THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), entered into as of November 8, 2024 among Borr IHC Limited, an exempted company incorporated under the laws of Bermuda (the “Issuer”), and Borr Finance LLC, a Delaware limited...
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), entered into as of November 8, 2024 among ▇▇▇▇ IHC Limited, an exempted company incorporated under the laws of Bermuda (the “Issuer”), and ▇▇▇▇ Finance LLC, a Delaware limited liability company (“FinanceCo”), ▇▇▇▇ ▇▇▇▇ Inc., a ▇▇▇▇▇▇▇▇ Islands corporation, ▇▇▇▇ West Africa Assets Inc. a ▇▇▇▇▇▇▇▇ Islands corporation and Prospector Rig 5 Contracting Company Limited, a Cayman Islands exempted company limited by shares with company registration number 339041, ▇▇▇▇ ▇▇▇▇ Limited, a Mauritius limited company (together with FinanceCo, the “Co-Issuers” and, together with the Issuer, the “Issuers”), ▇▇▇▇ ▇▇▇▇ Limited, a Mauritius limited company (the “Undersigned”), BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”) and Wilmington Trust (London) Limited, as security agent (the “Security Agent”). PREAMBLE WHEREAS, the Issuers (other than ▇▇▇▇ ▇▇▇▇ Limited), the Guarantors party thereto, the Trustee and the Security Agent entered into an Indenture, dated as of November 7, 2023 (the “Original Indenture”), relating to the Issuers’ 10.000% Senior Secured Notes due 2028 (the “2028 Notes”) and 10.375% Senior Secured Notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”), as amended by the first supplemental indenture dated as of September 27, 2024 among the Issuers, the Trustee and the Security Agent (the “First Supplemental Indenture”) and as further amended by the second supplemental indenture, dated as of October 14, 2024, among the Issuers, ▇▇▇▇ ▇▇▇▇ Limited, the Trustee and the Security Agent (the “Second Supplemental Indenture” and, together with the Original Indenture and the First Supplemental Indenture, the “Indenture”); WHEREAS, it is intended that ▇▇▇▇ ▇▇▇▇ Inc., a Guarantor and the owner of the rig “▇▇▇▇” will transfer the rig “Gerd” to ▇▇▇▇ ▇▇▇▇ Limited, which is a Restricted Subsidiary and currently not a Guarantor (the “Rig Transfer”). The Rig Transfer will be conducted in a manner that complies with Section 5.02 of, and qualifies as a “Permitted Reorganization” under, the Indenture. In connection with the Rig Transfer ▇▇▇▇ ▇▇▇▇ Limited will accede to the Indenture as a Guarantor of the Notes in accordance with Section 9.01 of the Indenture, which provides that the Indenture may be amended by the parties hereto without notice to or the consent of any Noteholder to, among other things, add Guarantees with respect to the Notes; and WHEREAS, the Issuer has requested that the Trustee and the Security Agent execute this Third Supplemental Indenture in accordance with Section 9.06 of the Indenture. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Third Supplemental Indenture hereby agree as follows: Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture. Section 2. The Undersigned, by its execution of this Third Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAIN PERSONAL INFORMATION. THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”)
2 applicable to Guarantors, and upon execution of this Third Supplemental Indenture, shall be a Guarantor. Section 3. This Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. Section 12.10 of the Indenture shall be applicable in respect of this Third Supplemental Indenture mutatis mutandis and, as such, it is incorporated herein by reference mutatis mutandis. Section 4. This Third Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Delivery of an executed signature page by facsimile or electronic transmission (e.g. “pdf” or “tif”), or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, shall be effective as delivery of a manually executed counterpart hereof. Section 5. This Third Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Third Supplemental Indenture will henceforth be read together. Section 6. The recitals and statements herein are deemed to be those of the Issuers and the Undersigned and not the Trustee or the Security Agent. Neither the Trustee nor the Security Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or the recitals thereto. Section 7. All notices or other communications to the Issuers and the Guarantors shall be given as provided in Section 12.02 of the Indenture. [Signature Page Follows]
[Signature Page to the Third Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written. ▇▇▇▇ IHC Limited By: Name: ▇▇ ▇▇▇▇ ▇▇▇▇ Title: Director
[Signature Page to the Third Supplemental Indenture] ▇▇▇▇ Finance LLC By: Name: ▇▇ ▇▇▇▇ ▇▇▇▇ for ▇▇▇▇ IHC Limited Title: Sole Managing Member [***] [***]
[Signature Page to the Third Supplemental Indenture] 1850575-LONSR01A - MSW ▇▇▇▇ ▇▇▇▇ Inc. By: Name:▇▇ ▇▇▇▇ ▇▇▇▇ Title: Director
[Signature Page to the Third Supplemental Indenture] ▇▇▇▇ West Africa Assets Inc. By: Name: ▇▇ ▇▇▇▇ ▇▇▇▇ Title: Director
[Signature Page to the Third Supplemental Indenture] Prospector Rig 5 Contracting Company Limited By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Title: Director
[Signature Page to the Third Supplemental Indenture] ▇▇▇▇ ▇▇▇▇ Limited By: Name: ▇▇ ▇▇▇▇ ▇▇▇▇ Title: Director
[Signature Page to the Third Supplemental Indenture] ▇▇▇▇ ▇▇▇▇ Limited By: Name: ▇▇ ▇▇▇▇ ▇▇▇▇ Title: Director
[Signature Page to the Third Supplemental Indenture] BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, as Trustee By: Name: Title: Digitally signed by ▇▇▇▇▇▇▇ ▇▇▇ [***]
[Signature Page to the Third Supplemental Indenture] WILMINGTON TRUST (LONDON) LIMITED, as Security Agent By: Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇, Authorised Signatory [***] [***]