exhibit414keppeltermshee






Strictly Confidential  Subject to Contract/Subject to Board Approvals  1  4879817v.10 Binding Term Sheet for Amendment of Terms of   Global Deed of Amendment with Keppel Fels Limited  This term sheet (the "Term Sheet") summarises the main terms for a refinancing by  Keppel Fels Limited ("Keppel") of certain obligations owed to Keppel by Borr Drilling  Limited ("Borr Drilling" and, together with Keppel, the "Parties") and certain of its  subsidiaries (being the obligors under the Keppel financing documents) (collectively with Borr  Drilling, "Borr").  Borr Drilling together with its subsidiaries is referred to herein as the  "Company" or "BDL".  The Parties have previously amended the terms of the Original Documents pursuant to  the Framework Deed dated 5 June 2020 (the "Original Framework Deed") and the Second  Global Amendment Deed dated 27 January 2021 (the "Second Framework Deed" and  together with the Original Framework Deed, the "Global Framework Deeds").  Capitalized  terms used but not defined herein have the meanings ascribed thereto in the Global Framework  Deeds.  The Parties now wish to further amend the terms of the Original Documents and the  Global Framework Deeds on the terms subject to the conditions set forth in this Term Sheet.   The Parties intend that the amendments set forth herein shall be made concurrently with  amendments by the Company to its global amendment deed with PPL Shipyard Pte Ltd which  will include amendments to give effect to a refinancing of the obligations under that facility  including amendments to the timing of payment principal and capitalized interest and  amendments to the interest rate from May 2023 which are substantially the same as those set  forth in this Term Sheet (the "PPL Amendments").    The refinancing transactions contemplated by this Term Sheet and the PPL  Amendments are intended to be a first step in connection with a refinancing of the Company's  capital structure.  Specifically, the Company intends to seek to refinance the following debt  facilities and instruments in the first half of 2022:   (i) refinance the loan facilities with Hayfin entities (the "Hayfin Facility") with the  Hayfin lenders to mature in January 2025 or later or refinance such facility with a new bond or  loan facility maturing later than such date;  (ii) refinance the $450 million and $100 million loan facilities for which DNB Bank  ASA is the facility agent (the "DnB Facilities") with the DnB lenders to mature in January  2025 or later or refinance such facility with a new bond or loan facility maturing later than such  date; and   (iii) refinance the 3.875% convertible notes due 2023 with those noteholders to mature  in May 2025 or later and potentially repurchase at a discount to par for cash or equity or  refinance such notes, at a discount to par, with a new bond or loan facility,  the foregoing (i), (ii) and (iii), the "Refinancing".   Set forth below is a summary of the terms of the Global Framework Deeds and the  Original Documents to be amended.  The Parties shall in good faith negotiate and enter into an  amendment to the Global Framework Deeds to give effect to the provisions of this Term Sheet.  PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAINS PERSONAL INFORMATION. THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”). 





 






2  Provision Amendment  Delivery Dates for  Undelivered Rigs:  The delivery dates for B366 TIVAR, B367 VALE, B368  VAR, B380 HULDRA, B381 HEIDRUN shall be amended to  be 2 years after the dates set forth for deliveries of those rigs in  Section 4 of the Second Framework Deed.  Cost Cover: Cost cover, including any accrued cost cover or interest, under  each Construction Contract and the Global Amendment Deeds  (as applicable) shall be amended to bear a rate of 5.99% p.a.   from 1 May 2023, provided that cost cover is paid in cash from  such date. Holding costs shall continue to accrue in accordance  with existing arrangements.  Extension fee Equal to $2.8 million to be paid upon execution of the  Amendment Agreement   Repayment of accrued  costs:  Borr to pay Keppel the annual amounts required by Section 4.6  of the Second Framework Deed, with the following  amendments:  • December 2021: no change (payment of $6 million in  December 2021)  • 2022: Borr shall pay to Keppel (in accordance with  Section 4.6(b)(iii) of the Second Framework Deed)  $22.6 million in payments of $1.5 million each at the  last business day of March, June and September 2022,  and the remaining $18.1 million in December 2022  instead of $12 million contemplated by Section 4.6 of  the Second Framework Deed  • 2023: Borr shall pay to Keppel $15.7 million, or  whichever value reduces the accrued balance to zero in  March 2023 instead of the $18m contemplated by  Section 4.6 of the Second Framework Deed The remaining accrued "holding costs", "cost cover" and other  costs under each Construction Contract and accrued interest  under each Credit Agreement outstanding following the above  payments shall be paid as follows:  • half (50%) shall be paid in three equal instalments on  the last business day of June, September and December  2023, and   • the remaining 50% shall be paid in four equal  instalments on the last business day of March, June,  September and December 2024.  





 






3  Provision Amendment  Paydown from Equity  Offering Proceeds upon  completion of the  Amendment to the  Global Framework  Deeds:  Borr shall pay to Keppel $6.9 million of the net proceeds of an  equity offering that Borr Drilling contemplates to conduct in  connection with the transactions contemplated by this term  sheet, to be applied as repayment of accrued costs in the order  as set out in Section 4.6 (b) (iii) of the Second Framework  Deed  In addition, for any further equity raises going forward, other  than any equity raise related to refinancing Borr's other debt,  Borr will pay to Keppel no less than14.3% of the net proceeds  of such offerings to be applied first in Repayment of  Capitalised Interest due in the same year (as outlined above in  “Repayment of Capitalised Interest”), and for any excess cash from equity raises to be applied as repayment of accrued costs  in the order as set out in Section 4.6 (b) (iii) of the Second  Framework Deed  Paydown from if  Market Cap Exceeds  $500m:  If, during 2022, the market capitalisation of Borr exceeds  $500m, over a period of at least 5 consecutive trading days,  Borr will pay to Keppel, within 3 months of meeting the  $500m market cap threshold, an amount of $8.7m to be  applied as repayment of accrued costs in the order as set out in  Section 4.6 (b) (iii) of the Second Framework Deed  Consent: Keppel to provide written consent for BDL to make, or commit  to make, payments to other debt providers as part of or  required by the PPL Amendments and the Refinancing  Condition: The obligations of the Parties to implement the amendments to  the Sellers' Credits and Global Amendment Deeds and other  provisions of this Term Sheet (other than Governing Law and  Confidentiality) shall be subject to BDL obtaining any  consents necessary to implement the provisions hereof from  the requisite lenders under the Hayfin Facility and DnB  Facilities and PPL entering into a binding agreement to give  effect to the PPL Amendments  Reversion if no  refinancing of other  debt:  If the Refinancing (as defined above) has not been completed  by June 30, 2022, the terms under this Term Sheet revert to the  terms under the existing arrangements without giving effect  the amendments above, except that there shall be no  requirement for Keppel to repay any of the payments made  pursuant to this term sheet which shall remain applied as  repayment of accrued costs in the order as set out in Section  4.6 (b) (iii) of the Second Framework Deed.  Governing law: This Term Sheet will be governed by and construed in  accordance with English law.  





 






4  Provision Amendment  Confidentiality: No party shall disclose to any other person the contents of this  Term Sheet or any of the transactions or matters contemplated  or referred by it, other than (i) as required by applicable law,  regulation or stock exchange rules or (ii) a disclosure to any of  its directors, officers, employees or professional advisers to the  extent that such disclosure is reasonably necessary for the  purposes of the matters contemplated by this Term Sheet and  (iii) the disclosure of this Term Sheet by Borr to its creditors in  connection with seeking any necessary waivers or consents  required to implement the terms of the Term Sheet and  provided that, in such case, each such recipient is made aware  of and undertakes to comply with the disclosing party’s obligation of confidentiality under this Term Sheet as if such  recipient were a party to this Term Sheet.  Waiver and Consent: Keppel agrees to provide any necessary waivers and consents to  permit the Refinancing and the PPL Amendments and any  other amendments and waivers reasonably required in  connection with the foregoing.  Long Form  Documentation:  The Parties shall negotiate in good faith long form  documentation to give effect to the provisions of this Term  Sheet, using as a starting point the Second Framework Deed  [Signature Page Follows]  





 






5  Yours faithfully  __________________________________  Keppel Fels Limited  By:  Title:  Acknowledged and accepted as of the date first written above by Borr Drilling  Limited for and on behalf of itself, the other obligors under the Keppel finance documents.  __________________________________  Borr Drilling Limited  By:  Title: