Item 1.01 Entry into a Material Definitive Agreement
Valaris plc (the "Company") continues to have discussions with its lenders and bondholders regarding the terms of a potential comprehensive restructuring of its indebtedness. OnJune 30, 2020 the Company, certain lenders party thereto,Citibank, N.A ., as administrative agent (the "Agent") and the other parties party thereto, entered into that certain Amended and Restated Waiver to Fourth Amended and Restated Credit Agreement (the "A&R Waiver"), which amends and restates the Waiver to Fourth Amended and Restated Credit Agreement datedJune 1, 2020 , which was previously entered into by the Company, certain lenders party thereto,Citibank, N.A ., as administrative agent (the "Agent") and the other parties party thereto (the "Initial Waiver"). The Initial Waiver was entered into under the Company's Fourth Amended and Restated Credit Agreement datedMay 7, 2013 (the "RCF") to waive any resulting default or event of default attributed to any failure by the Company or any of its subsidiaries to make all or any part of their required interest payments due (i) onJune 1, 2020 with respect to the Company's 4.875% Senior Notes due 2022 (the "2022 Notes") and 5.40% Senior Notes due 2042 ("2042 Notes") (the "June 1 Interest Payments") and (ii) onJune 15, 2020 with respect to the Company's 7.375% Senior Notes due 2025 ("2025 Notes") (the "June 15 Interest Payments" together with theJune 1 Interest Payments, the "Missed Interest Payments"). The A&R Waiver is entered into by the parties party thereto to continue to waive any default or event of default in respect of the Missed Interest Payments as well as to also waive any default or event of default under the RCF resulting from any cross-defaults under the 2022 Notes, 2042 Notes, 2025 Notes, the 4.75% Senior Notes due 2024 and the 5.85% Senior Notes due 2044 (collectively, the "Rowan Notes") in respect of the failure to pay theJune 1 Interest Payments. The A&R Waiver will remain in effect until the earliest of (i)July 15, 2020 , (ii) termination or invalidity of the Forbearance Agreement (as defined below), the Forbearance Agreement ceasing to be in full force and effect or amendment of the Forbearance Agreement without consent of the requisite number of RCF lenders and (iii) acceleration by the holders of any of the Rowan Notes in accordance with the terms of the Rowan Notes. The A&R Waiver includes customary representations and does not limit, impair or constitute a waiver of the rights and remedies of the lenders or the Agent, and except as expressly provided in the A&R Waiver and does not amend or affect the terms of the revolving credit facility. Noteholder Forbearance OnJune 30, 2020 , the Company entered into a Forbearance Agreement (the "Forbearance Agreement") pursuant to that certain Indenture to which the Company is a party, dated as ofJuly 21, 2009 (as supplemented by the Ninth Supplemental Indenture, dated as ofJune 7, 2019 , and the Tenth Supplemental Indenture dated as ofFebruary 3, 2020 , the "Base Indenture"), as supplemented by, with respect to the 2022 Notes, the Fourth Supplemental Indenture, dated as ofMay 21, 2012 (the Base Indenture, as so supplemented, the "2022 Notes Indenture"), with respect to the 2024 Notes, the Sixth Supplemental Indenture, dated as ofJanuary 15, 2014 (the Base Indenture, as so supplemented, the "2024 Notes Indenture"), with respect to the 2025 Notes, the Eighth Supplemental Indenture, dated as ofDecember 19, 2016 (the Base Indenture, as so supplemented, the "2025 Notes Indenture"), with respect to the 2042 Notes, the Fifth Supplemental Indenture, dated as ofDecember 11, 2012 (the Base Indenture, as so supplemented, the "2042 Notes Indenture") and with respect to the 2044 Notes, the Seventh Supplemental Indenture, dated as ofJanuary 15, 2014 (the Base Indenture, as so supplemented, the "2044 Notes Indenture"; the 2022 Notes Indenture, the 2024 Notes Indenture, the 2025 Notes Indenture, the 2042 Notes Indenture and the 2044 Notes Indenture, each an "Indenture" and, collectively, the "Indentures"), under which the respective Rowan Notes were issued with certain beneficial holders or investment managers or advisors for such beneficial holders (the "Supporting Holders"). Pursuant to the Forbearance Agreement, the Supporting Holders have agreed to (i) forbear from the exercise of certain rights and remedies that they have under the Indentures or applicable law with respect to certain specified defaults and events of defaults (including cross-defaults as a result of an acceleration) and (ii) in the event that the applicable trustee or any holder or group of holders takes any action which results in an acceleration during the Forbearance Period (as defined below), to deliver written notice to the applicable trustee to rescind such acceleration and its consequences and take all other action in their power to cause such acceleration to be rescinded and annulled. The Company and the Supporting Holders have agreed to continue this forbearance until the earlier of (i)July 15 , 3 --------------------------------------------------------------------------------
2020, (ii) the occurrence of any other default or event of default under the Indentures that is not cured within any applicable grace period, (iii) the acceleration of the Company's obligations under the RCF, (iv) the termination or invalidity of the A&R Waiver, the A&R Waiver otherwise ceasing to be in full force and effect, or the A&R Waiver being amended, supplemented or otherwise modified in each case without the consent of the Supporting Holders, (v) the commencement of a case under title 11 of the United States Code or any similar reorganization, liquidation, insolvency or receivership proceeding by or against the Company or a subsidiary of the Company or (vi) the failure of the Company to timely comply with any term, condition or covenant set forth in the Forbearance Agreement (such period, the "Forbearance Period").
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