees of the Notes by the Marshall Islands Subsidiary and certain other direct or indirect wholly-owned subsidiaries of the Company pursuant to the indenture dated as of April 30, 2021 by and among the Company, the Marshall Islands Guarantor, the other subsidiary guarantors and Wilmington Saving Fund Society, FSB as trustee and first lien collateral agent (the “Indenture”).

In formulating our opinion, we have examined (a) the Marshall Islands Guarantor’s articles of incorporation and bylaws, (b) the Registration Statement, (c) the Indenture and (d) the originals, or copies identified to our satisfaction, of such corporate records and corporate actions of the Company or the Marshall Islands Guarantor, certificates of public officials, officers of the Company or Marshall Islands Guarantor and such other persons, and such other documents, agreements and instruments as we have deemed necessary as a basis for the opinions expressed below.

In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the genuineness of the signatures of persons signing all documents, the persons identified as officers of the Company or Marshall Islands Guarantor are serving as such and, as to factual matters, the truth, accuracy and completeness of the information, representations and warranties contained in the Registration Statement and such other documents, agreements and instruments.

Valaris Limited
March 4, 2022
Page 2 of 2

We have further assumed for the purposes of the opinions expressed herein, without investigation, that the Notes are validly issued and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

(1)          The Marshall Islands Guarantor is validly existing as a corporation in good standing under the laws of the Republic of the Marshall Islands based solely on a certificate of good standing dated as of March 3, 2022.

(2)            The Marshall Islands Guarantor has all requisite power and authority under its Articles of Incorporation and Bylaws to enter into, execute and perform its obligations under the Indenture, and the Indenture has been duly authorized, executed and delivered by the Marshall Islands Guarantor.

This opinion is limited to the laws of the Republic of the Marshall Islands as in effect on the date hereof. This opinion is as of the date hereof and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to us under the heading "Legal Matters," without admitting we are "experts" within the meaning of the Securities Act or the rules and regulations of the Commission promulgated thereunder with respect to any part of the Registration Statement.

Very Truly Yours,

/s/ Seward & Kissel LLP

EX-5.20

Exhibit 5.20

One Bunhill Row London EC1Y 8YY T +44 (0)20 7600 1200 F +44 (0)20 7090 5000

	4 March 2022
Valaris Limited	Your reference
Clarendon House 2 Church Street Hamilton, HM 11 Bermuda
	Our reference
	SVS/EQC
	Direct line +44 (0) 20 7090 5104

Dear Sirs,

Registration Statement on Form S-3 of Valaris Limited (the “Issuer”) dated 7 March 2022 (the “Registration Statement”) in relation to the US$550,000,000 notes due 2028 (the “Notes”)

We have acted as English legal advisers to the Issuer. This opinion is addressed to you in connection with the Registration Statement in relation to the Notes, as filed by the Issuer with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933 (as amended) (the “Securities Act”). The Notes were issued under an indenture dated 30 April 2021 between (1) the Issuer, (2) certain subsidiaries of the issuer as guarantors and (3) Wilmington Savings Fund Society, FSB as Trustee and First Lien Collateral Agent (the “Indenture”). The Issuer’s obligations under the Indenture and the Notes are guaranteed by certain English subsidiaries of the Issuer, comprising (i) the private limited companies listed in Schedule 1 (the “Company Guarantors”) and (ii) the limited partnership (the “LP Guarantor”) listed in Schedule 2 (the Company Guarantors and the LP Guarantor together, the “Guarantors”).

Unless otherwise defined in this letter, expressions defined in the Schedules to this letter have the same meanings when used in this letter.

For the purposes of this letter, we have examined the documents listed in Schedule 3 or copies thereof, and the Searches mentioned in Schedule 3 have been carried out.

SJ Cooke   SM Edge   PP Chappatte  
PH Stacey   DL Finkler   SP Hall   PWH Brien   SR Galbraith   AG Ryde   JAD Marks   DA Wittmann TS Boxell   JC Twentyman   DJO Schaffer   AC Cleaver   DR Johnson   RA Swallow   CS Cameron   PJ Cronin   BJ-PF Louveaux   E Michael   RR Ogle   PC Snell   HL Davies   JC Putnis   RA Sumroy   JC Cotton   RJ Turnill   WNC Watson  
CNR Jeffs   SR Nicholls   MJ Tobin   DG Watkins  
BKP Yu   EC Brown   RA Chaplin   J Edwarde   AD Jolly   S Maudgil   JS Nevin   JA Papanichola
RA Byk   GA Miles   GE O'Keefe  
MD Zerdin   RL Cousin   BJ Kingsley  
IAM Taylor  
DA Ives   MC Lane   LMC Chung   RJ Smith   MD’AS Corbett PIR Dickson IS Johnson   RM Jones   EJ Fife   JP Stacey   LJ Wright   JP Clark   WHJ Ellison  
AM Lyle-Smythe
A Nassiri   DE Robertson  
TA Vickers   RA Innes   CP McGaffin   CL Phillips   SVK Wokes  
NSA Bonsall   RCT Jeens   V MacDuff   PL Mudie   DM Taylor   RJ Todd   WJ Turtle   OJ Wicker   DJO Blaikie  
CVK Boney   F de Falco   SNL Hughes   PR Linnard   KA O’Connell  
N Yeung   CJCN Choi   NM Pacheco CL Sanger   HE Ware   HJ Bacon   TR Blanchard  
NL Cook   AJ Dustan   HEB Hecht   CL Jackson   OR Moir   S Shah   G Kamalanathan
JE Cook   CA Cooke   LJ Houston   CW McGarel-Groves
PD Wickham   Authorised and regulated
by the Solicitors
Regulation Authority
Firm SRA number55388

This letter sets out our opinion on certain matters of English law as at today’s date and as currently applied by the English courts. We have not made any investigation of, and do not express any opinion on, any other law, in particular the laws of the State of New York (“New York Law”) and of the United States of America. This letter is to be governed by and construed in accordance with English law.

For the purposes of this letter, we have assumed:

(A) that the copy (including electronic copy) documents examined by us are complete and accurate as at today’s date and conform to the originals;

(B) that all signatures (including those effected electronically) on the executed documents which, or copies of which, we have examined are genuine;

(C) that the Indenture has been duly executed and unconditionally delivered by each party to it;

(D) the capacity, power and authority of each party other than the Guarantors to execute, deliver and exercise its rights and perform its obligations under the Indenture and the Notes;

(E) that the execution of the Indenture, the issue of the Notes, the giving of the guarantees under the Indenture or the exercise of its rights or performance of its obligations under the Indenture do not and will not cause any Company Guarantor or its directors to be in default of any borrowing, guarantee or similar restriction to which it is subject;

(F) that the execution of the Indenture, the issue of the Notes, the giving of the guarantees under the Indenture or the exercise of its rights or performance of its obligations under the Indenture do not and will not cause the LP Guarantor or its partners to be in default of any borrowing, guarantee or similar restriction to which it is subject;

(G) that the copy of the memorandum and articles of association of each Company Guarantor examined by us is complete and up to date and would, if issued today, comply, as respects the articles of association, with Section 36 of the Companies Act 2006;

(H) that the copy of the limited partnership agreement of the LP Guarantor examined by us is complete and up to date, save for any assignment or transfer of a partnership interest registered under form LP6 at Companies House;

(I) that any assignment or transfer of a partnership interest in the LP Guarantor did not contravene the relevant limited partnership agreement, has been duly executed, is valid, binding and enforceable under the laws under which it is expressed to be subject and has been properly registered under form LP6 at Companies House;

Page 2/Valaris Limited/4 March 2022

(J) the capacity, power and authority of each party to enter into and be bound by the limited partnership agreement of the LP Guarantor;

(K) that the limited partnership agreement of the LP Guarantor is valid, binding and enforceable in accordance with its terms;

(L) that the limited partnership agreement of the LP Guarantor was entered into by each party thereto in good faith under the powers conferred on it by its constitutive documents and in furtherance of its objects and is binding upon each party thereto;

(M) that Ensco Transcontinental II LLC, the general partner of Ensco Transcontinental II LP, is validly existing and in good standing and that it had the capacity, power and authority to execute the Indenture and to exercise any rights and perform any obligations under the Indenture in each case on behalf of Ensco Transcontinental II LP;

(N) that the parties to the limited partnership agreement of the LP Guarantor carry on a business in common with a view of profit;

(O) the due execution, issue and authentication of the Notes;

(P) that the information disclosed by (i) the entries shown on the GlobalX print outs obtained by us, extracted from the Companies House database on 4 March 2022 of the file of each Guarantor maintained at Companies House and (ii) the results of a search at the Central Registry of Winding-Up Petitions in respect of each Guarantor on 4 March 2022 at the time specified in paragraph 8 of Schedule 3 (together, the “Searches”) was at the date and time each was conducted, complete, up to date and accurate in all respects and has not since then been altered or added to and those Searches did not fail to disclose any information relevant for the purposes of this opinion;

(Q) that (i) no proposal has been made for a voluntary arrangement, and no moratorium has been obtained, in relation to each Guarantor under Part I or Part A1 of the Insolvency Act 1986 (as amended) (including as applied by the Insolvent Partnerships Order 1994 (as amended)), (ii) each Guarantor has not given any notice in relation to or passed any winding-up resolution, (iii) no application or filing has been made or petition presented to a court, and no order has been made by a court, for the winding- up or administration of, or commencement of a moratorium in relation to, each Guarantor, and no step has been taken to strike off or dissolve any of the Guarantors, (iv) no liquidator, administrator, monitor, nominee, supervisor, receiver, administrative receiver, trustee in bankruptcy or similar officer has been appointed in relation to each Guarantor or any of its assets or revenues, and no notice has been given or filed in relation to the appointment of such an officer, and (v) no insolvency proceedings or analogous procedures have been commenced in any jurisdiction outside England and Wales in relation to each Guarantor or any of its assets or revenues;

Page 3/Valaris Limited/4 March 2022

(R) no steps have been taken by any person, nor has any proposal been made by any person, which relate to or would or might result in the dissolution, termination or winding up of any Guarantor (whether under any limited partnership agreement or otherwise);

(S) the LP Guarantor has at all times qualified as a limited partnership under the Limited Partnerships Act 1907 and continues to satisfy the conditions and requirements necessary for it to qualify as a limited partnership under the Limited Partnerships Act 1907;

(T) the accuracy and completeness of the statements made in the Officer’s Certificate referred to in Schedule 3, and that such statements remain accurate and complete as at the date of this opinion;

(U) that the resolutions referred to in paragraph 4 of Schedule 3 have not been rescinded or amended or superseded in any way;

(V) that the directors of each Company Guarantor have complied with their duties as directors in so far as relevant to this opinion letter;

(W) that the general partners and limited partners of the LP Guarantor have complied with their obligations as partners, including under the Partnership Act 1890 and the Limited Partnerships Act 1907, in so far as they apply and are relevant to this opinion letter;

(X) that any subordinate legislation originally made under the European Communities Act 1972 and relevant to this opinion is valid in all respects;

(Y) that insofar as any obligation under the Indenture is to be performed in, or is otherwise subject to, any jurisdiction other than England and Wales, its performance will not be illegal or ineffective or contrary to public policy in that jurisdiction;

(Z) that all acts, conditions or things required to be fulfilled, performed or effected in connection with the Indenture under the laws of any jurisdiction other than England and Wales have been duly fulfilled, performed and effected in accordance with the laws of each such jurisdiction;

(AA) that the Indenture constitutes legally binding, valid and enforceable obligations on the parties thereto under New York Law (by which it is expressed to be governed), and that the Indenture has the same meaning and effect as if it were governed by English law;

Page 4/Valaris Limited/4 March 2022

(BB) that no person has taken or will take any action in relation to the Notes (i) which constitutes carrying on, or purporting to carry on, a regulated activity in the United Kingdom in contravention of section 19 of the Financial Services and Markets Act 2000 (the “FSMA”) (within the meaning of the FSMA), or (ii) in consequence of anything said or done by any person in the course of carrying on a regulated activity (within the meaning of the FSMA) in the United Kingdom in contravention of that section;

(CC) that (i) no person has taken or will take any action in relation to the Notes which constitutes an offer to the public of securities in the UK, except in circumstances which do not require the publication of a prospectus, and (ii) no request has been or will be made for the admission of the Notes to trading on a regulated market situated or operating within the UK. For the purposes of this paragraph (DD), an “offer to the public of securities” and a “regulated market” each has the meaning given in Regulation (EU) 2017/1129 (as it forms part of English law pursuant to the European Union (Withdrawal) Act 2018 (as amended));

(DD) that all marketing of the Notes has taken place outside the United Kingdom or in such a way that does not contravene section 21 of the FSMA; and

(EE) that any party to the Indenture or holder of the Notes which is subject to the supervision of any regulatory authority in the United Kingdom has complied and will comply with the requirements of such regulatory authority in connection with the issue or offering of the Notes.

Based on and subject to the foregoing and subject to the reservations mentioned below and to any matters not disclosed to us, we are of the following opinion:

1. Each Company Guarantor is a private limited company which has been duly incorporated and is validly existing.

2. The LP Guarantor has been duly established (and remains registered) in England as a limited partnership under the Limited Partnerships Act 1907 (the “Act”) by the registration thereof as a limited partnership in accordance with section 8 of the Act and so far as discoverable from public records has not been dissolved.

3. Each Company Guarantor had the capacity and power to execute and deliver the Indenture and to exercise its rights and perform its obligations thereunder.

4. Each Company Guarantor has taken all necessary corporate action to authorise the execution and delivery of the Indenture and the exercise of its rights and performance of its obligations thereunder.

Page 5/Valaris Limited/4 March 2022

5. English law will treat the validity and binding nature of any obligations contained in the Indenture as being governed by New York Law.

Our reservations are as follows:

(A) The term “binding”, as used in this opinion, means that the obligation is of a type which the English courts enforce. This does not mean that the obligation will necessarily be legally binding and enforceable in all circumstances in accordance with its terms, enforcement being subject to, for example, the discretion of the court to order specific performance or to issue an injunction, the provisions of the Limitation Act 1980, the acceptance of jurisdiction by the English courts, rules of procedure and principles of law and equity of general application.

(B) If an English court assumes jurisdiction,

(i) it would not apply New York Law if:

(a) New York Law were not pleaded and proved; or

(b) to do so would be contrary to English public policy or mandatory rules of English law; or

(c) to do so would give effect to a foreign penal, revenue or other public law; and

(ii) it may have to have regard to the law of the place of performance of any obligation under the Indenture which is to be performed outside England and Wales. It may refer to that law in relation to the manner of performance and the steps to be taken in the event of defective performance.

(C) There is doubt as to the enforceability in England, in original actions or in actions for enforcement of judgments of United States courts, of liabilities founded in United States federal or state securities law.

(D) Undertakings and indemnities contained in the Indenture may not be enforceable before an English court insofar as they purport to require payment or reimbursement of the costs of any unsuccessful litigation brought before an English court.

(E) This opinion is subject to any limitations arising from insolvency, liquidation, administration, moratorium, reorganisation and similar laws and procedures affecting the rights of creditors.

Page 6/Valaris Limited/4 March 2022

(F) We express no opinion as to whether specific performance or injunctive relief, being equitable remedies, would be available in respect of any obligations of any Guarantor.

(G) The Searches are not conclusive as to whether or not insolvency proceedings have been commenced in relation to each Guarantor or any of its assets. For example, information required to be filed with the Registrar of Companies or the Central Registry of Winding up Petitions is not in all cases required to be filed immediately (and may not be filed at all or on time); once filed, the information may not be made publicly available immediately (or at all); information filed with a District Registry or County Court may not, and in the case of administrations will not, become publicly available at the Central Registry; and the Searches may not reveal whether insolvency proceedings or analogous procedures have been commenced in jurisdictions outside England and Wales.

(H) We have not been responsible for verifying the accuracy of the information or the reasonableness of any statements of opinion contained in the Registration Statement (or any part of it), or that no material information has been omitted from it. Accordingly, we express no opinion as to whether the Registration Statement (or any part of it) contains all the information required to be contained in it or whether the persons responsible for the Registration Statement have discharged their obligations in relation to the information contained in or disclosed by the Registration Statement.

(I) We do not express any opinion as to any taxation (including value added tax) which will or may arise in connection with the Indenture or the Notes.

(J) Article 10 of the Indenture provides that the obligations of each Guarantor will not be affected by certain circumstances. We express no opinion as to whether this will be effective.

(K) To the extent that it relates to United Kingdom stamp duty, any undertaking or indemnity given by each Guarantor may be void under section 117 of the Stamp Act 1891.

(L) This opinion is subject to any limitations arising from:

(i) United Nations, European Union or United Kingdom sanctions or other similar measures applicable to any party to the Indenture or any transfers or payments made under the Indenture; and

(ii) EU Regulation 2271/96 (as it forms part of English law pursuant to the European Union (Withdrawal) Act 2018 (as amended)) protecting against the effects of the extra-territorial application of legislation adopted by a third country (the “Blocking Regulation”) and legislation related to the Blocking Regulation.

Page 7/Valaris Limited/4 March 2022

To the extent permitted by applicable law and regulation, you may rely on this letter only on condition that your recourse to us in respect of the matters addressed in this letter is against the firm’s assets only and not against the personal assets of any individual partner. The firm’s assets for this purpose consists of all assets of the firm’s business, including any right of indemnity of the firm or its partners under the firm’s professional indemnity insurance policies, but excluding any right to seek contribution or indemnity from or against any partner of the firm or person working for the firm or similar right.

This opinion is given to you solely for your use in connection with the Registration Statement. It may not be relied upon by any other person or used for any other purpose and neither its contents nor its existence may be disclosed without our prior written consent, save that we hereby consent to:

(A) the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the sections under the heading ‘Legal Matters' in the Registration Statement. In giving this consent we do not admit that we are ‘experts’ under the Securities Act or the rules and regulations of Commission issued thereunder with respect to any part of the Registration Statement, including this opinion; and

(B) the release of this opinion to Conyers Dill & Pearman and Gibson, Dunn & Crutcher (the “Permitted Disclosees”), and we hereby permit the Permitted Disclosees to rely on this opinion for the purposes of their own opinions in connection with the Registration Statement, subject to and in accordance with its terms, including but not limited to the assumptions and reservations set out herein, as if it had been addressed to it on 4 March 2022. Accordingly, this opinion may be used by the Permitted Disclosees only in connection with the Registration Statement, and on the basis that it sets out our opinion on certain matters of English law as at 4 March 2022,

provided that nothing in this letter nor the release of it to any Permitted Disclosee shall create or constitute a solicitor-client (or any other fiduciary) relationship between Slaughter and May and such Permitted Disclosee.

Yours faithfully,

/s/ Slaughter and May

Slaughter and May

Page 8/Valaris Limited/4 March 2022

Schedule 1

The Company Guarantors

Name	Number
ENSCO DEEPWATER DRILLING LIMITED	08524375
ENSCO GLOBAL RESOURCES LIMITED	07098531
ENSCO HOLDCO LIMITED	06962983
ENSCO OFFSHORE U.K. LIMITED	02868165
ENSCO SERVICES LIMITED	04605864
ENSCO U.K. LIMITED	04550389
ENSCO UK DRILLING LIMITED	10987413
ENSCO UNIVERSAL LIMITED	07098508
ROWAN COMPANIES LIMITED	07805263
ROWAN NO.1 LIMITED	08026104
ROWAN NO.2 LIMITED	08026111

Page 9/Valaris Limited/4 March 2022

Schedule 2

The LP Guarantor

Name	Number
ENSCO TRANSCONTINENTAL II LP	LP015015

Page 10/Valaris Limited/4 March 2022

Schedule 3

Documents Examined

1. An electronic copy of the Indenture.

2. An electronic copy of the first supplemental indenture dated 6 July 2021 between (1) the Issuer, (2) Alpha South Pacific Holding Company as guaranteeing subsidiary and (3) Wilmington Savings Fund Society, FSB as Trustee and First Lien Collateral Agent.

3. An electronic copy of the second supplemental indenture dated 12 January 2022 between (1) the Issuer, (2) Valaris United LLC as guaranteeing subsidiary and (3) Wilmington Savings Fund Society, FSB as Trustee and First Lien Collateral Agent.

4. An electronic copy of the omnibus officer’s certificate of the Guarantors dated 30 April 2021 (the “Officer’s Certificate”) having exhibited thereto (each such exhibit being certified as true, complete and correct):

a. electronic copies of the articles of association of each Company Guarantor;

b. electronic copies of the limited partnership agreement of the LP Guarantor;

c. electronic copies of the written resolutions adopted by the board of directors of each Company Guarantor, passed on 30 April 2021;

d. electronic copies of the written resolutions adopted by the member(s) of each Company Guarantor, passed on 30 April 2021; and

e. electronic copies of the written resolutions adopted by the partners of the LP Guarantor in their capacity as partners, passed on 30 April 2021.

5. Electronic copies of the memorandum of association, certificate of incorporation and certificate(s) of incorporation on change of name (if any) of each Company Guarantor.

6. Electronic copies of the certificate of registration of a limited partnership and form(s) LP6 (if any) of the LP Guarantor.

7. The entries shown on the GlobalX print outs obtained by us, extracted from the Companies House database on 4 March 2022 of the file of each Guarantor maintained at Companies House.

Page 11/Valaris Limited/4 March 2022

8. The results of a search at the Central Registry of Winding-Up Petitions in respect of each Guarantor on 4 March 2022 at the times specified below in respect of each Guarantor:

Guarantor	Time (BST)
ENSCO DEEPWATER DRILLING LIMITED	10:04
ENSCO GLOBAL RESOURCES LIMITED	10:04
ENSCO HOLDCO LIMITED	10:04
ENSCO OFFSHORE U.K. LIMITED	10:04
ENSCO SERVICES LIMITED	10:04
ENSCO U.K. LIMITED	10:04
ENSCO UK DRILLING LIMITED	10:04
ENSCO UNIVERSAL LIMITED	10:04
ROWAN COMPANIES LIMITED	10:04
ROWAN NO.1 LIMITED	10:04
ROWAN NO.2 LIMITED	10:04
ENSCO TRANSCONTINENTAL II LP	10:04

Page 12/Valaris Limited/4 March 2022

EX-5.21

Exhibit 5.21

	4 March 2022
	Your reference 貴行檔案編號
Valaris Limited Clarendon House 2 Church Street Hamilton, HM 11 Bermuda
	Our reference 本行檔案編號
	PWHB / AZYP
	Direct line 直線電話
	2901 7206 / 2901 7252

Dear Sirs,

Registration Statement on Form S-3 of Valaris Limited (the “Issuer”) dated 7 March 2022 (the “Registration Statement”) in relation to the US$550,000,000 notes due 2028 (the “Notes”)

We have acted as Hong Kong legal advisers to the Issuer. This opinion is addressed to you in connection with the Registration Statement in relation to the Notes, as filed by the Issuer with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933 (as amended) (the “Securities Act”). The Notes were issued under an indenture governed by the laws of the State of New York (“New York Law”) dated 30 April 2021 between (1) the Issuer, (2) certain subsidiaries of the Issuer, including Atwood Offshore Drilling Limited (the “Hong Kong Company”), as Guarantors and (3) Wilmington Savings Fund Society, FSB (“WSFS”) as Trustee and First Lien Collateral Agent (the “Indenture”).

Unless otherwise defined in this letter, expressions defined in the Schedule to this letter have the same meanings when used in this letter.

For the purposes of this letter, we have examined the documents listed in the Schedule to this letter or copies thereof, and the Searches mentioned in the Schedule to this letter have been carried out.

This letter sets out our opinion on certain matters of Hong Kong law as at today’s date and as currently applied by the Hong Kong courts. We have not made any investigation of, and do not express any opinion on, any other law, in particular New York Law and of the United States of America. This letter is to be governed by and construed in accordance with Hong Kong law.

For the purposes of this letter, we have assumed:

(A) that the copy (including electronic copy) documents examined by us are complete and accurate as at today’s date and conform to the originals, and the copy of the articles of association of the Hong Kong Company examined by us complies with Section 622 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) (the “Companies Ordinance”);

(B) that all signatures and corporate seals are genuine;

Partners
PWH Brien BKP Yu JH Webber LMC Chung PM Lake	JD Moore YW Mok CJCN Choi N Yeung CP McGaffin	JH Chen * BE Heron
*   Not resident in      Hong Kong, resident      in Beijing	*   非駐香港 , 常駐北京	109675476

(C) that the Transaction Documents have been duly executed and unconditionally delivered by each party to them other than the Hong Kong Company;

(D) that each party to the Transaction Documents, other than the Hong Kong Company, has the capacity, power and authority to execute, deliver, exercise its rights and perform its obligations under the Transaction Documents to which it is a party;

(E) that the execution of the Transaction Documents, the issue of the Notes, the giving of the guarantees or security (as applicable) under the Transaction Documents or the exercise of its rights or performance of its obligations under the Transaction Documents do not and will not cause the Hong Kong Company or its directors to be in default of any borrowing, guarantee, grant of security interest or any similar restriction to which it is subject;

(F) that each of the HKC Executed Documents to which the Hong Kong Company is a party has been executed and unconditionally delivered on behalf of the Hong Kong Company in single physical form by one or more persons who (i) are over the age of 18 years, (ii) have the capacity at the relevant time to enter into contracts, (iii) are not acting under duress and (iv) are authorised by the Hong Kong Company by the resolutions of the Hong Kong Company referred to in paragraphs 5 and 6 of the Schedule hereto;

(G) the due execution, issue and authentication of the Notes;

(H) (i) that the information disclosed by the Searches was complete, up to date and accurate as at the date each was conducted and has not since then been altered or added to;

(ii) that the Searches did not fail to disclose any information relevant for the purposes of this letter;

(I) that other than as disclosed in the Searches:

(i) no notice in relation to any voluntary winding-up resolution has been given, and no voluntary winding-up resolution has been passed, in relation to the Hong Kong Company;

(ii) no application has been made or petition presented to a court, and no order has been made by a court, for the winding up of the Hong Kong Company, and no step has been taken to strike off or dissolve the Hong Kong Company;

(iii) no liquidator, receiver or similar officer has been appointed in relation to the Hong Kong Company or any of its assets or revenues, and no notice has been given or filed in relation to the appointment of such an officer; and

(iv) no insolvency proceedings or analogous procedures have been commenced in any jurisdiction outside Hong Kong in relation to the Hong Kong Company or any of its assets or revenues, except for any proceedings in relation to the filing for the Hong Kong Company of a voluntary petition for relief under the provisions of chapter 11 of title 11 of the United States Code, 11 U.S.C. § 101 et seq;

Page 頁碼 2

(J) that the statements set out in the certificate of a director of the Hong Kong Company referred to in paragraph 2 of the Schedule hereto are complete and accurate as of today’s date;

(K) (i)      that all procedural steps required to be taken by the directors of the Hong Kong Company pursuant to the articles of association of the Hong Kong Company to pass the resolutions referred to in paragraph 5 of the Schedule hereto were in fact taken by such directors;

(ii) that all procedural steps required to be taken by the directors and the shareholder of the Hong Kong Company pursuant to the articles of association of the Hong Kong Company and the Companies Ordinance to pass the resolutions referred to in paragraph 6 of the Schedule hereto were in fact taken by the directors and the shareholder of the Hong Kong Company;

(iii) that the resolutions referred to in paragraphs 5 and 6 of the Schedule hereto and authorisations given by those resolutions have not subsequently been amended, revoked, rescinded or superseded;

(L) that the directors of the Hong Kong Company have complied with their duties as directors in so far as relevant to this opinion letter;

(M) that no alterations, amendments or variations to the Transaction Documents have been made and that each of the Transaction Documents remains in full force and effect and is not affected in any way by any other document or agreement not produced to us or any course of dealing between the parties;

(N) that the performance of each obligation under the Transaction Documents is not illegal or contrary to public policy in any place outside Hong Kong in which that obligation is to be performed;

(O) that all acts, conditions or things required to be fulfilled, performed or effected in connection with the Transaction Documents under the laws of:

(i) Hong Kong (in respect of each party to the Transaction Documents other than the Hong Kong Company); and

(ii) any jurisdiction other than Hong Kong,

have been duly fulfilled, performed and effected;

(P) that the New York Law Documents are valid and binding on the parties under New York Law (by which they are expressed to be governed);

Page 頁碼 3

(Q) that the DACA is valid and binding on the parties under the DACA Governing Law (by which it is expressed to be governed);

(R) that the Transaction Documents have the same meaning and effect as they would have if they were governed by Hong Kong law;

(S) that each of the Assumption Agreement (having annexed to it the Security Agreement) and the Joinder Agreement (having annexed to it the VSA) has been registered with Hong Kong’s Companies Registry in accordance with the Companies Ordinance within one month of its execution;

(T) that the Hong Kong Company does not own any land or property in Hong Kong nor has any right or interest in any land, property or leased property in Hong Kong;

(U) that the DACA does not create any charge or other security interest under the DACA Governing Law;

(V) that the Hong Kong Company received due and adequate consideration for entering into the DACA;

(W) that the Hong Kong Company is not a foreign state and is not acting under the state authority of New York or any other state. We note that on 1 July 1997 Hong Kong became the Hong Kong Special Administrative Region (the “HKSAR”) of the People’s Republic of China (“PRC”). On 4 April 1990 the National People’s Congress of the PRC adopted the basic law of the HKSAR (the “Basic Law”). Under Article 13 of the Basic Law, the Central People’s Government is responsible for foreign affairs relating to the HKSAR and this includes the recognition of foreign states. Under Article 19 of the Basic Law, the courts of the HKSAR have no jurisdiction over acts of state such as defence and foreign affairs. As a result, whether a person or an entity is to be recognised as a foreign state by the HKSAR (and therefore likely entitled to state immunity for its activities) is a fact to be decided by the Central People’s Government; and

(X) that the Hong Kong Company is a separate and independent legal entity, and is (i) able to exercise its powers independently from the Central People’s Government (the “CPG”) of the PRC and (ii) not carrying on objects or functions that are governmental in nature. It was held by the Hong Kong Court of First Instance in Intraline Resources Sdn Bhd v The Owners of the Ship or Vessel “Hua Tian Long” (HCAJ 59/2008) that the common law doctrine of Crown immunity subsists as a matter of Hong Kong law and can be invoked to afford immunity to any entity which forms part of the Crown of the PRC from the jurisdiction of Hong Kong courts. In that case, it was held that the material consideration in determining whether an entity forms part of the Crown of the PRC (and is therefore entitled to Crown immunity) is the control which the Crown of the PRC (i.e. the CPG) has over the entity, and the salient question in this regard is whether the entity is able to exercise independent powers of its own. The case also held that the objects and functions of the entity are also relevant factors when making that determination.

Page 頁碼 4

Based on and subject to the foregoing and subject to the reservations mentioned below and to any matters not disclosed to us, we are of the following opinion:

1. The Hong Kong Company is a limited liability company which has been duly incorporated and is validly existing.

2. The Hong Kong Company has the capacity and power to execute and deliver the HKC Executed Documents to which it is a party, and to exercise its rights and perform its obligations under the Transaction Documents.

3. The Hong Kong Company has taken all necessary corporate action to authorise the execution and delivery of the HKC Executed Documents to which it is a party, and the exercise of its rights and the performance of its obligations under the Transaction Documents.

4. Hong Kong law will treat the validity and binding nature of any obligations contained in the New York Law Documents as being governed by New York Law.

5. Hong Kong law will treat the validity and binding nature of any obligations contained in the DACA as being governed by the DACA Governing Law.

Our reservations are as follows:

(A) If a Hong Kong court assumes jurisdiction in relation to the New York Law Documents it would not apply New York Law if:

(i) New York Law were not pleaded and proved;

(ii) to do so would be contrary to Hong Kong public policy or mandatory rules of Hong Kong law; or

(iii) to do so would give effect to a foreign penal, revenue or other public law.

(B) If a Hong Kong court assumes jurisdiction in relation to the DACA it would not apply the DACA Governing Law if:

(i) the DACA Governing Law were not pleaded and proved;

(ii) to do so would be contrary to Hong Kong public policy or mandatory rules of Hong Kong law; or

(iii) to do so would give effect to a foreign penal, revenue or other public law.

(C) A Hong Kong court may have to have regard to the law of the place of performance of any obligation under the Transaction Documents which is to be performed outside Hong Kong. It may refer to that law in relation to the manner of performance and the steps to be taken in the event of defective performance.

Page 頁碼 5

(D) Laws relating to insolvency, liquidation, administration or other laws or procedures affecting generally the enforcement of creditors’ rights may affect the obligations of the Hong Kong Company under the Transaction Documents and the remedies available.

(E) The Searches are not conclusive as to whether or not insolvency proceedings have been commenced in relation to the Hong Kong Company or any of its assets. For example, information required to be filed with the Companies Registry, the Land Registry or the Official Receiver’s Office in Hong Kong is not in all cases required to be filed immediately (and may not be filed at all or on time); once filed, the information may not be made publicly available immediately (or at all); and the Searches may not reveal whether insolvency proceedings or analogous procedures have been commenced in jurisdictions outside Hong Kong.

(F) We have not been responsible for verifying the accuracy of the information or the reasonableness of any statements of opinion contained in the Registration Statement (or any part of it), or that no material information has been omitted from it. Accordingly, we express no opinion as to whether the Registration Statement (or any part of it) contains all the information required to be contained in it or whether the persons responsible for the Registration Statement have discharged their obligations in relation to the information contained in or disclosed by the Registration Statement.

(G) We have not been asked to, and we do not, express any opinion as to any taxation (including stamp duty) which will or may arise in connection with the Transaction Documents or the Notes.

(H) We have not been asked to, and we do not, express any opinion as to any maritime laws which may apply in relation to any of the Transaction Documents.

(I) Article 10 of the Indenture provides that the obligations of the Hong Kong Company will not be affected by certain circumstances. We express no opinion as to whether such provision will be effective.

(J) The DACA has been executed by the Hong Kong Company as a simple contract and not as a deed. We have assumed that the Hong Kong Company received due and adequate consideration for entering into the DACA.

(K) This opinion is subject to any limitations arising from Hong Kong sanctions (or Hong Kong prohibitions against or restrictions on sanctions, blockades or similar hostile activities imposed by foreign jurisdictions) or other similar measures implemented or effective in Hong Kong and applicable to any party to any of the Transaction Documents or any transfers or payments made under the Transaction Documents.

(L) Our role in relation to the Transaction Documents has been limited to a review of the Transaction Documents for any issues which arise as a matter of Hong Kong law in so far as such review is necessary for our preparation of, and our giving of this opinion on, the Transaction Documents. We have not been asked to, and have not, undertaken a comprehensive review of the drafting of the Transaction Documents and have not, for example: (i) checked cross-references or that all required definitions are included; or (ii) confirmed that the drafting of the Transaction Documents reflects the commercial intentions of the parties thereunder. Accordingly, we express no opinion as to whether or not any particular provision of the Transaction Documents may be unenforceable by reason of the lack of certainty as to the meaning of the provision.

Page 頁碼 6

On 1 July 1997 Hong Kong became the HKSAR of the PRC. On 4 April 1990 the National People’s Congress of the PRC (the “NPC”) adopted the Basic Law. Under Article 8 of the Basic Law, the laws of Hong Kong in force at 30 June 1997, that is, the common law, rules of equity, ordinances, subordinate legislation and customary law shall be maintained, except for any that contravene the Basic Law and subject to any amendment by the legislature of the HKSAR. Under Article 160 of the Basic Law, the laws of Hong Kong in force at 30 June 1997 are to be adopted as laws of the HKSAR unless they are declared by the Standing Committee of the NPC (the “Standing Committee”) to be in contravention of the Basic Law and, if any laws are later discovered to be in contravention of the Basic Law they shall be amended or cease to have force in accordance with the procedures prescribed by the Basic Law. On 23 February 1997 the Standing Committee adopted a decision (the “Decision”) on the treatment of laws previously in force in Hong Kong. Under paragraph 1 of the Decision, the Standing Committee decided that the “laws previously in force in Hong Kong, which include the common law, the rules of equity, ordinances, subsidiary legislation and customary law, except for those which contravene the Basic Law, are to be adopted as the laws of the HKSAR”. Under paragraph 2 of the Decision, the Standing Committee decided that the ordinances and subsidiary legislation set out in Annex 1 to the Decision “which are in contravention of the Basic Law” are not to be adopted as the laws of the HKSAR. One of the Ordinances set out in that Annex is The Application of English Law Ordinance (the “English Law Ordinance”). The English Law Ordinance applied the common law and rules of equity of England to Hong Kong. We have assumed in giving this opinion that the effect of paragraph 2 of the Decision, insofar as it relates to the English Law Ordinance, is to repeal the English Law Ordinance prospectively from 1 July 1997 and that the common law and rules of equity of England which applied in Hong Kong on 30 June 1997 continue to apply, subject to their subsequent independent development (and noting that a Hong Kong court is no longer bound to follow any particular English judgment).

On 30 June 2020 the Standing Committee decided to add the law entitled “《中華人民共和國香港特別行政區維護國家安全法》” (an English translation of which is “Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region”) (the “National Security Law”) to the list of national laws in Annex III to the Basic Law. On the same date, the National Security Law was implemented into Hong Kong law under the Promulgation of National Law 2020. In certain circumstances Article 55 of the National Security Law gives jurisdiction over a case concerning an offence endangering national security under the National Security Law to the Office for Safeguarding National Security of the Central People’s Government in the Hong Kong Special Administrative Region. In such a case, Article 56 of the National Security Law provides that the Supreme People’s Court of the PRC shall designate a court to adjudicate on the case. Article 62 of the National Security Law states that the National Security Law shall prevail where provisions of other Hong Kong law are inconsistent with the National Security Law. Article 65 states that the power of interpretation of the National Security Law shall be vested in the Standing Committee. As a national law of the PRC implemented in Hong Kong through Annex III to the Basic Law, the National Security Law may be interpreted in a way which is different from the way in which other Hong Kong law is interpreted.  It is currently unclear whether (and if so, how) the National Security Law may impact other Hong Kong law.

Page 頁碼 7

To the extent permitted by applicable law and regulation, you may rely on this letter only on condition that your recourse to us in respect of the matters addressed in this letter is against the firm’s assets only and not against the personal assets of any individual partner. The firm’s assets for this purpose consist of all assets of the firm’s business, including any right of indemnity of the firm or its partners under the firm’s professional indemnity insurance policies, but excluding any right to seek contribution or indemnity from or against any partner of the firm or person working for the firm or similar right.

This opinion is given to you solely for your use in connection with the Registration Statement. It may not be relied upon by any other person or used for any other purpose and neither its contents nor its existence may be disclosed without our prior written consent, save that we hereby consent to:

(A) the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the sections under the heading ‘Legal Matters' in the Registration Statement. In giving this consent we do not admit that we are ‘experts’ under the Securities Act or the rules and regulations of Commission issued thereunder with respect to any part of the Registration Statement, including this opinion; and

(B) the release of this opinion to Conyers Dill & Pearman and Gibson, Dunn & Crutcher (the “Permitted Disclosees”), and we hereby permit the Permitted Disclosees to rely on this opinion for the purposes of their own opinions in connection with the Registration Statement, subject to and in accordance with its terms, including but not limited to the assumptions and reservations set out herein, as if it had been addressed to them on 4 March 2022. Accordingly, this opinion may be used by the Permitted Disclosees only in connection with the Registration Statement, and on the basis that it sets out our opinion on certain matters of Hong Kong law as at 4 March 2022,

provided that nothing in this letter nor the release of it to any Permitted Disclosee shall create or constitute a solicitor-client (or any other fiduciary) relationship between Slaughter and May and such Permitted Disclosee.

Yours faithfully,

/s/ Slaughter and May

Slaughter and May

Page 頁碼 8

Schedule

Documents examined

1. Copies of the following documents (collectively, the “Transaction Documents”):

a. the Indenture;

b. an electronic copy of the first supplemental indenture dated as of 6 July 2021 between (1) the Issuer, (2) Alpha South Pacific Holding Company as guaranteeing subsidiary and (3) WSFS as Trustee and First Lien Collateral Agent;

c. an electronic copy of the second supplemental indenture dated as of 12 January 2022 between (1) the Issuer, (2) Valaris United LLC as guaranteeing subsidiary and (3) WSFS as Trustee and First Lien Collateral Agent;

d. the collateral agency agreement governed by New York Law dated 30 April 2021 between, among others, (1) the Issuer, (2) certain subsidiaries of the Issuer, including the Hong Kong Company, as Grantors and (3) WSFS as Trustee, Parity Lien Representative, First Lien Collateral Agent and Security Trustee (the “Collateral Agency Agreement”);

e. the security agreement governed by New York Law dated 30 April 2021 between (1) the Issuer as a Grantor, (2) certain subsidiaries of the Issuer as other Grantors and (3) WSFS as First Lien Collateral Agent (the “Security Agreement”);

f. the assumption agreement governed by New York Law dated 30 April 2021 between (1) the Hong Kong Company and (2) WSFS as First Lien Collateral Agent, pursuant to which the Hong Kong Company becomes a party to the Security Agreement as a Grantor (the “Assumption Agreement”);

g. the deposit account and sweep investment control agreement governed by the laws of the state in which the office of Bank that maintains the Collateral Accounts (each as defined therein) is located (the “DACA Governing Law”) dated 30 April 2021 between (1) the Issuer, (2) certain subsidiaries of the Issuer, including the Hong Kong Company, as the Company (3) WSFS as the Secured Party and (4) Wells Fargo Bank, National Association as the Bank (the “DACA”);

Page 頁碼 9

h. the vessel security agreement governed by New York Law dated 30 April 2021 between (1) each of the owners listed in Schedule 1 thereto and (2) WSFS as First Lien Collateral Agent, Security Trustee and Mortgagee (the “VSA”); and

i. the joinder agreement to the VSA governed by New York Law dated 30 April 2021 between (1) the Hong Kong Company and (2) WSFS as First Lien Collateral Agent, Security Trustee and Mortgagee, pursuant to which the Hong Kong Company becomes a party to the VSA as an Owner (the “Joinder Agreement”).

In this Schedule:

(i) “HKC Executed Documents” means the Transaction Documents other than the Security Agreement and the VSA; and

(ii) “New York Law Documents” means the Transaction Documents other than the DACA.

2. The copy of the certificate of a director of the Hong Kong Company dated 30 April 2021 and the exhibits thereto.

3. Copies of the certificate of incorporation, the certificate of change of name, the articles of association and the current business registration certificate of the Hong Kong Company.

4. The certificate of continuing registration of the Hong Kong Company dated 9 June 2021.

5. The copy of the resolutions in writing of the board of directors of the Hong Kong Company dated 30 April 2021, certified as true, complete and up to date under the certificate of a director of the Hong Kong Company referred to in paragraph 2 of this Schedule.

6. The copy of the resolutions in writing of the sole shareholder of the Hong Kong Company dated 30 April 2021, certified as true, complete and up to date under the certificate of a director of the Hong Kong Company referred to in paragraph 2 of this Schedule.

7. Entries obtained from the following searches (collectively, the “Searches”):

a. Entries shown on the print-out obtained from our internet searches, made on 4 March 2022, against the public records of the Hong Kong Company on the database of the Companies Registry in Hong Kong; and

b. Entries shown on the print-out obtained from our internet searches, made on 4 March 2022, at the Official Receiver’s Office in Hong Kong against the Hong Kong Company.

Page 頁碼 10

EX-23.23

Exhibit 23.23

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated February 22, 2022, with respect to the consolidated financial statements of Valaris Limited, and the effectiveness of internal control over financial reporting, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Houston, Texas

March 7, 2022

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY 

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) __

WILMINGTON SAVINGS FUND SOCIETY, FSB

(Exact name of Trustee as specified in its charter)

N/A	51-0054940
(Jurisdiction of incorporation of organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)

500 Delaware Avenue, 11^th Floor

Wilmington, DE  19801

(302) 792-6000

(Address of principal executive offices, including zip code)

WILMINGTON SAVINGS FUND SOCIETY

CONTROLLERS OFFICE

500 Delaware Avenue

Wilmington, DE  19801

(302) 792-6000

(Name, address, including zip code, and telephone number, including area code, of agent of service)

VALARIS LIMITED

(Exact name of obligor as specified in its charter)
Bermuda	98-1589854
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

Clarendon House, 2 Church Street
Hamilton, Bermuda HM 11

(Address of principal executive offices, including zip code)

Senior Secured First Lien Notes due 2028

(Title of the indenture securities)

(1) See following table of additional obligors.  Address for all additional obligors is Clarendon House, 2 Church Street, Hamilton, Bermuda, HM 11, telephone (713) 789-1400.

TABLE OF ADDITIONAL OBLIGORS

Exact Name of Additional Registrants	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Alpha Achiever Company	Cayman Islands	98-0697800
Alpha Admiral Company	Cayman Islands	98-1078685
Alpha Archer Company	Cayman Islands	98-1116938
Alpha Aurora Company	Cayman Islands	98-0609312
Alpha Offshore Drilling Services Company	Cayman Islands	98-0206235
Alpha Orca Company	Cayman Islands	98-0697605
Alpha South Pacific Holding Company	Cayman Islands	98-0697615
Atlantic Maritime Services LLC	Delaware (USA)	74-1660668
Atwood Australian Waters Drilling Pty Limited	Australia	98-0667953
Atwood Oceanics Australia Pty Limited	Australia	98-0406992
Atwood Oceanics Pacific Limited	Cayman Islands	98-0662881
Atwood Offshore Drilling Limited	Hong Kong	98-0505288
Atwood Offshore Worldwide Limited	Cayman Islands	98-0697618
ENSCO (Barbados) Limited	Cayman Islands	83-0445907
Ensco (Myanmar) Limited	Myanmar	98-1187784
ENSCO Arabia Co. Ltd.	Saudi Arabia	—
ENSCO Asia Company LLC	Texas (USA)	75-1460971
ENSCO Asia Pacific Pte. Limited	Singapore	26-0068995
Ensco Associates Company	Cayman Islands	—
ENSCO Australia Pty. Limited	Australia	98-0377537
ENSCO Capital Limited	Cayman Islands / United Kingdom	98-0665084
ENSCO Corporate Resources LLC	Delaware (USA)	27-1504174
Ensco Deepwater Drilling Limited	England and Wales (UK)	98-1111430
ENSCO Deepwater USA II LLC	Delaware (USA)	27-0680769
ENSCO Development Limited	Cayman Islands	98-0681992
Ensco do Brasil Petróleo e Gás Ltda.	Brazil	52-2345836
Ensco Drilling I Ltd.	Cayman Islands	98-1409751
ENSCO Drilling Mexico LLC	Delaware (USA)	26-0546938
Ensco Endeavors Limited	Cayman Islands / United Kingdom	98-0702631
ENSCO Global GmbH	Switzerland	98-0644486
Ensco Global II Ltd.	Cayman Islands	98-1320722
ENSCO Global Investments LP	England and Wales (UK)	98-0659772
Ensco Global IV Ltd	British Virgin Islands	52-2345837
ENSCO Global Limited	Cayman Islands / United Kingdom	98-0637827
ENSCO Global Resources Limited	England and Wales (UK)	98-0644763
Ensco Holdco Limited	England and Wales (UK)	98-0633043
ENSCO Holding Company	Delaware (USA)	75-2246991
Ensco Holdings I Ltd.	Cayman Islands	98-1389722
Ensco Incorporated	Texas (USA)	76-0285260
Ensco Intercontinental GmbH	Switzerland	98-0704367
ENSCO International Incorporated	Delaware (USA)	76-0232579
Ensco International Ltd.	British Virgin Islands / United Kingdom	76-0356128
ENSCO Investments LLC	Nevada (USA) / United Kingdom	98-0644509
Ensco Jersey Finance Limited	Jersey / United Kingdom	98-1338299
ENSCO Limited	Cayman Islands	98-0369086
Ensco Management Corp.	British Virgin Islands	52-2346020
ENSCO Maritime Limited	Bermuda	98-0393929
Ensco Mexico Services S.de R.L. de C.V.	Mexico	98-1464039
Ensco Ocean 2 Company	Cayman Islands	—
ENSCO Oceanics Company LLC	Delaware (USA)	74-2080353
ENSCO Oceanics International Company	Cayman Islands	98-0369079
ENSCO Offshore LLC	Delaware (USA)	75-2349491
ENSCO Offshore International Company	Cayman Islands	98-0507424

ENSCO Offshore International Holdings Limited	Cayman Islands / United Kingdom	98-0655357
ENSCO Offshore International Inc.	Marshall Islands	98-0383744
Ensco Offshore International LLC	Delaware (USA)	—
Ensco Offshore Petróleo e Gás Ltda.	Brazil	98-0634349
ENSCO Offshore U.K. Limited	England and Wales (UK)	98-0369084
ENSCO Overseas Limited	Cayman Islands	98-0659769
ENSCO Services Limited	England and Wales (UK)	98-0394243
Ensco Transcontinental II LP	England and Wales (UK)	98-1062854
Ensco Transnational I Limited	Cayman Islands	98-1012691
Ensco Transnational III Limited	Cayman Islands	—
ENSCO U.K. Limited	England and Wales (UK)	98-0393928
Ensco UK Drilling Limited	England and Wales (UK)	4417421838
Ensco Universal Holdings I Ltd.	Cayman Islands / United Kingdom	98-1305972
Ensco Universal Holdings II Ltd.	Cayman Islands / United Kingdom	98-1306192
ENSCO Universal Limited	England and Wales (UK)	98-0646354
Ensco Vistas Limited	Cayman Islands	98-1012692
Ensco Worldwide GmbH	Switzerland	98-0644481
EnscoRowan Ghana Drilling Limited	Ghana	C0028653696
Great White Shark Limited	Gibraltar	98-1146294
Green Turtle Limited	Gibraltar	98-1146297
International Technical Services LLC	Delaware (USA)	26-0811622
Manatee Limited	Malta	98-1247999
Manta Ray Limited	Malta	98-1292056
Marine Blue Limited	Gibraltar	98-1345823
Offshore Drilling Services LLC	Delaware (USA)	83-1345584.
Pacific Offshore Labor Company	Cayman Islands	98-0636666
Petroleum International Pte. Ltd.	Singapore	72-1552787
Pride Global II Ltd.	British Virgin Islands	30-0349437
Pride International LLC	Delaware (USA)	76-0069030
Pride International Management Co. LP	Texas (USA)	76-0555708
Ralph Coffman Cayman Limited	Cayman Islands	98-0579548
Ralph Coffman Limited	Gibraltar	98-1146288
Ralph Coffman Luxembourg S.à r.l.	Luxembourg	98-1142600
RCI International, Inc.	Cayman Islands	98-1022856
RD International Services Pte. Ltd.	Singapore	98-1093939
RDC Arabia Drilling, Inc.	Cayman Islands	76-0152727
RDC Holdings Luxembourg S.à r.l.	Luxembourg	98-1039699
RDC Malta Limited	Malta	98-1042279
RDC Offshore Luxembourg S.à r.l.	Luxembourg	98-1014303
RDC Offshore Malta Limited	Malta	98-1042283
RoCal Cayman Limited	Cayman Islands	98-1022865
Rowan 240C#3, Inc.	Cayman Islands	98-0579550
Rowan Companies Limited	England and Wales (UK)	98-1023315
Rowan Companies, LLC	Delaware (USA)	75-0759420
Rowan Drilling (Gibraltar) Limited	Gibraltar	98-0664560
Rowan Drilling (Trinidad) Limited	Cayman Islands	98-0579545
Rowan Drilling (U.K.) Limited	Scotland (UK)	74-1916586
Rowan Drilling Services Limited	Gibraltar	98-0686267
Rowan Financial Holdings S.à r.l.	Luxembourg	98-1339954
Rowan International Rig Holdings S.à r.l.	Luxembourg	98-1339962
Rowan Marine Services LLC	Texas (USA)	76-0373171
Rowan N-Class (Gibraltar) Limited	Gibraltar	98-1042236
Rowan No. 1 Limited	England and Wales (UK)	98-1054191
Rowan No. 2 Limited	England and Wales (UK)	98-1054196
Rowan Norway Limited	Gibraltar	80-0647857
Rowan Offshore (Gibraltar) Limited	Gibraltar	98-1042256
Rowan Offshore Luxembourg S.à r.l.	Luxembourg	98-1014307
Rowan Rigs S.à r.l.	Luxembourg	98-1391082
Rowan S. de R.L. de C.V.	Mexico	ROW0904157T4
Rowan Services LLC	Delaware (USA)	27-1054617

Rowan US Holdings (Gibraltar) Limited	Gibraltar	98-1042281
Rowandrill, LLC	Texas (USA)	74-1724642
Valaris Holdco 1 Limited	Bermuda	98-1589863
Valaris Holdco 2 Limited	Bermuda	98-1589869
Valaris United LLC	Delaware (USA)	87-4241216

ITEM 1.	GENERAL INFORMATION.
	Furnish the following information as to the trustee:

 (a) Name and address of each examining or supervising authority to which it is subject.

Securities and Exchange Commission

Washington, DC  20549

Federal Reserve

District 3

Philadelphia, PA

FDIC

Washington, DC  20549

Office of the Comptroller of the Currency

New York, NY  10173

 (b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.
ITEM 2.	AFFILIATIONS WITH THE OBLIGORS.
	If the obligor is an affiliate of the trustee, describe each affiliation:
Based upon an examination of the books and records of the trustee and information available to the trustee, none of the obligors is an affiliate of the trustee.
ITEM 16.	LIST OF EXHIBITS.
	Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.
Exhibit 1.	A copy of the articles of association of the trustee as now in effect.
Exhibit 2.	Not applicable.
Exhibit 3.	Not applicable.
Exhibit 4.	A copy of the existing bylaws of the trustee, or instruments corresponding thereto.
Exhibit 5.	Not applicable.

Exhibit 6.	The consents of United States institutional trustees required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Savings Fund Society, FSB, a federal savings bank organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 7th day of March 2022.

WILMINGTON SAVINGS FUND SOCIETY, FSB

Attest:	/s/ Shaheen Mohajer	By:	/s/ Raye D. Goldsborough
Assistant Secretary		Name:	Raye D. Goldsborough
		Title:	Vice President

Exhibit 1

Charter of Wilmington Savings Fund Society, FSB

(see attached) 

[Graphic:  Office of the Comptroller of the Currency]

Washington, DC 20219

CERTIFIED FEDERAL SAVINGS ASSOCIATION CHARTER

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that the document hereto attached is a true and correct copy, as recorded in the Office of the Comptroller of the Currency (successor to the Office of Thrift Supervision), of the charter for the federal savings association listed below:

Wilmington Savings Fund Society, FSB

Wilmington, Delaware

OTS Docket No. 7938

IN TESTIMONY WHEREOF, today,

July 29, 2015, I have hereunto

subscribed my name and caused my seal

of office to be affixed to these presents at

the U.S. Department of the Treasury, in

the City of Washington, District of

Columbia.

Comptroller of the Currency

[Graphic:  Seal]

FEDERAL STOCK CHARTER

Wilmington Savings Fund Society

Section 1.                 Corporate Title.  The full corporate title of the savings bank is “Wilmington Savings Fund Society, Federal Savings Bank.”

Section 2.                 Office.  The home office of the savings bank shall be located in the County of New Castle, State of Delaware.

Section 3.                 Duration.  The duration of the savings bank is perpetual.

Section 4.                 Purpose and Powers.  The purpose of the savings bank is to pursue any or all of the lawful objectives of a Federal savings bank chartered under Section 5 of the Home Owners’ Loan Act and to exercise all the express, implied, and incidental powers conferred thereby and by all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Federal Home Loan Bank Board (“Board”).  In addition, the savings bank may make any investment and engage in any activity as may be specifically authorized by action of the Board, including authorization by delegated authority, in connection with action approving the insurance of the charter.

Section 5.                 Capital Stock.  The total number of shares of all classes of the capital stock which the savings bank has authority to issue is Twenty Five Million (25,000,000), of which Seventeen and One Half Million (17,500,000) shall be common stock, par value $.01 per share, and of which Seven and One Half Million (7,500,000) shall be preferred stock, par value $.01 per share.  The shares may be issued from time to time as authorized by the board of directors without further approval of stockholders except as otherwise provided in this Section 5 or to the extent that such approval is required by governing law, rule, or regulation.  The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the par value.  Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of the savings bank.  The consideration for the shares shall be cash, tangible or intangible property (to the extent direct investment in such property would be permitted), labor or services actually performed for the savings bank, or any combination of the foregoing.  In the absence of actual fraud in the transaction, the value of such property, labor, or services, as determined by the board of directors of the savings bank, shall be conclusive.  Upon payment of such consideration, such shares shall be deemed to be fully paid and nonassessable.  In the case of a stock dividend, that part of the surplus of the savings bank which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed to be the consideration for their issuance.

Except for shares issuable in connection with the conversion of the savings bank from the mutual to the stock form of capitalization, no shares of capital stock (including shares issuable upon conversion, exchange, or exercise of other securities) shall be issued, directly or indirectly, to officers, directors, or controlling persons of the savings bank other than as part of a general public offering or as qualifying shares to a director, unless their issuance or the plan under which they would be issued has been approved by a majority of the total votes eligible to be cast as a legal meeting.

Nothing contained in this Section 5 (or in any supplementary sections hereto) shall entitle the holders of any class of a series of capital stock to vote as a separate class or series or to more than one vote per share, except as to the cumulation of votes for the election of directors:  Provided, That this restriction on voting separately by class or series shall not apply;

(i)           To any provision which would authorize the holders of preferred stock, voting as a class or series, to elect some members of the board of directors, less than a majority thereof, in the event of default in the payment of dividends on any class or series of preferred stock;

(ii)           To any provision which would require the holders of preferred stock, voting as a class or series, to approve the merger or consolidation of the savings bank with another corporation or the sale, lease, or conveyance (other than by mortgage or pledge) of properties or business in exchange for securities of a corporation other than the Savings bank if the preferred stock is exchanged for securities of such other corporation; Provided, That no provision may require such approval for transactions undertaken with the assistance or pursuant to the direction of the Federal Savings and Loan Insurance Corporation;

(iii)           To any amendment which would adversely change the specific terms of any class of series of capital stock as set forth in this Section 5 (or in any supplementary sections hereto), including any amendment which would create or enlarge any class or series ranking prior thereto in rights and preferences.  An amendment which increases the number of authorized shares of any class or series of capital stock, or substitutes the surviving association in a merger or consolidation for the savings bank, shall not be considered to be such an adverse change.

A description of the different classes and series (if any) of the savings bank’s capital stock and a statement of the delegations, and the relative rights, preferences, and limitations of the shares of each class of and series (if any) of capital stock are as follows:

A.      Common Stock.  Except as provided in this Section 5 (or in any supplementary sections hereto) the holders of the common stock shall exclusively possess all voting power.  Each holder of shares of common stock shall be entitled to one vote for each share held by such holder, except as to the Commutation of votes for the election of directors.

Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and of sinking fund, retirement fund, or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends out of any assets legally available for the payment of dividends.

In the event of any liquidation, dissolution, or winding up of the savings bank, the holders of the common stock (and the holders of any class or series of stock entitled to participate with the common stock in the distribution of assets) shall be entitled to receive, in cash or in kind, the assets of the savings bank available for distribution remaining after:  (i) payment or provision for payment of the savings bank’s debts and liabilities; (ii) distributions or provision for distributions in settlement of its liquidation account; and (iii) distributions or provision for distributions to holders of any class or series of stock having preference over the common stock in the liquidation, dissolution, or winding up of the savings bank.  Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock.

B.      Preferred Stock.  The savings bank any provide in supplementary sections to its charter for one or more classes of preferred stock, which shall be separately identified.  The shares of any class may be divided into and issued in series, with each series separately designated so as to distinguish the shares thereof from the shares of all other series and classes.  The terms of each series shall be set forth in a supplementary section to the charter.  All shares of the same class shall be identical except as to the following relative rights and preferences, as so which there may be variations between different series:

(a)      The distinctive serial designation and the number of shares constituting such series;

(b)      The dividend rate or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date(s) the payment date(s) for dividends, and the participating or other special rights, if any, wish respect to dividends;

(c)      The voting powers, full or limited, if any, of the shares of such series;

(d)      Whether the shares of such series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such shares may be redeemed;

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(e)      The amount(s) payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up to the savings bank;

(f)      Whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price(s) at which such shares may be redeemed or purchased through the application of such fund;

(g)      Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes of stock of the savings bank and, if so, the conversion price(s) or the rate(s) of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(h)      The price or other consideration for which the shares of such series shall be issued; and

(i)      Whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock.

Each share of each series of serial preferred stock shall have the same relative rights as and be identical to all respects with all the other shares of the same series.

The board of directors shall have authority to divide, by the adoption of supplementary charter sections, any authorized class of preferred stock into series, and, within the limitations set forth in this section and the articles of incorporation, fix and determine the relative rights and preferences of the shares of any series as established.

Prior to the issuance of any preferred shares of a series established by a supplementary charter section adopted by the board of directors, the savings bank shall file with the Secretary to the Board a dated copy of that supplementary section of this charter establishing and designating the series and fixing and determining the relative rights and preferences thereof.

Section 6.                 Net Worth Certificates.  Notwithstanding any provision of Section 5, Capital Stock, the savings bank may issue net worth certificates, income capital certificates or similar certificates to the Federal Savings and Loan Insurance Corporation (the “Corporation”) or the Federal Deposit Insurance Corporation in exchange for appropriate consideration, including promissory notes of the Corporation, in accordance with the rules, regulations, and policies of the Board.  Subject to such rules, regulations, and policies, the board of directors of the savings bank is authorized without the prior approval of the stockholders of the savings bank and by resolution(s) from time to time adopted by the board of directors to cause the issuance of net worth certificates to the Corporation and to fix the designations, preferences, and relative, participating, optional, or other special rights of the certificates, and the qualifications, limitations, and restrictions thereon.  Stockholders of the savings bank shall not be entitled to preemptive rights with respect to the issuance of net worth certificates, nor shall holders of such certificates be entitled to preemptive rights with respect to any additional issuance of net worth certificates.

Section 7.                 Preemptive Rights.  Holders of the capital stock of the savings bank shall not be entitled to preemptive rights with respect to any shares of the savings bank which may be issued.

Section 8.                 Certain provisions applicable for five years.  Notwithstanding anything contained in the savings bank charter or bylaws to the contrary, for a period of five years from the date of completion of the conversion of the savings bank from mutual to stock form, the following provisions shall apply:

A.      Beneficial ownership limitation.  No person shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10 percent of any class of an equity security of the savings bank.  The limitation shall not apply to a transaction in which the savings bank forms a holding company without change in the respective beneficial ownership interests of its stockholders other than pursuant to the exercise of any dissenter and appraisal rights or the purchase of shares by underwriters in connection with a public offering.

In the event shares are acquired in violation of this Section 8, all shares beneficially owned by any person in excess of 10% shall be considered ‘excess shares’ and shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in connection with any matters submitted to the stockholders for a vote. 

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For the purposes of this Section 8, the following definitions apply.

(1)      The term “person” includes an individual, a group acting in concert, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of securities of the savings bank.

(2)      The term “offer” includes every offer to buy or otherwise acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value.

(3)      The term “acquire” includes every type of acquisition, whether affected by purchase, exchange, operation of law or otherwise.

(4)      The term “acting in concern” means (a) knowing participation in a joint activity or conscious parallel action towards a common goal whether or not pursuant to an express agreement, or (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangements, whether written or otherwise.

B.      Cumulative voting limitation.  Stockholders shall not be permitted to cumulate their votes for election of directors.

C.      Call for special meetings.  Special meetings of stockholders relating to changes in control of the savings bank or amendments to its charter shall be called only upon direction of the board of directors.

Section 9.                 Liquidation Account.  Pursuant to the requirements of the Board’s regulations (12 C.F.R. Subchapter D), the savings bank shall establish and maintain a liquidation account for the benefit of its savings account holders as of December 31, 1983 (“eligible savers”).  In the event of a complete liquidation of the savings bank, it shall comply with such regulations with respect to the amount and the priorities on liquidation of each of the savings bank’s eligible saver’s inchoate interest in the liquidation account, to the extent it is still in existence:  Provided, that an eligible saver’s inchoate interest in the liquidation account shall not entitle such eligible saver to any voting rights at meetings of the savings bank’s stockholders.

Section 10.               Directors.  The savings bank shall be under the direction of a board of directors.  The authorized number of directors, as stated in the savings bank’s bylaws, shall not be less than seven or more than fifteen except when a greater number is approved by the Board.

Section 11.               Amendment of Charter.  Except as provided in Section 5, no amendment, addition, alteration, change, or repeal of this charter shall be made, unless such is first proposed by the board of directors of the savings bank, then preliminarily approved by the Board, which preliminary approval may be granted by the Board pursuant to regulations specifying preapproved charter amendments, and thereafter approved by the shareholders by a majority of the total votes eligible to be cast as a legal meeting.  Any amendment, addition, alternation, change, or repeal so acted upon shall be effective upon filing with the Board in accordance with regulatory procedures or on such other date as the Board may specify in its preliminary approval.

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Any amendment, addition, alteration, change or repeal so acted upon shall be effective upon filing with the Board in accordance with the regulatory procedures or on such other date as the Board may specify in its preliminary approval.

	Attest:		By:
		Secretary of the Savings Bank		President or Chief Executive   Officer of the Savings Bank
Declared effective this __ day of _______, 198__.

			Federal Home Loan Bank Board
Attest:		By:
	Secretary to the Board		Associate General Counsel   for Conversions

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SUPPLEMENTARY SECTION TO

THE FEDERAL STOCK CHARTER OF

WILMINGTON SAVINGS FUND SOCIETY,

FEDERAL SAVINGS BANK

Authorization of Non-Cumulative Convertible

Perpetual Preferred Stock, Series 1,

$.01 Par Value Per Share

RESOLVED that, pursuant to Section 5 of the Federal Stock Charter of Wilmington Savings Fund Society, Federal Savings Bank (the “Bank”), the Board of Directors of the Bank does hereby adopt a Supplementary Section to the Federal Stock Charter of the Bank to provide for the Issuance of shares of Preferred Stock in a series to consist of Two Million (2,000,000) shares, $.01 par value per share, to be known as the Bank’s “Non-Cumulative Convertible Perpetual Preferred Stock, Series 1” and does hereby fix the distinguishing characteristics, relative rights and preferences, including the designation, preferences and relative participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of such series of stock (in addition to those set forth in the Federal Stock Charter of the Bank which are applicable to the Preferred Stock of all series), as follows:

Section 1.   Designation and Amount.  The shares of this series shall be designated as “Non-Cumulative Perpetual Convertible Preferred Stock, Series 1” (the “Series 1 Preferred Stock”) and the number of shares constituting the Series 1 Preferred Stock shall be Two Million (2,000,000) shares.

Section 2.   Dividends and Distributions.

(A)    The holders of record of shares of Series 1 Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors out of funds legally available for the purpose, quarterly cash dividends payable in arrears on the first day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), to the holders of record of the Series 1 Preferred Stock at the close of business on or about the 15th day of the month next preceding the first day of January, April, July or October, as the case may be, fixed by the Board of Directors (the “Record Date”), commencing on the first Quarterly Dividend Payment Date after March 31, 1994 in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to one-quarter of the total annual dividend of ninety cents (90%) per share.

(B)    Dividends due pursuant to paragraph (A) of this Section shall begin to accrue on outstanding shares of Series 1 Preferred Stock from the Quarterly Dividend Payment Date next preceding March 31, 1994.  Dividends accruing on outstanding shares of Series 1 Preferred Stock shall not be cumulative.  Dividends paid on the shares of Series 1 Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.

(C)    No dividends shall accrue or be paid on the Series 1 Preferred Stock, if after payment, the Bank would be undercapitalized within the meaning of Section 38(d) of the Federal Deposit Insurance Act.

Section 3.   Certain Restrictions.

(A)    Prior to March 31, 1994, the Bank shall not in any circumstances, and after March 31, 1994, whenever quarterly dividends or other dividends or distributions payable on the Series 1 Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series 1 Preferred Stock outstanding shall have been paid in full, the Bank shall not:

(i)      declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series 1 Preferred Stock:

(ii)      declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series 1 Preferred stock, except dividends paid ratably on the Series 1 Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or

(iii)           redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series 1 Preferred Stock, provided that the Bank may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Bank ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series 1 Preferred Stock.

(B)    The Bank shall not permit any subsidiary of the Bank to purchase or otherwise acquire for consideration any shares of stock of the Bank unless the Bank could, under paragraph (A) of this Section 3, purchase or otherwise acquire such shares at such time and in such manner.

Section 4.   Voting Rights.  Except as otherwise provided by statute, the Bank’s Federal Stock Charter or the regulations of the Office of Thrift Supervision, or successor thereto, holders of Series 1 Preferred Stock shall have no special voting rights and their consent shall not be required for taking any corporate action.

Section 5.   Conversion.

(A)   Conversion Privilege.  Each holder of a share of Series 1 Preferred Stock shall have the right, at his option, at any time or from time to time to convert such share into six (6) fully paid and nonaccessable shares of the Bank’s common stock, $.01 par value per share (the “Common Stock”).  No adjustment or allowance shall be made for dividends on shares of Series 1 Preferred Stock surrendered for conversion, whether accrued, accumulated or otherwise.  If the Bank subdivides or combine in a larger or smaller number of shares its outstanding shares of Common Stock, then the number of shares of common stock issuable upon the conversion of Series 1 Preferred Stock will be proportionately increased in the case of a subdivision and decreased in the case of a combination effective in either case at the close of business on the date that the subdivision or combination becomes effective.  If the Bank at any time pays to the holders of its Common Stock a dividend in Common Stock, the number of shares of Common Stock issuable upon the conversion of Series 1 Preferred Stock shall be proportionally increased, effective at the close of business on the record date for determination of the holders of the Common Stock entitled to the dividend.  In addition, the number of shares into which the Series 1 Preferred Stock shall convert shall be automatically adjusted from time to time in the same manner and to the same extent as the number of shares into which the 10% Convertible Preferred Stock, Series 1, $.01 par value per share, of Star States Corporation (the “Star States Series 1 Preferred Stock”) shall be entitled to convert so that each share of the Series 1 Preferred Stock shall at all times be convertible into the same number of shares of Common Stock as a share of Star States Series 1 Preferred Stock would then be entitled to convert.

(B)   Manner of Exercise.  In order to exercise the conversion privilege with respect to any shares of Series 1 Preferred Stock, the holder thereof shall surrender the certificate or certificates therefor to any transfer agent of the Bank for the Series 1 Preferred Stock, duly endorsed in blank for transfer, accompanied by written notice of election to convert such shares of Series 1 Preferred Stock or a portion thereof executed on the form set forth on such certificates or on such other form as may be provided from time to time by the Bank.  As soon as practicable after the surrender of such certificates as provided above the Bank shall cause to be issued and delivered, at the office of such transfer agent, to or on the order of the holder of the certificates thus surrendered, a certificate or certificates for the number of full shares of Common Stock issuable hereinunder upon the conversion of such shares of Series 1 Preferred Stock and scrip, in respect of any fraction of a share of Common Stock issuable upon such conversion as provided in paragraph (C).  Such conversion shall be deemed to have been effected on the date on which the certificates for such shares of Series 1 Preferred Stock have been surrendered as provided above, and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on such date the holder of record of the shares represented thereby.

(C)   Issuance of Scrip in Lieu of Fractional Shares.  No fractional shares of Common Stock shall be issued upon any conversion of Series 1 Preferred Stock.  If two or more shares of Series 1 Preferred Stock are surrendered for conversion at one time by the same holder, the number of full shares issuable upon the conversion of such shares shall be computed on the basis of the aggregate Original Liquidation Value (without adjustment for allowance for dividends whether accrued, accumulated or otherwise) of such shares.  In lieu of any fraction of a share of Common Stock to which any holder would otherwise be entitled upon conversion of any shares of Series 1 Preferred Stock, the Bank shall issue non-interest-bearing and non-voting scrip certificates which shall not be entitled to dividends for such fraction, such certificates, together with other similar certificates, to be exchangeable for the number of full shares of Common Stock represented thereby, to be issued in such denominations and in such form, to expire after such reasonable time (which shall not less than one year after the date of issue thereof), to contain such provision for the sale, for the account of the holders of such certificates, of shares of Common Stock for which such certificates are exchangeable, and to be subject to such other terms and conditions, as the Board of Directors may from time to time determine prior to the issue thereof.

(D)    The Bank shall at all times reserve and keep available out of the authorized Common Stock the full number of shares of the Common Stock issuable upon the conversion of all outstanding shares of the Series 1 Preferred Stock.

Section 6.    Redemption of the Series 1 Preferred Stock.

(A)   Redemption at the Bank’s Option.  At any time on or after January 1, 1996, the Bank may redeem all or any portion of the Series 1 Preferred Stock then outstanding at a price per share equal to the Redemption Price (as defined herein).  For each share which is called for redemption, the Bank will be obligated to pay to the holder thereof on the date on which redemption is to be made (the “Redemption Date”), upon surrender by such holder at the offices of the transfer agent for the Series 1 Preferred Stock of the certificate representing such share, duly endorsed in blank or accompanied by an appropriate form of assignment, an amount in cash equal to nine dollars ($9) per share (the “Redemption Price”).

(B)   Partial Redemption.  In the event that less than all of the outstanding shares of the Series 1 Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors of the Bank and the shares to be redeemed shall be determined by lot or pro rata or by any other method as may be determined by such Board of Directors in its sole discretion to be equitable, and the certificate of the Bank’s Secretary filed with the transfer agent for the Series 1 Preferred Stock in respect of such determination shall be conclusive.

(C)   Notice of Redemption.  In the event the Bank shall redeem shares of Series 1 Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than fifteen (15) nor more than sixty (60) days prior to the Redemption Date, to each record holder of the shares to be redeemed, at such holder’s address as the same appears on the books of the Bank.  Each such notice shall state:  (i) the time and date as of which the redemption shall occur; (ii) the total number of shares of Series 1 Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (iii) the Redemption Price; (iv) that the shares of Series 1 Preferred Stock called for redemption may be converted at any time prior to the time and date fixed for redemption; (v) the applicable conversion price or rate; (vi) the place or places where certificates for such shares to be surrendered for payment of the Redemption Price; and (vii) that dividends on the shares to be redeemed will cease to accrue on such Redemption Date.

(D)   Dividends after Redemption Date.  If notice of redemption shall have been given as provided in paragraph (C), dividends on the shares of Series 1 Preferred Stock so called for redemption shall cease to accrue, such shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Bank (except the right to receive from the Bank the Redemption Price without interest and except the right to convert such shares in accordance with Section 5) shall cease (including any right to receive dividends otherwise payable on any Dividend Payment Date that would have occurred after the Redemption Date) from and after the time and date fixed in the notice of Redemption Date or (ii) if the Bank shall so elect and state in the notice of redemption, from and after the time and date (which date shall be Redemption Date or an earlier date not less than fifteen (15) days after the date of mailing of the redemption notice) on which the Bank shall irrevocably deposit with a designated bank or trust company, as paying agent, money sufficient to pay at the office of such paying agent on the Redemption Date, the Redemption Price.  Any money so deposited with any such paying agent which shall not be required for such redemption because of the exercise of any right of conversion or otherwise shall be returned to the Bank forthwith.  Upon surrender (in accordance with the notice of redemption) of the certificate or certificates for any shares to be so redeemed (properly endorsed or assigned for transfer, if the Bank shall so require and the notice of redemption shall so state), such shares shall be redeemed by the Bank at the Redemption Price.  In case fewer than all the shares represented by any such certificate are to be redeemed, a new certificate shall be issued representing the unredeemed shares, without cost to the holder thereof, together with scrip in lieu of fractional shares in accordance with Section 5(C).  Subject to applicable escheat laws, any moneys so set aside by the Bank and unclaimed at the end of one year from the Redemption Date shall revert to the general funds of the Bank, after which reversion the holders of such shares so called for redemption shall look only to the general funds of the Bank for the payment of the Redemption Price without interest.  Any interest accrued on funds so deposited shall be paid to the Bank from time to time.

(E)   No Other Redemption.  The Series 1 Preferred Stock share not be subject to redemption except as provided in this Section 6.

Section 7.   Reacquired Shares.  Any shares of Series 1 Preferred Stock purchased or otherwise acquired by the Bank in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof.  All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Federal Stock Charter of the Bank, including any supplementary section to the Federal Stock Charter creating a series of Preferred Stock or any similar stock or as otherwise required by law.

Section 8.   Liquidation, Dissolution or Winding Up.  Upon any liquidation, dissolution or winding up of the Bank the holders of shares of Series 1 Preferred Stock shall be entitled to receive, after payment or provision for payment of the Bank’s debts and liabilities and distributions or provisions for distributions in settlement of its liquidation account, and aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to nine dollars ($9) (the “Original Liquidation Value”) per share and the holders of the Series 1 Preferred Stock shall not be entitled to any further payment, such amounts being herein sometimes referred to as the “Liquidation Payments.” Upon any such liquidation, dissolution or winding up of the Bank, after the holders of the Series 1 Preferred Stock shall have been paid in full the a mounts to which they shall be entitled, the remaining net assets of the Bank may be distributed to the holders of the Common Stock.  Written notice of any such liquidation, dissolution or winding up, stating a payment date, the a mount of the Liquidation Payments and the place where said sums shall be payable shall be given by mail, postage prepaid, not less than thirty (30) days prior to this payment date stated therein, to the holders of record of the Series 1 Preferred Stock, such notice to be addressed to each stockholder at his post office address as shown by the records of the Bank.  Neither the consolidation nor merger of the Bank into or with any other corporation or corporations, nor the sale or transfer by the Bank of all or any part of its assets, nor the reduction of the capital stock of the Bank, shall be deemed to be a liquidation, dissolution or winding up of the Bank within the meaning of any of the provisions of this Section 8.

Section 9.   Consolidation, Merger, etc.  In the event the Bank shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such event each share of Series 1 Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to the amount which would have been received by the holder thereof if such share of Series 1 Preferred Stock had been converted to Common Stock immediately prior to such transaction pursuant to Section 5 hereof.

The undersigned President and Secretary of the Bank hereby certify that the foregoing Supplementary Section to the Federal Stock Charter of the Bank was duly adopted by the Board of Directors of the Bank.

Dated as of the __ th day of _________, 1992

WILMINGTON SAVINGS FUND SOCIETY,   FEDERAL SAVINGS BANK
By:
	Marvin N. Schoenhals, President

(SEAL)

ATTEST:

By:
	John D. Waters, Secretary

Exhibit 4

Bylaws of Wilmington Savings Fund Society, FSB

(see attached)

BYLAWS OF

WILMINGTON SAVINGS FUND SOCIETY, FEDERAL SAVING BANK

Article I.  Home Office

The home office of Wilmington Savings Fund Society, Federal Savings Bank (“Bank”) shall be at Wilmington in the country of New Cartle in the State of Delaware.

Article II.  Stockholders

Section 1.   Place of Meetings.  All annual and special meetings of stockholders shall be held at such place as the board of directors may determine in the state in which the Bank has its principal place of business.

Section 2.            Annual Meeting.  The annual meeting of the stockholders of the Bank for the election of directors and for the transaction of any other business of the Bank shall be held within 120 days after the end of the Bank’s fiscal year.  Such meeting date shall be designated annually by the board of directors.

Section 3.            Special Meetings.  Special Meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the regulations of the Federal Home Loan Bank Board (“Board”) (which as hereinafter used includes the Federal Savings and Loan Insurances Corporation), may be called at any time by the chairman of the board, the president, or a majority of the board of directors, and shall be called by the chairman of the board, the president, or the secretary upon the written request of the holders of not less than one-tenth of all of the outstanding capital stock of the Bank entitled to vote at the meeting.  Such written request shall state the purpose or purposes of the meeting and shall be delivered to the home office of the Bank addressed to the chairman of the board, the president, or the secretary.

Section 4.            Conduct of Meetings.  Annual and special meetings shall be conducted in accordance with the most current edition of Robert’s Rules of Order unless otherwise prescribed by regulations of the Federal Home Loan Bank Board, or these bylaws.  The Board of directors shall designate, when present, either the chairman of the board or president to preside at such meetings.

Section 5.            Notice of Meetings.  Written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be delivered not less than twenty nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of board, the president, the secretary, the directors calling the meeting to each stockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the U.S. mail, addressed to the stockholder at his address as it appears on the stock transfer books or records of the Bank as of the record date prescribed in Section 6 of this Article II, with postage telecom prepaid.  When any stockholders’ meeting, other amount or special, is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.  It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than thirty days or of the business to be transacted thereof, other than an announcement at the meeting at which such adjournment is taken.

Section 6.            Fixing of Record Date.  For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of stockholders.  Such date in any case shall be not more than sixty days and, in case of a meeting of stockholders, not fewer than ten days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken.  When a determination of stockholders entitled to vote as any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 7.   Voting Lists.  The officer or agent having charge of the stock transfer books for shares of the Bank shall make, at least twenty days before each meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, shall be kept on file at the home office of the Bank and shall be subject to inspection by any stockholder at any time during usual business hours, for a period of twenty days prior to such meeting.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholders during the whole time of the meeting.  The original stock transfer book shall be shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

In lieu of making the stockholders list available for inspection by any stockholder as provided to the preceding paragraph, the board of directors may elect to follow the procedures prescribed in Section 55.6(d) of the Board’s Regulations, as now or hereafter in effect.

Section 8.            Quorum.  A majority of the outstanding shares of the Bank entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented, may adjourn, the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 9.           Proxies.  As all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact.  Proxies solicited on behalf of the management shall be voted as directed by the stockholder or, in the absence of such direction, as determined by a majority of the board of directors.  No proxy shall be vote after eleven months from the date of its execution except for a proxy coupled with an interest.

Section 10.          Voting of shares in the Name of Two or More Persons.  When ownership stands in the name of two or more persons, in the absence of writer directors to the Bank to the contrary, at any meeting of the stockholders of the Bank any one or more of such stockholders may cast, in person or by proxy, all votes to which such ownership is entitled.  In the event an attempt is made to cast conflicting votes, in person are by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present in person or by proxy as such meeting, but no votes shall be cast for such stock if a majority cannot agree.

Section 11.          Voting of Shares by Certain Holders.  Shares standing in the name of another corporation may be voted by any officer, agree or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.  Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name.  shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.  Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed.

A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledges and thereafter the pledgee shall be entitled to vote the shares so transferred.

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Neither treasury shares of its own stock held by the Bank, not shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Bank, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 12.            Cumulative Voting.  For a period of five years following the date of the completion of the conversion of the Bank from mutual to stock form, the cumulation of votes for the election of directors is not permitted.  Thereafter, at each election for directors every stockholders entitled to vote at such election shall have the right either to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors to be elected multiplied by the number of his shares shall equal or by distributing such votes on the same principle among any number of candidates.

Section 13.            Informal Action by Stockholders.  Any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if unanimous consent in writing, setting forth the action to taken, shall be given by all of the stockholders entitled to vote with respect to the subject matter thereof.

Section 14.            Inspectors of Election.  In advance of any meeting of stockholders, the board of directors may appoint any persons other than nominees for office as Inspectors of election to act at such meeting or any adjournment thereof.  The number of Inspectors shall be either one or three.  If the board of directors so appoints either one or three such inspectors that appointment shall not be shared at the meeting.  If inspectors of election are not so appointed, the chairman of the board of the president may make such appointment at the meeting.  If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed.  In case any person appointed as inspector fails to appear or refuses to act, the vacancy may be filled by appointment by the board of directors in advance of the meeting, by the chairman of the board or by the president.

Unless otherwise prescribed by regulations of the Federal Home Loan Bank Board, the duties of such inspectors shall include:  determining the number of shares of stock and the voting power of each share, the shares of stock represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies:  receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all stockholders.

Section 15.             Nominating Committee.  The board of directors shall act as a nominating committee for selecting the management nominees for election as directors.  Except in the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the secretary at least 20 days prior to the date of the annual meeting.  Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Bank.  No nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by stockholders are made in writing and delivered to the secretary of the Bank at least five days prior to the date of the annual meeting.  Upon delivery, such nomination shall be posted in a conspicuous place in each office of the Bank.  Ballots bearing the names of all the persons nominated by the nominating committee and by stockholders shall be provided for use at the annual meeting.  However, if the nominating committee shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any stockholder entitled to vote and shall be voted upon.

Section 16.             New Business.  Any new business proposed by a stockholder to be taken up at the annual meeting shall be stated in writing and filed with the secretary of the Bank at least five days before the date of the annual meeting, and all business so stated, proposed and filed shall be considered at the annual meeting, but no other proposal shall be acted upon at the annual meeting.  Such writing filed with the secretary shall contain such information as required by Regulation 14A and schedule 14A under the Securities Exchange Act 1934.  Any stockholder may make any other proposal at the annual meeting and the same may be discussed and considered, but unless stated in writing and filed with the secretary at least five days before the meeting, as provided above, such proposal shall be laid over for section at an adjourned, special or annual meeting of the stockholders taking place thirty days or more thereafter.  This provisions shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committee, but in connection with such reports to new business shall be acted upon at such annual meeting unless stated and filed as herein provided.

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Article III.  Board of Directors

Section 1.            General Powers.  The business and affairs of the Bank shall be under the direction of its board of directors.  The board of directors shall annually elect a chairman of the board and a president from among its members and shall designate, when present, either the chairman of the board or the president to preside at its meetings.

Section 2.            Number and Term.  The board of directors shall consist of eleven (11) members and shall be divided into three classes as nearly equal in number as possible.  The members of each class shall be elected for a term of three years and until their successors are elected and qualified.  One class shall be elected by ballot annually.

Section 3.            Regular Meetings.  A regular meeting of the board of directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of stockholders.  The board of directors may provide, by resolution, the time and place, within the Bank’s regular landing area, for the holding of additional regular meetings without other notice than such resolution.

Section 4.            Qualifications.  Each Director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the association unless the association is a wholly owned subsidiary of a holding company.

Section 5.            Special Meetings.  Special meetings of the board of directors may be called by or at the request of the chairman of the board, the president or one-third of the directors.  The persons authorized to call special meetings of the board of directors may fix any place, within the Bank’s regular lending area, as the place for holding any special meeting of the board of directors called by such persons.  All meetings of the board of directors shall be conducted in accordance with the most current edition of Robert’s Rules of Order.

Members of the board of directors may participate is meeting by means of conference telephone, or by means of similar communications equipment by which all persons participating in the meeting can hear each other.  Such participates shall constitute presence in person but shall not constitute attendance for the purpose of compensation pursuant to Section 12 of this Article.

Section 6.            Notice.  Written notice of any special meeting shall be given to each directors at least two days prior thereto delivered personally or by telegram, or at least five days prior thereto when delivered by mail at the address at which the director is most likely to be reached.  Such notice shall be deemed to be delivered when deposited in the U.S. mail so addressed, with passage thereon prepaid if mailed, or when delivered to the telegraph company if sent by telegram.  Any director may waive notice of any meeting by a writing held with the secretary.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, not the purpose of, may meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7.            Quorum.  A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time.  Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 6 of this Article III.

Section 8.            Manner of Acting.  The act of the majority of this directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless governing law, rules or regulation requires otherwise.

Section 9.            Action Without a Meeting.  Any section required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, seeing forth the action to taken, shall be signed by all of the directors.

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Section 10.          Resignation.  Any director may resign at any time by sending a written notice of such resignation to the home office of the Bank addressed to the secretary.  Unless otherwise specified thereto such resignation shall take effect upon receipt thereof by the secretary.

Section 11.          Vacancies.  Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining director, even if less than a quorum of the board of director remains.  A director elected to fill a vacancy shall be elected to serve until the next election of director by the stockholder.  Any directorship to be filled by reason of an increase in the number of directors may be filled by board of directors for a term of office continuing only until the next election of directors by the stockholders.

Section 12.          Compensation.  Director, as such, may receive a stated compensation for their services.  By resolution of the board of director, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for actual attendance at each regular or special meeting of the board of directors.  Members of either standing or special committees may be allowed such compensation for actual attendance at committee meetings as the board or directors may determine.

Section 13.          Presumption of Assent.  A director of the Bank who is present at a meeting of the board of directors at which action on any Bank matter is taken shall be presumed to have assented to the action taken unless his dissent or abstention shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Bank within five days after the date he receives a copy of the minutes of the meeting.  Such right to dissent shall not apply to a director who voted in favour of such action.

Section 14.          Removal of Directors.  At a meeting of stockholders called expressly for that purpose, any director may be removed for cause by a vote of the holders of majority of the shares then entitled to vote is an election of directors.  If less than the entire board is to be removed, no one of the director may be removed if the voted cast against the removal would be sufficient to elect a director if then cumulatively voted at an election of the class of directors of which such director is a part.  Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the charter or supplemental sections thereto, the provisions of this section shell apply, in respect to the removal of a director or directors to elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.

Section 15.          Age limitation on directors.  No person shall be eligible for election, re-election, appointment, or reappointment to the board of directors of the Bank if such person is then more than 75 years of age.  No director shall serve beyond the annual meeting of the Bank immediately following his attainment of 75 year of age.  The age limitation shall not apply to a person serving as a director emeritus of the Bank.

Directors emeritus may be appointed and their compensation for services in an amount not to exceed those free paid to voting directors) determined by resolution of the board of director of the Bank.  Only former director of the Bank (including former director of other banks which have merged with, or otherwise been acquired by the Bank) shall be eligible to serve as directors emeritus.  Directors emeritus shall be available for consultation with and advice to management of the Bank.  Directors emeritus may attend meetings of the board of directors, but shall have no vote on any matter acted upon by such board.

Article IV.  Executive and other Committees

Section 1.            Appointment.  The board of directors, by resolution adopted by majority of the full board, may designate the chief executive officer and two or more of the other directors to constitute an executive committee.  The designation of any committee pursuant to this Article IV and the delegation of authority thereto shall not operate to receive the board of directors, of any director, of any responsibility imposed by law or regulation.

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Section 2.            Authority.  The executive committee, when the board of directors is not in section, shall have and may exercise all of the authority of the board of directors except to the extend, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the board of directors with reference to; a declaration of dividends, an amendment of the charter or bylaws of the Bank, or recommending to the stockholders a plan of merger, consolidation, or conversion; the sale, lease or other disposition of all or substantially all of the property and assets of the Bank otherwise than in the usual and regular course of its business; a voluntary dissolution of the Bank; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.

Section 3.            Tenure.  Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the board of directors following his designation and until his successor is designated as a member of the executive committee.

Section 4.            Meetings.  Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution.  Special meetings of the executive committee may be called by a member thereof upon not less than one days’ notice stating the place, date and hour of the meeting, which notice may be written or oral.  Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person.  The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

Section 5.            Quorum.  A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee musty be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 6.            Action Without a Meeting.  Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.

Section 7.            Vacancies.  Any vacancy, in the executive committee may be filled by a resolution adopted by a majority of the full board of directors.

Section 8.            Resignations and Removal.  Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors.  Any member of the executive committee may resign from the executive committee at any time by given written notice to the president or the secretary of the Bank.  Unless otherwise specified therein, such resignation shall take effect upon receipt.  The acceptance of such resignation shall not be necessary to make it effective.

Section 9.            Procedure.  The executive committee shall elect a presiding officer from its member and may fix its own rules of procedure which shall not be inconsistent with these bylaws.  It shall keep regular minutes of its proceedings and report the same to the board directors for its information at meeting thereof held next after the proceedings shall have occurred.

Section 10.          Other Committees.  The board of directors may by resolution establish an audit committee, a loan committee or other committee composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Bank and may prescribe the duties, constitution and procedures thereof.

Article V.  Officers

Section 1.            Positions.  The officers of the Bank shall be a president, one or more vice presidents, a secretary and a treasurer, each of whom shall be elected by the board of directors.  The board of directors may also designate the chairman of the board as an office.  The president shall be the chief executive officer, unless the board of directors designates the chairman of the board as chief executive officer.  The president shall be a director of the Bank.  The officer of the secretary and treasurer may be held by the same person and a vice president may also be either the secretary and the treasurer.  The board of directors may designate one or more vice president as executive vice president or senior vice president.  The board of directors may also elect or authorize the appointment of such other officers as the business of the Bank may require.  The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine.  In the absence of either by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices.

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Section 2.   Election and Terms of Office.  The officers of the Bank shall be elected annually at the first meeting of the board of directors held after each annual meeting of the stockholders.  If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible.  Each officer shall hold office until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.  Election or appointment of an officer, employee or agent shall not of itself create contract rights.  The board of directors may authorise the Bank to enter into an employment contract with any office in accordance with regulations of the Federal Home Loan Bank Board; but no such contract shall impair the right of the board of directors to remove any officer at any time in accordance with Section 3 of the Article V.

Section 3.            Removal.  Any officer may be removed by the board of directors whatever in the judgment the best interests of the Bank shall be served thereby, but such removal, other than for cause, shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.            Vacancies.  A vacancy in any officer because of death, resignation, removal, dis-qualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 5.            Remuneration.  The remuneration of the officers shall be fixed from time to time by the board of directors.

Section 6.            Age limitation on officers.  No person 65 years of age or above shall be eligible for election, re-election, appointment, or reappointment as an officer of the Bank.  No officer shall serve beyond the annual meeting of the Bank immediately following his or her becoming 65.

Article VI.  Contracts, Loans, Checks and Deposits

Section 1.            Contracts.  To the except permitted by regulations of the Federal Home Loan Bank Board, and except as otherwise prescribed by the bylaws with respect to certificates for shares, the board of directors may authorise any officer, employee, or agent of the Bank to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Bank.  Such authority may be general or confined to specific instances.

Section 2.            Loans.  No loans shall be corrected on behalf of the Bank and no evidence of Indebtedness shall be issued in its name unless authorized by the board of directors.  Such authority may be general or confined to specific Insurances.

Section 3.            Checks, Drafts, Etc.  All checks, drafts or others for the payment of money, notes or other evidences of indebtedness issued in the name of the Bank shall be signed by one or more officers, employees or agents of the Bank in such manner as shall from time to time be determined by the board of director.

Section 4.            Deposits.  All funds of the Bank not otherwise employed shall be deposited from time to time to the credit of the Bank in any of its duly authorised depositories as the board of directors may select.

Article VII.  Certificates for Shares and Their Transfer

Section 1.            Certificates for Shares.  Certificates representing shares of capital stock of the Bank shall be in such form as shall be determined by the board of directors and approved by the Federal Home Loan Bank Board.  Such certificates shall be signed by the chief executive officer or by any other officer of the Bank authorised by the board of directors, attested by the secretary or an assistant secretary, and sealed with the corporate and or a facsimile thereof.  The signatures of such officers upon a certificate may be facsimiles if the certificate is mutually signed on behalf of a transfer agent or a registrar, other than the Bank itself or one of its employees.  Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shared are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Bank.  All certificates surrendered to the Bank for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a loss or destroyed certificate, a new certificate may be issued therefor upon such terms and Indemnity to the Bank as the board of directors may prescribe.

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Section 2.            Transfer of Shares.  Transfer of shares of capital stock of the Bank shall be made only on its stock transfer books.  Authority for such transfer shall be given only by the holder of record thereof or by his legal representative, who shall furnish proper evidence of such authority or by his attorney thereunto authorized by power of attorney duly executed and field with the Bank.  Such transfer shall be made only on surrender for cancellation of the certificate for such shares.  The person in whose name shares of capital stock stand on the books of the Bank shall be deemed by the Bank to be the owner thereof for all purposes.

Article VII.  Fiscal years annual Audit

The fiscal year of the Bank shall end on the 31st day of December of each year.  The Bank shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible to the board of directors.  The appointment of such accountants shall be subject to annual ratification by the stockholders.

Article IX.  Dividends

Subject to the terms of the Bank’s charter and the regulations and orders of the Federal Home Loan Bank Board, the board of directors may, from time to time, declare and the Bank may pay, dividends to its outstanding shares of capital stock.

Article X.  Corporate Seal

The board of directors shall approve a Bank seal.

Article XI.  Amendments

There bylaws may be amended in any manner not inconsistent with applicable laws, rules, regulations or the charter at any time by a majority of the full board of directors, or by a majority vote of the votes cast by the shareholders of Bank as any legal meeting called expressly for that purpose.

8

Exhibit 6

Consents of Wilmington Savings Fund Society, FSB

(see attached)

RESOLUTION

WHEREAS, it is necessary that the officers of the Christiana Trust division (hereinafter “Trust Division”) of Wilmington Savings Fund Society, FSB (hereinafter “Company”) in connection with the Company’s fiduciary and agency activities be authorized by and on behalf of the Company, to make, execute and deliver certain agreements, certificates, instruments, documents and/or other writings on behalf of the Company, including in the name of the Trust Division, as such officers or officers acting on behalf of the Company may approve.

NOW THEREFORE, BE IT RESOLVED, that the signing authority outlined below is hereby approved and adopted in all respects effective March 24, 2011.

I.      Client Funds

Checks prepared on behalf of the Trust Division – Any two Trust Officers other than trust operations officer for amounts up to $25,000 and any trust officer and a Trust Vice President for amounts over $25,000.

II.      Other Documents

A.      The Chief Trust Officer or the Executive Vice President of Wealth Management may execute, sign and/or deliver on behalf of the Company, including in the name of the Trust Division, any agreement, instrument, document and/or other writing for the acceptance of any fiduciary or agency appointment or the conduct of business in any agency or fiduciary capacity, and shall have the power to delegate to other officers of the Company such authority.

B.      Trust Officer, Assistant Vice President, Vice President

Any one of the above is authorized to:

1.      Execute, sign and/or deliver any agreement, instrument, document and/or other writing on behalf of the Company, including in the name of the Trust Division, in connection with the acceptance of any fiduciary or agency appointment or the exercise of any fiduciary or agency power, including, but not limited to, any writings of any nature with respect to any real or personal property, tangible or intangible, or any interest therein, including reports and returns to regulatory and tax authorities and the acceptance of new accounts.

2.      Execute, sign and/or deliver any agreement, instrument, document and/or other writing on behalf of the Trust Division, including in the name of the Trust Division, with reference to the purchase, sale, investment, divestment, admission, or withdrawal of mutual funds, common funds, collective funds or cash management vehicles acquired or held by an account as fiduciary or agent.

3.      Execute, sign and/or deliver any agreement, instrument, document and/or other writing on behalf of the Company, including in the name of the Trust Division, with reference to the purchase, sale, receipt, delivery or exchange of securities or other kinds of property, real or personal, tangible, or intangible, required or held by the Company for its own account, or as a fiduciary, or as agent.

4.      Execute, sign and/or deliver any agreement, instrument, document and/or other writing on behalf of the Trust Division, including in the name of the Company, in connection with the settlement of a purchase, sale, exchange, transfer or other transaction with respect to any security or asset and the admission, deposit, withdrawal of any moneys to any daily investment vehicles maintained by the Trust Division in a fiduciary or agency capacity.

5.      Execute, sign and/or deliver on behalf of the Company, including in the name of the Trust Division, any security or other instrument in its capacity as trustee or in any other fiduciary capacity or as agent, and any certificates of authentication appearing upon any securities issued under the instruments or other writings under which the Company is acting as trustee, transfer agent, fiscal agent or in any similar fiduciary or agency capacity.

6.      Guarantee signatures, indemnify and guarantee assignments, transfers and endorsements for transfer on bonds, stock certificates, interim participation and other certificates, indemnify and guarantee signatures on bond and stock powers of attorney, and to waive presentment, demand, protest and to execute amicable revivals of judgment.

7.      Affix the seat of the Company to any agreement, instrument, document and/or other writing and to attest to the execution of any agreement, instrument, document and/or other writing by the Trust Division, including in the name of the Company, in a fiduciary or agency capacity and to the affixing of the seal thereto.

Exhibit 7

Current Report of Wilmington Savings Fund Society, FSB

(see attached)

 

 

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Valaris Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered			Proposed Maximum Offering price Per Unit			Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee(6)
Fees to be Paid	Equity	Common Shares, par value $0.01 per share(1)	457(a)		14,495,079	(2)	$	39.97	(3)	$	579,368,308	(3)		0.0000927	$	53707.44
Fees to be Paid	Debt	Senior Secured First Lien Notes due 2028	457(a)	$	337,265,015	(4)		100	%	$	337,265,015			0.0000927	$	31,264.47
N/A	Debt	Guarantees of Senior Secured First Lien Notes due 2028	N/A		N/A			N/A			N/A			N/A		N/A	(5)
	Total Offering Amounts									$	916,633,323				$	84,971.91
	Total Fees Previously Paid														$	0.00
	Total Fee Offsets														$	84,971.91	(6)
	Net Fee Due														$	0.00

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the common shares being registered hereunder include an indeterminate number of common shares that may be issued in connection with the anti-dilution provisions or shares splits, share dividends, recapitalizations or similar events.

(2) Represents an aggregate of 14,495,079 common shares, $0.01 par value per share, issued pursuant to the Fourth Amended Joint Chapter 11 Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code of Valaris plc and certain of its wholly owned direct and indirect subsidiaries (the “Plan”), and hereby registered for resale by the selling securityholders.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act and based on the average of the high and low prices per share of common shares on February 28, 2022 as quoted on the New York Stock Exchange.

(4) Represents the sum of (i) $158,123,000 aggregate principal amount of Senior Secured First Lien Notes due 2028 (the “Notes”), the initial aggregate principal amount of the Notes issued pursuant to the Plan, and (ii) an additional $179,142,015 aggregate principal amount of Notes that may be issued if interest on the Notes is paid-in-kind through maturity, in each case hereby registered for resale by the selling securityholders.

(5) Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees of the Notes being registered.

(6) Pursuant to Rule 457(p), the registrant hereby offsets the registration fee required in connection with this filing by $84,971.91, which represents a portion of the registration fee previously paid by the registrant with respect to certain unsold securities previously registered on a registration statement on Form S-1 (Registration No. 333-257022) (the “Prior Registration Statement”), initially filed with the Securities and Exchange Commission on June 11, 2021. The offering under the Prior Registration Statement has been terminated and pursuant to Rule 457(p), the $84,971.91 filing fee currently due in connection with this filing is offset against a portion of the previously paid registration fee for such unsold securities under the Prior Registration Statement resulting in a fee of $0.00 due with this filing.

Table 2: Fee Offset Claims and Sources

Registrant or Filer Name

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset Claimed

Fee Paid with Fee Offset Source

Rule 457(b) and 0-11(a)(2)

Fee Offset Claims

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Fee Offset Sources

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Rule 457(p)

Fee Offset Claims

Valaris Limited

S-1

333-257022

06/11/2021

-

$

41,350.15

Equity

Common Shares, par value $0.01 per share(1)

13,995,992

$

379,011,463.36

-

Fee Offset Claims

Valaris Limited

S-1

333-257022

06/11/2021

-

$

46,155.89

Debt

Senior Secured First Lien Notes due 2028

$

423,060,443

$

423,060,443

-

Fee Offset Sources

Valaris Limited

S-1

333-257022

06/11/2021

-

-

-

-

-

-

$

84,971.91