Contents		Page
1.	Definitions and interpretation	2
2.	Overriding principle	11
3.	Effective Date	11
4.	Amendments and supplements	13
5.	Savings provisions	28
6.	Application of proceeds	31
7.	Indemnities, costs and expenses	35
8.	Representations	37
9.	Information undertakings	41
10.	General undertakings	45
11.	Events of Default	46
12.	Changes to the Parties	50
13.	Notices	50
14.	Partial invalidity	53
15.	Remedies, rights and waivers	53
16.	Counterparts	54
17.	Governing law	54
18.	Enforcement	54
Schedule 1 List of documents		57
Schedule 2 Framework Deed Term Sheet summary		62
Schedule 3 Conditions precedent and conditions subsequent		64

(1)	BORR DRILLING LIMITED, a company incorporated under the laws of Bermuda with Company No. 51741 and having its registered address at Golar Management (Bermuda) Ltd. S.E. Pearman Building, 2nd Floor, 9 Par-la-Ville Road, Hamilton HM11 Bermuda, as the parent (the "Parent");

(2)	the Subsidiaries of the Parent listed in Schedule 1 (List of documents) as "Purchasers", as the purchasers (the "Purchasers");

(3)	the Subsidiaries of the Parent listed in Schedule 1 (List of documents) as "Debtors", as the debtors (the "Debtors");

(4)	KEPPEL FELS LIMITED, a company incorporated under the laws of Singapore with UEN 196700147N and having its registered address at 50 Gul Road Singapore 629351, as the builder (the "Builder"); and

(5)	OFFSHORE PARTNERS PTE. LTD., a company incorporated under the laws of Singapore with UEN 200917024M and having its registered address at 50 Gul Road Singapore 629351, as the creditor (the "Creditor").

(A)	Each Party has entered into one or more Original Documents.

(B)

The Original Obligors have requested the Creditor Parties to agree to amend and supplement the terms of the Original Documents in accordance with the terms and conditions of this Deed in order to consummate the Equity Raise. The amendments and supplements to the Original Documents in accordance with the terms and conditions of this Deed and the Equity Raise are a part of series of cross-conditional agreements with various stakeholders of the Group (including the Creditor Parties) which, as a whole, will improve the Group's and each Obligor's liquidity and its financial stability in the period following the Effective Date.

(C)	The Parties have entered into this Deed to amend and supplement the Original Documents in accordance with the terms and conditions of this Deed.

(D)

Each Obligor (after giving due consideration to the terms and conditions of the Relevant Documents and satisfying itself that there are reasonable grounds for believing that the execution by it of this Deed will benefit it) is satisfied that entering into this Deed and the other Relevant Documents to which it is a party is for the purposes and to the benefit of itself and its business.

(E)

The guidelines underpinning the amendments and supplements contemplated in this Deed, pursuant to a proposal dated 20 May 2020 prepared by the Creditor Parties and sent to the Parent (the "Framework Deed Term Sheet"), are summarized in Schedule 2 (Framework Deed Term Sheet summary). The Parties intend to implement the guidelines of the Framework Deed Term Sheet (as the same may have been further supplemented and negotiated between the Parties) pursuant to the corresponding Clauses referred to in the table set out in Schedule 2 (Framework Deed Term Sheet summary), which Clauses shall for the avoidance of doubt supersede the guidelines set out in Schedule 2 (Framework Deed Term Sheet summary) and the Framework Deed Term Sheet.

1.	Definitions and interpretation

1.1

Definitions

(a)

an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

(b)

in relation to anything which will be fully or partly prohibited or restricted by law or regulation if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

(a)

prior to the Effective Date, any Original Construction Contract; or

(b)

on and after the Effective Date, any Amended Construction Contract. "Construction Contract (Type 1)" means:

(a)

prior to the Effective Date:

(i)

the Original Construction Contract (B380 HULDRA); or

(ii)

the Original Construction Contract (B381 HEIDRUN); or

(b)

on and after the Effective Date:

(i)

the Amended Construction Contract (B380 HULDRA); or

(a)

prior to the Effective Date:

(i)

the Original Construction Contract (B366 TIVAR);

(ii)

the Original Construction Contract (B367 VALE); or

(iii)

the Original Construction Contract (B368 VAR); or

(b)

on and after the Effective Date:

(i)

the Amended Construction Contract (B366 TIVAR);

(ii)

the Amended Construction Contract (B367 VALE); or

(iii)

the Amended Construction Contract (B368 VAR).

(a)

prior to the Effective Date, any Original Credit Agreement;

(b)

on and after the Effective Date, any Amended Credit Agreement; or

(c)

any New Credit Agreement.

(a)

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the last day of the Security Period or which are otherwise classified as borrowings under the Accounting Principles; and

(b)

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles.

(a)

the Parent;

(b)

each Debtor which is party to:

(i)

the Original Credit Agreement (B358 HILD) or the Amended Credit Agreement (B358 HILD);

(ii)

the Original Credit Agreement (B360 HEIMDAL) or the Amended Credit Agreement (B360 HEIMDAL); or

(iii)

the Original Credit Agreement (B361 HERMOD) or the Amended Credit Agreement (B361 HERMOD); or

(c)

any Obligor which has taken delivery of a Vessel pursuant to any Construction Contract.

(a)

the Framework Deed Term Sheet (as defined in the recitals above); or

(b)

any "secured term loan facility summary of indicative terms and conditions" signed by, amongst others, the Creditor, the Parent, and certain Original Obligors in relation to the financing of any of the Vessels.

(a)

the business, operations, property or condition (financial or otherwise) of the Group taken as a whole or any Obligor;

(b)

the ability of any Obligor to perform its obligations under the Relevant Documents to which it is a party;

(c)

the validity, legality or enforceability of any Relevant Document, or the rights or remedies of any Creditor Party under, the Relevant Documents; or

(d)

the validity, legality or enforceability of any Security expressed to be created under any Relevant Document or the priority and ranking of any of such Security or the rights or remedies of any Creditor Party under any of the Relevant Documents.

(a)

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

(a)

any Original Obligor;

(b)

any Security Provider as defined in any Original Credit Agreement;

(c)

any other person which is party to any Relevant Document (other than a Creditor Party); or

(d)

any other person who has agreed in writing to be bound by the provisions of this Deed as an Obligor and whose agreement has been accepted in writing by the Creditor Parties and the Parent as an Obligor.

(a)

the Original Construction Contract (B380 HULDRA);

(b)

the Original Construction Contract (B381 HEIDRUN);

(c)

the Original Construction Contract (B366 TIVAR);

(d)

the Original Construction Contract (B367 VALE); or

(e)

the Original Construction Contract (B368 VAR).

(a)

the Original Credit Agreement (B358 HILD);

(b)

the Original Credit Agreement (B360 HEIMDAL);

(c)

the Original Credit Agreement (B361 HERMOD);

(d)

the Original Credit Agreement (B380 HULDRA); or

(e)

the Original Credit Agreement (B381 HEIDRUN).

(a)

any Original Construction Contract;

(b)

any Buyer Parent Guarantee (as defined in any Original Construction Contract);

(c)

any Borr Guarantee (as defined in any Original Construction Contract);

(d)

any Original Credit Agreement; or

(e)

any Finance Document (as defined in any Original Credit Agreement).

(a)

the refund guarantee originally dated 18 November 2013 granted by CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, SINGAPORE BRANCH to TRANSOCEAN OFFSHORE DEEPWATER HOLDINGS LIMITED in respect of the Original Construction Contract (B366 TIVAR), as subsequently novated to BORR TIVAR INC.;

(b)

the refund guarantee originally dated 18 November 2013 granted by CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, SINGAPORE BRANCH to TRANSOCEAN OFFSHORE DEEPWATER HOLDINGS LIMITED in respect of the Original Construction Contract (B367 VALE), as subsequently novated to BORR VALE INC.; and

(c)

the refund guarantee originally dated 18 November 2013 granted by CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, SINGAPORE BRANCH to TRANSOCEAN OFFSHORE DEEPWATER HOLDINGS LIMITED in respect of the Original Construction Contract (B368 VAR), as subsequently novated to BORR VAR INC..

(a)

prior to the Effective Date, any Original Document;

(b)

on and after the Effective Date, any Amended Document;

(c)

any New Credit Agreement; or

(d)

any Finance Document (as defined in any New Credit Agreement).

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

the jurisdiction whose laws govern the perfection of any of the Relevant Documents entered into by it.

(a)

the Creditor Parties owe no further liabilities, obligations and undertakings under or pursuant to, and no claims whatsoever under or in respect or any Construction Contract in each case to any Obligor; and

(b)

there is no outstanding Loan Facility (as defined in any Credit Agreement) or commitment under any Credit Agreement and the Creditor Parties are under no further obligation to provide financial accommodation to any Obligor under any Credit Agreement.

(a)

which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b)

more than half the issued equity share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

(c)

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

1.2	Construction and interpretation

(a)	Unless a contrary indication appears, any reference in the Relevant Documents to:

(i)

the "Builder", the "Creditor", any "Debtor", the "Parent", any "Purchaser" or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Relevant Documents;

(ii)

"assets" includes present and future properties, revenues and rights of every description;

(iii)

an "Original Document", a "Relevant Document", or any other agreement or instrument is a reference to that Original Document, that Relevant Document or other agreement or instrument as amended, novated, supplemented, extended or restated from time to time (in each case, however fundamental and whether or not more onerous), including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Original Document, any Relevant Document or other document or security, but in each case to the extent not prohibited by the terms of this Deed;

(iv)

"guarantee" means (other than in Clause 6 (Application of proceeds)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(v)

"including" shall be construed as "including without limitation" (and cognate expressions shall be construed similarly);

(vi)

"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vii)

an "insolvency", "winding-up" or "insolvency proceeding" in relation to any person shall be construed to include:

(A)

any corporate action, legal proceeding or other procedure or step described in Clause 11.7 (Insolvency proceedings) in relation to that person; and

(B)

any of the circumstances described in Clause 11.6 (Insolvency) in relation to that person,

(viii)

a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(ix)

a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(x)

a provision of law or regulation is a reference to that provision as amended or re- enacted; and

(xi)

a time of day is a reference to Singapore time unless the time of another jurisdiction is stated or implied.

(b)	Unless a contrary indication appears, references to Clauses and Schedules are to be construed as references to clauses of, and schedules to, this Deed. Clause and Schedule headings are for ease of reference only.

(c)	Unless a contrary indication appears, a term used in any other Relevant Document or in any notice or certificate given under or in connection with any Relevant Document has the same meaning in that Relevant Document, notice or certificate as in this Deed.

(d)	A Default (other than an Event of Default) is "continuing" if it has not been remedied to the satisfaction of the Creditor Parties or waived and an Event of Default is "continuing" if it has not been expressly waived in writing by the Creditor Parties.

(e)

Where this Deed specifies an amount in a given currency (the "specified currency") "or its equivalent", the "equivalent" is a reference to the amount of any other currency which, when converted into the specified currency utilising the spot rates of exchange available to the relevant Creditor Party for the purchase of the specified currency with that other currency at or about 11.00 a.m. on the relevant date, is equal to the relevant amount in the specified currency.

(f)	In this Deed, unless a contrary indication appears, words importing the plural include the singular and vice versa, and words importing a gender include every gender.

1.3	Third party rights

(a)	Unless expressly provided to the contrary in this Deed, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Deed.

(b)	Notwithstanding any term of this Deed, the consent of any person who is not a Party is not required to rescind or vary this Deed at any time.

(c)	Any Receiver or Delegate may enforce and/or enjoy the benefit of any term of this Deed which expressly confers rights on it pursuant to the Third Parties Act.

1.4	Entire agreement

(a)	This Deed constitutes the entire agreement between the Parties in relation to the transactions contemplated in this Deed and supersedes any previous agreement, whether express or implied, regarding the transactions contemplated in this Deed, including but not limited to the Intent Documents.

(b)

Each Intent Document is indicative only and not legally binding on any of the Parties. Without prejudice to the foregoing, each Party which is party to an Intent Document is released and discharged from all liabilities, obligations and undertakings under or pursuant to, and all claims whatsoever under or in respect of the Intent Documents.

2.	Overriding principle

3.	Effective Date

3.1	Conditions precedent

(a)

The provisions of Clause 4 (Amendments and supplements), Clause 5 (Savings provisions), Clause 6 (Application of proceeds) and Clause 10 (General undertakings) shall only be effective on the date (the "Effective Date") on which each Creditor Party notifies the Obligors' Agent that it has received all of the documents and other evidence listed in and appearing to comply with the requirements of Part 1 (Conditions precedent) of Schedule 3 (Conditions precedent and conditions subsequent).

(b)	Each Creditor Party shall notify the Obligors' Agent promptly upon receiving such documents and other evidence referred to in paragraph (a) above, provided that such Creditor Party shall not be obliged to do so unless the representations to be made by each Obligor are true in all material respects.

(c)

The Obligors shall, as soon as such documents and other evidence have been entered into or become available (and in any case within 10 Business Days from the date on which any such document or evidence has been entered into or becomes available), supply to the Creditor Parties the documents and other evidence listed in paragraph 2.1 (Equity Raise) and paragraph 2.2 (Key creditor consents) of Part 1 (Conditions precedent) of Schedule 3 (Conditions precedent and conditions subsequent).

3.2	Conditions subsequent

3.3	Waiver of conditions precedent and conditions subsequent

3.4	Form and content

(a)	be in form and substance reasonably acceptable to the Creditor Parties;

(b)	(to the extent applicable) be in full force and effect and consummated in accordance with all applicable laws;

(c)	if it is not in English, and if so required by the Creditor Parties, be accompanied by a certified English translation; and

(d)	if required by the Creditor Parties, be certified, notarised, legalised or attested in a manner acceptable to the Creditor Parties (acting reasonably).

3.5	Long-stop date

4.	Amendments and supplements

4.1	B366 TIVAR

(a)	Deferred delivery: article VIII.1 of the Original Construction Contract (B366 TIVAR) shall be amended and restated in the following manner:

(b)

Credit financing: The Creditor Parties and their Affiliates shall not be required to provide any loan facility, any financial accommodation or any other Financial Indebtedness to any Obligor in respect of any Obligor's obligations under or in connection with the Original Construction Contract (B366 TIVAR) or the Amended Construction Contract (B366 TIVAR).

(c)	Holding costs: the following shall be incorporated as a new article XI.2(a)(iv) of the Original Construction Contract (B366 TIVAR):

(d)	Cost cover: the following shall be incorporated as a new article XI.2(a)(v) of the Original Construction Contract (B366 TIVAR):

4.2

B367 VALE

(a)	Deferred delivery: article VIII.1 of the Original Construction Contract (B367 VALE) shall be amended and restated in the following manner:

(b)

Credit financing: the Creditor shall make available a loan facility not exceeding US$130,000,000 to the relevant Purchaser under the Amended Construction Contract (B367 VALE) to finance that Purchaser's acquisition of the relevant Vessel under that Construction Contract on the relevant delivery date of such Vessel, subject to the preparation, execution and delivery of and on the terms of a credit agreement and related documentation (based on the terms set out in the indicative terms contained in the "secured term loan facility summary of indicative terms and conditions" signed by, amongst others, the Creditor, the Parent, and that Purchaser in relation to the financing of that Vessel) in form and substance reasonably satisfactory to the Creditor.

(c)

Payment terms: The existing third (delivery) instalment of One Hundred Forty Seven million Four Hundred and Six Thousand United States Dollars (USD147,406,000) referred to article XI.2(iii) of the Original Construction Contract (B367 VALE) shall be divided into two payments which shall be payable as follows:

(i)

a payment of Ten Million United States Dollars (USD10,000,000) shall be paid by the relevant Purchaser to the Builder on the delivery date of the relevant Vessel and such payment shall be referred to and defined in that Construction Contract as the "third instalment"; and

(ii)

a payment of One Hundred Thirty Seven million Four Hundred and Six Thousand United States Dollars (USD137,406,000) plus or minus any increase or decrease due to modification and/or adjustment, if any, arising prior to the delivery of the relevant Vessel under articles III and VI of that Construction Contract of the CONTRACT PRICE under that Construction Contract, shall be paid by the relevant Purchaser to the Builder on the delivery date of the relevant Vessel, and such payment shall be referred to and defined in that Construction Contract as the "fourth instalment",

(A)

the payment of the first instalment, second instalment, and third instalment shall be made in accordance with article XI.4(a)(i) of that Construction Contract;

(B)

the payment of the fourth instalment shall be made in accordance with article XI.4(a)(ii) of that Construction Contract; and

(C)

article XII.1(a)(i) of that Construction Contract shall be amended such that the relevant Purchaser shall be deemed to be in default under that Construction Contract if any of the first instalment, second instalment, third instalment or fourth instalment are not paid to the Builder within the respective due date of such instalment.

(d)	Cost cover (third instalment): the following shall be incorporated as a new article XI.2(a)(v) of the Original Construction Contract (B367 VALE):

(e)	Cost cover (fourth instalment): the following shall be incorporated as a new article XI.2(a)(v) of the Original Construction Contract (B367 VALE):

4.3

B368 VAR

(a)	Deferred delivery: article VIII.1 of the Original Construction Contract (B368 VAR) shall be amended and restated in the following manner:

(b)

Credit financing: the Creditor shall make available a loan facility not exceeding US$130,000,000 to the relevant Purchaser under the Amended Construction Contract (B368 VAR) to finance that Purchaser's acquisition of the relevant Vessel under that Construction Contract on the relevant delivery date of such Vessel, subject to the preparation, execution and delivery of and on the terms of a credit agreement and related documentation (based on the terms set out in the indicative terms contained in the "secured term loan facility summary of indicative terms and conditions" signed by, amongst others, the Creditor, the Parent, and that Purchaser in relation to the financing of that Vessel) in form and substance reasonably satisfactory to the Creditor.

(c)

Payment terms: The existing third (delivery) instalment of One Hundred Forty Seven million Four Hundred and Six Thousand United States Dollars (USD147,406,000) referred to article XI.2(iii) of the Original Construction Contract (B368 VAR) shall be divided into two payments which shall be payable as follows:

(i)

a payment of Ten Million United States Dollars (USD10,000,000) shall be paid by the relevant Purchaser to the Builder on the delivery date of the relevant Vessel and such payment shall be referred to and defined in that Construction Contract as the "third instalment"; and

(ii)

a payment of One Hundred Thirty Seven million Four Hundred and Six Thousand United States Dollars (USD137,406,000) plus or minus any increase or decrease due to modification and/or adjustment, if any, arising prior to the delivery of the relevant Vessel under articles III and VI of that Construction Contract of the CONTRACT PRICE under that Construction Contract, shall be paid by the relevant Purchaser to the Builder on the delivery date of the relevant Vessel, and such payment shall be referred to and defined in that Construction Contract as the "fourth instalment",

(A)

the payment of the first instalment, second instalment, and third instalment shall be made in accordance with article XI.4(a)(i) of that Construction Contract;

(B)

the payment of the fourth instalment shall be made in accordance with article XI.4(a)(ii) of that Construction Contract; and

(C)

article XII.1(a)(i) of that Construction Contract shall be amended such that the relevant Purchaser shall be deemed to be in default under that Construction Contract if any of the first instalment, second instalment, third instalment or fourth instalment are not paid to the Builder within the respective due date of such instalment.

(d)	Cost cover (third instalment): the following shall be incorporated as a new article XI.2(a)(v) of the Original Construction Contract (B368 VAR):

(e)	Cost cover (fourth instalment): the following shall be incorporated as a new article XI.2(a)(v) of the Original Construction Contract (B368 VAR):

4.4	B380 HULDRA

(a)	Deferred delivery: article 8.1 of the Original Construction Contract (B380 HULDRA) shall be amended and restated in the following manner:

(b)	Credit financing: the following amendments shall be made to the loan facility(ies) being made available under the Original Credit Agreement (B380 HULDRA):

(i)

Reduction of existing loan facility: the amount of the existing loan facility to be made available to the relevant Debtor under that Credit Agreement shall be reduced to US$73,150,000, and that Credit Agreement shall be amended to the extent necessary or desirable to give effect to the purpose and intent of such reduction, including the following amendments:

(A)

the definition of the term "Commitment" in that Credit Agreement shall be amended and restated in the following manner:

(B)

clause 2.1 of that Credit Agreement shall be amended and restated in the following manner:

(ii)

New interest free loan facility: the Creditor shall make available to the relevant Debtor an additional interest free loan in the aggregate principal amount of up to US$4,500,000 under and subject to the provisions of that Credit Agreement and that Credit Agreement shall be logically amended to the extent necessary to give effect to the purpose and intent of the foregoing amendments, including the following amendments:

(A)

the following shall be incorporated as a new clause 2.1A in that Credit Agreement:

(B)

the definition of the term "Interest Rate" in that Credit Agreement shall be amended and restated in the following manner:

(a)

LIBOR; and

(b)

the relevant Margin.".

(C)

the definition of the term "Loan" in that Credit Agreement shall be amended and restated in the following manner:

(D)

the definition of the term "Loan Facility" in that Credit Agreement shall be amended and restated in the following manner:

(E)

any partial prepayment of the Loans under that Credit Agreement shall be applied first towards prepayment of the Interest Bearing Loan Facility, and thereafter towards prepayment of the Interest Free Loan Facility.

(c)	Holding costs: the following shall be incorporated as a new article 3.3A of the Original Construction Contract (B380 HULDRA) immediately after the existing article 3.3 of the Original Construction Contract (B380 HULDRA):

(d)	Principal payments: article 3.3 of the Original Construction Contract (B380 HULDRA) shall be amended and restated in the following manner:

3.3.1

an amount of US$4,410,000 shall be payable on 1 January 2022;

3.3.2

an amount of US$4,420,000 shall be payable on 1 April 2022;

3.3.3

an amount of US$4,420,000 shall be payable on 1 July 2022; and

3.3.4

an amount of US$73,150,000 plus US$4,500,000 (plus or minus any increase or decrease in the Rig Purchase Price pursuant to Article 4) shall be payable on the Delivery Date.".

(e)	Non-payment of principal: article 11.1(a) of the Original Construction Contract (B380 HULDRA) shall be amended and restated in the following manner:

4.5	B381 HEIDRUN

(a)	Deferred delivery: article 8.1 of the Original Construction Contract (B381 HEIDRUN) shall be amended and restated in the following manner:

(b)	Credit financing: the following amendments shall be made to the loan facility(ies) being made available under the Original Credit Agreement (B381 HEIDRUN):

(i)

Reduction of existing loan facility: the amount of the existing loan facility to be made available to the relevant Debtor under that Credit Agreement shall be reduced to US$73,150,000, and that Credit Agreement shall be amended to the extent necessary or desirable to give effect to the purpose and intent of such reduction, including the following amendments:

(A)

the definition of the term "Commitment" in that Credit Agreement shall be amended and restated in the following manner:

(B)

clause 2.1 of that Credit Agreement shall be amended and restated in the following manner:

(ii)

New interest free loan facility: the Creditor shall make available to the relevant Debtor an additional interest free loan in the aggregate principal amount of up to US$4,500,000 under and subject to the provisions of that Credit Agreement and that Credit Agreement shall be logically amended to the extent necessary to give effect to the purpose and intent of the foregoing amendments, including the following amendments:

(A)

the following shall be incorporated as a new clause 2.1A in that Credit Agreement:

(B)

the definition of the term "Interest Rate" in that Credit Agreement shall be amended and restated in the following manner:

(a)

LIBOR; and

(b)

the relevant Margin.".

(C)

the definition of the term "Loan" in that Credit Agreement shall be amended and restated in the following manner:

(D)

the definition of the term "Loan Facility" in that Credit Agreement shall be amended and restated in the following manner:

(E)

any partial prepayment of the Loans under that Credit Agreement shall be applied first towards prepayment of the Interest Bearing Loan Facility, and thereafter towards prepayment of the Interest Free Loan Facility.

(c)	Holding costs: the following shall be incorporated as a new article 3.3A of the Original Construction Contract (B381 HEIDRUN) immediately after the existing article 3.3 of the Original Construction Contract (B381 HEIDRUN):

(d)	Principal payments: article 3.3 of the Original Construction Contract (B381 HEIDRUN) shall be amended and restated in the following manner:

3.3.1

an amount of US$4,410,000 shall be payable on 1 January 2022;

3.3.2

an amount of US$4,420,000 shall be payable on 1 April 2022;

3.3.3

an amount of US$4,420,000 shall be payable on 1 July 2022; and

3.3.4

an amount of US$73,150,000 plus US$4,500,000 (plus or minus any increase or decrease in the Rig Purchase Price pursuant to Article 4) shall be payable on the Delivery Date.".

(e)	Non-payment of principal: article 11.1(a) of the Original Construction Contract (B381 HEIDRUN) shall be amended and restated in the following manner:

4.6	B358 HILD, B360 HEIMDAL and B361 HERMOD

(a)	Insolvency undertaking: the following provisions shall be incorporated into the Original Credit Agreement (B358 HILD), the Original Credit Agreement (B360 HEIMDAL) and the Original Credit Agreement (B361 HERMOD) mutatis mutandis as a new clause 12.1(ccc):

(i)

The Parent and each Purchaser party to that Credit Agreement shall not commence or take any steps in relation to any insolvency proceeding in relation to that Purchaser unless, if required by the Creditor, the legal title to and beneficial interest in the shares in that Purchaser and/or the Vessel which is owned by that Purchaser has been transferred to the Creditor free from any mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect, in consideration for the following:

(A)

the Creditor shall release, reassign and discharge any Transaction Security over such transferred shares and/or such transferred Vessel (as the case may be) on the date on which such transfer takes place (the "Asset Transfer Date"); and

(B)

on the date falling 15 Business Days after the Asset Transfer Date, the Fair Market Value of such Vessel (or, as the case may be, the Vessel owned by the Purchaser whose shares are being transferred) shall be deemed to be applied by the Creditor as Recoveries in accordance with Clause 6.1 (Order of application), provided that:

(1)

the Creditor shall sell such Vessel by the date 24 Months from the Asset Transfer Date on arms-length terms for the Fair Market Value, or otherwise the best price reasonably obtainable within such 24 Month period;

(2)

the Creditor Parties shall not be required to make any payment or application pursuant to paragraph (d) and paragraph (e) of Clause 6.1 (Order of application) until the Creditor has actually received the proceeds of any sale referred to in paragraph (1) above; and

(3)

all amounts payable or to be applied by the Creditor Parties pursuant to paragraph (d) and paragraph (e) of Clause 6.1 (Order of application) shall be limited to, and only be made or payable from, any amounts actually received by the Creditor pursuant to the sale referred to in paragraph (1) above and the Creditor shall not be under any obligation to pay or apply any shortfall between the amounts received by that Creditor pursuant to such a sale and the Fair Market Value of such Vessel provided that the Creditor's rights to submit any proof, make demand or otherwise claim against the relevant Purchaser, any Security Provider or any direct or indirect Subsidiary of the Security Provider in respect of such amount shall be suspended until such amount is applied in pursuant to paragraph (d) and paragraph (e) of Clause 6.1 (Order of application) and the Creditor shall not be entitled to any right of double-proof or double recovery in respect of such amounts.

(ii)

For the purposes of the foregoing, "Fair Market Value" means, in relation to a Vessel, the arithmetic average of the market value of such Vessel reflected in:

(A)

a valuation obtained by the Parent and supplied to the Creditor within 10 Business Days after the Asset Transfer Date; and

(B)

a valuation obtained by the Creditor and supplied to the Parent within 10 Business Days after the Asset Transfer Date; and

(C)

if the market value of that Vessel shown in the abovementioned valuations differ by more than 10 per cent. of the higher of the two valuations, a third valuation obtained by the Creditor and supplied to the Parent within 15 Business Days after the Asset Transfer Date,  and if any valuation is not supplied within the timelines specified above, such valuation shall be disregarded for the purposes of determining the relevant Fair Market Value. Each valuation referred to in this paragraph (ii) shall be:

(1)

addressed to the Creditor;

(2)

issued by any of Artic Offshore Internal AS, Fernleys, Clarksons Valuations Limited, IHS or such other independent shipbroker or valuer which is agreed between the Parent and the Creditor;

(3)

prepared on a desktop basis of a charter-free sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer; and

(4)

dated no earlier than the Asset Transfer Date.

(iii)

The Obligors (other than the IHC) shall, immediately upon written demand by the Creditor, pay to the Creditor the amount of all costs and expenses incurred by that Creditor in connection with any valuation obtained by the Creditor pursuant to paragraph (ii) above.

(b)	Maintenance of Vessel: Clause 9.3 (Maintenance Report) shall be incorporated into each Original Credit Agreement mutatis mutandis as a new clause 12.1(ddd).

4.7	Right to sell or charter

(a)	charter the relevant Vessel to any person prior to the delivery of such Vessel to the relevant Purchaser subject to the relevant Purchaser's right to take delivery of such Vessel under such Construction Contract; or

(b)	sell the relevant Vessel to any person and apply the proceeds of such sale in accordance with the terms of the Builder and such Purchaser's mutual agreement.

4.8	Definition of "Framework Deed"

(a)	The following shall be incorporated as defined term(s) in each Original Construction Contract:

(b)	The following shall be incorporated as defined term(s) in each Original Credit Agreement:

4.9	Ancillary definitions and rules of interpretation

(a)	The definition of the term "Finance Documents" in each Original Credit Agreement shall be amended and restated in the following manner:

(b)	The following shall be incorporated as a new paragraph (g) in the definition of the term "Security Documents" in each Original Credit Agreement:

(c)	The following shall be incorporated as a new paragraph (c) in clause 13.2 of each Original Credit Agreement:

(d)	Each rule of interpretation and construction set out in Clause 1.2 (Construction and interpretation) shall be incorporated into each Original Credit Agreement and each Original Construction Contract mutatis mutandis.

(e)	The definition of the term "LIBOR" in each Original Credit Agreement shall be amended and restated in the following manner:

(f)	The following shall be incorporated as a defined term in each Original Credit Agreement:

5.	Savings provisions

5.1	Continuing obligations

(a)	Each Amended Document and this Deed shall be read and construed as one document and this Deed shall be considered as part of that Amended Document and, without prejudice to the generality of the foregoing, where the context so allows:

(i)

references in each Relevant Document to "this Agreement" or "this Deed", howsoever expressed, shall be read and construed as references to that Relevant Document as amended and/or supplemented by this Deed; and

(ii)

references in any Relevant Document to any other Relevant Document, howsoever expressed, shall be construed to include the latter mentioned Relevant Document as amended and/or supplemented by this Deed.

(b)

Except to the extent expressly amended and/or supplemented by the provisions of this Deed, the terms and conditions of the Original Documents entered into on or before the date of this Deed and all other instruments and agreements executed, delivered or entered into thereunder or pursuant thereto are hereby confirmed and shall remain in full force and effect.

(c)

Save as expressly set out herein, the Obligors represent and warrant that the Creditor Parties have not waived, released or otherwise modified, and undertake that they shall not assert that the Creditors Parties have waived, released or otherwise modified, any of their rights and or the Obligors' obligations under any of the Original Documents.

5.2	Confirmations

(a)	Each Obligor hereby confirms, represents and warrants that:

(i)

each of the Relevant Documents to which it is a party (and any security created or guarantees granted thereunder) remains in full force and effect, and shall continue to be binding on itself notwithstanding the amendments and/or supplements to the Original Documents in the manner provided in this Deed; and

(ii)

each other Obligor's obligations and liabilities under or in connection with the Relevant Documents shall, to the extent that such obligations and liabilities were guaranteed and/or secured by the Original Documents (including the Secured Indebtedness as defined in any Credit Agreement), be guaranteed by the guarantees granted by it under the Relevant Documents to which it is a party and secured by the Transaction Security and the Relevant Documents to which it is a party.

(b)	The Builder shall:

(i)

by the Effective Date, provide the Obligors with a letter from KEPPEL OFFSHORE & MARINE LIMITED confirming that each BUILDER Parent Guarantee (as defined in any Construction Contract (Type 2)) and each Parent Guarantee (as defined in any Construction Contract (Type 1)) remains in full force and effect and continues to guarantee the Builder's obligations under such Construction Contract in accordance with the terms of such Keppel Parent Guarantee notwithstanding the amendments and/or supplements to the Original Documents in the manner provided in this Deed; and

(ii)

procure that:

(A)

in accordance with article XI.6A(d) of each Construction Contract (Type 2), CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, SINGAPORE BRANCH, shall deliver to each Purchaser under each Construction Contract (Type 2) as soon as reasonably practicable after the Effective Date by SWIFT through the relevant Purchaser's bank or by an equivalent means to be approved by each such Purchaser a confirmation that (1) the Refund Guarantee (as defined in such Construction Contract) in favour of such Purchaser continues to be in full force and effect; and (2) it consents to the extension of the expiry date of such Refund Guarantee to the date that is the scheduled delivery date of the relevant Vessel under that Construction Contract, as amended by this Deed; or

(B)

a replacement refund guarantee is issued by the Builder's bank (which bank must have a long term rating of at least "A" by Moody's Investor Services or Standard & Poor's rating services and be approved in advance by the relevant Purchaser), substantially in the form set out in "Exhibit A" to the relevant building contract amendment agreement dated 24 May 2017 in respect of the relevant Construction Contract (Type 2), and the terms of article XI.6 of the relevant Construction Contract, as amended by this Deed, apply to any replacement refund guarantee issued pursuant to this paragraph.

(c)

The Creditor Parties confirm that no Obligors shall be required to provide its audited, consolidated financial statements or unaudited consolidated financial statements for the financial year ended 31 December 2019 (collectively the "Deferred Financial Statements") pursuant to any Credit Agreement until such date as the Parent files, or is required by applicable law or regulation to file, its annual report in respect of the financial year ended 2019 with the US Securities and Exchange Commission of the Norwegian Financial Services Authority (the "Filing"), provided that immediately following the Filing, the relevant Obligor shall provide the Creditor Parties with the Deferred Financial Statements subject to the Filing (the "Financial Reporting Waiver").

(d)

The Creditor Parties acknowledge that certain agreements referred to in paragraph 2.2 (Key creditor consents) of Part 1 (Conditions precedent) of Schedule 3 (Conditions precedent and conditions subsequent) require that a new intermediate holding company of the Group shall be established which will be direct subsidiary of the Parent. Subject to:

(i)

the completion of reasonably satisfactory legal and tax diligence as required by the Creditor Parties in connection with the incorporation of such a holding company;

(ii)

each party to the agreements referred to in paragraph 2.2 (Key creditor consents) of Part 1 (Conditions precedent) of Schedule 3 (Conditions precedent and conditions subsequent) consenting to equivalent amendments to permit the incorporation of an intermediate holding company as far as is necessary;

(iii)

negotiation, execution and delivery of mutually acceptable definitive documentation as required to give effect to the transactions contemplated below and such documentation being satisfactory to the Creditor Parties; and

(iv)

no Material Adverse Effect occurring as a result of the transactions contemplated below,

(A)

an intermediate holding company (the "IHC") to be established as a direct subsidiary of the Parent and a parent of all or substantially all of the Parent's Subsidiaries (including any Obligor) and incorporated in Bermuda, the Cayman Islands or any other jurisdiction acceptable to the Creditor Parties; and

(B)

once established, such IHC shall execute and deliver to the Creditor Parties; amongst others:

(1)

a charge over all the issued share capital of the Obligors owned by the IHC in favour of Creditor as Security for the Secured Liabilities on a limited recourse basis or, if the Parent has already entered into such a charge over all the issued share capital of that Obligor in favour of the Creditor, an amended and restated charge over shares pursuant to which the IHC agrees to be bound by the provisions of the existing charge over all the issued share capital of that Obligor in favour of Creditor as Security for the Secured Liabilities on a limited recourse basis, it being understood that "limited recourse basis" shall mean that the IHC’s liability under any of the foregoing documents shall be limited to, and only be made payable from, any amounts received or recovered by the Creditor Parties from the realisation or enforcement of the Security being granted thereunder; and

(2)

a deed of accession pursuant to which the IHC agrees to be bound by:

(A)

the provisions of this Deed as an Obligor; and

(B)

the provisions of this Deed and the other Relevant Documents as a Security Provider.

6.	Application of proceeds

6.1	Order of application

(a)	in discharging any sums owing to any Receiver or any Delegate;

(b)	in payment of all costs and expenses incurred by any Creditor Party in connection with any realisation or enforcement of the Transaction Security, the shares in any Obligor and/or any Vessel taken in accordance with the terms of this Deed;

(c)	in payment or distribution to the Creditor Parties for application in accordance with Clause 6.2 (Partial payments);

(d)	if none of the Obligors is under any further actual or contingent liability under any Relevant Document, in payment to any person to whom any Creditor Party is obliged by law to pay in priority to any Obligor; and

(e)	the balance, if any, in payment to the relevant Obligor.

6.2	Partial payments

(a)	If the Creditor Parties receives a payment that is insufficient to discharge all the amounts then due and payable by each Obligor under the Relevant Documents, the Creditor Parties shall apply that payment towards the obligations of the Obligors under the Relevant Documents in the following order:

(i)

in or towards payment of any unpaid amount owing to any Receiver or any Delegate under the Relevant Documents; and

(ii)

in or towards payment of any sum due but unpaid under the Relevant Documents at such time and in such order as the Creditor Parties (in their discretion) see fit.

(b)	The Creditor Parties may vary the order set out in paragraphs (a)(i) to (a)(ii) above.

(c)	Subject to Clause 6.11 (Permitted Disposal), paragraphs (a) and (b) above will override any appropriation made, or directed to be applied in some other manner, by an Obligor.

6.3	Guarantee and indemnity

(a)	guarantees to each Creditor Party punctual performance by each other Obligor of all that Obligor's obligations under the Relevant Documents;

(b)	undertakes with each Creditor Party that whenever an Obligor does not pay any amount when due under or in connection with the Secured Liabilities, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c)

agrees with each Creditor Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Creditor Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Relevant Document on the date when it would have been due. The amount payable by each Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 6 if the amount claimed had been recoverable on the basis of a guarantee.

6.4	Continuing guarantee

6.5	Reinstatement

6.6	Waiver of defences

(a)	any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)	the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any Obligor, any member of the Group or any other person;

(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or Security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security;

(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Obligor or any other person;

(e)

any amendment, novation, supplement, extension, restatement or replacement (in each case however fundamental and whether or not more onerous) of any Relevant Document or any other document or security including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Relevant Document or other document or security;

(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Relevant Document or any other document or security;

(g)	any intermediate payment or discharge of any of the Secured Liabilities in whole or in part;

(h)	any insolvency proceedings, amalgamation, reconstruction or reorganization of any Obligor or any other person; or

(i)	this Deed or any other Relevant Document not being executed by or binding upon any other party.

6.7	Immediate recourse

6.8	Appropriations

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by that Creditor Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)	hold in a suspense account any moneys received from any Guarantor or on account of that Guarantor's liability under this Clause 6.

6.9	Deferral of Guarantors' rights

(a)

During the Security Period and unless any Creditor Party otherwise directs, no Guarantor shall exercise or otherwise enjoy the benefit of any right which it may have by reason of performance by it of its obligations under the Relevant Documents or by reason of any amount being payable, or liability arising, under any Relevant Document:

(i)

to be indemnified by an Obligor or any other person;

(ii)

to claim any contribution from any other guarantor of or provider of Security for any person's obligations under the Relevant Documents;

(iii)

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Creditor Parties under the Relevant Documents or of any other guarantee or security taken pursuant to, or in connection with, the Relevant Documents by any Creditor Party;

(iv)

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which that Guarantor has given a guarantee, undertaking or indemnity under Clause 6.1 (Guarantee and indemnity);

(v)

to exercise any right of set-off against any Obligor; and/or

(vi)

to claim or prove as a creditor of any Obligor in competition with any Creditor Party.

(b)

If any Guarantor shall receive any benefit, payment or distribution in relation to any such right it shall hold that benefit, payment or distribution (or so much of it as may be necessary to enable all amounts which may be or become payable to the Creditor Parties by the Obligors under or in connection with the Relevant Documents to be paid in full) on trust for the Creditor Parties, and shall promptly pay or transfer the same to the Creditor Parties or as the Creditor Parties may direct.

6.10	Additional security

6.11	Permitted Disposal

7.	Indemnities, costs and expenses

7.1	Other indemnities

(a)	the occurrence of any Event of Default;

(b)	any information produced, provided or approved by or on behalf of an Obligor being or being alleged to be misleading and/or deceptive in any respect;

(c)	any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated, financed or secured under the Relevant Documents; or

(d)	a failure by an Obligor to pay any amount due under a Relevant Document on its due date or in the relevant currency.

7.2	Indemnity in relation to enforcement

(a)	Each Obligor (other than the IHC) shall, immediately upon written demand by a Creditor Party, a Receiver or a Delegate, promptly indemnify that Creditor Party, that Receiver and that Delegate against any cost, loss or liability incurred by any of them as a result of:

(i)

acting or relying on any communication, notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

(ii)

the taking, holding, protection or enforcement of the Transaction Security;

(iii)

the exercise of any of the rights, powers, discretions and remedies vested in that Creditor Party, each Receiver and Delegate by the Relevant Documents or by law;

(iv)

instructing lawyers, accountants, Tax advisers, surveyors or other professional advisers or experts as permitted under any Relevant Document; or

(v)

acting as a Receiver or Delegate under the Relevant Documents or which otherwise relates to any of the Charged Assets or the performance of the terms of the Relevant Documents (otherwise than as a result of its gross negligence or wilful misconduct).

(b)

Every Receiver and Delegate may, in priority to any payment to the Creditor Parties, indemnify itself out of the Charged Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 7.2 and shall have a lien on the Transaction Security and the proceeds of enforcement of the Transaction Security for all moneys payable to it.

7.3	Transaction expenses

(a)	this Deed and any other documents referred to in this Deed or in a Relevant Document; and

(b)	any other Relevant Documents executed after the date of this Deed,

7.4	Amendment costs

7.5	Enforcement and preservation costs

7.6	Other Creditor Party expenses

7.7	Indemnities separate

(a)	constitute a separate and independent obligation from the other obligations in that document or any other Relevant Document;

(b)	give rise to a separate and independent cause of action;

(c)	apply irrespective of any indulgence granted by any Creditor Party;

(d)	continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of the Secured Liabilities or any other judgment or order; and

(e)	apply whether or not any claim under it relates to any matter disclosed by any Obligor or otherwise known to any Creditor Party.

8.	Representations

8.1

Status

(a)	It is a company or, as the case may be, a corporation, duly incorporated and validly existing and, where applicable, in good standing under the laws of its jurisdiction of incorporation.

(b)	It and each of its respective Subsidiaries (if any) has the power to own its assets and carry on its business as it is being conducted.

8.2	Binding obligations

(a)	The obligations expressed to be assumed by it in each Relevant Document to which it is a party are legal, valid, binding and enforceable.

(b)	Without limiting the generality of paragraph (a) above, each Relevant Document to which it is a party creates the security interests which that Relevant Document purports to create and those security interests are valid and effective.

8.3	Non-conflict with other obligations

(a)	any law or regulation applicable to it;

(b)	its constitutional documents; or

(c)	any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (howsoever described) under any such agreement or instrument.

8.4	Power and authority

(a)

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Relevant Documents to which it is a party and the transactions contemplated by those documents and to create the Security expressed to be created by the Relevant Documents to which it is or will be a party.

(b)	No limit on its powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Relevant Documents to which it is a party.

8.5	Validity and admissibility in evidence

(a)	to enable it to lawfully enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party;

(b)	to make the Relevant Documents to which it is a party admissible in evidence in its Relevant Jurisdictions;

(c)	for it to carry on its business, and which are material; and

(d)	to enable it to create the Security to be created by it under any Relevant Document to which it is a party and to ensure that such Security has the priority and ranking it is expressed to have, have been obtained or effected and are in full force and effect.

8.6	Governing law and enforcement

(a)	The choice of the governing law of the Relevant Documents which it is party to will be recognised and enforced in its Relevant Jurisdictions.

(b)	Any judgment obtained in relation to the Relevant Documents which it is party to, in the court which such Relevant Document is expressed to be subject to the jurisdiction of, will be recognised and enforced in its Relevant Jurisdictions.

8.7	Insolvency

(a)	corporate action, legal proceeding or other procedure or step described in Clause 11.7 (Insolvency proceedings); and

(b)	creditor's process described in Clause 11.8 (Creditors' process),

8.8	No filing or stamp Taxes

8.9	No immunity

8.10	No Default

(a)	No Default is continuing or might reasonably be expected to result from its entry into, the performance of, or any transaction contemplated by, any Relevant Document to which it is a party.

(b)

No other event or circumstance is outstanding which constitutes (or with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on it or any of its Subsidiaries (if any) or to which its (or any of its Subsidiaries' (if any)) assets are subject which might have a Material Adverse Effect.

8.11	No misleading information

(a)	All information provided by or on behalf of it in relation to any Relevant Document was true, complete and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated and was not misleading in any material respect.

(b)

All financial projections provided by or on behalf of it and/or each Maintenance Report have been prepared on the basis of recent historical information and on the basis of reasonable assumptions which were reasonable as at the date they were prepared and supplied and which was arrived at after careful consideration.

(c)	The expressions of opinion or intention provided by or on behalf of it pursuant to the Maintenance Report were made after careful consideration and (as at the date of the Maintenance Report) were fair and based on reasonable grounds.

(d)

No event of circumstance has occurred or arisen and no information has been omitted from the information so provided and no information has been given or withheld that results in the information, opinions, intentions, forecasts or projections provided by or on behalf of it being untrue or misleading in any material respect.

8.12	Financial statements

(a)	The financial statements of each Reporting Entity most recently supplied to the Creditor Parties were prepared in accordance with the Accounting Principles consistently applied save to the extent expressly disclosed in such financial statements.

(b)

The financial statements of each Reporting Entity most recently supplied to the Creditor Parties give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition and operations (consolidated in the case of the Parent) for the period to which they relate, save to the extent expressly disclosed in such financial statements.

(c)	The budgets and forecasts supplied under this Deed were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied.

(d)	Since the date of the most recent financial statements delivered pursuant to Clause 9.1 (Financial statements) there has been no material adverse change in the assets, business or financial condition of each Reporting Entity.

8.13	No proceedings pending or threatened

(a)	No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it.

(b)	No judgment or order of a court, arbitral body or agency which is reasonably likely to have a Material Adverse Effect has been made against it.

8.14	Repetition

(a)	Each of the representations set out in this Clause 8 (save for this Clause 8.14) are deemed to be made by each Obligor by reference to the facts and circumstances then existing on:

(i)

the date on which the Creditor Parties are or would have been obliged to provide a notification to the Obligors' Agent pursuant to paragraph (b) of Clause 3.1 (Conditions precedent);

(ii)

the date of this Deed; and

(iii)

each Delivery Date (as defined in any Construction Contract (Type 1)), each Scheduled Delivery Date (as defined in any Construction Contract (Type 2)), each Extended Delivery Date (as defined in any Construction Contract (Type 2)) and for the avoidance of doubt each date on which a Vessel is intended to be delivered to the relevant Purchaser under the relevant Construction Contract.

(b)	Each of the representations set out in Clause 8.11 (No misleading information) and Clause 8.12 (Financial statements) are deemed to be made by each Obligor by reference to the facts and circumstances then existing on:

(i)

the date on which each set of financial statements of each Reporting Entity are supplied to any Creditor Party; and

(ii)

the date of each Maintenance Report and the date on which each Maintenance Report is supplied to any Creditor Party.

9.	Information undertakings

9.1	Financial statements

(a)	In this Deed, "Reporting Entity" means each person whose financial statements are required to be supplied to the Creditor Parties pursuant to this Clause 9.1 and/or whose Maintenance Reports are required to be supplied to the Creditor Parties pursuant to Clause 9.3 (Maintenance Report).

(b)	Each Reporting Entity shall supply to the Creditor Parties:

(i)

subject to the Financial Reporting Waiver, as soon as the same become available, but in any event within 120 days after the end of each of its financial years or, if earlier, within five Business Days of any earlier date that the relevant Reporting Entity is required to file its audited financial statements with any regulatory authority pursuant to any applicable law or regulation:

(A)

the audited unconsolidated financial statements of each Debtor and each Purchaser for that financial year or, if a director of the Parent delivers to the Creditor a confirmation that unaudited consolidated financial statements of such Debtor or such Purchaser is consolidated in the audited consolidated financial statements of the Parent, unaudited unconsolidated financial statements of such Debtor or such Purchaser for that financial year; and

(B)

the audited consolidated financial statements of the Parent for that financial year; and

(ii)

subject to the Financial Reporting Waiver, as soon as the same become available, but in any event within 60 days after the end of each first, second and third quarter of each of its financial years or, if earlier, within five Business Days of any earlier date that the relevant Reporting Entity is required to file its unaudited financial statements for that financial quarter with any regulatory authority pursuant to any applicable law or regulation:

(A)

the unaudited unconsolidated financial statements of each Debtor and each Purchaser for that financial quarter; and

(B)

the unaudited consolidated financial statements of the Parent for that financial quarter; and

(iii)

subject to the Financial Reporting Waiver, as soon as they are available, but in any event within 10 days after the end of each calendar month, the financial statements of the Parent on a consolidated basis for that month (to include a projected cashflow statement for the Group for the subsequent three calendar months).

(c)	The provisions of this Clause 9.1 shall supersede and replace the provisions of paragraphs (a)(i) and (a)(ii) of clause 12.1 in each Credit Agreement.

9.2	Requirements as to financial statements

(a)	include a balance sheet, profit and loss account and (in the case of the Parent only) cashflow statement.

(b)	(in the case of any financial statements for any financial years) be audited by its auditors;

(c)

be certified by a director of the relevant Reporting Entity as giving a true and fair view of (if audited) or fairly representing (if unaudited) its financial condition and operations (or, in the case of the Parent, the consolidated financial condition and operations of the Group) as at the date of and for the period in relation to which those financial statements were drawn up;

(d)

in relation to any financial statements which it supplies to the Creditor Parties pursuant to paragraph (b)(iii) of Clause 9.1 (Financial statements), be accompanied by a statement by a director of the Parent comparing actual performance for the period to which the financial statements relate with the forecast(s) set out in the previous financial statements which it had delivered to the Creditor Parties pursuant to paragraph (b)(iii) of Clause 9.1 (Financial statements) in respect of such period; and

(e)

be prepared in accordance with the Accounting Principles, the accounting practices and financial reference periods consistent with those applied in the preparation of the preceding financial statements previously delivered to the Creditor Parties for that Reporting Entity unless, in relation to any set of financial statements, the Obligors' Agent notifies the Creditor Parties that there has been a change in the Accounting Principles, the accounting practices or financial reference periods and its auditors (or, if appropriate, the auditors of the relevant Reporting Entity) delivers to the Creditor Parties a description of any change necessary for those financial statements to reflect the Accounting Principles, the accounting practices and financial reference periods upon which the preceding financial statements previously delivered to the Creditor Parties for that Reporting Entity were prepared.

9.3	Maintenance Report

(a)	Each Debtor shall supply together with each set of financial statements which it supplies to the Creditor Parties pursuant to paragraph (b)(ii) of Clause 9.1 (Financial statements), a quarterly Maintenance Report.

(b)	Each Reporting Entity shall ensure that its Maintenance Report for each financial quarter:

(i)

includes:

(A)

the projected anticipated expenses incurred or to be incurred by that person over the subsequent financial quarter in connection with the operation, employment, maintenance, repair, drydocking and insurances of its Vessel; and

(B)

such further information regarding the operation, employment, maintenance, repair, drydocking and insurances of its Vessel as any Creditor Party may reasonably request and which can be delivered without breach by any Obligor of any confidentiality undertakings in favour of any person other than any member of the Group or any Affiliates of the Parent or any applicable law or rules of a securities/regulatory exchange; and

(ii)

has been approved by a director of the relevant Reporting Entity.

9.4	Information: miscellaneous

(a)	at the same time as they are dispatched, copies of all documents dispatched by any Obligor to its shareholders generally (or any class of them) or its creditors generally (or any class of them);

(b)

promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor and/or the Vessels and, in relation to the Parent only, which if adversely determined, might reasonably be expected to have a Material Adverse Effect;

(c)	promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any Obligor and/or the Vessels and, in relation to the Parent only, which might reasonably be expected to have a Material Adverse Effect;

(d)

promptly, such further information regarding the financial condition, business and operations of any Obligor or the Group as any Creditor Party may reasonably request and which can be delivered without breach by any Obligor of any confidentiality undertakings in favour of any person other than any member of the Group or any Affiliates of the Parent or any applicable law or rules of a securities/regulatory exchange; and

(e)	promptly, such information as any Creditor Party may reasonably require about the Vessels or the Charged Assets and compliance of the Obligors with the terms of any Relevant Document,

9.5	Notification of certain events

(a)	Each Obligor shall notify the Creditor Parties of any Default (and in each case, the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b)

Each Obligor shall notify the Creditor Parties of any insolvency proceeding which is or is intended to be commenced in relation to it (and in each case, the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence and in any case no later than the date falling 10 days prior to the date on which such insolvency proceeding is commenced.

(c)

Promptly upon a request by the Creditor Parties, each Obligor (or the Obligors' Agent on its behalf) shall supply to the Creditor Parties a certificate signed by a director on its behalf certifying that no Default is continuing and it is not aware that any insolvency proceeding is or is intended to be commenced against it (or if a Default is continuing or any insolvency proceeding is or is intended to be commenced against it, specifying the Default or the insolvency proceeding which is or is intended to be commenced against it and the steps, if any, being taken to remedy it).

9.6	Notification of fundraising

(a)	The Parent shall promptly notify the Creditor Parties if:

(i)

the Parent or any member of the Group incurs or will incur any Financial Indebtedness; or

(ii)

the Parent or any member of the Group has or will, issue any shares or grant to any person any conditional or unconditional option, warrant or other right to call for the issue or allotment of, subscribe for, purchase or otherwise acquire any share of the Parent or any member of the Group (including any right of pre-emption, conversion or exchange), or alter any right attaching to any share capital of the Parent.

(b)

The Parent shall promptly supply to the Creditor Parties, such information (including the material terms of the arrangements which are being entered into) as any Creditor Party may reasonably require about such arrangements referred to in paragraph (a) and which can be delivered without breach by any Obligor of any confidentiality undertakings in favour of any person other than any member of the Group or any Affiliates of the Parent or any applicable law or rules of a securities/regulatory exchange.

(c)	Paragraphs (a) and (b) above shall not apply to:

(i)

the Equity Raise;

(ii)

any transaction entered into by any member of the Group solely with any another member of the Group;

(iii)

any Financial Indebtedness incurred pursuant to any arrangements in existence and in force on the date of this Deed;

(iv)

any transaction undertaken pursuant to any management, board or employee incentive or remuneration programme or similar; or

(v)

any transaction the principal amount or the net consideration receivable of which does not exceed US$10,000,000 (or its equivalent in other currencies).

10.	General undertakings

10.1	Authorisations

(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)	supply certified copies to the Creditor Parties of,

(i)

enable it to perform its obligations under the Relevant Documents to which it is a party;

(ii)

ensure the legality, validity, enforceability or admissibility in evidence of the Relevant Documents to which it is a party; and

(iii)

carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

10.2	Further assurance

(a)	Each Obligor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as any Creditor Party may specify (and in such form as that Creditor Party may require in favour of that Creditor Party or its nominee(s)):

(i)

to perfect the Security created or intended to be created under or evidenced by the Relevant Documents to which it is a party (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security to which it is a party) or for the exercise of any rights, powers and remedies of that Creditor Party or the other Creditor Parties provided by or pursuant to the Relevant Documents to which it is a party or by law;

(ii)

to confer on that Creditor Party, Security over any property and assets of that Obligor located in any jurisdiction, equivalent or similar to the Security intended to be conferred by or pursuant to the Relevant Documents to which it is a party; and/or

(iii)

to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security to which it is a party.

(b)

Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection, maintenance or modification of any Security conferred or intended to be conferred on any Creditor Party by or pursuant to the Relevant Documents to which it is a party.

11.	Events of Default

11.1	Non-payment

11.2	Material undertakings

(a)	paragraph (c) of Clause 3.1 (Conditions precedent);

(b)	Clause 3.2 (Conditions subsequent); and

(c)	Clause 9.5 (Notification of certain events).

11.3	Other obligations

(a)	Any Obligor does not comply with any provision of this Deed (other than those referred to in Clause 11.1 (Non-payment) and Clause 11.2 (Material undertakings)).

(b)	An event of default or termination event (in each case howsoever expressed, described or defined) occurs and is continuing under any Relevant Document.

(c)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 10 Business Days of the earlier of (i) any Creditor Party giving notice to the Obligors' Agent and (ii) any Obligor becoming aware of the failure to comply.

11.4	Misrepresentation

11.5	Cross default

(a)	Any Financial Indebtedness of any Obligor is not paid when due nor within any applicable grace period.

(b)	Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)	Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended by a creditor of any Obligor as a result of an event of default (however described).

(d)	Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any Obligor due and payable prior to its specified maturity as a result of an event of default (however described).

(e)

No Event of Default will occur under this Clause 11.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness, when aggregated with the Financial Indebtedness of any other person falling within paragraphs (a) to (d) above, is less than US$10,000,000 (or its equivalent in any other currency or currencies).

11.6	Insolvency

(a)

Any Obligor is or is presumed or deemed to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Creditor Party in its capacity as such) with a view to rescheduling any of its indebtedness.

(b)	The value of the assets of any Obligor is less than its liabilities (taking into account contingent and prospective liabilities).

(c)	A moratorium is declared in respect of any indebtedness of any Obligor. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

11.7	Insolvency proceedings

(a)	Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i)

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, judicial management, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement, filing under title 11 of the United States Code, 11 U.S.C. §§ 101-1532, or otherwise) of any Obligor;

(ii)

a composition, compromise, assignment or arrangement with any creditor of any Obligor, or any assignment for the benefit of creditors generally of any Obligor or a class of such creditors;

(iii)

the appointment of a liquidator, receiver, administrator, judicial manager, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any Obligor or any of its assets; or

(iv)

enforcement of any Security over any assets of any Obligor,

(b)	Paragraph (a) shall not apply to:

(i)

any arrangements contemplated in paragraph 2.2 (Key creditor consents) of Part 1 (Conditions precedent) of Schedule 3 (Conditions precedent and conditions subsequent); or

(ii)

any legal proceeding which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.

11.8	Creditors' process

(a)	Any expropriation, attachment, sequestration, distress, execution or any analogous event affects all or any material part of the assets of any Obligor.

(b)	Paragraph (a) shall not apply to any legal proceeding which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.

11.9	Material adverse change

11.10

Acceleration

(a)	by notice to the Obligors' Agent on behalf of the Obligors:

(i)

exercise all or any of its respective rights, remedies, powers or discretions under:

(A)

clause 13.2 (Declarations) of each Credit Agreement;

(B)

article 11.2 of each Construction Contract (Type 1); or

(C)

article XII.2 of each Construction Contract (Type 2),

(ii)

cancel any Loan Facility (as defined in any Credit Agreement) or any commitment for any Financial Indebtedness (and reduce them to zero), whereupon they shall immediately be cancelled (and reduced to zero);

(iii)

cancel any part of any Loan Facility (as defined in any Credit Agreement) or any commitment for any Financial Indebtedness (and reduce such Loan Facility (as defined in any Credit Agreement) or such commitment accordingly), whereupon the relevant part shall immediately be cancelled (and the relevant Loan Facility (as defined in any Credit Agreement) or the relevant commitment shall be immediately reduced accordingly);

(iv)

declare that all or part of a Loan (as defined in any Credit Agreement), together with accrued interest, and all other amounts accrued or outstanding under the Relevant Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(v)

declare that all or part of a Loan (as defined in any Credit Agreement) be payable on demand, whereupon they shall immediately become payable on demand by the relevant Creditor Party; and/or

(b)	exercise all of its rights, remedies, powers or discretions under the Relevant Documents and/or in respect of the Transaction Security as though an Event of Default as defined in any Credit Agreement has occurred or any Purchaser is in default under any Construction Contract.

12.	Changes to the Parties

12.1	Assignments and transfers

(a)	No Party may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of this Deed or any Relevant Document.

(b)

Any Creditor Party may assign any of its rights and benefits or transfer by novation any of its rights, benefits and obligations in respect of this Deed to any person whom it assigns any of its rights and benefits, or transfers by novation, to any of its rights, benefits and obligations under and in accordance with the terms of any Construction Contract or any Credit Agreement.

12.2	Resignation of an Obligor

(a)	The Parent may request that any Obligor ceases to be an Obligor by delivering such a request in writing to the Creditors.

(b)

The Creditor Parties shall accept the resignation of such Obligor by notifying the Parent in writing (following which such Obligor shall be released and discharged from all liabilities, obligations and undertakings under or pursuant to, and all claims whatsoever under or in respect of this Deed) if:

(i)

no Default is continuing; and

(ii)

such Obligor has taken delivery of its Vessel pursuant to the Construction Contract which it is a party to and is under no actual or contingent liability to the Creditor Parties or any of them as a Purchaser under or in connection with any Construction Contract or as a Debtor under any Credit Agreement.

(c)	A notice in respect of BORR TIVAR INC. shall be deemed to have been served under paragraph (a) and paragraph (b) above upon delivery of the relevant Vessel to the BORR TIVAR INC. and provided the conditions in (b)(i) and (b)(ii) above are satisfied at that time.

13.

Notices

13.1	Obligors' Agent

(a)	Each Obligor (other than the Parent) by its execution of this Deed or a Relevant Document incorporating this Clause 13.1 irrevocably appoints the Parent (the "Obligors' Agent") to act on its behalf as its agent in relation to the Relevant Documents and irrevocably authorises:

(i)

the Parent on its behalf to supply all information concerning itself contemplated by this Deed and/or the Relevant Documents to the Creditor Parties and to give all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii)

each Creditor Party to give any notice, demand or other communication to that Obligor pursuant to the Relevant Documents to the Parent,

(b)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Relevant Document on behalf of another Obligor or in connection with any Relevant Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Relevant Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

13.2	Communications in writing

(a)	shall be made in writing;

(b)	in the case of a notice by an Obligor, must be signed by an authorised signatory of the sender (directly or with a facsimile signature); and

(c)	unless otherwise stated, may be made or delivered by letter or electronic mail.

13.3

Addresses

13.4

Delivery

(a)	Any communication or document made or delivered by one person to another under or in connection with the Relevant Documents will be effective:

(i)

if by way of electronic mail, only when actually received (or made available) in readable form; or

(ii)

if by way of letter, only when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

(b)

Notwithstanding paragraph (a) above, any communication or document to be made or delivered to any Creditor Party will be effective only when actually received by it (or if by way of electronic mail, when made available in readable form) and then only if it is expressly marked for the attention of the department or officer identified with its signature below (or any substitute department or officer as it shall specify for this purpose).

(c)	Any communication or document made or delivered to the Obligors' Agent in accordance with this Clause 13.4 will be deemed to have been made or delivered to each of the Obligors.

(d)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

13.5	Notification of address

13.6

Reliance

(a)

Any communication or document sent under this Clause 13 can be relied on by the recipient if the recipient reasonably believes it to be genuine and (if such a signature is required under Clause 13.2 (Communications in writing)) it bears what appears to be the signature (original or facsimile) of an authorised signatory of the sender (without the need for further enquiry or confirmation).

(b)	Each Party must take reasonable care to ensure that no forged, false or unauthorised notices are sent to another Party.

13.7	English language

(a)	Any notice given under or in connection with any Relevant Document must be in English.

(b)	All other documents provided under or in connection with any Relevant Document must be:

(i)

in English; or

(ii)

if not in English, and if so required by any Creditor Party, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

13.8

Publicity

(a)

No filings, disclosures, announcement or publicity relating to this Deed and/or the transactions contemplated in this Deed shall be made or arranged by any Party or any of their Affiliates (a "Disclosing Person") except by or with the prior written consent of the Creditor Parties and the Parent, unless required by applicable laws or the listing rules, regulations or requirements of the Oslo Stock Exchange, the New York Stock Exchange, the Singapore Exchange Securities Trading Limited or any relevant stock exchange on which shares in or other securities of such Disclosing Person are listed in which case the Disclosing Person shall give the other Parties a reasonable opportunity to comment on the terms of any such announcement prior to it being made and consider the reasonable comments of the other Parties.

(b)	This Deed may be disclosed by the Parent to the parties of the agreements referred to in paragraph 2.2 (Key creditor consents) of Part 1 (Conditions precedent) of Schedule 3 (Conditions precedent and conditions subsequent).

14.	Partial invalidity

15.	Remedies, rights and waivers

15.1	Exercise of rights

15.2	Creditor Parties' rights and obligations

(a)

The obligations of each Creditor Party under the Relevant Documents are several. Failure by a Creditor Party to perform its obligations under the Relevant Documents does not affect the obligations of any other Party under the Relevant Documents. No Creditor Party is responsible for the obligations of any other Creditor Party under the Relevant Documents.

(b)

The rights of each Creditor Party under or in connection with the Relevant Documents are separate and independent rights and any debt arising under the Relevant Documents to a Creditor Party from an Obligor is a separate and independent debt in respect of which a Creditor Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Creditor Party include any debt owing to that Creditor Party under the Relevant Documents and, for the avoidance of doubt, any amount owed by an Obligor which relates to a Creditor Party's role under a Relevant Document (including any such amount payable to the Creditor Party on its behalf) is a debt owing to that Creditor Party by that Obligor.

(c)	A Creditor Party may separately enforce its rights under or in connection with the Relevant Documents.

15.3	Amendments and waivers

(a)	Any term of this Deed may be amended or waived only with the consent of the Creditor Parties and the Obligors.

(b)

Without prejudice to the other provisions of the Relevant Documents, each Obligor agrees to any such amendment or waiver permitted by this Clause 15.3 which is agreed to by the Obligors' Agent. This includes any amendment or waiver which would, but for this paragraph (b) require the consent of all of the Obligors.

16.	Counterparts

17.	Governing law

18.	Enforcement

18.1	Jurisdiction of English courts

(a)

Subject to paragraph (c) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including any dispute relating to any non-contractual obligation arising from or in connection with this Deed and any dispute regarding the existence, validity or termination of this Deed) (a "Dispute").

(b)	The Parties agree that the English courts are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)

This Clause 18.1 is for the benefit of the Creditor Parties only. As a result, no Creditor Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Creditor Parties may take concurrent proceedings in any number of jurisdictions.

18.2	Service of process

(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England):

(i)

irrevocably appoints BORR DRILLING MANAGEMENT (UK) LIMITED, with its address at 20 North Audley Street, London, United Kingdom, W1K 6WE, or such other address may be notified by the Parent to the Creditor Parties, as its agent for service of process in relation to any proceedings before the English courts in connection with any Relevant Document; and

(ii)

agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b)

If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Obligors' Agent (on behalf of all the Obligors) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Creditor Parties. Failing this, the Creditor Parties may appoint another agent for this purpose.

(c)	Each Obligor expressly agrees and consents to the provisions of this Clause 18.2.

18.3	Waiver of immunities

(a)

suit;

(b)	jurisdiction of any court;

(c)	relief by way of injunction or order for specific performance or recovery of property;

(d)	attachment of its assets (whether before or after judgment); and

(e)	execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).